Terms of Service

Please review this User Terms of Service Agreement (referred to as the "Agreement") carefully before using any product or service provided by CallFusion Corp ("Call Fusion" or the "Service Provider").

THIS DOCUMENT STATES THE TERMS AND CONDITIONS UNDER WHICH CALLFUSION CORP OFFERS YOU ACCESS TO ITS PRODUCTS AND SERVICES. THESE TERMS CONSTITUTE A BINDING CONTRACTUAL AGREEMENT BETWEEN YOU AND CALLFUSION CORP.

By accessing and using the website and AI-driven solutions provided by Call Fusion, you, the user (referred to as "Client" or "User"), acknowledge and agree to be bound by this Agreement. This Agreement applies to all products and services offered by Call Fusion, including but not limited to AI-powered communication solutions and digital interaction platforms.

1. Definitions

In this Agreement, the following terms shall have the meanings set forth below:

  • "Service": The products and services provided by Call Fusion.
  • "Client" or "User": The individual or entity accessing and using the Service.
  • "Agreement": These Terms of Service.
  • "Misuse of Service": The use, or attempted use, of the Service for practices that are fraudulent, abusive, deceptive, illegal, or unlawful; including, without limiting any of the foregoing, misrepresentation, harassment, unlawful calling practices, unlawful data management, or attempting to change the output of an AI model.
  • "Call Fusion Sensitive Information": Information related to any Call Fusion technology including, without limitation, the set-up process, prompts, and training of AI models used in delivering the Service, any data related to Call Fusion's business operations, and customer data held by Call Fusion.
  • "Client Sensitive Information": Information held by the Client including sales lead lists, CRM integration and API credentials, their call scripts, and specific voices cloned for the Service.
  • "Termination Date": The date on which a termination of this Agreement takes effect, on the day following the final day of the 30-calendar day notice period.
  • "Suspension Date": The date on which a suspension of this Agreement takes effect, on the day following the final day of the 30-calendar day notice period.
  • "Non-payment": Invoices for any services not paid within 14 days of the invoice date.
  • "Late payment": Payment of any outstanding invoice after 14 days of the invoice date. Late payments incur a 2% monthly interest charge on the outstanding balance, compounded daily.
  • "Order Form": A written or digital document executed by the Client and Call Fusion that outlines the specific services, pricing, and terms agreed upon.

2. Acceptance of Terms

By accessing or using the Service, you agree to be bound by this Agreement. If you do not agree to these terms, you must not use the Service.

3. Compliance with Laws and Regulations

3.1 Client's Responsibility for Compliance

The Client commits to fully adhering to all relevant local, provincial, and federal laws and regulations in their use of any of Call Fusion's products or services. This includes privacy, telecommunications, data protection, and specific compliance with the Personal Information Protection and Electronic Documents Act (PIPEDA), the Canadian Anti- Spam Legislation (CASL), as well as adherence to Canadian Radio-television and Telecommunications Commission (CRTC) mandates and the Competition Act.

The Client is solely and entirely responsible for ensuring their use of any and all products and services provided by Call Fusion complies with all relevant local, provincial and federal laws and regulations.

3.2 Consent and Communication

Where any relevant law or regulation requires consent from the individual to be contacted using Call Fusion's products or services, the Client is solely and entirely responsible for securing and retaining proof of consent through any of the following methods, to ensure ongoing compliance:

  • Oral Consent: Confirmed via an audio recording retained by the Client or verified by an independent third party.
  • Electronic Consent: Acquired through electronic means, including but not limited to:
    • Website Sign-up: When individuals sign up or register on a website, their action can be considered as granting consent, especially if a clear option or disclaimer regarding contact permissions is included during the registration process.
    • Toll-Free Number: Through oral consent given to a toll-free number provided to obtain consent.
    • Digital Forms and Email Confirmations: Utilizing digital forms submitted via the Internet or email confirmations where the individual explicitly agrees to be contacted.
  • Documented Consent: Any method resulting in a tangible or electronic record of consent made directly by the consumer or authenticated by an independent third party.

3.3 Compliance with Regulations

The Client must comply with all regulations, including but not limited to PIPEDA, CRTC directives, the CASL, and the Competition Act, ensuring that all communications using Call Fusion's products and services are lawful.

4. Responsibilities and Obligations

4.1 Service Provider Obligations

Call Fusion commits to delivering its AI-driven solutions in accordance with the highest standards of quality and reliability, using best efforts to ensure that the Service functions efficiently, accurately, and in a manner that is user-friendly.

4.2 Client Obligations

The Client agrees to provide all necessary information and access required for the effective functioning of the Service. This includes access to customer data as well as integration points with existing CRM systems and other digital platforms as necessary.

4.3 Misuse of the Service

The Client agrees to use the Service ethically and in compliance with all relevant laws and regulations, refraining from unlawful, fraudulent, or malicious activities.

Misuse of the Service, such as spam messaging or calling, or infringing upon intellectual property, is strictly prohibited. For clarity, instances of Misuse of the Service include, but are not limited to:

  • Misrepresentation and deceptive marketing practices such as impersonation or fraud;
  • Harassment such as sending unwanted messages, making repeated calls in violation of consumer consent requirements, or other violations of relevant marketing laws and regulations;
  • Unlawful calling, including violating do-not-call lists or other consumer protection laws or regulations;
  • Unlawful data management, including the collection, storage or sharing of any Call Fusion Sensitive Information without consent; and
  • Manipulating the output of the Service by encouraging any Call Fusion product or service to generate deceptive or harmful content.

5. Intellectual Property

5.1 Call Fusion's Proprietary Rights

Call Fusion retains the sole and exclusive ownership of all intellectual property created or developed by the Service Provider for use in delivering the Service, including but not limited to software architecture, AI model training data, algorithms, proprietary methodologies, and documentation. This includes all of Call Fusion's system architecture, data used to train AI models, and prompt engineering techniques. Users are granted a non-exclusive, non-transferable, revocable license to access and utilize the Service strictly in accordance with this Agreement.

5.2 Client Data Ownership

The Client retains ownership of all materials and data provided to Call Fusion. However, by utilizing the Service, the Client grants Call Fusion a limited, non-exclusive, royalty- free license to process and analyze such data, in accordance with our Privacy Policy, for the purpose of providing and improving the Service.

6. Confidentiality

Both Call Fusion and the Client agree to protect the confidentiality of all Call Fusion Sensitive Information and Client Sensitive Information exchanged during the term of this Agreement.

The obligation on the Client to protect the confidentiality of all Call Fusion Sensitive Information extends indefinitely beyond the conclusion of the Agreement unless otherwise agreed in writing. The obligation on Call Fusion to protect the confidentiality of all Client Sensitive Information extends for a period of 3 calendar years following the Termination Date.

7. Warranties and Disclaimers

7.1 Disclaimer of Warranties

The Service is provided "as is" and "as available" without any warranties of any kind, whether express or implied. Call Fusion disclaims all warranties, including but not limited to merchantability, fitness for a particular purpose, and non-infringement.

7.2 Limitation of Liability

In no event shall Call Fusion, its employees, directors, officers, agents, shareholders, subsidiaries, or affiliates, under any circumstance, be liable for any indirect, incidental, special, consequential, exemplary, punitive, or aggravated damages arising out of or related to this Agreement or the use of the Service, including any loss of revenue, profits, data, or business opportunities arising out of or related to the use of the Service. The aggregate liability of Call Fusion for all claims arising out of or relating to the use of or any inability to use the Service, whether in contract, tort, or otherwise, is limited to $100. This applies even if a representative of Call Fusion has been informed or should have been aware of the possibility of such damages.

7.3 Compliance Responsibility

The Client is solely and completely responsible for ensuring that its use of the Service complies with all applicable laws and regulations.

8. Indemnification

The Client agrees to indemnify and hold harmless Call Fusion and its affiliates from any claims, damages, liabilities, and expenses arising out of or related to the Client's use of the Service or violation of this Agreement.

9. Termination

Both Call Fusion and the Client retain the right to terminate this Agreement without cause by issuing a 30-day advance written notice to the other party. During this 30-day period, Call Fusion will continue to provide services as provided in this Agreement, and the Client will be billed every month for services rendered until the termination takes effect on the Termination Date.

In instances where the Client is found to be in breach of the Agreement terms, Call Fusion reserves the right to initiate termination of this Agreement. To encourage resolution, Call Fusion will first notify the Client of the breach, providing for a 30-day grace period, beginning on the day that notice is sent, for the Client to remedy the breach. Upon completion of the 30-day grace period, if the Client remains in breach, Call Fusion reserves the right to terminate this Agreement immediately without further notice.

Examples of breach include, but are not limited to:

  • Non-Payment for Services Rendered: Failure to make timely payments as per the agreed schedule in an executed Order Form, following the expiration of the 14-day grace period.
  • Misuse of Product or Service: Utilizing Call Fusion's products or services for purposes outside this Agreement or in ways that contravene legal and ethical standards. Examples of Misuse of Service are included in section 4.3.
  • Violation of Confidentiality Obligations: Disclosing Call Fusion Sensitive Information to unauthorized third parties without consent or failing to protect such information from accidental disclosure.
  • Non-Compliance with Intellectual Property Rights: Infringing on Call Fusion's intellectual property by attempting to reverse engineer, decompile, or otherwise derive the source code of the AI solutions provided by the Service without authorization.
  • Breach of Warranty: Making representations or warranties under this Agreement that are found to be false or misleading.
  • A breach of any Client obligation contained in this Agreement.

Upon termination of this Agreement, the Client is required to cease the utilization of all products and services provided by Call Fusion. This cessation includes but is not limited to the immediate discontinuation of the AI reps and any other software or tools made available during the term of this Agreement. Concurrently, on the Termination Date, all outstanding payments owed to Call Fusion for services rendered become immediately due and payable.

10. Temporary Suspension

Both Call Fusion and the Client retain the right to temporarily suspend this Agreement without specifying a cause, by issuing a 30 day advance written notice. During this 30- day notice period, Call Fusion will continue to provide services as provided in this Agreement, and the Client will be billed for services rendered until the Suspension Date.

In case of non-payment, Call Fusion may suspend services to the Client within 14 calendar days of the payment due date following a written notice. In the case the Client fails to provide the requested onboarding materials within 2 weeks of the Effective Date of this Agreement, Call Fusion may suspend the Agreement immediately without notice.

Upon Suspension, Call Fusion will pause services to the Client for an indefinite amount of time, at its discretion, but without erasing the Client's information. Call Fusion and the Client may reinstate the Agreement upon written consent by each party at any time in the future, provided that the Agreement has not been terminated.

11. Assignment

Neither the Service Provider nor the Client may assign, delegate, or transfer this Agreement, whether by operation of law or otherwise, without the prior written consent of the other party. Any attempted assignment without such consent shall be null and void. Notwithstanding the foregoing, Call Fusion may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets without prior consent.

12. Entire Agreement and Order of Precedence

The Call Fusion Privacy Policy and all Client Order Forms are incorporated by reference into this Agreement. In the event of any conflict between this Agreement and any Order Form, the terms in this Agreement will prevail. This Agreement, including the Privacy Policy and all Order Forms, constitutes the entire agreement between the parties regarding the subject matter herein and supersedes all prior or contemporaneous agreements or understandings with respect to said subject matter. No terms of any purchase order, acknowledgment, or other form provided by the Client will modify this Agreement, regardless of any failure of Call Fusion to object to such terms.

13. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

Any disputes arising under or in connection with this Agreement shall be resolved through binding arbitration in accordance with the rules of the ADR Institute of Canada (ADRIC). The arbitration shall be conducted in English, and each party shall bear its own legal costs unless otherwise determined by the arbitrator.

14. Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15. Changes to the Terms

Call Fusion reserves the right to modify these Terms of Service at any time. Changes will become effective upon posting on our website. Continued use of the Service after any modifications indicates acceptance of the revised terms.

16. Survival of Obligations

All representations, warranties, covenants and obligations of the Client relating to confidentiality, indemnification, intellectual property, and limitation of liability and disclaimers, as described in Sections 5, 6, 7, and 8 of this Agreement, will survive the expiry, termination, or suspension of this Agreement for an indefinite period.

17. Contact Information

If you have any questions or concerns about this Agreement, please contact us at: kajen@callfusion.io.

18. Acknowledgment

By using our Service, you acknowledge and consent to the terms of this Agreement and any future amendments.

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