Terms & Conditions

Welcome to Customer Circle. The terms set forth below govern your use of Customer Circle Services, whether you are a paying user or a free trial user. Please read it carefully before you begin using Customer Circle Services. You will find defined terms (such as “Customer”) in Section 1.

 

Binding Agreement. Once you access Customer Circle Services, that means you, as Customer, have agreed to the terms set forth below. That means that this document is a legally binding contract between Customer Circle. and you, the Customer. If you do not wish to be bound by this Agreement, you can stop using the Customer Circle Services or you can contact us to propose amendments.

 

The Agreement applies to your use of Customer Circle Services on the applicable Invoice or ordered on the “Customer Admin System” (and its successor page). It does not apply to any invoice for other services unless otherwise specified in writing in such other invoice.

 

Please note: Your account is limited to the number of “Seats” that you request. Each “Seat” means one login by one user at a time for eight hours. Additional time requires another “Seat.” Please see the definition of “Seat” below.

1. Definitions

Agreement means, for paying Customers, this document (which includes the applicable Invoice) and for Customers who are free trial users, then just this document.

Billing Cycle means the one month between each Billing Date. By way of example and for purposes of clarification, if Customer initially activated its Customer Circle Service and respective Seats on the 5th of the month, and then activated additional Seats on the 10th of the month, then thirty (30) days after the 5th of that month (the initial activation month) will be considered one billing cycle, even if various Seats were activated during that billing cycle. Accordingly, if Customer signed up on March 5th, March 5th to April 4th will be considered one billing period since that constitutes thirty (30) days. Any Seats activated, for example, on March 10th, will be billed on a prorated basis during this same period.

Billing Date means each monthly anniversary of the day that Customer initially signed-up (i.e., the initial activation date).

Customer means each business or person (i) signing an invoice with Customer Circle to use the Customer Circle Services or (ii) using the Customer Circle Services on a free trial basis. In each case, it also includes all users who obtain access to such Customer Circle Services through the account of that business or person who accesses Customer Circle Services, whether through a free trial or through an account or other means. “You” refers to the Customer (or user under its account).

Customer Admin System means the digital location (e.g., the Internet) through which Customer can order additional Customer Circle Services and perform certain functions to maintain Customer’s accounts with Customer Circle.

Customer Equipment means any and all software, databases, desktops/PCs, bandwidth connectivity, firewall/router, network configuration, internal network equipment, and any other requirements details in Addendum A. Customer must meet or exceed all required Customer Equipment for the proper and effective activation and installation of any Customer Circle Services.

Dial-In Service means a service option that will allow Customer to use the Customer Circle Services using a landline, rather than Customer’s Internet connection, providing Customer an option that could minimize its bandwidth usage.

Effective Date means the date that you, as a Customer, start using the Customer Circle Services by accessing them.

Inbound Service means the ability of Customer to receive incoming calls to its call center and/or place of business. Customer may use the Inbound Service offered by Customer Circle to handle incoming calls by its customers or potential customers.

Invoice means the document that you, the Customer, sign to begin using the Customer Circle Services other than as a free trial user (because such users do not sign an invoice). The Invoice is incorporated into this Agreement by this reference.

Party refers to Customer Circle or the Customer bound by this Agreement and Parties refers to both Customer Circle and that Customer (you).

Predictive Dialer means a dialer that is a computerized system that automatically dials batches of telephone numbers for connection. The Predictive Dialer is part of the Customer Circle Services licensed to Customer.

Proprietary Materials means all patents, copyrights, design rights, trademarks, service marks, trade secrets and other proprietary rights, including but not limited to intellectual property rights owned or licensed by Customer Circle. Customer Circle retains exclusive ownership of its Proprietary Materials.

Customer Circle Services means each service option that, during the term of the Agreement, Customer Circle provides and Customer orders, including without limitation the: Customer Relationship Management (CRM), VCC, Dial-In Service, Voice Broadcasting Service, Text Messaging Service, Email Account Service and Soft Phone.

Seat means one login. Customer can activate a Seat so that Customer’s assigned employee(s) may use the Customer Circle Services, and any other related services, in order to make necessary sales, marketing or general calls on behalf of Customer. Customer may activate one or more Seats, depending on Customer’s business needs, consistent with the Agreement and any attachments hereto.

Soft Phone means a service option that consists of a software program that is used to make telephone calls over the Internet using a general-purpose computer, rather than using dedicated hardware. A Soft Phone is designed to behave like a traditional telephone, using ”Voice over IP” (known as VoIP) technology to process telephone calls.

Virtual Call Center or “VCC” means the software, hosted on server(s) owned and/or managed by Customer Circle (or to which Customer Circle has access for providing Customer Circle Services), that enables the user to process data to deliver a text, email or voice message by telephone, text message or email message to a list of recipients that has been created and input by the user. The VCC is proprietary to Customer Circle and is protected by intellectual property laws and international intellectual property treaties.

Customer Relationship Management or “CRM” means the software, hosted on server(s) owned and/or managed by Customer Circle (or to which Customer Circle has access for providing Customer Circle Services), that enables the user to process data and collects and stores user data for display. The Customer Circle CRM is proprietary to Customer Circle and is protected by intellectual property laws and international intellectual property treaties.

Voice Broadcasting means a pre-recorded message to phone numbers provided to Customer Circle by Customer that are numbers of individuals and/or entities from which Customer has explicit consent for the delivery of such messages, as required by applicable laws (or such consent is not required by applicable laws). All Voice Broadcasting shall be subject to a per minute price, based on the option selected by Customer.

Text Message Broadcasting means a pre-written text message to phone numbers provided to Customer Circle by Customer that are numbers of individuals and/or entities from which Customer has explicit consent for the delivery of such messages, as required by applicable laws (or such consent is not required by applicable laws). All Text Message Broadcasting shall be subject to a per text message price, based on the option selected by Customer.

 

2. License: Software

 

• License Grant.
  Customer Circle hereby grants a non-exclusive, revocable, non-transferable license to Customer to access to the Customer Circle Services Customer Circle Services to be used by Customer solely for Customer’s lawful business purposes, such use at all times to be in compliance with the Agreement. Access and use by Customer shall be permitted only for the number of Seats specified in the relevant Invoice(s) (or in the case of a free trial, the number of Seats provided in that free trial) and at all times in compliance with the Agreement. Neither the Agreement nor any actions by Customer Circle constitutes a transfer of title to any Customer Circle Services, including without limitation its underlying software and/or features and functionality and no sale of the software occurs as a result of the Customer entering into the Agreement. Customer Circle expressly reserves all other rights.
• License Restrictions.
  Customer agrees not to: (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make any Customer Circle Services available to any third party in any way; (ii) permit access to and/or use of any Customer Circle Services by more than the Seats specified in the relevant Invoice(s); (iii) modify, or make derivative works based upon, any Customer Circle Services, (iv) access any Customer Circle Services for any purpose not expressly authorized in the Agreement, including without limitation to develop a competitive product; (v) reverse engineer any Customer Circle Services or any other services provided by Customer Circle; and/or (vi) use any Customer Circle Services in a manner that: (A) violates any terms of the Agreement or otherwise conflicts with the general intent of the Agreement; (B) violates any applicable law or regulation or gives rise to a claim of such violation by the appropriate governmental agency or third parties granted rights under any applicable law or regulation; and/or (C) would violate Customer Circle’s intellectual property rights.

3. Customer Equipment.
In order for Customer Circle to be able to properly, effectively and timely implement Customer Circle Services, Customer must ensure that it meets or exceeds the Customer Equipment requirements detailed in Addendum A. Although Customer Circle is not obligated to do so, Customer Circle may assess Customer Equipment to establish equipment suitability for use of Customer Circle’s services. Customer agrees to cooperate with Customer Circle staff during this assessment. It will be Customer’s responsibility to adjust and/or otherwise optimize the Customer Equipment, whether the result of such assessment or otherwise, in order for implementation of Customer Circle Services. Because the ownership and maintenance of Customer Equipment are the responsibility of Customer, and may change over time due to unforeseen circumstances, the assistance of Customer Circle staff in evaluating and/or making recommendations are not a guarantee or warranty, expressed or implied, that the Customer Equipment is or will be suitable to utilize Customer Circle Services. In the event that after assessment by Customer Circle staff the Customer Equipment is deemed to be unsuitable, then Customer will have the option to upgrade the Customer Equipment, per Customer Circle’s recommendations, or to cancel the Agreement prior to activation of Customer Circle Services. Customer agrees and acknowledges that Customer shall have no right to any refund and shall be liable for payment for use of and/or access to Customer Circle Services and shall be responsible for cancellation of its account in accordance with the Agreement.

4. Effective Date, Renewal & Cancellation

• Effective Date. The Agreement commences on the Effective Date, and will remain in effect consistent with the terms of the Agreement. Either Party may terminate the Agreement by giving thirty (30) days notice prior to the end of the Customer‘s Billing Date, subject to Section 13(d). Please note that such notice must comply with Section 13(g) below. For Customers who are free trial users, the Agreement will end at the end of the free trial period (subject to Section 13(d)), unless you become a paying user.
• Automatic Renewal. Please remember that all billing is done on a monthly cycle, based upon the initial activation date. Accordingly, Customers who want to cancel their order must send the cancellation notice at least thirty (30) days prior to the next Billing Date (i.e., thirty days before the end of the then-current Billing Cycle). In the event that Customers do not give that written notice at least thirty (30) days prior to the next Billing Date, the service will automatically renew for an additional month, and such Customer will be liable for any and all payments due per the terms of their selected service(s). In the event that Customer has activated Seats at various days of the month, the thirty (30) day cancellation policy shall continue to apply to all Seats activated in the preceding month—i.e., if the Customer has not provided the written cancellation as specified, then the Customer will be billed for all Seats for all of the next Billing Cycle, irrespective of when in the preceding month those Seats were activated. Any pre-paid services may not be cancelled prior to the expiration of the pre-paid term.
• Cancellations. Any and all cancellation by Customer must be consistent with the cancellation terms detailed in the Agreement. Customer Circle reserves the right to suspend or terminate the Agreement for any actual, material or alleged breach or violation of the Agreement by Customer or by a legitimate request of a government agency. A breach by Customer may include, without limitation delinquent payments by Customer, violation by Customer of local, state or federal laws, rules and regulations, activity by Customer that Customer Circle reasonably believes will cause harm to Customer Circle, other Customer Circle customers and any other third party, and/or actions by Customer that Customer Circle reasonably believes is a security risk for Customer Circle, other Customer Circle customers and/or any other third party. In the event that Customer is in breach of the Agreement due to a late payment, regardless of the cause of the delinquency or the amount delinquent, then Customer Circle may cancel the Agreement or temporarily suspend Customer’s account until such time that Customer pays any and all delinquent charges and fees owed. Customer will be responsible for all and any related fees and costs incurred by Customer Circle as a result of the delinquency. Customer Circle also reserves the right to apply any deposits or other amounts paid to Customer Circle by Customer towards the delinquent charges and fees and related fees and costs. In the event that Customer Circle takes any action to collect payment or to enforce any provision of the Agreement, Customer agrees to pay all costs of such action or suit incurred by Customer Circle, including reasonable attorney’s fees and any interest on any unpaid amount.

5. Accessibility and Maintenance

• Activating Seats, etc. Upon the Effective Date of the Agreement, Customer may activate Seats by contacting Customer Circle or via a Customer Admin System, unless Customer Circle (by written approval of an authorized person) and Customer have made other arrangements for earlier activation. Customer may log on to its appointed Customer Admin System, and will have the option to activate as many Seats as necessary for the applicable fees and charges. Customer may login as frequently as necessary, and may activate one or more Seats, each log-in time, via the Customer Admin System.
• Scheduled Maintenance. Customer Circle will, from time to time, conduct scheduled and necessary maintenance and upgrades to the Customer Circle Services, and therefore, they may be inaccessible or inoperable. Customer Circle will use commercially reasonable efforts to perform maintenance in a timely fashion so that services may be restored in a timely fashion. However, Customer understands that some maintenance might be more extensive than others and might take more time to implement and complete.
• Outages. Customer understands that, from time to time, the Customer Circle Services and other related services may be inaccessible or inoperable due to reasons such as the operation of Customer Equipment, telecommunications and network connections and/or causes that may include, without limitation, electrical shortages, blackouts, acts of war or terror, civil disturbance, acts of god or nature, strikes, national emergencies, or acts of any court or government. Customer Circle will have no liability for such disruptions or the consequences thereof.

6. Billing for Customers Who Are Paying Users

• Initial Payment(s). Upon execution of the Agreement and prior to activation of services, Customers who are paying users must pay Customer Circle for all charges and fees due, consistent with the Service Order Agreement, prior to the activation of the Customer Circle Services and any other services. Any and all payments due must be made by cash, check, or wire transfer of immediately available funds or by credit card. Customer Circle will not activate and/or deliver any service in advance of payment (other than to Customers who are free trial users). In addition to receiving payment, Customer Circle must have on file a fully executed credit card authorization form, prior to activating the service(s).
• Subsequent Payment(s). While the initial payment may be made to Customer Circle by a payment method other than credit card, the renewal of Seats, activation of any additional Seats and/or activation of any service by Customer subsequent to the Effective Date of the Agreement will be billed to the credit card on file. In the event that Customer desires to pay via an alternative payment method, then Customer must make advance arrangements with Customer Circle. Customer Circle may, in its sole discretion, choose to decline any such alternative payment methods. If Customer Circle accepts the receipt of an alternative payment method, it will be Customer’s sole responsibility to ensure that any such alternative payment method (i.e. check or wire transfer) is delivered to Customer Circle in time in order to ensure the timely renewal and/or activation of any Seat and/or service. Customer Circle will not be responsible for any Seat and/or service that is cancelled and/or not activated due to it not receiving funds via the alternative payment method in a timely fashion by Customer.
• Renewal Payment(s) for Already Activated Seats. Generally, unless as otherwise stated in this Section, the credit card that Customer has on file with Customer Circle, will be charged the applicable amount, consistent with the Seats that are up for renewal on the Billing Date. All Payments due for the renewal of Seats will be due on this date.
• Activation of New Seats. Generally, unless as otherwise stated in this Section, the credit card that Customer has on file with Customer Circle will be charged the applicable amount for the activation of new Seats. Customers that are on a month-to-month Agreement may activate additional Seats via the Customer Admin System.

 

Any renewal charges for the subsequently activated Seats shall be prorated and subsequently billed based on the Billing Date. For purposes of clarification and by way of example, if Customer elects an unlimited month to month plan and the Effective Date is March 1 (the date that Customer Circle receives the fully executed Agreement and attachments) and on March 1st Customer elects to activate 2 Seats, then three-hundred and ninety-eight dollars ($398) will be due on March 1st to Customer Circle (2x$199). If Customer activates one additional Seat on March 20th (after 2 Seats were already activated on March 1st), then Customer shall be billed the prorated amount for this Seat, prorated from the activation date of the Seat to the Customer’s initial Billing Date. Accordingly, Customer shall be billed approximately sixty-six dollars ($66.00) for this Seat (March 20th to March 31st). Customer will be charged the full monthly dollar amount of all activated Seats on April 1st, the anniversary of their Billing Date. The per Seat cost in the foregoing example is applicable to an unlimited month to month plan, and will vary depending on the respective plan and service Customer selects.

• Past Due Balances. In the event that Customer is past due on any balance due, whether because their credit card is declined or otherwise, Customer will be subject to:
• An interest charge of 1.5% per month for all past due sums
• Suspension or cancellation of their account for Customer Circle Services, and potential liability for any and all costs and fees Customer Circle incurs in attempting to collect past due balances, including costs and attorney’s fees.
• Collection of Fees. In the event that Customer is past due on any balance due, Customer Circle may at its discretion give Customer reasonable time to cure the delinquency, in addition to paying any and all interest accrued on the past due balance. However, if Customer does not cure the delinquency and make such payments in the time specified by Customer Circle, then Customer Circle may, at its discretion, exercise any and all legal collection rights to collect all past due balances, in addition to accrued interest and costs and fees incurred by Customer Circle in its collection efforts, as well as any other remedies Customer Circle may have at law or in equity.
• Method of Payment. Consistent with this Section, Customer shall pay Customer Circle by placing on file a credit card to be charged for the designated services. However, in the event that Customer desires to designate a new credit card, then Customer must comply with Sections (i) to (iii) below:
• Give Customer Circle timely written notice of its intent to change its method of payment.
• Provide Customer Circle with a fully executed credit card authorization form, that will be provided by Customer Circle to Customer, once Customer Circle receives the written notice.
• iii. In the event that Customer Circle does not receive the notice in a timely fashion and therefore has yet to process the request, and as a result Customer’s on- file credit card is declined, Customer Circle shall not be held liable for the suspension or termination of Customer’s service(s).
• Per Minute Charges. For any Customer Circle Services and/or services that are billed on a per minute basis (including, for example, all orders for more than ten (10) Seats), Customer Circle will bill them on a per minute basis.
• Per Minute Rates. The per minute rates set forth in the Invoice shall be used for your account. If there is any doubt, and unless otherwise specified in the Invoice, these rates apply only to the forty-eight (48) continental states, i.e., excluding Hawaii and Alaska. These rates do not apply to Canada or other countries. In some rare cases, if an area code carries excessively high per minute rates, Customer Circle may, at its reasonable discretion, restrict access. If such restriction applies, then Customer may call numbers in the restricted area code by making arrangements in writing with Customer Circle to pay the applicable charges for such area codes.
• Extending Credit. Customer Circle may, at its discretion, extend Customer credit for services to be provided or already provided, wherein Customer agrees to receive and pay for services that it has not yet paid for and/or provided credit card authorizations for. In the event that Customer desires to receive such credit by Customer Circle, it must fill out and provide the requested information in the Service Order Agreement. Customer Circle will review and check Customer’s creditworthiness, and will decide, at its sole discretion, to extend such credit to Customer. In the event that Customer Circle extends such credit, Customer must pay Customer Circle within fourteen (14) days after Customer Circle makes any demand for payment. If payment is not made, Customer Circle will, at its discretion, terminate any and all services provided to Customer, and will exercise other rights detailed in this Section, and per applicable law.
• Taxes. All fees and rates detailed in the Agreement for services provided by Customer Circle are inclusive of any and all required taxes that Customer Circle must pay to the applicable governing agencies such as, without limitation, the Universal Service Fee Tax.
• No Refunds. Customer hereby acknowledges and understands that Customer Circle does not provide any refunds or credits for any services provided to Customer, except as specified elsewhere in the Agreement and any and all payments to Customer Circle are considered final.

 

7. NO WARRANTY.

CUSTOMER EXPRESSLY AGREES AND UNDERSTANDS THAT CUSTOMER CIRCLE DOES NOT WARRANT THAT Customer Circle Services WILL BE UNINTERRUPTED OR THAT ALL COMMUNICATIONS WILL BE DELIVERED, NOR DOES CUSTOMER CIRCLE MAKE ANY WARRANTY AS TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF Customer Circle Services. CUSTOMER CIRCLE MAKES NO OTHER WARRANTIES EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO THE Customer Circle Services.

 

8. LIMITATION OF LIABILITY.

UNDER NO CIRCUMSTANCES SHALL CUSTOMER CIRCLE BE LIABLE TO CUSTOMER OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE AGREEMENT, INCLUDING WITHOUT LIMITATION ANY LOSS, DAMAGE OR LIABILITY RELATING TO: (A) LOSS OR CORRUPTION OF DATA; (B) INABILITY TO ACCESS THE CUSTOMER CIRCLE SERVICES; (C) PERFORMANCE RELATED DELAYS; (D) COMPUTER VIRUSES; (E) LOSS OF BUSINESS DUE TO INOPERABILITY OR PERFORMANCE OF CUSTOMER CIRCLE SERVICES; (F) NON-DELIVERY OR MIS-DELIVERY OF COMMUNICATIONS; (G) THE NEGLIGENT ACTS OF OTHER CUSTOMER CIRCLE/SUBSCRIBERS; (H) ANY DEFECTS, FAILURES, ERRORS, OMISSIONS OR MISSTATEMENTS IN ANY AND ALL INFORMATION DELIVERED BY OR PROVIDED FOR DELIVERY BY THE CUSTOMER CIRCLE SERVICES; (I) use of any Customer Circle products and/or services that could or does give rise to claims by third parties or government agencies of a violation of laws or regulations AND (J) LOSS OR LIABILITY RESULTING FROM ACTS BEYOND CUSTOMER CIRCLE’S REASONABLE CONTROL.

 

9. Indemnification.

Customer agrees to indemnify, hold harmless and defend Customer Circle, its shareholders, directors, officers, employees and agents from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorney’s fees, asserted by any person, arising out of or relating to: (a) Customer’s breach of the Agreement; (b) Customer’s unauthorized use of Customer Circle Services, including any information, communication, data or work that Customer provides in connection with use of Customer Circle Services; (c) libelous, slanderous, indecent or other statement concerning any person made or republished by Customer; (d) any violation or claim of violation of federal, state and/or local law related to, arising out of or connected with Customer’s use of Customer Circle Services. Customer Circle has the right, but not the obligation, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Customer pursuant to this Section. Customer Circle agrees that it shall give Customer reasonable notice of any claim, threatened or made, or suit instituted against it that could result in a claim for indemnification. Customer Circle agrees that in the event that indemnification is sought under this provision, Customer Circle shall furnish Customer, upon reasonable request, all reasonable information and assistance available to Customer Circle for defense against any such claim, suit, or demand, but taking into account any confidentiality obligations or privileges Customer Circle may have.

 

10. Compliance with Law.

Customer hereby represents and warrants that it shall use Customer Circle Services in strict compliance with all applicable federal, state and local laws rules or regulations. Customer hereby assumes all liability and responsibility for use of the Customer Circle Services in compliance with all such federal, state or local laws, rules or regulations. Such laws, rules and regulations may include but are not limited to: commercial solicitations; advertisements; delivering artificial or prerecorded telephonic messages, sms messages to homes, businesses, hospitals, cellular phones or paging systems without the prior consent of the called party as specified by the then-applicable laws and regulations; and restrictions on the time of day in which such calls are permissible. A violation of any such laws may result in substantial penalties and other sanctions. Any person intending to use Customer Circle Services for solicitation purposes and/or for any other purpose regulated by federal, state or local laws should consult with his or her own legal counsel, prior to entering into, and during the term of, the Agreement to determine the extent of permissible activities. Customer agrees that Customer Circle will not be responsible for Customer’s use of the Customer Circle Services and other Services.

Customer warrants that it is aware of and will comply with all applicable laws, including, without limitation, the Telemarketing and Consumer Fraud and Abuse Prevention Action (TCFAPA), the Telemarketing Sales Rule (TSR), Telephone Consumer Protection Act (TCPA) and any and rules, laws or regulations (including their interpretation by courts) arising from any of the foregoing, as well as the rules, regulations and other actions of the Federal Trade Commission (FTC) that are relevant, as detailed on the FTC website, http://www.ftc.gov/ and the Federal Communications Commission (FCC).

Customer is responsible for compliance with all laws and regulations, including any changes to such laws and regulations. Customer agrees to assume responsibility for all costs and expenses of any kind, including reasonable attorneys’ fees, incurred by Customer Circle in connection with or related to any actual, alleged or threatened violations by Customer of federal, state or local law.

 

11. Ownership Rights.

Except for the revocable term license and right to use Customer Circle Services and other services granted by Customer Circle in Section 2 of the Agreement nothing in the Agreement shall convey, transfer or assign any right, title or interest in any Proprietary Materials of Customer Circle.

 

12. 911 Emergency Services.

Customer understands and acknowledges that Customer Circle Solutions does not and is not required to provide emergency (911) services. Emergency services are defined as services that connect a user to emergency services personnel or a public safety answering point (“PSAP”), pursuant to applicable regulatory requirements. In the United States, Emergency Service is provided by dialing the digits “911” on a wired or a wireless telephone. Services provided by Customer Circle do not permit the dialing of “911” or any other emergency telephone numbers. Customer Circle services are not telephone or telecommunications services that can provide a connection to emergency services personnel or a PSAP under any circumstances. Therefore, Company must have access to telephone or other telecommunications services to make an Emergency Service call.

 

13. Miscellaneous

• Governing Law. The laws of the State of California and the United States shall govern the Agreement without reference to conflicts of laws. Customer hereby agrees to the exclusive and personal jurisdiction of courts sitting in Los Angeles County, California.
• Modifications. Customer Circle may, at any time, modify the terms of these Terms and Conditions by posting new terms for access by Customer or by communicating such changes to Customer by email. In the event that a modification is unacceptable to Customer, Customer may elect to then terminate the Agreement consistent with the cancellation terms of the Agreement. In the event that Customer is in the middle of a term when such modification by Customer Circle, then the respective modification(s) will take effect upon the renewal of the next term.
• Waiver and Severability. No failure, delay in exercising or enforcing any right or remedy hereunder by Customer Circle shall constitute a waiver of any other right or remedy, or future exercise thereof. If any provision of the Agreement is determined to be invalid under any applicable law, the balance of the Agreement shall remain enforceable.
• Survival. Sections 7, 8, 9, 10, 11, 13(a) and 13(f) shall survive any termination or expiration of the Agreement.
• Assignment. Customer Circle is licensing and granting access to the Customer Circle Services and any other Services to Customer, and accordingly Customer may not assign the Agreement or any of its rights or obligations hereunder without the prior written consent of Customer Circle. Any attempted assignment without such prior written consent shall be void, and will be considered a material breach of the Agreement.
• Attorneys’ Fees. In any legal action at law or equity that is brought by one of the Parties to enforce or interpret the provisions of the Agreement, the prevailing party will be entitled to reasonable attorneys’ fees, in addition to any other relief to which that party may be entitled.
• Notices. All notices given per the Agreement must be in writing and shall be deemed as given: (i) three (3) business days after said notice is placed in the mail with the United States Postal Service, with a tracking number, first class postage prepaid, or (ii) two (2) business days after said notice is mailed via a reputable carries such as FedEx, or (iii) upon confirmed receipt of an email to an authorized representative. Any notice given by Customer, including without limitation, notices of cancellation of service, must comply with the above and Customer must be able to provide proof of delivery of any notice give, otherwise the notice will be null and void. For the purposes of the Agreement proof of service will include tracking numbers for notices mailed, delivery verification receipt if sent via email and facsimile delivery confirmation sheet if by facsimile.

 

Customer Circle.
6912 Owensmouth Ave.
Canoga Park, CA 91303
United States of America
Attn: Legal Notices
With a copy by email to: legal@customercircle.com.

 

• Entire Agreement. The Agreement constitutes the entire agreement between the Parties with respect to the subject matter of the Agreement and supersedes all prior written and oral agreements between the Parties regarding the subject matter of the Agreement. The Agreement can only be amended or otherwise amended by a written document signed by the CEO of Customer Circle (or a person expressly authorized in writing by such CEO), such document expressly stating that the Agreement is thusly modified or amended. Such “written document” can be a digital facsimile thereof.

 

ADDENDUM A: CUSTOMER CIRCLE SERVICES TECHNICAL REQUIREMENTS FOR CUSTOMER EQUIPMENT

 

1. In order to use the Customer Circle Services and other services licensed herein, Customer must meet or exceed the following technical equipment and requirements:

 

• Internet Connectivity/VoIP Bandwidth. Customer Circle Solutions recommends that your Internet connection supports at least 64 kbps per agent (includes CTI data and voice traffic) in both directions in order to run the Customer Circle Solutions Customer Circle Services application concurrently with typical business applications. The Customer Circle Solutions application alone will use 100 kbps upload and download per agent. Insufficient bandwidth will impede and in some cases prevent the Customer Circle Services application from effective operation. Please Note: International connections are subject to higher latency during peak hours, which can affect the quality of service.
• Firewall/Router Configuration. All outbound TCP ports must be open to the Customer Circle Solutions Data center. Inbound UDP ports for RTP (VoIP) traffic should be open from the Customer Circle Solutions Data Center—(the minimum ports are: 6000, 6001, 8000, 8001). UDP port 5060 for SIP (VoIP) traffic (bi-directional) must be open to the Customer Circle Solutions Data center. Firewalls must permit downloading Java Applications. Other Firewall requirements may be necessary depending on your network.
• Customer’s internal network configuration. Support for SIP Protocol across all routers. For 8 and 24 Port Gateways: Customer Circle Solutions requires that you acquire a public IP address for each Media Gateway. For soft- phones, NAT is acceptable with a static internal IP address. Router should be connected to the Internet using a static IP address; double NAT is not supported. Wireless networks are neither supported for multi-user or single- user environments.
• Headsets for use with Soft Phone Stations. Recommended headset is the Plantronics DSP-400 or DSP-500 headset for effective quality of Voice.
• Workstation (PC) Requirements. Requirements assume that you are only running the Customer Circle Call Center Product on the agent desktop.

Processor: 2.0 Ghz Pentium Dual Core or AMD X2 equivalent (Net book CPU’s such as Intel Atom not recommended).

Memory: For Systems running Windows 2000 / XP – 1GB RAM. For Systems running Windows Vista / 7 / 8 – 2GB RAM.

Software: Zoiper Embedded Phone (Latest version).

We do not support Microsoft 95/98/ME or Linux OS.

We do support MAC (For installing an external softphone only and accessing the Cloud Contact Center).

 

 

 

ADDENDUM B: Customer Circle Services SUPPORT SERVICES AGREEMENT

 

1. Designated Contact. Customer must designate up to (2) two of its employees as designated technical contacts. Unless otherwise agreed in writing by the Parties, these contacts will undergo Customer Circle product training included in any Invoice (or otherwise provided by Customer Circle at its discretion) and will be responsible for handling the Customer Circle products and services. The designated contacts are the only individuals who are authorized to create tickets and/or contact Customer Circle regarding any issues related to the service. Inquiries from individuals other than the designated contacts will be referred back to the designated contacts on file. Customer’s designated contacts are responsible for training Customer’s employees and staff. Customer Circle will not support any issues or questions that are due to lack of training or poor training by the designated contacts. Customer may change the designated contacts at any time by contacting Customer Circle in the manner specified in the Agreement.

 

2. Technical Support. If Customer has any questions or issues, then Customer MUST follow the procedures below in the order specified:

 

• Customer will direct any questions to its designated contacts that have undergone Customer Circle’s special training.
• If the designated contacts cannot address the question, then they should refer to Customer Circle’s customer support.
• If the matter cannot be resolved via Customer Circle’s customer support page, then the designated contacts may create a ticket via the support section. Customer Circle staff will review and prioritize the ticket accordingly, and will attempt to resolve the issue via the assigned priority level of the ticket.
• Customer’s designated contacts may contact Customer Circle in order to discuss the issue if a ticket has been created.

Customer Circle staff will address questions that have a respective ticket ONLY. No questions or issues will be handled by Customer Circle staff unless Customer has created a respective ticket. Customer also acknowledges that Customer Circle will require a reasonable amount of time to review the ticket internally and to begin to troubleshoot the matter. Therefore, Customer must wait a reasonable amount of time before contacting Customer Circle, once a ticket has been created.

 

3. Priority Issues & Response Times. This Section gives an overview of how Customer Circle will prioritize Customer’s tickets.

• Priority 1: Critical Issue. Any issue which precludes Customer from any operation of the service(s), such as recurring server crash, high number of phone call crashes, complete audio loss or any such related issue which prevents Customer from its operations of the Customer Circle Services or related services.
• Priority 2: Moderate Issue. Any issue with precludes Customer from some of the operation of the service(s), but where the majority of the functions are still usable, such as inability to use one of the product features, some dial errors or product does not conform to full specifications but is still functional.
• Priority 3: Minor Issue. Any issue which does not significantly affect the service(s), such as cosmetic interface issues or any other issue.

 

4. Information to Provide. When creating a ticket and/or contacting Customer Circle in order to troubleshoot an issue, Customer must be prepared to provide various technical information such as, but without limitation, network set up (how hardware is connected), type of connection, type of router/firewall, type of gateway, type and model of phone, type of operating system and version, version of java installed, full description of the problem, accurate list of steps to reproduce the issue, username, password, IP address and/or domain name.

 

5. Exclusions. Customer Circle shall have no obligation to support issues caused by Customer’s negligence, hardware malfunctions, any issue beyond the reasonable control of Customer Circle, software installed in a hardware or operating environment not supported by Customer Circle, software not licensed directly from Customer Circle and/or Customer’s internal network or Customer’s ISP provider issues, and lack of training or poor training by the designated contacts of Customer’s staff and employees.

 

 

ADDENDUM C: DATA RETENTION POLICY

1. Due to the various storage demands, Customer Circle retains the right to periodically purge customer data from Customer Circle owned or managed servers, to maximize system performance for all customers. It is Customer’s sole responsibility to download, maintain and preserve its data if Customer so chooses. If Customer chooses to download, maintain and preserve the data, Customer is responsible for setting up and designating servers and any other equipment on which the data is saved. Certain types of data may be stored by Customer Circle for an additional fee. Customer should contact Customer Circle if Customer intends to make arrangements for Customer Circle to store certain data.

The information below details Customer Circle’s minimum data retention periods:

1. CRM Data 90 Days Retrieve with CRM Reports
2. CRM Session Data 90 Days Retrieve with CRM Reports
3. Call Logs 60 Days Retrieve with Call Log Reports
4. Campaign State 90 Days Retrieve with Campaign Reports
5. Dialing Lists 90 Days Retrieve with Lists Export
6. Recordings Sooner of 30 Days with recording download
7. Callbacks 90 Days after “My Callbacks” Export