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Terms and Conditions

Last updated: March 23, 2023

These online Terms and Conditions ("Terms", "Terms and Conditions") by and between Postcall (Doorbell.io Ltd) ("vendor", "us", "we", or "our") and you ("your", "client", "customer", or "user") sets forth the terms and conditions on which Postcall is willing to make available to you and allow you to access and use the Postcall to send or present customer satisfaction surveys to the customer's contacts after speaking to them via Aircall (the "Services"). By accessing or using any of the Services, you:

  1. i. agree to be bound by these Terms;
  2. ii. acknowledge that you have read, agreed and will comply with these Terms;
  3. iii. warrant and represent that:
    1. (x) the customer representative is at least eighteen (18) years of age or the applicable statutory age of majority to enter into a binding agreement; and
    2. (y) you have the right, power, and authority to enter into these Terms. IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU MAY NOT USE THE SERVICES.

1. License Grant

Subject to the conditions and limitations set forth herein, Postcall hereby grants the customer a non-exclusive, non-sublicensable, revocable, non-transferrable, limited right and license to access and use the Services for the customer's internal business purposes.

2. Restrictions

The customer shall and shall ensure that all persons who receive access to the Services use it solely for the permitted use hereunder, fully comply with these Terms' requirements and any applicable restrictions on the access and use thereof, and all Applicable Laws (as defined below). The customer shall not and shall ensure that all persons who receive access to the Services do not modify, make derivative works of, disassemble, reverse compile, or reverse engineer the Services or any part thereof. If the customer becomes aware of any unauthorized access or use of the Services, the customer shall promptly notify Postcall in writing. The customer agrees to comply with all applicable local, state, national and foreign laws, rules, regulations, treaties, conventions and ordinances, and all binding orders of any court, agency or other governmental body with appropriate authority, including without limitation those related to data privacy, international communications, and the exportation of technical or personal data (collectively, "Applicable Laws").

3. Proprietary Rights

Except for the limited rights granted herein, the customer does not acquire any interest in or right to the Services, including by virtue of entering into these Terms. As between the customer and Postcall, the customer acknowledges that Postcall or its licensors, as applicable, owns all rights in and to all the Services, and Postcall acknowledge that the customer owns any data, text messages, materials, communications and other information that you transmit or store through your access or use of the Services (your "Data"). The customer shall not remove or obscure any disclaimer or copyright, trademark or patent notices that appear on the Services. Except as expressly set forth in these Terms, no other licenses or rights are acquired by or granted to the customer and Postcall or its licensors, as applicable, reserve all rights, title and interests in to the Services.

4. Privacy and Security

The customer grants Postcall a limited, personal, non-exclusive, royalty-free license to use, copy, transmit, distribute and store the customer Data to the extent necessary for Postcall to provide the customer with the Services and comply with Laws. The customer agrees that Postcall is a processor and the customer is a controller with respect to the Data. The customer shall comply with all Applicable Laws with respect to the personal data, if any, contained in the customer Data. Postcall will use your personally identifiable information provided by you in accordance with the terms of the Privacy Policy where Postcall processes such information for the purposes of a data controller.

5. Disclaimer

Except for Section 9, Postcall:

  1. does not make any warranty or representation whatsoever regarding the Services (including the quality or content thereof) or any results obtained through the use thereof;
  2. hereby disclaims any and all warranties, including without limitation (A) ANY WARRANTIES AS TO THE ACCURACY OR CONTENT OF THE DATA; AND (B) ANY WARRANTIES OF TITLE OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL POSTCALL BE LIABLE TO THE CUSTOMER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, LOSS OF USE, LOST BUSINESS, OR LOST DATA, INCURRED BY THE CUSTOMER OR ANY THIRD PARTY ARISING FROM ANY CLAIM RELATING TO THESE TERMS OR ITS SUBJECT MATTER, WHETHER IN AN ACTION IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. POSTCALL'S MAXIMUM LIABILITY HEREUNDER SHALL BE EQUAL TO THE FEES PAID BY THE CUSTOMER IN THE TWELVE (12) MONTHS PRIOR TO THE CLAIM GIVING RISE TO SUCH DAMAGES.

6. Indemnification

The customer agrees to indemnify, defend, and hold Postcall and its officers, licensees, licensors, directors, employees and agents (collectively, "Vendor Parties") harmless against any and all costs, claims, damages, obligations, losses, liabilities, costs or debt, and expenses incurred by any Vendor Parties, including reasonable legal and other professional fees (all of the foregoing, collectively, "Expenses"), resulting from or arising out of:

  1. any breach of these Terms,
  2. the customer's access and/or use of the Services, by the customer or any third party using your account, in violation of these Terms, and/or
  3. claims relating to the customer Data.

7. Confidentiality

During the term of these Terms, Postcall will keep the customer's proprietary and/or confidential information disclosed to Postcall in the course of and during the term of these Terms ("Confidential Information") confidential, using the same care and discretion, but in no event less than a reasonable degree of care and discretion, to avoid disclosure, publication or dissemination as it uses with its own similar information that it does not wish to disclose, publish or disseminate, to safeguard the Confidential Information from unauthorized disclosure. Postcall may disclose the Confidential Information to its employees, officers, directors, agents, advisors, subcontractors, or other representatives (collectively, "Representatives") who have a need to know, access and/or use the Confidential Information in order to perform or exercise Postcall's rights or obligations under these Terms. Notwithstanding the above, Postcall may disclose Confidential Information if required to do so under Laws. The term Confidential Information does not include any information that:

  1. is or becomes generally available to the public through non fault of Postcall;
  2. is or becomes available to Postcall or its Representatives on a non-confidential basis from a third-party source that is not known to Postcall to be prohibited by a contractual, legal, or fiduciary obligation from disclosing such information to Postcall or any of its Representatives;
  3. is independently developed, conceived, or discovered by Postcall or its Representatives; or
  4. is already known to Postcall or its Representatives.

Upon the customer's written request, Postcall will promptly destroy or return all copies of written Confidential Information which has been provided to it or its Representatives.

8. Termination

We may terminate or suspend your account immediately, without prior notice or liability, if you breach the Terms.

Upon termination, your right to use the Service will immediately cease. If you wish to terminate your account, you may simply discontinue using the Service.

All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

9. Support

  • Hours of Availability: Subject to Scheduled Maintenance and Emergency Maintenance (as defined below), the Services shall be available to and accessible to the customer twenty-four (24) hours per day, five (5) days per week (Monday-Friday).
  • Availability Percentage: The Services shall be available to the customer at least 99% of the time within the Hours of Availability.
  • Scheduled Maintenance: Postcall may schedule downtime or periods when the Services will be unavailable so as to improve, repair or otherwise maintain the Services ("Scheduled Maintenance"). Postcall shall provide the customer with at least 48 hours notice of any Scheduled Maintenance. Scheduled Maintenance shall only be conducted on weekends, but in no event shall Scheduled Maintenance exceed four (4) hours in a particular instance and twelve (12) hours in the aggregate of any calendar month.
  • Emergency Maintenance: On occasion, emergency maintenance may be required to address material security-related issues or technical problems that would impact the availability of the Services and resolution of which cannot wait until the next Scheduled Maintenance or cannot be remedied in the course of Scheduled Maintenance ("Emergency Maintenance"). Postcall shall use commercially reasonable efforts to notify the customer at least two (2) hours in advance of any Emergency Maintenance. In no event shall Emergency Maintenance exceed four (4) hours in a particular instance and sixteen (16) hours in the aggregate of any calendar month.
  • Errors: An "Error" is a failure of the Services to operate as intended as described in the applicable documentation provided to the customer, whether identified by Postcall or by the customer. Postcall will work to develop a patch or adequate work-around to reproducible Errors within a reasonable timeframe.
  • Response Times: Postcall shall provide the customer with maintenance and support by email twenty-four (24) hours per day, five (5) days per week (Monday-Friday) ("Covered Support Hours").

10. Anti-bribery, Sanctions and Export

The parties shall comply with all anti-corruption legislation that applies to these Terms and in particular the US Foreign Corrupt Practices Act 1977 and the U.K. Bribery Act 2010, and implement appropriate rules, systems, procedures and controls for preventing the commission of corrupt acts, either by itself or its Representatives, and for ensuring that any evidence or suspicion of the commission of a corrupt act will be thoroughly investigated, and unless prohibited by confidentiality or law, reported to the other party. The parties shall not, and shall cause its Representatives not to, conduct any business with or engage in any transaction or arrangement with or involving, directly or indirectly, any person or entity that is subject to any sanctions administered by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), or other relevant sanctions authority or any countries subject to such sanctions (including the Crimea Region of Ukraine, Cuba, Iran, North Korea, and Syria). The parties shall not, and shall not permit any third parties to, directly or indirectly, export, reexport, or release the Services to any jurisdiction or country to which, or any party to whom, the export, reexport, or release of the Services is prohibited by applicable Laws.

11. Governing Law and Jurisdiction

These Terms shall be governed and construed in accordance with the laws of England and Wales, without regard to its conflict of law provisions.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have between us regarding the Service.

12. General

  • If any provision of these Terms is held to be void, invalid or inoperative, the remaining provisions of these Terms shall continue in effect and the invalid portion of any provision shall be deemed modified to the least degree necessary to remedy such invalidity while retaining the original intent of the parties.
  • Sections 3, 4, 5, 6, 7, 10, 11 and 12 shall survive termination of these Terms.
  • The parties are independent contractors and these Terms does not establish any relationship of partnership, joint venture, employment, franchise or agency between the customer and Postcall.
  • The failure of either party to partially or fully exercise any rights or the waiver of either party of any breach, shall not prevent a subsequent exercise of such right or be deemed a waiver of any subsequent breach of the same or any other term of these Terms.
  • The customer may not assign these Terms to any other entity without the prior written consent of Postcall. These Terms shall inure to the benefit of the parties' permitted successors and assigns.
  • Except as set forth herein, these Terms sets forth the entire agreement between the parties on this subject matter contained herein and supersedes all prior negotiations, understandings and agreements between the parties concerning this subject matter. No amendment or modification of these Terms shall be made except by a writing signed by both parties. Notwithstanding the foregoing, Postcall may amend or modify these Terms at any time and in Postcall's sole discretion, upon thirty (30) days' prior notice to the customer. The customer will be deemed to have accepted the revised Terms by continuing to access or use the Services.