Terms & Conditions

Last updated: November 1, 2024

CALLSCALER CLOUD SERVICES AGREEMENT

This CallScaler Cloud Services Agreement (including any supplemental Order Forms and Statements of Work, as amended and in effect from time to time, the “Agreement”) is between CallScaler, Inc. (“CallScaler”) and the entity you represent, or, if you do not designate an entity in connection with your use of the CallScaler Services, you individually (“Customer”) (collectively, the “Parties”). This Agreement is effective as of the date on which Customer accepts or otherwise agrees to this Agreement (the “Effective Date”). The Parties agree as follows:

BY USING THE CALLSCALER SERVICES, CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT. IF CUSTOMER DOES NOT HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT OR DOES NOT OR CANNOT AGREE TO THE TERMS OF THIS AGREEMENT, CUSTOMER SHALL NOT USE THE CALLSCALER SERVICES.

CallScaler may change or modify the terms of this Agreement, and any other policies or agreements posted on the CallScaler website, from time to time without notice. Such changes or modifications shall be effective immediately upon posting to the CallScaler website. Customer acknowledges and agrees that it is Customer’s responsibility to review any updates to this Agreement and to be aware of any modifications. Customer’s continued use of the CallScaler Services after such changes or modifications shall constitute Customer’s acceptance of this Agreement as of the last revised date above. If Customer does not agree to be bound by the terms of this Agreement as of the last revised date, Customer may not use or continue to use the CallScaler Services.

1. DEFINITIONS

“Agreement” means this CallScaler Cloud Services Agreement, including any supplemental Order Forms and Statements of Work, as amended and in effect from time to time.

“CallScaler APIs” means the CallScaler application programming interfaces, scripts, widgets, embeddable snippets, and other tools that allow Customer to integrate with CallScaler’s system.

“CallScaler Services” means, collectively, the Hosted Service, Platform, CallScaler APIs, and Documentation.

“CallScaler Website” means the website located at https://callscaler.com/.

“Customer Content” means all content made available by Customer or its customers to CallScaler for use in connection with the CallScaler Services or generated by Customer via use of the CallScaler Services, including, without limitation, Customer’s trademarks and logos, data specific to Customer’s communications, and all data pertaining to or identifiable to such persons.

“Documentation” means any user guides, help information, and other documentation and information regarding the CallScaler Services that CallScaler delivers to Customer in electronic or other form, including any updates provided from time to time.

“Hosted Service” means the CallScaler cloud service that CallScaler hosts and provides to Customer from time to time, including any changes, improvements, extensions, or other new versions thereof.

“Order Form” means a separate ordering mechanism that CallScaler may provide to Customer, where appropriate, and which is signed by duly authorized representatives of both Parties.

“Platform” means all ideas, concepts, inventions, systems, platforms, software, interfaces, tools, utilities, templates, forms, techniques, methods, processes, algorithms, know-how, trade secrets, and other technologies, implementations, and information that CallScaler uses in providing the CallScaler Services.

2. CALLSCALER SERVICES

A. Applicability

This Agreement applies to all users of CallScaler Services. Any changes to the terms of this Agreement within an Order Form are specific to the named Customer and the CallScaler Service(s) described therein.

B. Provision of Services

Subject to all terms and conditions of this Agreement, CallScaler will provide the Hosted Service in accordance with the CallScaler Service Level Agreement (“SLA”), as set forth at https://callscaler.com/callscaler-sla. The SLA applies only to Customers who have signed a contract with CallScaler.

Customer may use the Documentation solely in connection with the Hosted Service. Upon reasonable prior notice to Customer, CallScaler may modify the Hosted Service (in whole or in part) at any time, provided that CallScaler will not materially reduce the functionality or features of the CallScaler Services.

C. Service Limitations

CallScaler will not be responsible or liable for any failure in the CallScaler Services resulting from or attributable to:

  1. Usage in excess of the usage for which Customer has ordered pursuant to an applicable Order Form.
  2. Failures in any telecommunications, network, or other service or equipment that are not within CallScaler’s reasonable control.
  3. Customer’s products, services, negligence, acts, or omissions.
  4. Any force majeure or other cause beyond CallScaler’s reasonable control.
  5. Scheduled maintenance.
  6. Unauthorized access, breach of firewalls, or other hacking by third parties, except to the extent that CallScaler’s negligence or willful misconduct caused such access, breach, or hacking.

3. CHANGES

A. Changes to CallScaler Services

CallScaler may change any or all of the CallScaler Services from time to time, provided that such changes do not materially reduce the functionality and features of the applicable CallScaler Services or Customer’s rights hereunder. CallScaler will notify Customer of any material change to the CallScaler Services.

B. Changes to APIs

CallScaler may change or discontinue any CallScaler APIs for the CallScaler Services from time to time. For any discontinuation of or material change to a CallScaler API for a CallScaler Service, CallScaler will use commercially reasonable efforts to continue supporting the previous version of such CallScaler API for twelve (12) months after the change or discontinuation, except if doing so:

  1. Would pose a security or intellectual property issue.
  2. Is economically or technically burdensome.
  3. Would cause CallScaler to violate the law or request of any governmental entity.

4. LICENSES AND PROPRIETARY RIGHTS

A. Ownership

Except for the licenses explicitly granted in this Agreement, all right, title, and interest in and to the intellectual property and proprietary rights of whatever nature in the CallScaler Services, including derivative works, are and shall remain the exclusive property of CallScaler and/or its licensors. Nothing in this Agreement should be construed as transferring any aspects of such rights to Customer or any third party. CallScaler and its licensors reserve any and all rights not expressly granted in this Agreement. CallScaler, CallScaler Cloud, and other CallScaler logos and service names are trademarks of CallScaler, Inc. and may not be used by Customer without CallScaler’s express authorization.

B. Restrictions

Except as expressly permitted in this Agreement, Customer shall not directly or indirectly:

  1. Use any of CallScaler’s business, technical, or financial information that is designated in writing as confidential or is disclosed in a manner that a reasonable person would understand the confidentiality of the information disclosed to create any service, software, documentation, or data that is similar to any aspect of the CallScaler Services.
  2. Disassemble, decompile, reverse engineer, or use any other means to attempt to discover any source code of the Platform or the underlying ideas, algorithms, or trade secrets therein.
  3. Copy, distribute, manufacture, adapt, create derivative works of, translate, localize, port, or otherwise modify any aspect of the CallScaler Services.
  4. Use or allow the transmission, transfer, export, re-export, or other transfer of any product, technology, or information it obtains or learns pursuant to this Agreement (or any direct product thereof) in violation of any export control or other laws and regulations of the United States or any other relevant jurisdiction.
  5. Use or attempt to use the CallScaler Services to:
    • Send harassing messages.
    • Knowingly call numbers that have been listed on any municipality’s or federal “Do Not Call” registry.
    • Access or allow access to emergency services, such as 911-type communications.
    • Engage in fraud or phishing of sensitive data.
    • Misrepresent its identity.
  6. Violate a country’s or a state’s law by using the CallScaler Services to record a telephone conversation without ensuring all parties are informed. Customer may not use the recording capability of CallScaler Services unless it has determined that its use is legal.
  7. Permit any third party to engage in any of the foregoing prohibited acts.

C. Feedback

All of Customer’s suggestions for correction, change, or modification to the CallScaler Services, evaluations, benchmark tests, and other feedback provided to CallScaler (collectively, “Feedback”) will be the property of CallScaler. Customer hereby assigns any rights in such Feedback to CallScaler. Customer agrees to assist CallScaler, at CallScaler’s expense, in obtaining intellectual property protection for such Feedback, as CallScaler may reasonably request.

D. Customer Content

Customer retains ownership of all right, title, and interest in and to the Customer Content. During the term of this Agreement, Customer hereby grants to CallScaler a limited, worldwide, non-exclusive, non-transferable (except as provided in Section 14.B), royalty-free right to use the Customer Content solely as necessary to provide the CallScaler Services in accordance with this Agreement and applicable law.

CallScaler may create aggregated and de-identified data that is derived from Customer’s use of the CallScaler Services (“Aggregated Usage Data”). CallScaler may use Aggregated Usage Data for its internal and business operations, including conducting aggregate analysis of the CallScaler Services’ performance and use. CallScaler may disclose the results of its analysis of Aggregated Usage Data to third parties, provided that such results do not contain any personally identifiable information of Customer’s users, identify either Customer or any of its users, or enable a third party to determine that either Customer or any of its users were the source of such information.

5. PAYMENTS, TAXES, AND REFUNDS

A. Fees

Customer agrees to pay CallScaler for its use of CallScaler Services at the rates provided in the applicable Order Form or as displayed on the CallScaler Website under the “Pricing” section.

B. Payment Terms

Customer shall make all payments to CallScaler using a credit card or as otherwise agreed upon in writing. Customer shall make payments without any right of set-off or deduction. All payments related to this Agreement shall be in United States dollars.

If, at any time, Customer’s account shows a negative balance, CallScaler may charge Customer’s credit card the amount necessary to bring the account balance to zero dollars, with or without notice to Customer. If Customer has a negative balance and does not have a credit card on its account, CallScaler may restrict Customer’s access to the CallScaler Services and may pursue any method of recovering the amount Customer owes.

Customer shall reimburse CallScaler for any and all costs CallScaler incurs in collecting any late payment of amounts due or related interest, including attorneys’ fees, court costs, and collection agency fees.

Fees and charges for any new CallScaler Services or any new feature of CallScaler Services shall be effective when CallScaler posts such updated fees and charges on the CallScaler Website, unless CallScaler expressly states otherwise in a notice.

C. Taxes and Regulatory Fees

Any government or telecommunications carrier fees, charges, taxes, duties, and tariffs which are passed through by CallScaler at-cost may be increased or added at any time with or without notice. CallScaler may charge Customer these pass-through fees, charges, taxes, duties, and tariffs in arrears.

As the end user, Customer is responsible for payment of such fees, charges, taxes, duties, and tariffs. Without limitation, Customer is responsible for all applicable sales taxes unless Customer first claims a sales tax exemption by providing CallScaler with an exemption certificate acceptable to the applicable authorities.

D. Phone Numbers

Customer is solely responsible for the cost of any phone number monthly fees incurred through its use of CallScaler Services. If Customer ends its use of CallScaler Services and wishes to end its leases for any phone numbers, Customer shall release its phone numbers associated with the CallScaler Services. Customer shall continue to pay any phone number monthly fees for phone numbers that remain unreleased. In no event shall CallScaler refund any payment for Customer’s failure to release its phone numbers.

E. Refunds

1. Refund Period for New Customers

New Customers are eligible for a refund of payments made within the first fourteen (14) days from the Effective Date (“Refund Period”). To request a refund during the Refund Period, Customer shall contact CallScaler as soon as it believes an error has occurred. The refund does not apply if the Customer has:

CallScaler, in its sole discretion, may grant or deny the refund request based on these conditions.

2. General Refund Policy

Except as provided above, Customer is not entitled to any refund of payments. Notwithstanding the foregoing, Customer may request a refund in the case of erroneous charges directly caused by CallScaler’s error. To request a refund, Customer shall contact CallScaler as soon as it believes an error has occurred. CallScaler, in its sole discretion, may grant the refund request.

Without limitation, in no event will CallScaler refund payments for charges:

  1. Paid for using a prepaid card.
  2. Arising out of Customer’s error or omission.
  3. Incurred due to fraud for which CallScaler was not responsible.
  4. Related to phone number monthly costs.

6. USE AND SUSPENSION

A. Acceptable Use Policy

Customer shall comply with CallScaler’s Messaging Requirements and Code of Conduct, which is available at https://signalwire.com/legal/messaging-code-of-conduct, and which is incorporated herein by reference. These requirements are aligned with our partner SignalWire’s Messaging Code of Conduct. CallScaler may modify the Messaging Requirements and Code of Conduct at any time without notice. Any modifications shall be considered incorporated into this Agreement and accepted by Customer’s continued use of the CallScaler Services. CallScaler may investigate complaints or alleged violations of the Messaging Requirements and Code of Conduct and take immediate action with or without notice to Customer.

B. Suspension

CallScaler may suspend Customer’s right to access or use any portion or all of the CallScaler Services immediately upon notice to Customer if CallScaler determines:

  1. Customer’s use of the CallScaler Services:
    • Poses a security risk to the CallScaler Services or any third party.
    • Could adversely impact CallScaler’s systems, the CallScaler Services, or the systems of any other CallScaler customer.
    • Could subject CallScaler, its affiliates, or any third party to liability.
    • Could be fraudulent.
  2. Customer is in breach of this Agreement.
  3. Customer is in breach of its payment obligations under Section 5.
  4. Customer has ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or becomes the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding.

C. Effects of Suspension

If CallScaler suspends Customer’s right to access or use any portion or all of the CallScaler Services:

  1. Customer remains responsible for all fees and charges it incurs during the period of suspension.
  2. Customer will not be entitled to any service credits for any period of suspension.

D. Indemnification

Customer agrees to indemnify and hold harmless CallScaler from any losses, damages, costs, or expenses resulting from any third-party claim or allegation arising out of any alleged or actual violation of the Messaging Requirements and Code of Conduct, or other misuse of CallScaler Services, by Customer.

7. TERM AND TERMINATION

A. Term

This Agreement is effective as of the Effective Date and will remain in effect until terminated in accordance with this Section 7.

B. Termination by CallScaler

CallScaler may terminate this Agreement for any reason by providing at least thirty (30) days’ advance written notice to Customer.

C. Immediate Termination

CallScaler may terminate this Agreement immediately upon written notice to Customer if CallScaler determines that:

  1. Customer used any CallScaler Services in an unauthorized manner.
  2. Customer failed to make timely payment to CallScaler within five (5) days after written overdue notice.
  3. Customer committed a material breach of this Agreement and fails to remedy that breach within thirty (30) days of receipt of notice of material breach.
  4. The CallScaler Services have become, or in CallScaler’s reasonable opinion are likely to become, the subject of a claim of intellectual property infringement or trade secret misappropriation.

D. Termination by Customer

Customer may discontinue its use of CallScaler Services at any time. If Customer ceases its use of CallScaler Services and/or deletes its account, Customer remains responsible for, and shall pay, all fees and charges it owes for its use of the CallScaler Services, including any phone number monthly fees whose periods may extend beyond the last date of Customer’s use of CallScaler Services.

E. Survival

Sections 2.C, 4, 5, 7.D, 8, 9, 10, 11, 12, 13, and 14 of this Agreement shall survive the termination of this Agreement for any reason.

8. CONFIDENTIALITY

A. Confidential Information

The Parties shall retain in confidence all information and know-how transmitted by one Party to the other Party that is clearly designated as being proprietary and/or confidential or that, by the nature of the circumstances surrounding the disclosure, ought reasonably to be treated as proprietary and/or confidential, and will make no use of such information and know-how except to further the purposes set forth in this Agreement.

B. Exceptions

Notwithstanding Section 8.A, the Parties need not maintain the confidentiality of information that:

  1. Is now or subsequently becomes generally known or available by publication, commercial use, or otherwise through no fault of the recipient.
  2. Is known by the recipient at the time of disclosure and is not subject to restriction.
  3. Is independently developed by the recipient without use of the discloser’s confidential information.
  4. Is lawfully obtained from a third party who has the right to make such disclosure.

Further, the recipient may disclose confidential information as required by government or judicial order, provided the recipient gives the disclosing party written notice prior to such disclosure and complies with any protective order (or equivalent) imposed on such disclosure.

9. WARRANTY AND DISCLAIMER

A. Warranty

CallScaler represents and warrants that:

  1. The CallScaler Services will materially conform to their then-current Documentation.
  2. CallScaler will maintain appropriate administrative, physical, and technical safeguards consistent with prevailing industry standards and designed to protect the security of the CallScaler Services and Customer Content.
  3. CallScaler will comply with all applicable laws and regulations in its performance of the Agreement, including the collection and use of personally identifiable information.

B. Disclaimer

Except for the foregoing warranties, the CallScaler Services are provided to Customer “as is,” and CallScaler and its suppliers disclaim all other warranties, either express or implied, including but not limited to any warranty of merchantability, non-infringement, and/or fitness for a particular purpose. CallScaler and its suppliers do not warrant that the CallScaler Services will meet Customer’s requirements or that the operation thereof will be uninterrupted or error-free, or that errors will be corrected.

10. LIMITATION OF LIABILITY

A. Exclusion of Damages

In no event shall either Party have any liability for consequential, exemplary, special, indirect, incidental, or punitive damages, including (without limitation) any lost profit, lost data, or business interruption, even if it has been advised of the possibility of such damages.

B. Limitation on Liability

In any event, and notwithstanding any other provision in this Agreement, the aggregate liability of CallScaler for any reason and upon any cause of action under this Agreement shall be limited to the amount Customer paid to CallScaler during the six (6) months prior to the date upon which the cause of action arose.

C. Exceptions

The limitations and exclusions of liability in Sections 10.A and 10.B shall not apply to nor limit either Party’s liability for infringement of the other Party’s intellectual property rights; either Party’s violation of applicable law; or CallScaler’s obligations under Section 11.

11. INDEMNIFICATION

A. Indemnification by CallScaler

If a third party brings a claim against Customer alleging the CallScaler Services as provided by CallScaler directly infringe the intellectual property rights of the third-party claimant, CallScaler will defend Customer against any such claim and will pay Customer for finally-awarded damages and costs and CallScaler-approved settlements of the claim, provided that Customer:

  1. Notifies CallScaler promptly in writing, not later than thirty (30) days after Customer receives notice of the claim (or sooner if required by applicable law).
  2. Gives CallScaler sole control of the defense and any settlement negotiations.
  3. Gives CallScaler the information, authority, and assistance CallScaler needs to defend against or settle the claim.

B. Exclusions

CallScaler’s obligations to defend or indemnify will not apply to the extent that a claim is based on:

  1. Customer’s content or Customer’s or a third party’s technology, software, materials, data, or business processes.
  2. A combination of the CallScaler Services with non-CallScaler products or services.
  3. Any use of the CallScaler Services not in compliance with this Agreement or any relevant Order Form.

C. Remedies

CallScaler may, in its discretion and at no cost to Customer:

  1. Modify the CallScaler Services to avoid infringement.
  2. Terminate Customer’s subscription for the affected CallScaler Services and refund to Customer any related prepaid fees.

12. THIRD-PARTY CONTENT

A. Access to Third-Party Services

The CallScaler Services enable Customer to link to and access third-party websites, platforms, content, products, services, and information (“Third-Party Services”). CallScaler does not control and is not responsible for Third-Party Services. Customer is solely responsible for:

  1. Ensuring that it complies with the terms of use for Third-Party Services.
  2. Ensuring that its access and use is authorized by the terms of use for the Third-Party Services.
  3. Any transfer or distribution of its content from the CallScaler Services to Third-Party Services.

B. Disclaimer

Any Third-Party Services that CallScaler Services link to or access are provided “as is” and “as available,” and CallScaler is not responsible for, and has no obligation to Customer regarding, Third-Party Services. CallScaler disclaims all liabilities arising from or related to Third-Party Services.

C. Changes to Third-Party Services

Customer acknowledges that:

  1. The nature, type, quality, and availability of Third-Party Services may change at any time with or without notice.
  2. Third-Party Services that connect with CallScaler Services depend on the availability of third-party APIs. CallScaler may change or modify CallScaler Services as a result of changes to third-party APIs, including ending Customer’s access to certain Third-Party Services. Any changes to Third-Party Services, their availability, or their APIs do not change Customer’s obligations under this Agreement or any related Order Form.

13. BETA SERVICES

A. Participation

Customer may elect to participate in any evaluation or test of any pre-production version of any CallScaler services that are offered by CallScaler to Customer for the sole purpose of testing and evaluating such services (“Beta Services”).

B. Conditions

If Customer elects to participate in any evaluation or test of any Beta Services, then the following conditions shall apply:

  1. Beta Services are provided “as is” and “as available” with no warranty whatsoever.
  2. Beta Services are pre-release, pre-production versions and may not work properly, and Customer’s use of Beta Services may expose it to unusual risks of operational failures.
  3. Customer shall not use Beta Services in a live production environment.
  4. Customer shall not use Beta Services where their use could affect any systems relating to the control of hazardous environments, life support, or weapons systems.
  5. The commercially released version of the Beta Services may change substantially from the pre-release version, and programs that use or run with the pre-release version may not work with the commercial release or subsequent releases.
  6. CallScaler may, in its sole discretion, terminate Beta Services at any time without notice.

C. Feedback

Customer shall provide prompt feedback regarding its experience with Beta Services in a form reasonably requested by CallScaler, including information necessary to enable CallScaler to duplicate errors or problems that Customer may experience. Customer agrees that all information regarding its use of Beta Services, including Customer’s experience with and opinions of Beta Services, will be deemed CallScaler’s confidential information, subject to protection under Section 8.

D. Use of Feedback

Customer agrees that CallScaler may use Customer’s Beta Services feedback for any purpose whatsoever, including product development purposes. At CallScaler’s request, Customer shall provide CallScaler with comments that CallScaler may use publicly for press materials and marketing collateral. Any intellectual property inherent in Customer’s feedback or arising from Customer’s testing of Beta Services will be deemed the exclusive property of CallScaler.

E. Limitation of Liability

Customer is not entitled to any refund or any other form of compensation for downtime or other problems that may result from Customer’s use of Beta Services. Subject to the foregoing limitations, the maximum aggregate liability of CallScaler and any of its employees, agents, affiliates, or suppliers, under any theory of law for harm to Customer arising from its use of Beta Services will be a one-time payment of money not to exceed one hundred dollars ($100.00).

14. MISCELLANEOUS

A. Severability

If any part of this Agreement is held by a court of competent jurisdiction to be illegal or unenforceable, the validity or enforceability of the remainder of this Agreement shall not be affected, and such provision shall be deemed modified to the minimum extent necessary to make such provision consistent with applicable law.

B. Assignment

Neither Party may assign this Agreement or its rights or obligations under this Agreement to any person or party, whether by operation of law or otherwise, without the prior consent of the other Party (at such Party’s sole discretion). Any attempt to assign this Agreement without such prior consent, where such consent is required, shall be null and void. Notwithstanding the foregoing, either Party may assign or otherwise transfer this Agreement to:

  1. Its affiliate.
  2. Any successor by way of acquisition or merger, so long as such assignee assumes all of the assigning Party’s obligations hereunder and is not a competitor of the non-assigning Party.

Subject to the foregoing conditions, this Agreement shall be binding upon and inure to the benefit of each Party and its respective successors and assigns. There are no intended third-party beneficiaries of this Agreement.

C. No Waiver; Limitations

Failure by either Party to exercise any right or remedy under this Agreement does not signify acceptance of the event giving rise to such right or remedy. To the extent permitted by applicable law, no action, regardless of form, arising out of this Agreement may be brought by Customer more than one (1) year after the cause of action has accrued.

D. Governing Law and Venue

The terms of this Agreement will be governed by and interpreted according to the laws of the State of Wisconsin, without regard to conflicts of laws and principles that would cause laws of another jurisdiction to apply. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. Any legal suit, action, or proceeding arising out of or related to this Agreement or the CallScaler Services shall be instituted in either the state or federal courts of Dane County, Wisconsin, and the Parties each consent to the personal jurisdiction of these courts.

E. Notices

To Customer: CallScaler may provide any notice to Customer under this Agreement by sending a message to the email address then associated with Customer’s account. Notices CallScaler provides by posting on the CallScaler Website shall be effective as of the time and date of posting. It is Customer’s responsibility to keep its email address current.

To CallScaler: To give CallScaler notice under this Agreement, Customer shall contact CallScaler via email support. Notice shall be deemed to have been received by CallScaler within 30 days of the time sent.

F. Export Law Assurances

Customer acknowledges that the CallScaler Services may be subject to export and import control laws and agrees to comply fully with those laws in connection with the CallScaler Services. Customer agrees that the CallScaler Services are not being, and will not be, acquired for, shipped, transferred, or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals.

G. Force Majeure

Except for performance of a payment obligation, neither Party will be liable to the other by reason of any failure in performance of this Agreement if the failure arises out of acts of God, acts of the other Party, acts of governmental authority, fires, strikes, delays in transportation, riots, terrorism, war, an outbreak of infectious disease, epidemic or pandemic, or any causes beyond the reasonable control of that Party.

H. Publicity and Endorsement

During the Term of this Agreement, CallScaler may issue a press release in which it announces that Customer has subscribed to the CallScaler Services. Customer, at its discretion, may also issue a press release about the mutually agreed content. Neither Party shall release its press release without first providing such press release to the other Party for its review and approval, which approval shall not be unreasonably withheld or delayed.

I. Entire Agreement

This Agreement, together with all applicable Order Forms, comprises the entire agreement between the Parties regarding the subject matter hereof and supersedes and merges all prior proposals, understandings, and other agreements, oral and written, between the Parties relating to the subject matter of this Agreement.

15. LIFETIME DEAL TERMS

The term “Lifetime Deal” as used herein refers to a purchase option whereby customers acquire access to the CallScaler product for the duration of its existence, contingent upon CallScaler, Inc.’s ongoing availability and support of the product. CallScaler, Inc. will make every commercially reasonable effort to maintain the availability and support of the product; however, CallScaler, Inc. cannot guarantee that the product will remain available indefinitely.

In the event that CallScaler, Inc., in its sole discretion, determines that continued support and availability of the product is no longer feasible due to unforeseen or extraordinary circumstances, CallScaler, Inc. will provide affected Lifetime Deal customers with no less than three (3) months’ prior notice of the product’s end of availability. By purchasing a Lifetime Deal, the customer acknowledges and agrees to be bound by these terms and conditions.