Platform Terms of Service

Last Modified: March 6, 2023

Calloquy, PBC (“Calloquy”, “we”, “us”, or “our”) operates the platform available at app.calloquy.com (the “Platform”). These Calloquy Platform Terms of Service (these “Terms”) apply to the Platform and to any other website or application offered by us that references or links to these Terms (collectively, the “Services”). Along with these Terms, please read our Privacy Policy, our Website Terms of Use, and our Acceptable Use Policy, which are hereby incorporated and made part of these Terms.

BY ACCESSING AND USING THE SERVICES, YOU ACCEPT AND CONSENT TO ALL OF THESE TERMS. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS OR OUR PRIVACY POLICY, PLEASE DO NOT USE THE SERVICES, CREATE AN ACCOUNT WITH, ACCESS OR USE OR VISIT THE PLATFORM.

CALLOQUY DOES NOT PROVIDE LEGAL ADVICE AND IS NOT ENGAGED IN THE PRACTICE OF LAW.

Use of Calloquy Platform Services.

The Service is designed and intended to be used by licensed attorneys and legal professionals in the United States and in certain cases their clients, witnesses, and others in connection with a legal matter. Subject to these Terms, we authorize You, on a non-exclusive, non-transferable, limited basis, to use (and permit Your authorized users to use) the Services solely for and in connection with legal processes and proceedings and related internal business purposes.

You may only use the Services pursuant to the terms of this Terms of Service. You are solely responsible for Your and Your End Users’ use of the Services and shall abide by, and ensure compliance with, all Laws in connection with Your and each End User’s use of the Services, including but not limited to Laws related to recording, intellectual property, privacy and export control. Use of the Services is void where prohibited.

• Registration Information. You may be required to provide information about Yourself in order to register for and/or use certain Services. You agree that any such information shall be accurate. You may also be asked to choose a user name and password. You are entirely responsible for maintaining the security of Your user name and password and agree not to disclose such to any third party.
• Your Content. You retain copyright and any other rights You already hold in Content which You submit, post or display on or through, the Services. You agree that You are solely responsible for the content (“Content”) sent or transmitted by You or displayed or uploaded by You in using the Services and for compliance with all Laws pertaining to the Content, including, but not limited to, Laws requiring You to obtain the consent of a third party to use the Content and to provide appropriate notices of third-party rights. You represent and warrant that You have the right to upload the Content to Calloquy and that such use does not violate or infringe on any rights of any third party. Under no circumstances will Calloquy be liable in any way for any (a) Content that is transmitted or viewed while using the Services, (b) errors or omissions in the Content, or (c) any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to Content. Calloquy may delete any Content, at any time without notice to You, if Calloquy becomes aware that it violates any provision of this Agreement or any law.
• Recordings. You are responsible for compliance will all recording laws, including laws relating to party notice of call recording. The host can choose to record team meetings, depositions, and arbitrations. By using the Services, You are giving consent to such recordings and giving Calloquy consent to store recordings for any or all meetings that You join, if such recordings are stored in our systems. You will receive a notification (visual or otherwise) when recording is enabled. If You do not consent to being recorded, You can leave the meeting.
• Beta Services. Calloquy may, from time to time, offer access to services that are classified as Beta version. Access to and use of Beta versions may be subject to additional agreements. Calloquy makes no representations that a Beta version will ever be made generally available and reserves the right to discontinue or modify a Beta version at any time without notice. Beta versions are provided AS IS, may contain bugs, errors or other defects, and Your use of a Beta version is at Your sole risk.

Use of Calloquy Court Reporting Services.

Calloquy provides certified court reporting services and assignments for court reporting services, for both in-person and virtual proceedings. Calloquy provides its services in compliance with Federal and applicable state laws, where necessary, and is responsible for the quality of work product and professionalism in accordance with the professional standards and ethics of court reporting. Your agreement to these terms and conditions for Your use of Calloquy court reporting services shall apply to a particular case or reporting incident only and shall be invoiced accordingly (see Payment terms below).

Use of Calloquy Virtual Proceedings Services.

As a party, entity or legal counsel that requests, hosts or participates in a virtual proceeding (deposition, mediation, arbitration) on the Calloquy Platform, You hereby agree and stipulate, pursuant to Federal Rule of Civil Procedure 29 and any applicable state law equivalent, to the following:

1. Use of an Out-of-State Court Reporter:  You stipulate and agree that the deposition may be recorded stenographically by a court reporter located anywhere in the United States without regard to the location of the witness and without the need for the court reporter to be licensed in the state of the witness. You further stipulate and agree that the court reporter may administer the oath remotely over the Platform.
2. Recording of the Deposition:  You stipulate and agree that the platform will create an audio-visual recording of the portion of the depositions that are “on the record.” Only the witness will be visible in the recording, but the audio of all participants will be reflected. You further stipulate and agree that the court reporter may control the starting and stopping of the recording and certify the recording’s accuracy without requiring the presence of, or incurring the costs associated with, a separate videographer. You stipulate that the audio-video recording created by the platform will be admissible to the same extent as it would be admissible if the recording was conducted by a separate videographer.

You understand and agree that it is the obligation of legal counsel for the parties, not Calloquy, to address any objections to these stipulations in advance of the deposition and to make appropriate arrangements if all parties do not agree to the stipulations. By participating in the deposition, You waive any objections You may otherwise have about the content of this stipulation.

Payment.

Following the expiration of any trial period that may be provided to You in the sole discretion of Calloquy, You agree to pay Calloquy or its designated representative, any and all charges for Your use of any Calloquy Services, plus any applicable taxes, in accordance with the billing terms and prices in effect at the time the fee or charge becomes payable or as agreed upon between You and Calloquy in a Master Services Agreement (“MSA”). Unless stated otherwise in Your Order Form or MSA, all fees are payable in US Dollars. Platform subscription fees are billed via invoice on a monthly basis. Any applicable usage-based overage charges shall be billed at the end of the month and collected at the beginning of the next month. All payments are completely non-refundable. Other fees, including in-person court reporting fees, are payable upon invoice. If You elect to pay with a credit card, You authorize Calloquy to automatically bill the charge card You provide for the Services, or withdraw funds via electronic transfer from Your checking account (depending on what type of charge card You are using), at the time fees are due or until such time You terminate this Agreement for Your subscription; and You further agree to provide Calloquy with a valid credit card and accurate, complete and updated information required by the subscription registration form. Failure to comply may result in the immediate termination of Services.

Past due amounts may accrue a late fee equal to 1.5% per month or the maximum amount allowed by applicable law, whichever is less. You are responsible and liable for any fees, including attorney and collection fees, that Calloquy may incur in its efforts to collect any remaining balances from You. You also agree that You will be billed for and will pay any outstanding balances and credit card fees upon termination of this Agreement. You agree to notify Calloquy about any billing problems or discrepancies within 90 days after they first appear on Your account statement. If You do not bring them to Calloquy’s attention within 90 days, You agree that You waive Your right to dispute such problems or discrepancies.

Prohibited Uses.

By accessing the Platform, You may not:

• decompile, disassemble, or reverse engineer the Services or any portion thereof;
• attempt to gain unauthorized access to the Services, any portion thereof, including content accessible via the Services, or any other system or platform through the Services;
• use any automatic device, program, algorithm, or methodology, or engage in harvesting of email addresses or other personal information, unsolicited emailing, phone calls or mailings, spoofing, flooding, overloading, spidering, screen scraping, database scraping, or any similar or equivalent manual process to access, acquire, copy or monitor any portion of the Services or any content on the Services;
• reverse look up, trace or seek to trace any information on any other user of or visitor to the Services to its source;
• use the Services in any manner that could damage, disable, overburden or impair the Services or interfere with any other party’s use and enjoyment of the Services;
• obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Services; or
• use the Services to violate any applicable law, rule or regulation and You will not encourage or enable others to violate any applicable law, rule or regulation.

You may not copy, reproduce, distribute, transmit, display, perform, publish, license, modify, translate, adapt, create derivative works from, transfer, sell, or otherwise exploit the Services or any content, information, software, products or services obtained from the Services, for any commercial purpose or enterprise. You may not use the Services, or any content within the Services, for any purpose that is unlawful or prohibited by these Terms, or to solicit the performance of an illegal activity or other activity which infringes the rights of Calloquy or other individuals or entities.

Confidentiality.

Calloquy may have the opportunity to observe and have access to information that is considered protected, proprietary, or confidential to You. Calloquy agrees to maintain all such confidential information, using such degree of care as is necessary pursuant to standards of court reporting ethics. Use of confidential information shall be limited as reasonably necessary to fulfill the obligations set forth herein to provide Services.

Accounts.

You may choose to set up an account with us. When You create an account with us, You represent to us that the information You provide us is truthful, accurate, complete, current and otherwise in compliance with these Terms at all times. Submission of false, misleading, inaccurate, incomplete, obsolete, or other information prohibited under these Terms may result in immediate termination of Your account on the Services. You are responsible for maintaining the confidentiality of Your account information, including, but not limited to, Your account password and the restricting access to Your mobile device and/or Your account. You are responsible for any and all activities that occur under Your account, including, but not limited to, any activity that occurs as a result of Your failure to keep secure and maintain the confidentiality of Your account. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of Your account. It is Your sole responsibility to control the dissemination and use of Your password, control access to and use of Your account, and notify us if You desire to cancel Your account on the Services. You may not use anyone else’s password or account at any time on the Services. We will not be responsible or liable for any loss or damage arising from Your failure to comply with these requirements and You may be held liable for any losses incurred by us or any other user of the Services if Your failure to keep Your account information secure and confidential results in someone else’s use of Your account or account information.

Responsibility for End Users.

You are responsible for the activities of all End Users who access or use the Services through Your account and You agree to ensure that any such End User will comply with the terms of this Agreement and any Calloquy policies. Calloquy assumes no responsibility or liability for violations. If You become aware of any violation of this Agreement in connection with use of the Services by any person, please contact Calloquy at legal@calloquy.com. Calloquy may investigate any complaints and violations that come to its attention and may take any (or no) action that it believes is appropriate, including, but not limited to issuing warnings, removing the content or terminating accounts and/or User profiles. Under no circumstances will Calloquy be liable in any way for any data or other content viewed while using the Services, including, but not limited to, any errors or omissions in any such data or content, or any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any data or content.

Calloquy Obligations for Content.

Calloquy will maintain reasonable physical and technical safeguards to prevent unauthorized disclosure of or access to Content, in accordance with industry standards. Calloquy will not access, view or process Content except (a) as provided for in this Agreement and in Calloquy’s Privacy Policy; (b) as authorized or instructed by You, (c) as required to perform its obligations under this Agreement; or (d) as required by Law. Calloquy has no other obligations with respect to Content.

Intellectual Property.

You acknowledge and agree that the Services is provided under limited license and access rights and not sold to You. You do not acquire any ownership interest in the Services under these Terms, or any other rights thereto other than to use the Services in accordance with the limited license and rights granted in these Terms, and subject to all terms, conditions, and restrictions, under these Terms. The Services and all content and materials on the Services, including, without limitation, all graphics, interfaces, features, functions, text, button icons, data compilations, software, code and materials thereon, the “look and feel”, selection and arrangement, design and organization of the Services, trademarks and logos, audio and video clips, are owned by, or licensed to, Calloquy. Calloquy and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Services, including, without limitation, all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to You in these Terms. You shall not (i) remove, delete, alter, or obscure any trademarks or any notices of copyright, trademark, patent or other intellectual property or proprietary rights from the Services, including any copy thereof; or (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Services, or any features or functionality of the Services, to any third party for any reason, including, without limitation, by making the Services available on a network where it is capable of being accessed by more than one device at a time. No other rights are granted except as expressly stated in these Terms, and nothing herein conveys any rights or ownership or license in, or to, the Services or any underlying software or intellectual property. As between You and Calloquy, Calloquy owns all rights, title and interests, including, without limitation, all intellectual property rights, in and to the Services and the underlying software, and any and all updates, upgrades, modifications, enhancements, improvements or derivative works thereof, and in any idea, know-how, and/or program(s) developed by us or our authorized users during the course of performance of the Services.

Updates and Unavailability.

We may from time to time, in our sole discretion, develop and provide Services updates, which may include upgrades, bug fixes, patches or other error corrections, or new features. We may add or remove features or requirements and we may suspend or stop a feature altogether. You agree that we have no obligation to provide any updates or to continue to provide or enable any particular features or functionality. You agree that all updates will be deemed part of the Services and subject to these Terms. You acknowledge that the Services may, from time-to-time, be unavailable due to events like scheduled and unscheduled maintenance, system upgrades, internet outages, and other reasons, some of which are beyond our control. Calloquy cannot, and does not, guarantee any specific minimum availability of the Services.

Customer Support

The Calloquy Customer Support team is available for technical support as follows:

Support coverage: 7am-9pm EST
Toll Free Phone: 855-843-4777
Contact form: calloquy.com/contact-us
Email: support@calloquy.com
Live Chat: https://support.calloquy.com/hc/en-us (live chat is also available on the Platform during videoconference or any virtual proceeding).

For faster service, if applicable, contact Your Calloquy specific Customer Success team member identified in your MSA. Calloquy strives to provide support response as quickly as possible.

Links.

You may be able to access websites, content or services provided by third parties through links that are made available through the Services. For example, we may permit third parties with related and/or affiliated services to link their products and services on the Platform, and those links may redirect You to the website(s) of the third parties. Additionally, from time to time we may refer You to one or more of our business partners who make available products or services through their respective websites or by other means. We refer to all such other websites, content, services and products as “Third-Party Offerings.” If You elect to use such Third-Party Offerings, and/or if You elect to “click” on a link or button, You understand that (i) You will be leaving our Platform and (ii) Your use of any such Third-Party Offering will be subject to any terms and conditions required by the applicable third party. You understand that we are not the provider of, and are not responsible for, any such Third-Party Offerings and that these Terms do not themselves grant You any rights to access, use, download content from or purchase any Third-Party Offerings. The fact that we link to a third-party website or service is not an endorsement of that third party, nor is it an endorsement of their privacy or information security policies, term of use, business practices or their compliance with laws. We encourage You to read the privacy policies and terms of use of the other websites and services You use and the terms of the offers in which You participate. You agree that we are not responsible for nor will it be liable to You or any third party for Your interaction with such third parties.

Mobile Services and Fees.

You are responsible for any fees, including, without limitation, internet access fees and mobile data fees, that You incur when using the Services. You understand that by accessing or using the Services via Your mobile device that You are responsible for any and all service fees associated with such mobile access, including, without limitation, all applicable data fees, and for complying with all terms of use imposed by the mobile carrier.

Feedback.

We welcome Your feedback, testimonials, comments, ideas and reviews about the Services (“Feedback”). Unless specifically otherwise stated, You agree that by submitting Feedback to us, (i) such Feedback shall be deemed to be non-confidential, and (ii) You grant to us, our successors, affiliates, representatives and agents a perpetual, royalty-free, fully paid-up, irrevocable, transferable, worldwide right and license to use, transmit, copy, reproduce, publicly display or perform, create derivative works of, or otherwise use such Feedback, without compensation, acknowledgement or notice to You. You also represent and warrant to us that You have the necessary permissions and rights to provide such Feedback to us.

WARRANTY DISCLAIMERS.

Your use of the Services is at Your sole risk. THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY MATERIALS, INFORMATION, CONTENT, FUNCTIONS, PRODUCTS, TEXT, GRAPHICS AND LINKS THEREON, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, NON-INTERFERENCE, DATA ACCURACY, SYSTEM INTEGRATION, AND WARRANTIES ARISING FROM TRADE USAGE, COURSE OF DEALING OR COURSE OF PERFORMANCE. THE PROTECTED ENTITIES DO NOT WARRANT THAT (A) THE SERVICE AND SERVICES WILL FUNCTION UNINTERRUPTED, SECURELY OR BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY ERRORS OR DEFECTS WILL BE CORRECTED; (C) THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. CALLOQUY DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS REGARDING THE USE OF CONTENT ON THE SERVICES OR WITH RESPECT TO ITS COMPLETENESS, ACCURACY, TRUTHFULNESS, AVAILABILITY, ADEQUACY, USEFULNESS, TIMELINESS, SECURITY, RELIABILITY OR OTHERWISE. IF YOU ARE DISSATISFIED WITH THE SERVICES, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SERVICES. YOU AGREE THAT WE, IN OUR SOLE DISCRETION, MAY IMMEDIATELY TERMINATE YOUR ACCESS TO THE SERVICES AT ANY TIME, FOR ANY REASON. YOU AGREE THAT WE WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE SERVICES OR DELETION OF YOUR ACCOUNT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

INDEMNIFICATION.

YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS CALLOQUY, ITS LICENSORS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, AND ASSIGNS, AS WELL AS OTHER USERS OF THE SERVICES, FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, DEFICIENCIES, CLAIMS, ACTIONS, JUDGMENTS, SETTLEMENTS, INTEREST, AWARDS, PENALTIES, FINES, COSTS, OR EXPENSES OF WHATEVER KIND, INCLUDING, WITHOUT LIMITATION, ALL REASONABLE ATTORNEYS’ FEES, ARISING FROM OR RELATING TO (A) USE AND ACCESS OF THE SERVICES, BY YOU OR ANY PERSON USING YOUR ACCOUNT; (B) BREACH OF THESE TERMS BY YOU OR ANY PERSON USING YOUR ACCOUNT; (C) VIOLATION OF THE LAW OR ANY THIRD-PARTY RIGHT BY YOU OR ANY PERSON USING YOUR ACCOUNT; AND (D) ANY ACTIVITY OTHERWISE RELATED TO USE OF THE SERVICES (INCLUDING NEGLIGENT OR WRONGFUL CONDUCT) BY YOU OR ANY PERSON USING YOUR ACCOUNT.

LIMITATION OF LIABILITY.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CALLOQUY OR ITS RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO THESE TERMS OR YOUR USE OF OR INABILITY TO USE THE SERVICES FOR: (a) PERSONAL INJURY, DEATH, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES; OR (b) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT ANY CLAIM OR CAUSE OF ACTION RELATED TO THE SERVICES AND/OR THESE TERMS MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

Term.

Unless earlier terminated, the term shall commence upon Your clicking of the button indicating Your acceptance or the effective date of any applicable MSA and will continue for the period of time You are a subscriber to the Services, which means the time period for which: (a) You are in a trial period for the Services; (b) You are actively using and accessing such Services via the Calloquy Platform, or (c) Calloquy has agreed in writing to provide its Services to You subject to Your payment of fees in accordance with a pre-determined payment schedule (e.g. as may be indicated on a Order Form and/or MSA accepted by Calloquy).

Termination by You.

You may terminate this Agreement by canceling the Services as provided for in this section. You will not receive any refund or partial refund for any charges already billed to Your account. In the event You signed up for a minimum commitment period, You will be responsible for all charges for the entire minimum commitment period. You may cancel the Services by contacting Calloquy by phone at 1-855-843-4777; in which case the Terms of Service terminate upon written verification received by You from Calloquy of such cancellation of Services. SERVICE AGREEMENTS WITH INITIAL TERMS OF ONE YEAR OR MORE WILL AUTOMATICALLY RENEW FOR ADDITIONAL ONE YEAR TERMS UNLESS CALLOQUY RECEIVES WRITTEN NOTICE OF CANCELLATION AT LEAST 45 DAYS PRIOR TO THE EXPIRATION DATE. Service cancellation notices should be sent to: Calloquy, Attn: Order Processing, 271 17th Street, NW, Suite 710, Atlanta, Georgia 30363 or by email to legal@calloquy.com.

Termination by Calloquy.

Calloquy may immediately terminate this Agreement and without prior notice take appropriate technical measures to effect such termination in the following cases: (a) You fail to comply with the terms of this Terms of Service (including the payment of fees when due) or our Website Terms of Use; or (b) Your use of the Software gives rise to any legal action against Calloquy or its officers, directors, employees or agents. Any termination by Calloquy pursuant to this section will be exercised without limiting any other rights or remedies of Calloquy. Calloquy reserves the right to terminate the Agreement with respect to the Service at any time without prior notice to You.

Additional Effects of Termination.

Upon termination of this Agreement, the license granted herein will terminate, You must immediately destroy all copies of the Software in Your possession or control, and any and all outstanding fees will become immediately due and payable. Calloquy has no obligation to retain any of Your data, including recordings, documents, and speech-to-text transcripts generated by the platform, after termination. To the extent that official transcripts are obtained through Calloquy, Calloquy will maintain those in accordance with applicable law.

Governing Law and Venue.

These Terms and the relationship between You and Calloquy will be governed and construed in accordance with the laws of Georgia, without regard to conflict-of-laws principles and You agree to submit to the personal jurisdiction and venue of the federal or state courts of Atlanta, Georgia. If any provision for these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of these Terms will remain in full force and effect.

Entire Agreement; Severability; No Waiver; Assignment.

These Terms, together with our Privacy Policy, each as may be amended from time to time, constitute the entire agreement between You and Calloquy regarding the Services. Neither the course of conduct between us nor trade practice shall act to modify these Terms. If any provision of these Terms is found to be illegal, invalid or unenforceable by a court of competent jurisdiction, such provision will be deleted from these Terms and the remaining provisions will continue with full force and effect. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power under these Terms will act as a waiver thereof, nor will a single or partial exercise of any right or power under these Terms preclude further exercise of that or any other right under these Terms. These Terms, and any rights and licenses granted hereunder, may not be delegated, transferred or assigned by You, but may be assigned by Calloquy without restriction. Any purported delegation, transfer or assignment by You shall be null and void.

Export Restrictions.

You acknowledge that the Services, or a portion thereof, may be subject to the Export Administration Regulations, 15 C.F.R. Parts 730-774, of the United States and may be subject to other applicable country export control and trade sanctions laws (“Export Control and Sanctions Laws”). Calloquy will provide the U.S. export classification(s) applicable to its Services upon request. You and Your End Users may not access, use, export, re-export, divert, transfer or disclose any portion of the Services or any related technical information or materials, directly or indirectly, in violation of Export Control and Sanctions Laws. You represent and warrant that: (i) You and Your End Users (a) are not citizens of, or located within, a country or territory that is subject to U.S. trade sanctions or other significant trade restrictions (including without limitation Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk and Luhansk regions of Ukraine) and that You and Your End Users will not access or use the Services, or export, re-export, divert, or transfer the Services, in or to such countries or territories; (b) are not persons, or owned 50% or more, individually or in the aggregate by persons, identified on the U.S. Department of the Treasury’s Specially Designated Nationals and Blocked Persons List or Foreign Sanctions Evaders Lists; and (c) are not persons on the U.S. Department of Commerce’s Denied Persons List, Entity List, or Unverified List, or U.S. Department of State proliferation-related lists; (ii) You and Your End Users located in China, Russia, or Venezuela are not Military End Users and will not put Calloquy’s Services to a Military End Use, as defined in 15 C.F.R. 744.21; (iii) no Content created or submitted by You or Your End Users is subject to any restriction on disclosure, transfer, download, export or re-export under the Export Control and Sanctions Laws; and (iv) You and Your End Users will not take any action that would constitute a violation of, or be penalized under, U.S. antiboycott laws administered by the U.S. Department of Commerce or the U.S. Department of the Treasury. You are solely responsible for complying with the Export Control and Sanctions Laws and monitoring them for any modifications.

Electronic Communications.

The communications between You and us use electronic means, whether through the Platform or via email. For contractual purposes, You (i) consent to receive communications from us in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to You electronically satisfy any legal requirement that such communications would satisfy if it were in a writing.

Changes.

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. Any changes to these Terms will become effective upon posting of revised terms.

Copyright.

If You believe Your copyright or other intellectual property or privacy right has been violated by content accessible via the Services, please contact us by email at legal@calloquy.com.

Contact Us.

If You have any questions about these Terms or our Services, please feel free to contact us via email at legal@calloquy.com.