CallFlows AI

BY DOWNLOADING, INSTALLING, ACCESSING, OR USING THE CALL FLOWS AI SHOPIFY APPLICATION (THE "APP"), OR BY OTHERWISE SUBSCRIBING TO OR USING THE CALL FLOWS AI AI-POWERED VOICE ASSISTANT APP AND RELATED SERVICES (EACH AS DEFINED BELOW IN SECTION 1 AND COLLECTIVELY, THE "SERVICES") THROUGH AN APPROVED CALL FLOWS AI ORDER FORM OR ONLINE SUBSCRIPTION PROCESS (AN "ORDER"), YOU AGREE TO THE TERMS OF THIS AGREEMENT, AS UPDATED FROM TIME TO TIME. THIS AGREEMENT GOVERNS YOUR ACCESS TO AND USE OF THE SERVICES, WHICH CONSIST OF AN AI-POWERED VOICE ASSISTANT APP DESIGNED TO INTEGRATE WITH YOUR SHOPIFY STORE AND ASSIST WITH CUSTOMER INTERACTIONS, ORDER MANAGEMENT, AND PRODUCT INFORMATION, AS FURTHER DESCRIBED HEREIN AND IN SECTION 1. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS, IN WHICH CASE THE TERMS "CLIENT" "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THIS AGREEMENT AND SHALL NOT BE PERMITTED TO USE THE SERVICES. FURTHERMORE, BY ACCEPTING THIS AGREEMENT YOU REPRESENT AND WARRANT THAT ANY AND ALL INFORMATION YOU PROVIDE US THROUGH THE SERVICES IS TRUE, ACCURATE AND COMPLETE. THE PROVISION OF FALSE OR FRAUDULENT INFORMATION IS STRICTLY PROHIBITED. AS USED HEREIN, THE FOLLOWING DEFINITIONS SHALL APPLY: "AGREEMENT" OR "TERMS" MEANS THESE TERMS OF SERVICE AND ALL MATERIALS AND LINKS REFERRED TO HEREIN. "CLIENT" OR "YOU" MEANS THE INDIVIDUAL OR LEGAL ENTITY LICENSING THE SERVICES HEREUNDER. "CALL FLOWS AI" MEANS CALL FLOWS LTD AND ITS AFFILIATES. "PARTIES" MEANS CLIENT, OR YOU, TOGETHER WITH CALL FLOWS AI. 1. SERVICES Client's access to and use of the Call Flows AI Shopify Application (the "App") enables Client to utilize Call Flows AI's AI-powered voice assistant services (the "App" capabilities). The "Services," as used in this Agreement, collectively refer to Client's access to and use of the App, the underlying App capabilities, and related features and functionalities provided by Call Flows AI. These Services are designed to integrate with Client's Shopify store to assist with customer interactions by providing AI-powered order management, product information assistance, and shipping and delivery support. The specific Services, features, and any usage limits or subscription tiers applicable to Client will be further detailed in the relevant Call Flows AI-approved Order form or the online subscription process through which Client subscribed to the Services ("Order"). All content, data, and other information that Client (i) submits to the Services (including through the App or via integration with Client's Shopify store) or (ii) generates through its use of the Services, including, without limitation, such information as Client may collect through the Services from its end-users ("End-Users"), is "Client Content" for the purposes of this Agreement. 2. PROPRIETARY RIGHTS a. Ownership– Neither party grants the other any rights or licenses not expressly set out in this Agreement. Except for Call Flows AI's rights under this Agreement, between the parties, Client retains all intellectual property and other rights in its intellectual property and to the Client Content provided to Call Flows AI. Except for Client's rights under this Agreement, Call Flows AI and its licensors retain all intellectual property and other rights in the App, and in and to each Product, the Services, and any deliverables and related Call Flows AI technology, templates, documentation, help files, tutorials, formats and dashboards, including any modifications or improvements to these items made by Call Flows AI and the Usage Data, as defined below (the "Call Flows AI Materials"). If Client provides Call Flows AI with feedback or suggestions regarding the Services or other Call Flows AI offerings, Call Flows AI may use the feedback or suggestions without restriction or obligation. b. Usage Data– Call Flows AI may generate technical logs, data and learnings about Client's use and an End-User's use of the Services (the "Usage Data") and the Client Content processed by the Services, and use such information to operate, analyze, improve, develop, update and support the Call Flows AI's products and services and for other lawful purposes. Except as required by law, Call Flows AI will not disclose Usage Data externally, including in benchmarks or reports except in the aggregate. 3. LIMITED LICENSE TO ACCESS AND LIMITED LICENSE TO THE CLIENT CONTENT a. License to the Services– Subject to the terms and conditions set forth herein (including without limitation payment of the applicable fees), and during the term of this Agreement only, Client may access and use the Services only for its internal business purposes in accordance with the Terms of this Agreement, including any usage limits on an applicable Order. Access to the Services is limited to Client's employees and contractors acting for the sole benefit of Client ("Permitted Users"). Client and its Permitted Users may need to register for a Call Flows AI account in order to access or use the Services. Client is responsible for ensuring that account registration information is accurate, current and complete. b. License to the Client Content– Client grants to Call Flows AI a worldwide, non-exclusive, transferable, royalty-free license during the term to, and hereby instructs Call Flows AI, to use, transfer, copy, reproduce, distribute, publicly perform, publicly display, digitally perform, modify, directly or through third parties, create derivative works of Client Content and otherwise use and commercially exploit any Client Content in any media formats (i) to the extent necessary to operate and provide Client with access to and use of the Services in accordance with the Terms of this Agreement and to analyze, improve, develop, update and support Call Flows AI's products and services, (ii) to comply with law, (iii) to detect, prevent and investigate security incidents, fraud, spam or unlawful use of the Services, (iv) to address technical problems, address support requests, and attend to the proper working of the Services, (v) to protect the rights, property or safety of Call Flows AI, its customers, its customers' end-users, and/or the public, and (vi) subject to the Data Processing Addendum, described in Section 9.b below, for any other lawful purpose, including without limitation, for the purposes set forth in Section 2.b hereof. Such license will apply to any form, media or technology now known or hereafter developed. For clarity, the foregoing license grant includes the right for Call Flows AI to display to other End Users any Client Content that constitutes publicly available campaigns and marketing materials that you have previously created while using the Services. c. Open Source Software. The Services may include certain open source components owned by a third party that are subject to open source licenses ("Open Source Software"). Some of the Open Source Software is not subject to the terms and conditions of these Terms. Instead, each item of such Open Source Software is licensed under the applicable license terms which accompany such Open Source Software. Nothing in these Terms limits your rights under, nor grants you rights that supersede, the terms and conditions of any applicable license terms for the Open Source Software. 4. LIMITATIONS OF USE a. Client's use of the Services shall be limited to its own internal business use Except as specifically permitted herein, Client shall not (i) sell, license (or sub-license), lease, assign, transfer, pledge or share any of its rights under this Agreement with/to any other party, entity or person, (ii) transfer, distribute, copy all or any part of the Services and/or the Call Flows AI Materials, (iii) refer to the Services by use of framing and/or deep-linking, (iv) make use of the Services or distribute any part thereof in any jurisdiction where same is illegal or where such use or distribution would subject Call Flows AI or its affiliates to any registration requirement within such jurisdiction or country (v) use, encourage, promote, facilitate or instruct others to use the App for any illegal, harmful or offensive use, (vi) promote any content, products, services, or other information that may be illegal to sell or promote under any applicable law or may reasonably be perceived to be unlawful, inflammatory, offensive or otherwise inconsistent with the spirit of Call Flows AI's Services, brand or image, (vii) transmit any viruses or other harmful, infringing, illegal, disruptive or destructive content, messages or files, (viii) visit the App or access the Services through unauthorized means, including, without limitation, any data mining, robots/bots, or similar data gathering and extraction tools to extract for re-utilization of any parts of the App, (ix) distribute, publish, send or facilitate the sending of unsolicited mass messages, promotions, advertising, or solicitations (e.g. "spam") including unlawful commercial advertising and informational announcements as further described in Section 4.b, (x) distribute, publish, send, or facilitate the sending of any inappropriate, inaccurate, misleading, fraudulent or otherwise illegal content or content which infringes intellectual property rights of third parties or their right for privacy, (xi) modify, translate, reverse engineer, decompile, disassemble (except to the extent applicable laws specifically prohibit such restriction), make any attempt to discover the source code of the App and/or the Services and/or any other software available therein or create derivative works thereof, (xii) remove any copyright, trademark or other proprietary rights notices contained in or on the App, (xiii) remove, change or modify any trademarks from or attach any additional trademarks to the App, (xiv) use the App or the Services in a manner that subjects any part thereof to any obligation to disclose or distribute the source code thereof and/or that may cause others to have the right to modify or create derivative works thereof; or cause them to become redistributable at no charge. Client is solely responsible for obtaining, paying for, repairing and maintaining all the equipment, software, hardware and services required for Client to access the Services. b. Client shall not use the Services in a manner that violates generally recognized industry guidelines, including, without limitation, (i) using non-permission based email lists (i.e., lists in which each recipient has not explicitly granted permission to receive emails from Client by affirmatively opting-in to receive those emails), (ii) using purchased or rented email lists, (iii) using third-party email addresses, domain names, or mail servers without proper permission, (iv) sending emails to non-specific addresses (e.g., webmaster@domain.com or info@domain.com), (v) sending emails that result in an unacceptable number of spam or unsolicited commercial email complaints (even if the emails themselves are not actually spam or unsolicited commercial email), (vi) failing to include a working "unsubscribe" link in each email that allows the recipient to remove themselves from Client's mailing list, (vii) failing to comply with any request from a recipient to be removed from Client's mailing list within ten (10) days of receipt of the request, (viii) failing to include in each email a link to the then-current privacy policy applicable to that email, (ix) using misleading subject headings or other content or disguising the origin or subject matter of any email or falsifying or manipulating the originating email address, subject line, headers or transmission path information for any email, (x) failing to include in each email Client's valid physical mailing address or a functioning link to that information, (xi) failing to note in the heading and at the beginning of advertising messages that the transmission is an advertisement and (xii) including "junk mail," "chain letters," "pyramid schemes," incentives (e.g., coupons, discounts, awards or other incentives) or other material in any email that encourages a recipient to forward the email to another recipient. 5. CLIENT OBLIGATIONS a. Compliance with Law– Client represents, warrants and covenants to Call Flows AI that Client's use of the Services shall comply with the limitations of use in Section 4 and all applicable laws, rules or regulations of any jurisdiction, including, without limitation, those relating to (i) communication by telephone, text/SMS/MMS message or email for advertising, marketing or other purposes, (ii) monitoring or recording of electronic or telephonic communications, (iii) the privacy, security or protection of 'personal data' or 'personal information', as such terms are defined under privacy laws (collectively, "Personal Information"), including, without limitation, as applicable to the collection, storage, retention, processing, transfer, disclosure, sharing, disposal or destruction of Personal Information, (iv) requirements for websites and mobile applications, online behavioral advertising, or online tracking technologies, or (v) applicable economic or financial sanctions or trade embargoes, including those administered by the U.S. government through the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC") or the U.S. Department of State, or the Israeli government (collectively, "Laws"). Without limiting the foregoing, Laws include the Telephone Consumer Protection Act, the Telemarketing and Consumer Fraud and Abuse Prevention Act, the Do-Not-Call Implementation Act, the Controlling the Assault of Non Solicited Pornography and Marketing Act of 2003, the Children's Online Privacy Protection Act ("COPPA"), the Federal Trade Commission Act, the California Consumer Privacy Act ("CCPA"), other state privacy, data security and breach notification laws, state consumer protection laws, the European Union's General Data Protection Regulation (2016/679) ("GDPR"), Privacy and Electronic Communications Directive 2002/58/EC (the "ePrivacy Directive"), the United Kingdom's Data Protection Act 2018 (together with the GDPR, the ePrivacy Directive and any national legislation implementing either, "European Data Protection Law"), Canada's Personal Information Protection and Electronic Documents Act, Canada's Anti-Spam Legislation (S.C. 2010, c 23), the U.S. Trading with the Enemy Act of 1917, the U.S. International Emergency Economic Powers Act, the Israeli Trading with the Enemy Ordinance of 1939, and any legislation and/or regulation implementing or made pursuant to, or which amends, replaces, re-enacts or consolidates, any of the foregoing. For purposes of this Agreement, Laws also include the Cellular Telecommunications Industry Association (CTIA) Messaging Principles and any other applicable self-regulatory rules or codes of conduct, as amended from time to time, including, without limitation, such rules and guidelines issued by the Mobile Marketing Association and telecommunications providers. You also represent, warrant and covenant that you are not identified on the OFAC list of Specially Designated and Blocked Persons or any other U.S. or Israeli list of restricted parties, are not operating from, established under the laws of, or ordinarily resident in Cuba, Iran, Lebanon, North Korea, Syria, or the Crimea region of Ukraine (each a "Sanctioned Country" and collectively the "Sanctioned Countries"), and will not use the Services in a Sanctioned Country. b. Privacy and Cookie Notices– Client shall provide and make available to End-Users a privacy notice that describes the collection, use and disclosure of End-Users' Personal Information in connection with Client's use of the Services, including without limitation, such collection, use and disclosure contemplated by this Agreement. If Client is subject to the GDPR or ePrivacy Directive or other Laws requiring Client to give notice of, or obtain consent to, the use of cookies or similar technologies on Client's websites or other online services, then Client shall give such notices and obtain such consents with respect to any Call Flows AI cookies or similar technologies utilized on Client's websites or other online services. c. Restricted Data– Client shall ensure that Client Content does not include (i) protected health information regulated by the Health Insurance Portability and Accountability Act ("HIPAA") or medical information governed by state healthcare privacy laws, (ii) Social Security numbers, driver's license numbers or other government-issued identification numbers, (iii) financial information, banking account numbers or passwords, or information regulated by the Gramm Leach-Bliley Act, (iv) payment card data regulated by the Payment Card Industry Data Security Standards; (v) biometric data regulated by biometric privacy laws, (vi) online account passwords, login credentials or related information (vii) criminal history, (viii) racial, ethnic, political or religious affiliation, trade union membership, or information about sexual life or sexual orientation or other information that constitutes "special categories of data" regulated by the GDPR or (ix) Personal Information of children under sixteen (16) years of age regulated by COPPA, the GDPR or under the age of consent for purposes of applicable privacy laws. Call Flows AI shall have no liability with respect to such information, notwithstanding anything in the Agreement to the contrary. d. Security– Client shall use its best efforts to prevent unauthorized access to or use of the Services through its or its Permitted Users accounts, promptly notify Call Flows AI of any unauthorized access or use and provide reasonable cooperation regarding information requests from law enforcement, regulators or telecommunications providers. e. Obligations Regarding Client Content– Client is solely responsible for the accuracy, content and legality of the Client Content. Client acknowledges that the Services are provided by Call Flows AI to Client on a business-to-business basis, and that Call Flows AI does not have a direct relationship with any End-User as a result of providing the Services to Client hereunder. As a result, Client acknowledges that Call Flows AI relies on Client's rights to the Client Content in order to provide the Services, and processes Client Content according to this Agreement (including the Call Flows AI Data Processing Addendum and Client's instructions thereunder. Call Flows AI shall not be liable for any Client Content, and shall be entitled, in its sole discretion, to edit or remove from the App any Client Content which Call Flows AI reasonably believes to be inaccurate, inappropriate or otherwise not in compliance with the Agreement or applicable law. NOTHING IN THIS AGREEMENT OBLIGATES CALL FLOWS AI TO DISPLAY ANY CLIENT CONTENT THAT CALL FLOWS AI REASONABLY BELIEVES TO BE INACCURATE, INAPPROPRIATE OR OTHERWISE NOT IN COMPLIANCE WITH THIS AGREEMENT OR APPLICABLE LAW OR TO USE SUCH CLIENT CONTENT AT ALL OR IN A CERTAIN MANNER. Client shall designate a copyright agent and implement a notice and takedown mechanism in compliance with the Digital Millennium Copyright Act (or other comparable applicable laws in jurisdictions outside of the United States), and Client shall comply with any such takedown notice received in respect of any Client Content, in each case, to the extent required by applicable law. f. Rights in Client Content– Client represents and warrants to Call Flows AI that Client has given all notices and obtained all rights consents, assignments, licenses, permissions and authorizations (including the waiver of any moral rights) necessary for Client to transfer to Call Flows AI and for Call Flows AI to collect, use and share the Client Content (and any Personal Information contained therein) as contemplated by this Agreement without violation or infringement of (i) any Laws, (ii) intellectual property, publicity, privacy or other rights, or (iii) any terms of service or other agreements governing the Client Content or Client's activities relating to its use of the Services (including, without limitation, the Instagram Platform Policy). g. Permitted Users and End-Users– Client shall ensure that each of Client's Permitted Users and End-Users is legally bound by Client's terms of use, terms of service or such other legally binding agreement between Client and each such End-User in a manner that prohibits End-Users from infringing or otherwise violating third-party rights including, without limitation, third-party intellectual property rights. Client is solely responsible for all acts, omissions and activities of Permitted Users and End-Users, including their compliance with this Agreement. h. Order Fulfillment– As between Client and Call Flows AI, Client is solely responsible for all customer service, order fulfillment and returns, and payment of taxes or charges associated with any products or services that Client sells or markets in connection with the domains listed on the Order. 6. SUSPENSION OF SERVICE Call Flows AI may suspend Client's access to the Services if Client breaches Section 4 (Limitations on Use) or Section 5 (Client Obligations), if Client's account is 30 days or more overdue or if Client's actions risk harm to other Clients or the security, availability or integrity of the Services. Where practicable, Call Flows AI will use reasonable efforts to provide Client with prior notice of the suspension. Once Client resolves the issue requiring suspension, Call Flows AI will promptly restore Client's access to the Service in accordance with this Agreement. Call Flows AI reserves the right, but is not obligated, to monitor and audit Client's use of the Services for any reason or no reason, without notice, to ensure Client's compliance with this Agreement. 7. REPRESENTATIONS AND WARRANTIES a. In addition to representations and warranties made elsewhere in this Agreement, Client represents and warrants to Call Flows AI that: (i) it has, and will have at all times, all right, title and interest necessary to grant to Call Flows AI any and all licenses granted by Client or its End-Users or other third parties hereunder for the purposes contemplated by this Agreement, including from Client's End-Users or any third-party site for the use of the Client Content, (ii) has all necessary rights, permits and licenses under all Laws, rules and regulations to operate the domains listed on the Call Flows AI Order and to promote, offer for sale, and sell all products or services offered or sold in connection with such domains, (iii) any and all Client Content complies, and will comply at all times during the term of this Agreement, with all Laws, rules and regulations, and this Agreement and does not and will not during the term of this Agreement infringe the rights of any third party, including any intellectual property rights; and (iv) Client shall comply with all Laws, including without limitation, TCPA, CAN-SPAM Act and the Digital Millennium Copyright Act. b. Call Flows AI represents and warrants that: (i) it has, and will have at all times, all right, title and interest necessary to grant any and all licenses granted by Call Flows AI hereunder for the purposes contemplated by the Agreement; (ii) it has, to its knowledge, all necessary rights, permits and licenses under all Laws, rules and regulations to operate the App in the manner in which it is meant to be operated at any applicable time; and (iii) the App (except as related to Client Content, which shall be the responsibility of Client), shall, to Call Flows AI's knowledge, not infringe on the rights, including without limitation, intellectual property rights, of any third party. 8. CONFIDENTIALITY a. During the term of this Agreement, either party (as the "Disclosing Party") may disclose or make available to the other party (as the "Receiving Party") information about its business affairs, products/services, confidential intellectual property, trade secrets, third-party confidential information and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media , and whether or not marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information shall not include information that, at the time of disclosure: (i) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 8 by the Receiving Party or any of its Representatives, (ii) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information, (iii) was known by or in the possession of the Receiving Party or its representatives before being disclosed by or on behalf of the Disclosing Party, (iv) was or is independently developed by the Receiving Party without reference to or use, in whole or in part, of any of the Disclosing Party's Confidential Information; or (v) is required to be disclosed under applicable federal, state or local law, regulation, or a valid order issued by a court or governmental agency of competent jurisdiction. b. The Receiving Party shall: (A) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care, (B) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (C) not disclose any such Confidential Information to any person or entity, except to the Receiving Party's Representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under the Agreement. c. The provisions of this Section 8 shall survive the natural expiration or termination of this Agreement for any reason for a period of three (3) years. 9. PRIVACY AND DATA PROTECTION a. Client instructs Call Flows AI to use account registration information and other Personal Information of Permitted Users collected in connection with their use of the Services as described in Call Flows AI's Privacy Policy, as updated from time to time. Client is responsible for any use of the Services by its Permitted Users and their compliance with this Agreement. Client shall keep confidential its and its Permitted Users' user IDs and passwords for the Services and shall be responsible for any actions taken through their respective accounts. b. When Client Content constitutes Personal Information subject to data protection laws, including European Data Protection Law or the CCPA, Call Flows AI's Data Processing Addendum ("DPA") governs the processing of such data. The DPA is available at https://callflows.ai/data-processing-addendum (or such other URL as Call Flows AI may provide) and, upon its execution or acceptance by Client, or by Client's continued use of the Services after being made aware of the DPA, forms part of this Agreement. Client instructs Call Flows AI to process Client Content in accordance with this Agreement, including the DPA. 10. DISCLAIMERS a. EXCEPT AS EXPRESSLY PROVIDED HEREIN: (I) THE APP, INCLUDING WITHOUT LIMITATION ANY AND ALL CALL FLOWS AI MATERIALS, THE SERVICES (INCLUDING WITHOUT LIMITATION INSTALLATION, INTEGRATION AND IMPLEMENTATION SERVICES), AND THE PRODUCTS ARE PROVIDED BY CALL FLOWS AI "AS IS" AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESSED OR IMPLIED; (II) TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, CALL FLOWS AI DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE; (III) CALL FLOWS AI DOES NOT WARRANT THAT THE CALL FLOWS AI MATERIALS, THE SERVICES OR CONTENT AVAILABLE THROUGH THE APP WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE APP OR THE SERVER(S) THAT MAKE THE APP AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; AND (IV) CALL FLOWS AI DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS THAT CLIENT'S USE OF THE SERVICES WILL COMPLY WITH LAWS OR OTHERWISE RELATING TO THE USE OR THE RESULTS OF THE USE OF THE SERVICES, THE CALL FLOWS AI MATERIALS OR OTHER CONTENT MADE AVAILABLE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. CLIENT IS RESPONSIBLE FOR EVALUATING THE CAPABILITIES AND FEATURES OF THE SERVICES AND MAKING ITS OWN DETERMINATION ABOUT WHETHER CLIENT IS ABLE TO USE THE SERVICES IN COMPLIANCE WITH LAWS. CLIENT IS RESPONSIBLE FOR TAKING ALL PRECAUTIONS IT BELIEVES NECESSARY OR ADVISABLE TO PROTECT IT AGAINST ANY CLAIM, DAMAGE, LOSS OR HAZARD THAT MAY ARISE BY VIRTUE OF ITS USE OF OR RELIANCE UPON THE APP, CALL FLOWS AI'S WEBSITE, OR THE SERVICES. CALL FLOWS AI ADDITIONALLY DISCLAIMS ALL WARRANTIES RELATED TO THIRD-PARTY TELECOMMUNICATIONS PROVIDERS. THE SERVICES SHOULD NOT BE USED FOR EMERGENCY COMMUNICATIONS AND CALL FLOWS AI WILL HAVE NO LIABILITY ARISING FROM SUCH USE. 11. LIMITATION OF LIABILITY a. TO THE MAXIMUM PERMITTED UNDER LAW, UNDER NO CIRCUMSTANCES WHATSOEVER WILL CALL FLOWS AI NOR ITS RESPECTIVE AFFILIATES OR PARTNERS NOR ANY OF ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS, SUBCONTRACTORS OR SUPPLIERS BE RESPONSIBLE OR LIABLE, UNDER ANY LEGAL THEORY, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, FOR ANY COMPENSATORY, DIRECT OR INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOST PROFITS AND LOST BUSINESS OPPORTUNITIES, BUSINESS INTERRUPTION, REVENUE, INCOME, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES OR SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES THAT RESULT FROM OR RELATE IN ANY MANNER WHATSOEVER TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREIN, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN THE EVENT THAT CALL FLOWS AI IS FOUND LIABLE OR RESPONSIBLE TO YOU FOR ANY CLAIM, LOSS, DAMAGE OR EXPENSE IN CONNECTION WITH THESE TERMS AND/OR THE MATTERS CONTEMPLATED HEREIN, CALL FLOWS AI'S AGGREGATE LIABILITY TO YOU SHALL BE LIMITED TO $100.00. b. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY WHERE SUCH LIMITATIONS ARE INAPPLICABLE. c. YOU RECOGNIZE AND AGREE THAT THE WARRANTY DISCLAIMERS AND LIABILITY AND REMEDY LIMITATIONS IN THESE TERMS ARE A MATERIAL, BARGAINED-FOR BASIS OF THESE TERMS AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN THE DECISION BY CALL FLOWS AI TO OFFER TO YOU AND BY YOU TO USE THE SERVICES AND THE APP. 12. INDEMNIFICATION a. Indemnification by Call Flows AI– Call Flows AI will defend Client, its officers, directors, employees and affiliates ("Client Indemnified Parties") from and against any third-party claim made against a Client Indemnified Party to the extent alleging that the App or the Services, when used by Client as authorized in this Agreement, infringes such third-party's U.S. patent, copyright, trademark or trade secret, and will indemnify and hold harmless Client Indemnified Parties against any damages or costs awarded against Client (including reasonable attorneys' fees) or agreed in settlement by Call Flows AI resulting from the claim. b. Indemnification by Client– Client will defend Call Flows AI, its officers, directors, employees, and affiliates ("Call Flows AI Indemnified Parties") from and against any third-party claim, demand, suit, or proceeding made or brought against a Call Flows AI Indemnified Party to the extent resulting from Client Content, or Client's breach or alleged breach of Section 5 (Client's Obligations), Client's use of the Services or any activities other than in accordance with these Terms; and will indemnify and hold harmless Call Flows AI Indemnified Parties against any damages or costs awarded against Call Flows AI Indemnified Parties (including reasonable attorneys' fees) or agreed in settlement by Client resulting from the claim. c. Procedures– The indemnifying party's obligations in this Section 12 are subject to receiving (i) prompt written notice of the claim, (ii) the exclusive right to control and direct the investigation, defense and settlement of the claim and (iii) all reasonably necessary cooperation of the indemnified party, at the indemnifying party's expense for reasonable out-of-pocket costs. The indemnifying party may not settle any claim without the indemnified party's prior written consent if settlement would require the indemnified party to admit fault or take or refrain from taking any action (other than relating to use of the Service, when Call Flows AI is the indemnifying party). The indemnified party may participate in a claim with its own counsel at its own expense. d. Mitigation and Exceptions– In response to an actual or potential infringement claim, if required by settlement or injunction or as Call Flows AI determines necessary to avoid material liability, Call Flows AI may at its option: (i) procure rights for Client's continued use of the App or the Services, (ii) replace or modify the allegedly infringing portion of the App or the Services to avoid infringement without reducing the App's or the Services' overall functionality or (iii) terminate the affected Order and refund to Client any pre-paid, unused fees for the terminated portion of the subscription Term. Call Flows AI's obligations in this Section 12 do not apply (1) to infringement resulting from Client's modification of the App or the Services or use of the App in combination with items not provided by Call Flows AI (including third-party platforms), (2) to infringement resulting from Services other than the most recent release, (3) to unauthorized use of the App or the Services, or (4) if Client settles or makes any admissions about a claim without Call Flows AI's prior written consent. This Section 12 sets out Client's exclusive remedy and Call Flows AI's entire liability regarding infringement of third-party intellectual property rights. 13. TERM, TERMINATION, AND PAYMENT OF FEES a. This Agreement is effective between Client and Call Flows AI as of the date of Client's accepting this Agreement. **Trial Periods:** Call Flows AI may offer a trial period for the Services (a "Trial Period"). Unless otherwise specified in an Order or other communication from Call Flows AI, the default Trial Period is fourteen (14) days. Call Flows AI reserves the right to determine eligibility for a Trial Period and to extend or modify a Trial Period at its sole discretion. Upon expiration of a Trial Period, if Client has not cancelled the trial, Client's access to the Services will automatically convert to the paid subscription plan selected by the Client at the time of trial initiation, and Client will be billed accordingly. Notwithstanding anything else herein, Call Flows AI may terminate Client's access to the Services under a Trial Period at any time, for any reason or no reason, in its sole discretion, with or without notice. The initial term of your paid subscription to the Services is as specified on your Order ("Initial Subscription Term"). THEREAFTER, THE TERM OF THIS AGREEMENT SHALL AUTOMATICALLY RENEW FOR THE SHORTER OF THE INITIAL SUBSCRIPTION TERM OR ONE (1) YEAR (EACH, A "RENEWAL TERM") UNLESS A PARTY NOTIFIES THE OTHER PARTY IN WRITING AT LEAST THIRTY (30) DAYS IN ADVANCE OF THE END OF THE THEN-CURRENT TERM (THE INITIAL SUBSCRIPTION TERM OR ANY RENEWAL TERM, AS APPLICABLE) THAT IT DOES NOT WISH TO RENEW THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING, FOR ANY RENEWAL TERM, CALL FLOWS AI RESERVES THE RIGHT UPON WRITTEN NOTICE TO CLIENT AT LEAST THIRTY (30) DAYS IN ADVANCE OF THE END OF THE THEN-CURRENT TERM TO INCREASE THE PRICING IN EFFECT DURING THE IMMEDIATELY PROCEEDING TERM. For clarity, any services explicitly offered by Call Flows AI as "free services" separate from a Trial Period (if any) shall commence upon Client's creation of an account to access such free services and shall remain in effect until terminated by Call Flows AI, which Call Flows AI may do at any time for any reason at its sole discretion. b. **Termination or Suspension by Call Flows AI:** Call Flows AI reserves the right to suspend or terminate Client's access to and use of the Services, in whole or in part, immediately and without prior notice or liability, for any reason or no reason, including, without limitation, if Call Flows AI, in its sole discretion, believes that Client has breached any term of this Agreement, including but not limited to the limitations on use described in Section 4 or Client's obligations in Section 5. In the event of termination for cause due to Client's breach, Client shall not be entitled to any refund of prepaid fees. Call Flows AI shall not be liable to Client or any third party for any such suspension or termination. c. **Refunds:** All fees paid to Call Flows AI for use of the Services are non-refundable, except as may be expressly provided otherwise herein or as may be determined by Call Flows AI in its sole discretion. Call Flows AI may, in its sole discretion, choose to provide a refund, discount, or credit to Client in specific instances; however, any such decision shall not be construed as an obligation to do so in any other instance, nor shall it be deemed a waiver of this non-refundable policy. Bonus funds or any credits, whether provided by Call Flows AI to Client for any reason (including promotional offers or goodwill gestures) or purchased for usage, are not refundable or redeemable for cash at any time. Termination of this Agreement for any reason shall not entitle Client to a refund of any prepaid fees, except in the event of termination by Client due to an uncured, material breach by Call Flows AI, in which case Call Flows AI shall promptly refund to Client any fees previously paid by Client that pertain to any Services not yet provided as of the date of termination. d. **Payment of Fees:** Client agrees to pay all applicable fees for the Services as specified in the relevant Order or on Call Flows AI's pricing page for the selected plan. All payments shall be made through Shopify Billing, in accordance with Shopify's applicable payment terms. e. **Taxes; Usage Limits and Overage Fees:** Call Flows AI's fees are exclusive of any taxes, levies, duties or similar governmental assessments of any nature, other charges, domestic or foreign imposed by any federal, state, or local tax authority with respect thereto including, for example, GST, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, "Taxes"). Client is responsible for paying all Taxes associated with Client's orders. If Call Flows AI has the legal obligation to pay or collect Taxes for which Client is responsible under this Section, Call Flows AI will invoice Client and Client will pay that amount unless Client provides Call Flows AI with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Call Flows AI is solely responsible for Taxes assessable against it based on its income, property and employees. Client is responsible for ensuring its use of the Services does not exceed the usage limits applicable to its subscribed plan (e.g., included minutes per month), as detailed on Call Flows AI's then-current pricing page (located on `index.html`) or as specified in the relevant Order ("Usage Limits"). Call Flows AI may send a notification to Client when their usage approaches a certain threshold (e.g., 80%) of their current Usage Limits. Client may have the option to increase certain Usage Limits through their Shopify admin portal, where applicable. If Client's usage of the Services exceeds its applicable Usage Limits for the current billing cycle, Client will be responsible for and agrees to pay additional fees for such overage ("Overage Fees") after the included plan allowance is exhausted. The rates for Overage Fees will be as specified in the Order or on Call Flows AI's pricing page. Overage Fees will be charged via Shopify Billing, typically monthly in arrears or as incurred. Failure to pay Overage Fees when due may result in suspension or termination of Services. 14. NOTICES, GOVERNING LAW AND JURISDICTION a. If you reside in the U.S. or your business is located in the U.S., this Agreement is to be construed in accordance with and governed by the laws of the State of New York, United States, without giving effect to its provisions regarding conflict of laws. Each party hereby irrevocably consents to tbe subject to the exclusive jurisdiction and venue of the courts located in New York County, New York, and each Party hereby irrevocably submits to the personal jurisdiction of such courts and waives any jurisdictional, venue, or inconvenient forum objections to such venue and courts. b. If you reside outside of the U.S. or your business is located outside of U.S., this Agreement is to be construed in accordance with and governed by the laws of England and Wales, without giving effect to its provisions regarding conflict of laws. Each party hereby irrevocably consents to the subject to the exclusive jurisdiction and venue of the courts located in London, England, and each Party hereby irrevocably submits to the personal jurisdiction of such courts and waives any jurisdictional, venue, or inconvenient forum objections to such venue and courts. c. All notices are to be sent in writing by email to Call Flows AI at: contact@callflows.ai. Any such notices shall be deemed to have been given upon delivery. 15. PUBLICITY Client Name/Logo. Call Flows AI may use Client's name and/logo to identify Client as a Call Flows AI customer of the Services, including without limitation, on Call Flows AI's public website and marketing materials. Any such use shall be subject to Call Flows AI's compliance with any written guidelines that Client may deliver to Call Flows AI regarding the use thereof. Client hereby grants Call Flows AI a non-exclusive, worldwide, royalty free and fully paid up right and license to utilize its name, logo, trade-marks and trade names for the purposes set forth above. 16. GENERAL a. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and if such provision is determined to be invalid or unenforceable nonetheless, the provision shall be deemed to be severable from the remainder of the Agreement and shall not cause the invalidity or unenforceability of the remainder of the Agreement. b. Client acknowledges and agrees that Call Flows AI has the right, at any time and for any reason, to redesign or modify the Call Flows AI Materials and other elements of the App or any part thereof. c. This Agreement constitutes the entire agreement between Client and Call Flows AI respect to the subject matter herein and supersedes and replaces any prior or contemporaneous understandings and agreements, whether written or oral, including previous non-disclosure agreements between the parties. Call Flows AI may update this Agreement from time to time. We will provide advanced notice of any material updates at least thirty (30) days in advance of the effective date by sending an email, providing notice through the App, or by similar means.; provided however, Call Flows AI may not be able to provide at least thirty (30) days prior written notice of material updates to this Agreement that result from changes in law, regulation, or requirements, directly or indirectly, from telecommunications providers. Except as otherwise specified by Call Flows AI, updates will be effective upon the effective date indicated. The updated version of this Agreement will supersede all prior versions. Following such notice, Client's continued use of the Services and App on or after the effective date of the updated Agreement constitutes Client's acceptance of such updated Agreement . If you do not agree to the updated version of this Agreement , you must stop using the Services and App immediately. d. No failure, delay or default in performance of any obligation of a party (other than a payment obligation) shall constitute an event of default or breach of this Agreement to the extent that such failure to perform, delay or default arises out of a cause, existing or future, that is beyond the control of such party, including action or inaction of governmental, civil or military authority; fire; strike, lockout or other labor dispute; flood, terrorist act; war; riot; theft; epidemic, pandemic or quarantine; earthquake, tornado or other natural disaster; failure or diminishment of power or telecommunications or data networks or services; distributed denial of service (DDoS) or other cyberattacks; or refusal of a license by a government agency. The party affected by such cause shall take all reasonable actions to minimize the consequences of any such cause. e. Client may not assign this Agreement without the prior written consent of Call Flows AI, not to be unreasonably withheld. Notwithstanding the above, Client may assign or transfer this Agreement, without the prior written consent of Call Flows AI, to an affiliate or in connection with a sale or merger of all or substantially all of the Client's business or assets, provided that any such successor agrees to fulfill its obligations under this Agreement. Any unauthorized assignment by Client will be void and of no force or effect. Call Flows AI may, without notice or consent, assign or transfer its rights and/or obligations (in whole or in part) under this Agreement. f. Except as expressly stated herein, nothing in this Agreement shall be considered as granting any rights to third parties. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. g. All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. h. Call Flows AI may use subcontractors and permit them to exercise Call Flows AI's rights (including without limitation the provision of customer support), but Call Flows AI remains responsible for their compliance with this Agreement and for its overall performance under this Agreement. i. In any event of a conflict or inconsistency between the terms herein and the terms of the Order Form, the terms of the Order Form shall prevail. Any additional or conflicting terms contained in purchase orders issued by Client with respect to the subject matter hereof are hereby expressly rejected and shall have no force or effect on the terms of this Agreement or any Order Form. J. EXCEPT FOR CLAIMS RELATED TO OR ARISING FROM CLIENT'S INDEMNITY OBLIGATIONS CONTAINED IN SECTION 12 HEREOF OR CLIENT'S PAYMENT OBLIGATIONS HEREUNDER, CLIENT AND CALL FLOWS AI AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SERVICES OR THE APP MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION SHOULD HAVE REASONABLY BEEN DISCOVERED. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.