Last Updated: July 15, 2023

Please read these terms and conditions carefully before using our service.

1. Introduction

   Pure CallerID, LLC. (“we,” “us,” or “our”), are pleased to offer certain web-based services (“Cloud Services”) according to the terms and conditions in this Agreement (“Agreement”). By creating an account to use the Cloud Services, you agree to this Agreement. If you represent an organization, you represent and warrant that you are authorized to agree to this Agreement on behalf of your organization. If you do not agree to this Agreement, do not use the Cloud Services.

2. Cloud Services

   You may access and use our Cloud Services in accordance with this Agreement.

   The Cloud Services may include features or services that have separate rules specific to the feature or service. You will comply with all laws, rules, and regulations applicable to the use of the Cloud Services and any additional feature or service you use. You understand and agree that we may change, suspend, or discontinue any part or all of the Cloud Services. We will notify you of any material change to or discontinuation of the Cloud Services by email or via our website.

   Some Cloud Services may be in preview, testing, or “beta” phase (each, a “Beta Offering”), for the purpose of evaluating performance, identifying defects, and obtaining feedback. Pure CallerID will not be liable for any damages in connection with your use of any Beta Offering. You are not required to use any Beta Offering, and we have no obligation to release a final version of any Beta Offering.

3. Registration and Your Account

   To register to use the Cloud Services, you must create a username and provide us with the information requested in the registration process. You must provide complete and accurate information during the registration process and will update your information to ensure it remains accurate.

4. Consulting Services

   If you purchase consulting or professional services for the Cloud Services (“Consulting Services”), you will provide Pure CallerID with reasonable assistance and information to facilitate scheduling and performance of the Consulting Services. You will also appoint an engagement manager to help ensure the effective delivery of the Consulting Services. Consulting Services and any work provided to you as a part of the Consulting Services, including any report (a “Deliverable”), are accepted when delivered. We may engage qualified subcontractors to provide the Consulting Services. We grant you a royalty-free, perpetual, nontransferable, and nonexclusive license to use and reproduce any Deliverables for your internal business purposes.

5. Your Data

   You will ensure that your data, and your use of it, complies with this Agreement and any applicable law. You will not directly store or process protected health information or payment cardholder information using the Cloud Services. We may deactivate your Free Tier workspace if you do not use it for 180 days, after which we will use commercially reasonable efforts to allow you to reactivate the workspace by requesting us.

   Each party has obligations with respect to the security of the Cloud Services. We will implement and maintain appropriate technical and organizational security measures. You are responsible for properly configuring and using the Cloud Services and taking your own steps to maintain appropriate security and protection of your data. You will not disclose your User credentials to any unauthorized persons. You are responsible for all activities in your account, regardless of whether undertaken by you, your employees, or a third party (including contractors or agents). We and our affiliates are not responsible for unauthorized access to your account unless caused by our breach of this Agreement. You will contact us immediately if you believe unauthorized activity has occurred in your account or if your account information is lost or stolen.

6. Payment and Taxes

   Services Fees. We calculate and bill fees and charges as described on the site specific to the Cloud Service you are using. If you choose monthly billing by credit card, you authorize a recurring monthly charge to your credit card based on our current fee schedule for the Cloud Services or Support, as applicable. You will pay us the applicable fees and charges for the use of the Cloud Services, Support, or Consulting Services as described on the applicable site using your credit card. All amounts payable for the Cloud Services, Support, or Consulting Services will be made without setoff or deduction, and all amounts paid are non-refundable. We may increase or add new fees and charges for a Cloud Service or Consulting Services by updating the applicable site. In the event that we change the pricing for the Cloud Services or Consulting Services, the fees payable by you will increase or decrease in accordance with any such modification upon the date specified on the applicable site. We may charge you interest at the rate of 1% per month or the highest rate permitted by law on any late payment.

   All fees and charges payable by you are exclusive of applicable taxes and duties, including VAT and applicable sales tax. You will provide us any information we reasonably request to determine whether we are obligated to collect VAT from you, including your VAT identification number. If you are legally entitled to an exemption from any sales, use, or similar transaction tax, you are responsible for providing us with legally-sufficient tax exemption certificates for each taxing jurisdiction. We will apply the tax exemption certificates to charges under your account occurring after the date we receive the tax exemption certificates. If any deduction or withholding is required by law, you will notify us and will pay us any additional amounts necessary to ensure that the net amount that we receive, after any deduction and withholding, equals the amount we would have received if no deduction or withholding had been required. Additionally, you will provide us with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority.

7. Term and Termination

   Term; Termination. The term of this Agreement commences when you create an account and will remain in effect until terminated in accordance with this Agreement. You may terminate this Agreement by terminating all Cloud Service and subscriptions under your account. We may terminate your account and this Agreement or suspend your access to the Cloud Services immediately if: (i) we change the way we provide or discontinue any Cloud Service; (ii) you are late in payment or otherwise in breach of this Agreement; (iii) we reasonably determine that your use of the Cloud Services poses a risk to the availability, functionality, or security of the Cloud Services; (iv) we reasonably determine that your use of the Cloud Services may be unlawful; or (v) you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding. If we suspend your right to access or use any portion or all of the Cloud Services, you remain responsible for all fees and charges you have incurred during the suspension, and you will not be entitled to any credit or refund. We will use commercially reasonable efforts to restore your access to the Cloud Services promptly following resolution of the cause of your suspension. We may suspend or terminate your access to or use of any Beta Offering at any time and for any reason.

   Effect of Termination. Upon termination of this Agreement: (i) all your rights under this Agreement immediately terminate; and (ii) you remain responsible for all fees and charges you have incurred up to and including the date of termination. We have no obligation to continue to store the data contained in backup snapshots or in a Pure CallerID workspace that you have terminated or after termination of this Agreement.

8. Intellectual Property Rights and Ownership

   Your Data. You represent and warrant to us that: (a) you have all rights in your data necessary to grant the rights contemplated by this Agreement; and (b) none of your data violates this Agreement, any applicable law, or any third party’s intellectual property or other right.

   Our Service. You may not: (i) modify, alter, tamper with, repair, or create derivative works of any software included in the Cloud Services; (ii) reverse engineer, disassemble, or decompile the Cloud Services or apply any other process or procedure to derive the source code of any software included in the Cloud Services; (iii) access or use the Cloud Services in a way intended to avoid incurring fees or exceeding usage limits or quotas; (iv) resell or sublicense the Cloud Services; (v) use the Cloud Services in connection with any fork or derivative work; (vi) attempt to disable or circumvent any security mechanisms used by the Cloud Services; (vii) use the Cloud Services in a way that poses a risk to the Cloud Services or any third party; or (viii) use the Cloud Services unlawfully.

   No Other Rights. This Agreement does not transfer any right, title, or interest in any intellectual property to any party, except as expressly set forth in this Agreement. You are not obligated to provide us with any suggestions or other feedback about the Cloud Services or otherwise, but if you do, we may use and modify this feedback without any restriction or payment.

   Customer Confidentiality. You may use any confidential or proprietary information that Pure CallerID provides to you (“Confidential Information”) only to evaluate the Cloud Services or Consulting Services and will use a high degree of care to avoid disclosure of Confidential Information. You will not disclose Confidential Information to any third party without Pure CallerID’ prior written consent. Your confidentiality obligations will continue for three years after this Agreement terminates.

9. No Warranty

   The Cloud Services, including Beta Offerings, Support, and Consulting Services, including any Deliverables, are provided on an “AS IS” and “AS AVAILABLE” basis and with no representation or warranty of any kind. Except to the extent prohibited by law, we disclaim any implied or statutory warranty, including any implied warranty of merchantability or fitness for a particular purpose, and any warranty arising out of any course of dealing or usage of trade.

10. Limitation of Liability

    We, our affiliates, and licensors will not be liable to you for any indirect, incidental, special, consequential, or exemplary damages (including damages for loss of profits, goodwill, use, or data). We, our affiliates, and licensors will not be responsible for any compensation, reimbursement, or direct damages arising in connection with: (a) your inability to use the Cloud Services; (b) the cost of procurement of substitute goods or services; (c) any investments, expenditures, or commitments by you in connection with this Agreement or your use of or access to the Cloud Services; or (d) any unauthorized access to, alteration of, or deletion, destruction, damage, loss, or failure to store any of your content or other data. Our and our affiliates’ and licensors’ aggregate liability under this Agreement will be limited to the amount you actually pay us under this Agreement for the Cloud Services that gave rise to the claim during the 12 months preceding the claim.

11. Indemnification

    You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to any third-party claim concerning: (a) your use of the Cloud Services (including any activities under your account and use by your employees and personnel); (b) breach of this Agreement or violation of applicable law by you; or (c) your data or the combination of your data with other applications, content, or processes, including any claim involving alleged infringement or misappropriation of intellectual property rights. If we or our affiliates are obligated to respond to a third-party subpoena or other compulsory legal order or process seeking information related to your data or your use of the Cloud Services, you will also reimburse us for reasonable legal fees, as well as our employees’ and contractors’ time and materials spent responding to the third-party subpoena or other compulsory legal order or process at our then-current hourly rates. We will promptly notify you of any claim subject to this Section, but our failure to promptly notify you will only affect your obligations to the extent that our failure materially harms your ability to defend the claim. You may: (a) use counsel of your own choosing (subject to our written consent) to defend against any claim; and (b) settle the claim as you deem appropriate, provided that you obtain our prior written consent before entering into any settlement.

12. General

    We and you are independent contractors, and neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. This Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement. You will not assign this Agreement or delegate or sublicense any of your rights under this Agreement without our prior written consent. Our failure to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect.

    Entire Agreement. This Agreement incorporates any data processing agreement and comprises the entire understanding between you and us relating to the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of this Agreement.

    All communications and notices to be made or given pursuant to this Agreement must be in English. We may provide any notice to you under this Agreement by posting a notice on the website for the applicable Cloud Service or sending a message to the email address associated with your account. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email. To give us notice under this Agreement, you must: (1) email us at legal@purecallerid.com or (2) send us your notice by certified mail, return receipt requested, to:

Pure CallerID
1942 Broadway St. Suite 314C Boulder, CO 80302
Attention: Legal Department

Choice of Law; Consent to Jurisdiction. The laws of Colorado, excluding any applicable conflict of laws rules or principles, govern this Agreement and any dispute of any sort that might arise between you and us. You consent to the exclusive jurisdiction and venue of Colorado courts. We may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of our, our affiliates’, or any third party’s intellectual property or other proprietary rights. The United Nations Convention for the International Sale of Goods does not apply to this Agreement.

Force Majeure. We are not liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes, or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms, or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

We may amend this Agreement at any time by posting a revised version on the site for the applicable Cloud Service or by otherwise notifying you by email. Amended terms of service become effective upon posting on the site for the applicable Cloud Service or as stated in our email notice message. By continuing to use the Cloud Services or Consulting Services after the effective date of any amendment to this Agreement, you agree to be bound by the amended terms of service. Please check the site for the applicable Cloud Service regularly. We last amended this Agreement on the date listed at the beginning of this Agreement.