Terms of Use

Last Modified: July 5, 2022

Calloquy, PBC (“Calloquy”) operates each website (“Site”) that links to these Terms of Use to provide online access to information about Calloquy and the products, services, and opportunities we provide. Use of the Calloquy Service is governed by our Terms of Service and our Acceptable Use Policy.

By accessing and using the Site, you agree to these Terms of Use.

Calloquy reserves the right to modify these Terms of Use at any time without giving you prior notice. Your use of the Site following any such modification constitutes your agreement to follow and be bound by these Terms of Use as modified. If we update or change these Terms of Use, the updated Terms of Use will be posted on our website. When we change these Terms of Use, the "Last Modified" date above will be updated to reflect the date of the most recent version. We encourage you to review these Terms of Use periodically.

1. Permitted Use of The Site

You may use the Site, and the information, writings, images and/or other works that you see, hear or otherwise experience on the Site (singly or collectively, the "Content") solely for your non-commercial, personal purposes and/or to learn about Calloquy products and services, and solely in compliance with these Terms of Use.

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 of Use at all times. Submission of false, misleading, inaccurate, incomplete, obsolete, or other information prohibited under these Terms of Use may result in immediate termination of your account on the Calloquy Service. 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 Calloquy Service. You may not use anyone else’s password or account at any time on the Calloquy Service. 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 Calloquy Service if your failure to keep your account information secure and confidential results in someone else’s use of your account or account information.

2. Prohibited Use of The Site

By accessing the Site, you agree that you will not:

Use the Site in violation of these Terms of Use;
Use the Site in violation of the terms of Calloquy’s Acceptable Use Policy set forth below.
Copy, modify, create a derivative work from, reverse engineer or reverse assemble the Site, or otherwise attempt to discover any source code, or allow any third party to do so;
Sell, assign, sublicense, distribute, commercially exploit, grant a security interest in or otherwise transfer any right in, or make available to a third party, the Content or Service in any way;
Use or launch any automated system, including without limitation, "robots," "spiders," or "offline readers," that accesses the Site in a manner that sends more request messages to the Calloquy servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser;
Use the Site in any manner that damages, disables, overburdens, or impairs any Calloquy website or interferes with any other party's use and enjoyment of the Site;
Mirror or frame the Site or any part of it on any other web site or web page.
Attempt to gain unauthorized access to the Site;
Access the Site by any means other than through the interface that is provided by Calloquy for use in accessing the Site;
Use the Site for any purpose or in any manner that is unlawful or prohibited by these Terms of Use.
Any unauthorized use of any Content or the Site may violate patent, copyright, trademark, and other laws.

3. Intellectual Property Rights

The Site is based upon proprietary Calloquy technology and includes the Content. The Site is protected by applicable intellectual property and other laws, including trademark and copyright laws. The Site, including all intellectual property rights in the Site, belongs to and is the property of Calloquy or its licensors (if any). Calloquy owns and retains all copyrights in the Content. Except as specifically permitted on the Site as to certain Content, the Content may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way, and you agree not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, or create derivative works based on the Content or the Site, in whole or in part, by any means. Calloquy, the Calloquy logos, and other marks used by Calloquy from time to time are trademarks and the property of Calloquy. The appearance, layout, color scheme, and design of the Calloquy.com site are protected trade dress. Customer does not receive any right or license to use the foregoing. Calloquy may use and incorporate into the Site or the Calloquy Service any suggestions or other feedback you provide, without payment or condition.

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

We welcome your feedback, testimonials, comments, ideas and reviews about the Calloquy Service (“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.

4. Information and Materials You Post or Provide

You represent that you have all right, title, and interest to materials you post on the Site or provide to Calloquy ("Materials"), including but not limited to any consent, authorization, release, clearance or license from any third party (such as, but not limited to, any release related to rights of privacy or publicity) necessary for you to provide, post, upload, input or submit the Materials, and that posting such Materials does not violate or constitute the infringement of any patent, copyright, trademark, trade secret, right of privacy, right of publicity, moral rights, or other intellectual property right recognized by any applicable jurisdiction of any person or entity, or otherwise constitute the breach of any agreement with any other person or entity. You further represent and warrant that you are who you say you are, that you have not submitted fictitious, false or inaccurate information about yourself, and that all information contained in the posted Materials is true and your own work or work you are authorized to submit, and that the posted Materials do not contain any threatening, harassing, libelous, false, defamatory, offensive, obscene, or pornographic, material, or other material that would violate any other applicable law or regulation. You agree that you will not knowingly and with intent to defraud provide material and misleading information. You represent and warrant that the Materials you supply do not violate these Terms of Use.

5. Links to Third-Party Web Sites

Links on the Site to third party web sites or information are provided solely as a convenience to you. If you use these links, you will leave the Site. Such links do not constitute or imply an endorsement, sponsorship, or recommendation by Calloquy of the third party, the third-party web site, or the information there. Calloquy is not responsible for the availability of any such web sites. Calloquy is not responsible or liable for any such web sites or the content thereon. If you use the links to the web sites of Calloquy affiliates or service providers, you will leave the Site and will be subject to the terms of use and privacy policy applicable to those web sites.

6. Downloading Files; Updates; Availability

Calloquy cannot and does not guarantee or warrant that files available for downloading through the Site will be free of infection by software viruses or other harmful computer code, files or programs. We may from time to time, in our sole discretion, develop and provide Calloquy Service 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.

7. Disclaimers; Limitations of Liability

CALLOQUY AND ITS SERVICE PROVIDERS, LICENSORS AND SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE SITE OR THE CONTENT FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICE AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. CALLOQUY AND ITS SERVICE PROVIDERS, LICENSORS AND SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE SITE AND THE CONTENT, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NO STATEMENT OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM CALLOQUY IN ANY MEANS OR FASHION SHALL CREATE ANY WARRANTY NOT EXPRESSLY AND EXPLICITLY SET FORTH IN THIS AGREEMENT. THE CONTENT MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS.

CALLOQUY DOES NOT PROVIDE LEGAL SERVICES OF ANY KIND AND DOES NOT INTEND TO FORM ANY ATTORNEY-CLIENT RELATIONSHIP. ANY CONTENT PROVIDED ON THE SITE IS FOR EDUCATIONAL PURPOSES AND SHOULD NOT BE RELIED UPON BY ANY ATTORNEY OR NON-ATTORNEY WITHOUT CONDUCTING AN INDEPENDENT ANALYSIS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CALLOQUY AND ITS SERVICE PROVIDERS, LICENSORS OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER TYPE OF DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR COVER OR LOSS OF USE, DATA, REVENUE OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE, WITH THE DELAY OR INABILITY TO USE THE SITE, OR FOR ANY CONTENT, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, THE FAILURE OF ANY LIMITED REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE, EVEN IF CALLOQUY OR ANY OF CALLOQUY'S SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

IF, NOTWITHSTANDING THE OTHER TERMS OF THESE TERMS OF USE, CALLOQUY IS DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOSS, HARM OR DAMAGE, YOU AGREE THAT THE AGGREGATE LIABILITY OF CALLOQUY AND ITS OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, SERVICE PROVIDERS, LICENSORS OR SUPPLIERS SHALL IN ALL CASES BE LIMITED TO ONE HUNDRED DOLLARS.

8. Indemnification

You understand and agree that you are personally responsible for your behavior on the Site. You agree to indemnify, defend and hold harmless Calloquy, its parent companies, subsidiaries, affiliated companies, joint venturers, business partners, licensors, employees, agents, and any third-party information providers from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, consequential, exemplary and indirect damages), and reasonable attorneys' fees, resulting from or arising out of your use, misuse, or inability to use the Site or the Content, or any violation by you of these Terms of Use.

9. Privacy

Your use of the Site is subject to Calloquy's Privacy Policy.

10. Additional Terms of Service

If you participate in any meeting or other activity conducted on the Calloquy platform, your use of the platform is subject to Calloquy’s Terms of Service, available at http://www.Calloquy.com/terms-of-service/

11. General Provisions

Entire Agreement/No Waiver. These Terms of Use constitute the entire agreement of the parties with respect to the subject matter hereof. No waiver by Calloquy of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.
Correction of Errors and Inaccuracies. The Content may contain typographical errors or other errors or inaccuracies and may not be complete or current. Calloquy therefore reserves the right to correct any errors, inaccuracies or omissions and to change or update the Content at any time without prior notice. Calloquy does not, however, guarantee that any errors, inaccuracies or omissions will be corrected.

Enforcement/ Choice of Law/ Choice of Forum. If any part of these Terms of Use is determined by a court of competent jurisdiction to be invalid or unenforceable, it will not impact any other provision of these Terms of Use, all of which will remain in full force and effect. Any and all disputes relating to these Terms of Use, Calloquy’s Privacy Policy, your use of the Site, any other Calloquy web site or the Content are governed by, and will be interpreted in accordance with, the laws of the State of Georgia, without regard to any conflict of laws provisions. Except insofar as the claim(s) is/are subject to an agreement to engage in binding arbitration, You agree to the sole and exclusive jurisdiction and venue of the federal or state courts in Atlanta, Georgia in the event of any dispute of any kind arising from or relating to these Terms of Use, Calloquy's Privacy Policy, your use of the Site, any other Calloquy web site or the Content.

Calloquy Acceptable Use Policy

This Calloquy Acceptable Use Policy ("AUP") applies to the use of any product, service or website provided by us (Calloquy), whether we provide it directly or use another party to provide it to you (each, a "Calloquy Service"). This AUP is designed to ensure compliance with the laws and regulations that apply to the Calloquy Service. This AUP also protects the interests of all of our clients and their customers, as well as our goodwill and reputation. These terms are so important that we cannot provide the Calloquy Service unless you agree to them. By using the Calloquy Service, you are agreeing to these terms.

If you are using any Calloquy Service, this AUP applies to you. Every client of ours agrees to abide by this AUP and is responsible for any violations. You are not allowed to assist or engage others in a way that would violate this AUP. We will enforce and ensure compliance with this AUP by using methods we consider to be appropriate, such as complaint and email failure monitoring. We may also suspend or terminate your use of Calloquy Services pursuant to our Terms of Service for violations of this AUP.

We periodically update these terms and we will let you know when we do by posting a revised copy on our website. You agree to review the AUP on a regular basis and always remain in compliance.

1. Reporting Suspected Violations

We encourage recipients of email messages sent using the Calloquy Service to report suspected violations of this AUP to us by forwarding a copy of the received email with FULL headers to legal@Calloquy.com. We will investigate these reports and to respond in the way we consider appropriate.

If you know of or suspect a violation of this AUP, you will promptly notify us in writing of the known or suspected violation of this AUP.

2. Prohibited Email Actions

You may not use the Calloquy Service in any way (directly or indirectly) to send, transmit, handle, distribute or deliver: (a) spam in violation of the CAN-SPAM Act (referenced below) or any other law; (b) email to an address obtained via Internet harvesting methods or any surreptitious methods (e.g., scraping or harvesting); (c) email to an address that is incomplete, inaccurate and/or not updated for all applicable opt-out notifications, using best efforts and best practices in the industry, (d) commercial electronic messages in violation of Canada’s Anti-Spam Legislation (referenced below), or (e) in violation of the General Data Protection Regulation (GDPR) or any other data protection laws or in violation of any other applicable law, rule or regulation.
You may not use any misleading or false names, addresses, email address, or subject line. Email sent, or caused to be sent to or through the Calloquy Service may not: (a) use or contain invalid or forged headers; (b) use or contain invalid or non-existent domain names; (c) employ any technique to otherwise misrepresent, hide or obscure any information in identifying the point of origin or the transmission path; (d) use other means of deceptive addressing; (e) use a third party’s internet domain name without their consent, or be relayed from or through a third party's equipment without the third party’s permission; (f) contain false or misleading information in the subject line or otherwise contain false or misleading content; or (g) use our trademark(s), tagline(s), or logo(s) without our prior written consent and only then pursuant to our trademark usage guidelines.

No Disruption or Unauthorized Access

You agree not to:

use the Calloquy Service in a way that impacts the normal operation, privacy, integrity or security of another’s property. Another’s property includes another’s account(s), domain name(s), URL(s), website(s), network(s), system(s), facilities, equipment, data, other information, or business operations;
use or launch any automated system, including, "robots," "spiders," or "offline readers," that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional browser;
use the Calloquy Service in any manner that damages, disables, overburdens, or impairs any of our websites or interferes with any other party’s use of the Calloquy Service;
attempt to gain unauthorized access to the Calloquy Service or any documents or data stored by Calloquy;
access the Calloquy Service other than through our interface;
use the Calloquy Service to gain unauthorized access to, use, monitor, make an unauthorized reference to, another’s property, unless you have the appropriate express prior consent to do so; or
use the Calloquy Service in a way that causes or may cause any Calloquy IP addresses, Calloquy domains, or Calloquy customer domains to be blacklisted.

Examples of prohibited actions include (without limitation) include hacking, spoofing, denial of service, mailbombing and/or sending any email that contains or transmits any virus or propagating worm(s), or any malware, whether spyware, adware or other such file or program.

These restrictions apply regardless of your intent and whether or not you act intentionally or unintentionally.

Proper Usage of the Calloquy Service

In addition, and without limiting the other requirements in this AUP, you may not (directly or indirectly) use the Calloquy Service with content, or in a manner that:

is threatening, abusive, harassing, stalking, or defamatory;
is deceptive, false, misleading or fraudulent;
is invasive of another's privacy or otherwise violates another’s legal rights (such as rights of privacy and publicity);
contains vulgar, obscene, indecent or unlawful material;
infringes a third party's intellectual property right(s);
publishes, posts, uploads, or otherwise distributes any software, music, videos, or other material protected by intellectual property laws (or by rights of privacy or publicity) unless you have all necessary rights and consents to do so;
uploads files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another person's computer;
downloads any file that you know, or reasonably should know, cannot be legally distributed in that way;
falsifies or deletes any author attributions, legal or proprietary designations, labels of the origin or source of software, or other material contained in a file that is uploaded;
restricts or inhibits any other user of the Calloquy Service from using and enjoying our website and/or the Calloquy Service;
harvests or otherwise collects information about others, including e-mail addresses, without their consent;
violates the usage standards or rules of an entity affected by your use, including without limitation any ISP, ESP, or news or user group (and including by way of example and not limitation circumventing or exceeding equipment use rights and restrictions and/or location and path identification detail);
is legally actionable between private parties;
is not a good faith use of the service, such as uploading Contacts in excess of your Contact tier, emailing those Contacts and then purging them shortly thereafter; and/or
is in violation of any applicable local, state, national or international law or regulation, including all export laws and regulations and without limitation the Controlling the Assault of Non-Solicited Pornography and Marketing Act (CAN-SPAM Act) (15 U.S.C. § 7701 et seq.), the U.S Telephone Consumer Protection Act of 1991 (47 U.S.C. § 227), the Do-Not-Call Implementation Act of 2003 (15 U.S.C. § 6152 et seq.; originally codified at § 6101 note), the General Data Protection Regulation (2016/679), the Directive 2000/31/EC of the European Parliament and Council of 8 June 2000, on certain legal aspects of information society services, in particular, electronic commerce in the Internal Market ('Directive on Electronic Commerce'), along with the Directive 2002/58/EC of the European Parliament and Council of 12 July 2002, concerning the processing of personal data and the protection of privacy in the electronic communications sector ('Directive on Privacy and Electronic Communications'), regulations promulgated by the U.S. Securities Exchange Commission, any rules of national or other securities exchange, including without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, the Personal Information Protection and Electronic Documents Act (PIPEDA) (S.C. 2000, c. 5), Canada’s Anti-Spam Legislation (CASL) (S.C. 2010, c. 23), Japan’s Act on Regulation of Transmission of Specified Electronic Mail (Act No. 26 of April 17, 2002) and any regulations having the force of law or laws in force in your or your email recipient's country of residence;
encourages, promotes, facilitates or instructs others to engage in illegal activity;
promotes, encourages, or facilitates: hate speech, violence, discrimination based on race, color, sexual orientation, marital status, gender or identity expression, parental status, religion or creed, national origin or ancestry, sex, age, physical or mental disability, veteran status, genetic information, citizenship and/or any other characteristic protected by law.

You will use the Calloquy Service for your internal business purposes and will not: (i) willfully tamper with the security of the Calloquy Service or tamper with our customer accounts; (ii) access data on the Calloquy Service not intended for you; (iii) log into a server or account on the Calloquy Service that you are not authorized to access; (iv) attempt to probe, scan or test the vulnerability of any Calloquy Service or to breach the security or authentication measures without proper authorization; (v) willfully render any part of the Calloquy Service unusable; (vi) lease, distribute, license, sell or otherwise commercially exploit the Calloquy Service or make the Calloquy Service available to a third party other than as contemplated in your subscription to the Calloquy Service; (vii) use the Calloquy Service for timesharing or service bureau purposes or otherwise for the benefit of a third party; or (viii) provide to third parties any evaluation version of the Calloquy Service without our prior written consent.

5. Calloquy Trademark Use

Unless you have our express prior written permission, you may not use any name, logo, tagline or other mark of ours or the Calloquy Service, or any identifier or tag generated by the Calloquy Service, including without limitation: (a) as a hypertext link to any website or other location (except as provided for or enabled expressly by us); or (b) to imply identification with us as an employee, contractor, agent or other similar representative capacity. You also agree not to remove or alter any of these items as we may have provided or enabled.

General Terms

We may immediately suspend your access to the Calloquy Service if you breach this AUP or don’t respond to us in a reasonable period after we’ve contacted you about a potential breach of this AUP. We may also terminate your subscription for cause. You acknowledge we may disclose information regarding your use of any Calloquy Service to satisfy any law, regulation, government request, court order, subpoena or other legal process. If we make this type of required disclosure we will notify you, unless we are required to keep the disclosure confidential.

We are not obligated to, but may choose to, remove any prohibited materials and deny access to any person who violates this AUP. We further reserve all other rights.

We may update and change any part or all of this AUP. If we update or change this AUP, the updated AUP will be posted on our website. When we change this AUP, the "Last Modified" date above will be updated to reflect the date of the most recent version. We encourage you to review this AUP periodically.