CallNest Cloud Terms of Use

Effective Date: May, 2025

These Terms of Use ("Terms" or "Agreement") are entered into by and between CallNest ("CallNest Cloud," "We," "Us," or "Our"), and the individual or entity accessing, registering for, or using the CallNest Cloud website, platform, software, and associated services (collectively, the "Services"), or authorizing others to do so on their behalf ("User," "You," "Your," or "Customer").

1. Introduction and Acceptance of Terms

1.1. Parties to the Agreement

These Terms govern the access to and use of the Services provided by CallNest Cloud. If You are an entity, the individual accepting these Terms on Your behalf represents and warrants that they have the full legal authority to bind You to this Agreement.[1, 2] The term "User" or "Customer" shall encompass both the entity and its authorized individual users, such as employees or agents, who access the Services under the entity's account. The Customer entity remains fully responsible and liable for compliance with these Terms by all its individual users.

1.2. Binding Nature of the Terms

By accessing, browsing, registering for, creating an account, or otherwise using any part of the Services, You acknowledge that You have read, understood, and agree to be bound by these Terms in their entirety, as well as Our Privacy Policy, which is incorporated herein by reference.[3, 4] If You do not accept all the terms and conditions of this Agreement, You are not authorized to access or use the Services and must immediately cease all such access and use. These Terms constitute a legally binding contract between You and CallNest Cloud.

1.3. Eligibility to Use the Services

To use the Services, You must be at least 18 years of age or the age of legal majority in Your jurisdiction, whichever is greater, and possess the legal capacity to enter into a binding contract.[1, 4] The Services are intended for business use and are not designed for or directed to individuals under the age of 18. By using the Services, You represent and warrant that You meet these eligibility requirements. CallNest Cloud reserves the right to refuse service or terminate accounts for any User who fails to meet these criteria or is otherwise deemed ineligible at Our sole discretion.

1.4. Modifications to the Terms

CallNest Cloud reserves the right, at its sole discretion, to modify, amend, or update these Terms at any time. We will provide notice of material changes to these Terms by posting the revised Terms on Our website, sending an email to the address associated with Your Account, or through an in-app notification. Non-material changes may be made without direct notice. Your continued access to or use of the Services after the effective date of any such modifications shall constitute Your conclusive acceptance of the modified Terms.[2, 5] It is Your responsibility to review these Terms periodically for any updates or changes. If You do not agree to any changes to these Terms, You must stop using the Services. For clarity and trust in our B2B relationships, CallNest Cloud commits to using reasonable efforts to notify Customers of material changes in a timely and clear manner.

The use of the Services is also governed by the CallNest Cloud Privacy Policy, accessible at https://callnest.com/privacy-policy. The Privacy Policy details how We collect, use, share, and protect Your personal information and Customer Data, and is an integral part of this Agreement.

2. Definitions

For the purposes of this Agreement, the following terms shall have the meanings ascribed to them below:

• "Account": The unique account created by or on behalf of a User, or assigned to a User, to enable access to and use of the CallNest Cloud Services.[1, 2]
• "Administrator": An authorized individual User designated by a Customer entity who is granted administrative privileges to manage the Customer's Workspace, including but not limited to managing End User access, configuring Service settings, and accessing Customer Data within that Workspace.[6]
• "AI Features": Specific features, functionalities, or tools within the Services that utilize artificial intelligence, machine learning, natural language processing, or similar technologies, including but not limited to call transcription, voice analytics, sentiment analysis, and automated call summaries.[7, 8]
• "Applicable Law": All applicable local, state, national, federal, and international laws, statutes, ordinances, rules, regulations, and judicial or administrative decisions or orders.
• "CallNest Cloud IP": All Intellectual Property Rights owned by or licensed to CallNest Cloud, including but not limited to the Services, Software, Documentation, trademarks, service marks, trade names, logos, designs, and any aggregated, anonymized, or de-identified data derived from the use of the Services (excluding identifiable Customer Data).[4, 6]
• "Customer Data": All data, information, content, communications, call recordings, voicemail recordings, transcripts, metadata (such as call timestamps, duration, participant information, routing details), Interactive Voice Response (IVR) interactions, SMS/MMS messages, and other materials provided, inputted, uploaded, submitted, stored, transmitted, or generated by a Customer or its End Users in connection with the use of the Services.[2, 6] This includes data originating from or processed through integrations with Third-Party Services, such as Twilio Services, when connected to the Customer's Account.
• "Documentation": Any user guides, operational manuals, technical specifications, API documentation, help articles, or other explanatory materials, in any form or medium, provided by CallNest Cloud to Users regarding the access and use of the Services.
• "End User": An individual, such as an employee, contractor, or agent of a Customer, who is authorized by that Customer or its Administrator to access and use the Services under the Customer's Workspace and Account.
• "Fees": All charges, costs, and expenses payable by the User to CallNest Cloud for accessing and using the Services, as set forth on the CallNest Cloud website's pricing page, in a Service Order, or as otherwise agreed between the User and CallNest Cloud.[2]
• "Intellectual Property Rights": All past, present, and future rights of the following types, which may exist or be created under the laws of any...[source](https://www.sec.gov/Archives/edgar/data/1070050/000157570521000093/ex10_1.htm) sentence.
• "Privacy Policy": The CallNest Cloud Privacy Policy, located at https://callnest.com/privacy-policy, as may be updated from time to time, which describes CallNest Cloud's practices concerning the collection, use, disclosure, and protection of personal information and Customer Data, and which is incorporated by reference into and made a part of these Terms.[3, 9]
• "Service(s)": The CallNest Cloud software-as-a-service platform, including all associated software (whether browser-based, downloadable, or mobile applications), features, functionalities (such as call tracking, call routing, call recording, call transcription, AI Features, voice intelligence, analytics, IVR, voicemail, SMS/MMS capabilities), application programming interfaces (APIs), Documentation, updates, enhancements, and technical support services provided or made available by CallNest Cloud to Users.
• "Software": The proprietary software programs, in object code or other form, including any browser-based applications, downloadable client software, mobile applications, and server-side software, developed or licensed by CallNest Cloud and provided to Users as part of the Services.[6]
• "Sub-processor": Any third-party data processor engaged by CallNest Cloud, or by CallNest Cloud's direct Sub-processors, to process Customer Data in connection with the provision of the Services.
• "Term": The duration for which this Agreement is effective, commencing upon User's acceptance of these Terms and continuing until terminated in accordance with the provisions herein.
• "Third-Party Services": Any services, software, applications, platforms, content, or resources provided by entities other than CallNest Cloud that may integrate with, be linked to, or be accessed through the CallNest Cloud Services (e.g., Twilio, CRM systems, analytics platforms).[6]
• "Twilio Services": Telecommunication and communication platform-as-a-service (CPaaS) functionalities, including but not limited to voice calling, SMS/MMS messaging, and phone number provisioning, provided by Twilio Inc. or its affiliates, which are integrated into and utilized by CallNest Cloud to deliver certain core components of the Services.[10]
• "User Content": Any content, materials, or information, excluding Customer Data directly related to call records, metadata, and communications processed by the core functionalities of the Service, that Users may post, upload, submit, or transmit through ancillary communication features of the Service, if any (such as comments in a support forum, community discussion board, or feedback submissions).
• "Workspace": The dedicated, multi-tenant virtual environment within the CallNest Cloud Services assigned to a specific Customer, through which that Customer and its designated Administrators and End Users access, manage, and utilize the Services and associated Customer Data.

The precise definition of terms is fundamental to the clarity and enforceability of this Agreement. Distinguishing between "Customer Data" (the core data processed by the service, such as call recordings) and "User Content" (ancillary contributions, if any) allows for different handling and ownership rules. Similarly, specifically defining "AI Features" and "Twilio Services" enables more targeted terms regarding their use and associated responsibilities. The concepts of "Administrator" and "Workspace" are central to the B2B nature of CallNest Cloud, facilitating the management of company-wide accounts and data segregation.

3. Description of CallNest Cloud Services

3.1. Overview of Functionalities

CallNest Cloud provides a comprehensive suite of cloud-based call management and voice intelligence services designed to help businesses track, analyze, and optimize their voice communications. Core functionalities include, but are not limited to:

• Call Tracking: Attribution of inbound calls to specific marketing channels, campaigns, or keywords.
• Call Routing: Advanced call routing capabilities, including options for geographic routing, time-based routing, and skill-based routing to direct callers to the appropriate End User or department.
• Call Recording: Secure recording of inbound and outbound telephone calls, subject to User's compliance with all Applicable Laws regarding consent and notification.
• Call Transcription: Automated transcription of call recordings into text format using AI Features.
• Voice Intelligence and Analytics: AI-driven analysis of call content, including sentiment analysis, keyword spotting, topic extraction, and generation of call summaries or agent performance metrics, where available and subscribed to.
• Interactive Voice Response (IVR): Customizable IVR systems to greet callers and route them efficiently based on their input.
• Voicemail Services: Voicemail-to-email, voicemail transcription, and centralized voicemail management.
• SMS/MMS Messaging: Capabilities for sending and receiving SMS and MMS messages associated with provisioned phone numbers, subject to compliance with A2P messaging regulations.
• Integration with Twilio Services: Utilization of Twilio's underlying infrastructure for robust voice and messaging capabilities.
• Workspace and Company Management: Tools for Administrators to manage company accounts, End Users, phone numbers, billing, and Service settings within a dedicated Workspace.

The specific set of features and functionalities available to a User may vary depending on the subscription plan selected by the User.[7, 11]

3.2. Service Tiers or Plans (Reference)

The Services may be offered under various subscription plans ("Plans"), each with potentially different features, usage allowances (e.g., number of users, call minutes, phone numbers, data storage), and associated Fees.[2, 12] Detailed information regarding current Plans, including their respective features, limitations, and pricing, is available on the CallNest Cloud website's pricing page or as specified in a separate Service Order executed between the User and CallNest Cloud.

Some Plans may be marketed as "unlimited" with respect to certain features. Any such "unlimited" offerings are subject to a reasonable use policy, which prohibits use patterns that are abusive, excessive, or otherwise inconsistent with typical business use, or that may impair the stability or availability of the Services for other users. Specific limitations, such as maximum call minutes per user per month (e.g., 5000 minutes per user/month), concurrent call limitations (e.g., no agent may exceed four concurrent calls at any given time), maximum messages per user per month (e.g., 5000 messages per user/month), requirements for a minimum percentage of inbound messaging traffic (e.g., at least 20% inbound), or restrictions on automated dialing, traffic pumping, or using the service for continuous or extensive call forwarding to external systems not intended by the Plan, may apply and will be detailed in the relevant Plan description or an Acceptable Use Policy.[7] Failure to adhere to such reasonable use limitations may result in additional charges, service throttling, or suspension of the Account.

3.3. Service Availability and Maintenance

CallNest Cloud will use commercially reasonable efforts to ensure the Services are available to Users. However, CallNest Cloud does not guarantee that the Services will be uninterrupted, error-free, or continuously available.[6] The Services may be temporarily unavailable for scheduled maintenance, for unscheduled emergency maintenance, or due to other causes beyond Our reasonable control, including but not limited to Force Majeure events (as defined in Section 16.4), failures of telecommunications networks, internet service provider disruptions, or failures of other third-party service providers upon which the Services rely.[13, 14] CallNest Cloud will endeavor to provide Users with reasonable advance notice of scheduled maintenance that is expected to result in significant Service downtime, typically via email or a notification on Our website or within the Service. No service level agreements (SLAs) regarding uptime or performance are offered unless explicitly stated in a separate written agreement (e.g., a Master Service Agreement or Service Order) with the User.

3.4. Updates and Modifications to Services

CallNest Cloud is committed to continuously improving and evolving the Services. As such, We reserve the right, in Our sole discretion, to modify, enhance, update, or discontinue any features, functionalities, or aspects of the Services, in whole or in part, at any time, with or without notice for minor changes.[2, 9] For any material adverse changes to core functionalities of the Services to which a User is subscribed, CallNest Cloud will use commercially reasonable efforts to provide reasonable advance notice to affected Users. CallNest Cloud shall not be liable to any User or third party for any modification, suspension, or discontinuance of the Services, or any part thereof, provided that if CallNest Cloud discontinues a material part of the Services for which a User has prepaid, the User may be entitled to a pro-rata refund for the unused portion of the prepaid Fees, at CallNest Cloud's discretion or as required by Applicable Law.

Should CallNest Cloud offer trial accounts, such accounts will be subject to specific terms and limitations (e.g., duration of trial, feature restrictions, call limits) which will be communicated at the time of trial registration.[15] These Terms of Use apply to trial accounts, except where superseded by specific trial terms.

4. Account Registration and Management

4.1. Account Creation and Accuracy of Information

To access and use most features of the Services, Users must register for an Account. During the registration process, and at all times thereafter, You agree to provide true, accurate, current, and complete information as prompted by the Service's registration form or as otherwise requested by CallNest Cloud (e.g., company name, contact email, billing information, Administrator details).[1, 2, 16] You are responsible for maintaining and promptly updating Your Account information to ensure its accuracy and completeness. CallNest Cloud reserves the right to suspend or terminate Your Account and refuse any and all current or future use of the Services if We have reasonable grounds to suspect that any information provided by You is untrue, inaccurate, not current, incomplete, fraudulent, or otherwise in violation of these Terms.[1, 16] Providing false or misleading information, particularly for identity verification, billing, or regulatory compliance purposes (such as A2P 10DLC registration), may result in immediate termination of Your Account and may subject You to further legal action.

4.2. User Credentials and Account Security (User Responsibilities)

Upon successful registration, You will create or be assigned user credentials, such as a username and password, and potentially API keys or other access tokens for Your Account. You are solely and fully responsible for maintaining the confidentiality and security of Your Account login information and all other credentials associated with Your Account.[1, 10] You are also fully responsible for all activities that occur under Your Account, whether or not such activities are authorized by You.[1, 16] Each individual End User must have their own unique login credentials, and sharing of a single set of login credentials (e.g., for one user seat) among multiple individuals is strictly prohibited.[7] You agree to immediately notify CallNest Cloud in writing of any unauthorized use of Your Account, Your credentials, or any other suspected breach of security.[1] CallNest Cloud will not be liable for any loss or damage arising from Your failure to comply with these security obligations, including losses incurred due to unauthorized access to Your Account resulting from Your failure to secure Your credentials.[1, 6] CallNest Cloud may offer or require the use of Multi-Factor Authentication (MFA) for enhanced Account security; if available, You are strongly encouraged to enable and use MFA and are responsible for complying with any MFA requirements.

4.3. Workspace/Company Accounts: Administrator Roles and Responsibilities

If the Customer is an entity, it must designate at least one Administrator for its Workspace.[6, 17] Administrators have heightened privileges and are authorized to manage the Customer's Workspace, including but not limited to: adding, modifying, or removing End Users; assigning roles and permissions to End Users [11]; configuring Service settings; accessing and managing all Customer Data within the Workspace (including data generated by or related to End Users, such as call recordings and transcripts); managing billing information; and acting as the primary point of contact with CallNest Cloud for Account-related matters. The Customer entity is fully responsible and liable for all actions taken by its Administrators and End Users within the Services. Administrators are responsible for ensuring that all End Users within their Workspace are aware of and comply with these Terms and the CallNest Cloud Privacy Policy. It is understood that Administrators, acting on behalf of the Customer, will have broad access to Customer Data associated with all End Users within their Workspace, and the Customer is responsible for establishing its own internal policies regarding such access.

4.4. Unauthorized Access

You agree to use all reasonable efforts to prevent any unauthorized access to or use of the Services through Your Account or Workspace. You will promptly notify CallNest Cloud upon discovering any such unauthorized access or use.[1] You will cooperate with CallNest Cloud in any investigation of unauthorized access or use and will take all reasonable steps to mitigate or remedy such situations.

5. License Grant and Intellectual Property Rights

5.1. License to Use CallNest Cloud Services

Subject to Your ongoing compliance with these Terms and timely payment of all applicable Fees, CallNest Cloud grants You a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license during the Term to access and use the Services and the Software solely for Your internal business purposes, in accordance with the Documentation and any usage limits or restrictions specified in Your selected Plan or Service Order.[4, 5, 6] This license is granted only to You and Your authorized End Users and does not extend to any third parties. The scope of the license, including the number of authorized End Users or capacity, is determined by the specific Plan You have purchased.

5.2. Restrictions on Use

In connection with Your use of the Services and Software, You shall not, and shall not permit any End User or third party to:

(a) License, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time-share, or otherwise commercially exploit or make the Services or Software available to any third party, other than to authorized End Users for Your internal business purposes as expressly permitted by these Terms [1, 4];
(b) Modify, adapt, translate, or create derivative works based on the Services, Software, or Documentation [1, 4];
(c) Reverse engineer, decompile, disassemble, or otherwise attempt to discover or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs of any Services or Software, except as and only to the extent expressly permitted by Applicable Law, and then only upon advance written notice to CallNest Cloud [1, 4];
(d) Remove, alter, or obscure any copyright, trademark, or other proprietary notices or labels contained in or on the Services, Software, or Documentation [1, 4];
(e) Use the Services or Software for the purpose of developing a similar or competitive product or service, or for any other competitive analysis or benchmarking [1];
(f) Use the Services in any manner that violates the Acceptable Use provisions set forth in Section 9 of these Terms or any Applicable Law;
(g) Interfere with or disrupt the integrity, performance, or security of the Services or any data contained therein;
(h) Attempt to gain unauthorized access to the Services, Software, or their related systems or networks.

Any use of the Services or Software not expressly permitted by these Terms is strictly prohibited and may result in the immediate termination of Your license and Account.

5.3. CallNest Cloud's Ownership of Services and Intellectual Property

As between You and CallNest Cloud, CallNest Cloud and its licensors own and shall retain all right, title, and interest, including all Intellectual Property Rights, in and to the CallNest Cloud IP. This includes the Services, Software, Documentation, CallNest Cloud trademarks, service marks, logos, trade dress, and any and all improvements, derivative works, and modifications thereto, as well as any aggregated, anonymized, or de-identified statistical data derived from the operation of the Services (provided such data does not identify You or any individual).[3, 4, 6, 13] No rights are granted to You hereunder other than as expressly set forth in the limited license grant in Section 5.1. CallNest Cloud reserves all rights not expressly granted in this Agreement.

CallNest Cloud may use aggregated and anonymized Customer Data to operate, analyze, improve, and develop its Services and related offerings, for industry benchmarking, and for other legitimate business purposes, provided that such data cannot be used to identify the Customer or any individual natural person.

If CallNest Cloud incorporates any open-source software (OSS) into its Services, Your use of such OSS is subject to the applicable OSS license terms. CallNest Cloud will make relevant OSS license information available as required by such licenses.

5.4. Customer's Ownership of Customer Data

As between CallNest Cloud and You, You retain all right, title, and interest in and to Your Customer Data.[2, 6, 14] You are solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data. You hereby grant to CallNest Cloud and its authorized Sub-processors a worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable (solely to the extent necessary for Sub-processors to perform services for CallNest Cloud) license to access, use, host, store, reproduce, modify, adapt, process, transmit, display, and distribute Your Customer Data solely to the extent necessary for CallNest Cloud to: (a) provide, operate, maintain, support, and improve the Services for You in accordance with these Terms and Your instructions; (b) prevent or address service, security, or technical issues; (c) comply with Applicable Law or any valid legal order; and (d) as otherwise expressly permitted in writing by You or as set forth in the CallNest Cloud Privacy Policy.[16] This license grant shall continue for the duration of the Term and for any post-termination period during which CallNest Cloud is required to retain Customer Data for legal or regulatory purposes or to facilitate data export by You.

The specific outputs generated by AI Features for the Customer, based on their Customer Data (e.g., a call transcript derived from the Customer's call recording, a sentiment score specific to that call), are considered part of the Customer Data and are owned by the Customer or licensed for their use as per this section. However, CallNest Cloud retains all Intellectual Property Rights in the underlying AI models, algorithms, and technologies used to generate such outputs, as further detailed in Section 7.

5.5. Feedback License

If You or Your End Users provide CallNest Cloud with any suggestions, ideas, enhancement requests, feedback, recommendations, or other information relating to the Services or Software ("Feedback"), You hereby grant to CallNest Cloud a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, non-exclusive, sublicensable, and transferable license to use, incorporate, reproduce, distribute, modify, adapt, create derivative works of, publicly perform, publicly display, make, have made, sell, offer to sell, import, and otherwise exploit such Feedback in any manner and for any purpose, without any obligation, attribution, or compensation to You or any third party.[1, 4] You represent and warrant that You have all rights necessary to grant such a license for any Feedback provided.

6. Customer Data and Privacy

CallNest Cloud is committed to protecting the privacy and security of Customer Data. This section outlines key principles regarding data handling and works in conjunction with the CallNest Cloud Privacy Policy, which provides more comprehensive details and is incorporated herein by reference.

6.1. Types of Data Collected

CallNest Cloud collects and processes various types of data to provide and improve the Services. These include, but are not limited to:

• User Account Data: Information provided during Account registration and management, such as names, email addresses, phone numbers, company information, user roles, and billing details of Administrators and End Users.
• Call Metadata: Information related to calls processed through the Services, such as origination and destination phone numbers, call timestamps, call duration, routing information, call disposition, and unique call identifiers.
• Call Recordings and Voicemails: Audio recordings of telephone calls and voicemails, if the call recording or voicemail features are enabled by the User.
• Call Transcriptions: Text transcriptions of call recordings and voicemails, typically generated by AI Features.
• Workspace/Company Data: Configurations, settings, and other data related to a Customer's specific Workspace, including IVR configurations, call flow designs, and End User management information.
• Twilio Integration Data: Information necessary to integrate with Twilio Services, which may include phone numbers provisioned through CallNest Cloud (utilizing Twilio), API credentials if the User integrates their own Twilio account, and logs related to Twilio Service usage.
• IVR and System Interactions: Data generated from interactions with IVR menus, system prompts, and other automated components of the Service.
• Usage Data: Information about how Users and End Users interact with the Services, such as features accessed, activity logs, IP addresses, browser types, and device information.

A more detailed list and description of data types collected can be found in the CallNest Cloud Privacy Policy.[2, 18, 19]

6.2. Data Collection Methods

Customer Data is collected through various methods, including:

• Directly from Users: Information provided during Account registration, profile setup, Plan selection, payment processing, and communications with CallNest Cloud support.
• Automatically through Service Use: Data generated automatically when Users and End Users interact with the Services, such as call logging, metadata creation during call processing, and recording of calls and voicemails (when enabled). Voice recording and transcription are often facilitated via integrated Twilio Services.
• Through Workspace and Company Management: Data created or configured by Administrators when managing their Workspace, End Users, and Service settings.
• Through Cookies and Tracking Technologies: For usage data collection on Our website and Services, as detailed in Our Privacy Policy and Cookie Policy.[20]

Further details on data collection methods are available in the CallNest Cloud Privacy Policy.

6.3. Use of Customer Data

CallNest Cloud uses Customer Data for the following primary purposes:

• Service Provision and Operation: To provide, operate, maintain, and support the core functionalities of the Services, including call tracking, routing, recording, transcription, voicemail, IVR, and analytics.
• AI Features: To enable and operate AI Features, such as generating transcriptions, performing sentiment analysis, and providing other voice intelligence insights.
• Communication with Twilio APIs: To interact with Twilio Services as necessary for call initiation, termination, messaging, number provisioning, and other communication-related tasks.
• Service Improvement and Development: To analyze usage patterns, troubleshoot issues, improve the quality and performance of existing Services, and develop new features and services. Such analysis for general service improvement is typically performed on an aggregated and anonymized basis, unless directly related to providing or supporting the Service for a specific Customer.
• Billing and Account Management: To process payments, manage subscriptions, send administrative communications, and provide customer support.
• Security and Compliance: To maintain the security and integrity of the Services, prevent fraud and abuse, enforce these Terms, and comply with Applicable Laws and legal processes.

The CallNest Cloud Privacy Policy provides a more exhaustive explanation of how Customer Data is used.[10, 16, 20]

6.4. Data Security Measures

CallNest Cloud is committed to implementing and maintaining appropriate administrative, physical, and technical safeguards, consistent with industry standards and state-of-the-art practices, designed to protect the security, confidentiality, and integrity of Customer Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access.[6, 20] These measures include, but are not limited to:

• Encryption of Customer Data at rest and in transit where appropriate.
• Access controls and authentication mechanisms to restrict access to Customer Data.
• Use of secure infrastructure, potentially including containerization technologies like Docker, and reputable cloud hosting providers.
• Regular security assessments and updates.

While CallNest Cloud takes commercially reasonable precautions and implements industry-standard measures to protect Customer Data, no security system is impenetrable. CallNest Cloud cannot guarantee the absolute security or safe-keeping of such data and is not liable for breaches of security or safe-keeping of data, except as may be required by Applicable Law or as explicitly agreed in a separate written agreement.[13] Users acknowledge that they provide Customer Data at their own risk. Further details on Our security practices may be found in Our Privacy Policy or a dedicated Security Statement if available.

6.5. Data Sharing with Third Parties (Sub-processors)

CallNest Cloud may engage third-party vendors, service providers, and Sub-processors to assist in providing the Services. These Sub-processors may have access to or process Customer Data on Our behalf for specific purposes, such as:

• Communication Services: Twilio Inc. (or similar CPaaS providers) for voice calling, SMS/MMS, and phone number functionalities.
• Cloud Hosting and Infrastructure: Providers like Amazon Web Services (AWS), Google Cloud Platform (GCP), or Microsoft Azure for data storage and application hosting.
• AI Processing: Third-party AI technology providers for transcription, analytics, or other AI Features, if applicable and disclosed.
• Payment Processing: Secure payment gateways for processing subscription Fees.
• Analytics and Support Tools: Platforms for service analytics (internal usage) and customer support management.

CallNest Cloud will only share Customer Data with Sub-processors to the extent necessary for them to perform their designated functions. We maintain a list of Our key Sub-processors, which is available in Our Privacy Policy or a dedicated Sub-processor list accessible via Our website. We enter into appropriate contractual agreements (such as Data Processing Agreements) with Our Sub-processors, requiring them to implement and maintain adequate data protection and security measures and to process Customer Data only in accordance with Our instructions and for the purposes of providing their services to Us.[10, 19, 20] CallNest Cloud shall not be liable to the Customer for any violation or misuse of Confidential Information by a Sub-processor, except to the extent such liability cannot be disclaimed under Applicable Law or as otherwise agreed in a Data Processing Agreement.[13] CallNest Cloud does not sell Customer Data to third parties.

6.6. User Rights (Access, Correction, Deletion)

Subject to Applicable Law, Users (and their End Users, where applicable, particularly under regulations like GDPR) may have certain rights regarding their personal data contained within Customer Data. These rights may include the right to access, correct, update, or request deletion of their personal data.[18] Users can typically manage some of their Account information and Customer Data directly through their Account settings within the Services. Administrators have broader controls over the Customer Data within their Workspace. For requests that cannot be fulfilled through self-service options, Users should contact CallNest Cloud support as indicated in the Privacy Policy. CallNest Cloud will respond to such requests in accordance with Applicable Law and Our internal procedures. The CallNest Cloud Privacy Policy provides detailed information on data subject rights and how to exercise them.

6.7. Data Retention and Deletion

CallNest Cloud will retain Customer Data for as long as necessary to provide the Services to the User, as required to comply with Our legal obligations (e.g., financial record-keeping, responding to legal process), to resolve disputes, to enforce Our agreements, or as otherwise specified in the User's Plan or a separate agreement.[18] Specific retention periods for different types of Customer Data (e.g., call logs, call recordings) may be detailed in the Privacy Policy or be configurable by the User/Administrator within the Service, depending on the Plan. For instance, transcribed audio recordings might be automatically deleted after a defined period, such as 13 months, unless otherwise specified or required.[13] Upon termination of a User's Account, or upon a valid request for deletion from an Administrator for their Workspace, CallNest Cloud will delete or anonymize Customer Data in accordance with Our data deletion policies and timelines, subject to any overriding legal or regulatory retention requirements. The process for data deletion when an entire Workspace or company account is terminated will follow these principles, ensuring comprehensive removal of associated data. Further details are provided in the CallNest Cloud Privacy Policy.

6.8. International Data Transfers

CallNest Cloud may store and process Customer Data in various locations around the world, including through the use of Sub-processors located in countries different from the User's country of residence. If CallNest Cloud transfers personal data originating from regions such as the European Economic Area (EEA), the United Kingdom (UK), or Switzerland to countries not deemed to provide an adequate level of data protection, We will implement appropriate safeguards to protect such data, such as Standard Contractual Clauses (SCCs), Data Processing Agreements (DPAs) with Sub-processors, or reliance on other legally recognized transfer mechanisms.[2, 9, 21] The CallNest Cloud Privacy Policy provides more detailed information on international data transfers and the safeguards employed.

6.9. Compliance and Legal Considerations (Reference to Privacy Policy)

CallNest Cloud is committed to complying with applicable data protection laws, including but not limited to the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA)/California Privacy Rights Act (CPRA), as applicable to Our provision of the Services. The CallNest Cloud Privacy Policy provides comprehensive information on Our data processing practices, User rights, and Our approach to legal and regulatory compliance.[3, 9] Users are solely responsible for their own compliance with all Applicable Laws relating to their collection, use, and disclosure of data in connection with the Services. This includes, without limitation, obtaining all necessary consents and providing all required notices for call recording, processing personal data of their callers and End Users, and complying with telemarketing and electronic communication regulations. CallNest Cloud provides the tools, but the User determines how they are used and must ensure such use is lawful.

For B2B SaaS services like CallNest Cloud that process personal data on behalf of their customers, a Data Processing Addendum (DPA) is typically a critical component of the contractual relationship, especially under GDPR. By entering into this Agreement, the Parties also enter into the CallNest Cloud Data Processing Addendum, available at https://callnest.cloud/dpa, which forms an inseparable part hereof.[14] By agreeing to these Terms, You also agree to the terms of the CallNest Cloud DPA if You are a controller of personal data processed by CallNest Cloud.

Given Twilio's integral role as a communications Sub-processor, data flows involving Twilio are subject to both CallNest Cloud's and Twilio's data processing and security practices. If Users integrate their *own* Twilio accounts with CallNest Cloud [10], they are responsible for their direct agreement with Twilio and for ensuring CallNest Cloud has the necessary permissions to access and process data from that account. If CallNest Cloud manages the Twilio relationship, Twilio acts as a Sub-processor to CallNest Cloud.

7. Use of AI and Voice Intelligence Features

CallNest Cloud may offer AI Features designed to enhance the value and utility of the Services by providing insights from voice communications.

7.1. Description of AI-Powered Features

AI Features may include, but are not limited to, automated transcription of call recordings, sentiment analysis of call audio or text, keyword and phrase extraction, generation of call summaries, identification of call topics, and analytics related to agent performance or call outcomes.[7, 8] The availability of specific AI Features may depend on the User's subscription Plan.

7.2. Data Usage for AI Model Operation and Training

To provide AI Features, CallNest Cloud will process Customer Data, particularly call recordings and their corresponding transcripts. CallNest Cloud is committed to transparency regarding the use of Customer Data in connection with its AI models:

• Operation: Customer Data is processed by Our AI models to generate the specific outputs and insights for that Customer (e.g., transcribing a specific call for that Customer).
• Training and Improvement:
  • CallNest Cloud does not use Your identifiable Customer Data to train or improve its general, global AI models that are shared across or benefit other customers, unless You provide explicit, opt-in consent for such use.[8, 14]
  • CallNest Cloud may use Customer Data in an aggregated and anonymized form (whereby it can no longer identify You or any individual) to improve the overall performance, accuracy, and capabilities of its AI models and Services.
  • If CallNest Cloud utilizes third-party AI providers for certain AI Features, We require that such providers do not use Your Customer Data to train their general AI models, consistent with leading industry practices for sub-processing.[8]

Further details on data usage for AI Features are available in the CallNest Cloud Privacy Policy.

7.3. Disclaimer on Accuracy of AI-Generated Content

All content, information, analyses, summaries, transcriptions, and other outputs generated by the AI Features ("AI Output") are provided on an "AS IS" AND "AS AVAILABLE" BASIS.[7, 8] CallNest Cloud makes no representations or warranties of any kind, express or implied, regarding the accuracy, completeness, reliability, timeliness, suitability, or fitness for a particular purpose of any AI Output. AI technologies are inherently probabilistic and may produce unintended, inaccurate, or incomplete results. Users acknowledge and agree that they are solely responsible for reviewing, validating, and verifying all AI Output before relying on it for any decisions, actions, or business processes.[7, 8] YOU UNDERSTAND AND AGREE THAT ANY SUCH INFORMATION OBTAINED THROUGH USING AI FEATURES IS AT YOUR SOLE RISK. DO NOT RELY ON FACTUAL ASSERTIONS IN AI OUTPUT WITHOUT INDEPENDENT FACT-CHECKING.[7, 8] Customers are responsible for reviewing the output prior to utilizing it. Any actions taken based on these outputs are at Your own risk.[7] CallNest Cloud expressly disclaims any and all liability for any errors, omissions, or inaccuracies in AI Output, and for any loss or damage of any kind incurred as a result of the use of or reliance on any AI Output.[8] The User assumes all risks associated with the use of AI Features and AI Output.[7]

7.4. Intellectual Property of AI-Derived Insights

The ownership of data and intellectual property related to AI Features is clarified as follows:

• Customer Data: As stated in Section 5.4, You retain ownership of Your Customer Data that is provided as input to the AI Features (e.g., Your call recordings).
• AI Output: The specific AI Output generated for You from Your Customer Data (e.g., the transcript of Your call, the sentiment score for Your call) is considered Your Customer Property or is licensed to You for Your use in connection with the Services, subject to these Terms.[8]
• CallNest Cloud AI Technology: CallNest Cloud and its licensors retain all right, title, and interest, including all Intellectual Property Rights, in and to the underlying AI models, algorithms, software, tools, and technologies used to provide the AI Features and generate AI Output.[8]
• Non-Exclusivity of Output: You acknowledge that due to the nature of machine learning, AI Features may generate the same, similar, or substantially identical AI Output for CallNest Cloud or other users if their inputs or queries are similar to Yours. You will not have any claim against CallNest Cloud or other users with respect to such similar outputs.[8, 14]

7.5. Prohibited Use of AI Features

Users shall not, and shall not permit any End User or third party to, use the AI Features or any AI Output:

(a) To develop, train, or improve any artificial intelligence or machine learning models that are competitive with CallNest Cloud or its AI Features [8];
(b) To mislead any person into believing that AI Output was solely human-generated or to obscure its AI-generated nature where transparency is appropriate or required [8];
(c) In any manner that violates any Applicable Law, infringes upon the rights of any third party, or violates these Terms or the CallNest Cloud Acceptable Use Policy [8];
(d) To generate content that is unlawful, harmful, defamatory, obscene, or otherwise objectionable;
(e) In any high-risk applications where the failure or inaccuracy of AI Output could lead to death, personal injury, or severe physical or environmental damage.

If CallNest Cloud utilizes third-party AI engines (e.g., from providers like OpenAI, Google AI, etc.) to power some or all of its AI Features, Your use of such features will also be subject to any applicable terms and policies of those third-party providers, which may be flowed down through these Terms or referenced in the Documentation or Privacy Policy.[8] CallNest Cloud will ensure that its agreements with such third-party AI providers include appropriate safeguards for Customer Data.

8. Third-Party Services and Integrations

8.1. Acknowledgement of Reliance on Third-Party Providers

The CallNest Cloud Services are designed to operate in conjunction with, and may rely on or integrate with, various services, platforms, and technologies provided by third parties ("Third-Party Services"). These include, but are not limited to, telecommunications carriers (telcos), Communications Platform as a Service (CPaaS) providers such as Twilio Inc. for core voice and messaging functionalities, cloud hosting providers, analytics services, and potentially other specialized third-party vendors.[2, 6, 13, 14] The availability and performance of certain CallNest Cloud features may be dependent on these Third-Party Services.

8.2. Twilio Integration Specifics

Twilio Services are a critical component for delivering essential voice and messaging capabilities within CallNest Cloud.[10]

• CallNest Cloud Managed Twilio Relationship: In the standard CallNest Cloud offering, CallNest Cloud manages the underlying relationship with Twilio. In this model, Twilio acts as a Sub-processor to CallNest Cloud, and Customer Data transiting through Twilio is handled in accordance with the data processing agreements between CallNest Cloud and Twilio, and between CallNest Cloud and the User (as per Section 6).
• User-Provided Twilio Account (if applicable): If CallNest Cloud offers an option for Users to integrate their own existing Twilio account with the Services [10], the User is solely responsible for:
  • Maintaining their direct contractual relationship with Twilio, including compliance with all Twilio terms of service, acceptable use policies, and payment obligations.
  • All costs and fees associated with their Twilio account usage.
  • Providing CallNest Cloud with the necessary and valid API credentials (e.g., Account SID, Auth Token) to enable the integration and securely storing these credentials.
  • Ensuring that their use of their Twilio account in conjunction with CallNest Cloud complies with all Applicable Laws.
  CallNest Cloud's access to and processing of data from a User-provided Twilio account will be governed by these Terms and the CallNest Cloud Privacy Policy.

CallNest Cloud's terms with Twilio include obligations and restrictions regarding the use of telecommunication services (e.g., acceptable use for messaging, compliance with telecom regulations). These underlying rules are, where applicable, reflected in CallNest Cloud's Acceptable Use Policy (Section 9) and Users are required to adhere to them to ensure CallNest Cloud's own compliance with its upstream provider terms.

8.3. Disclaimer of Liability for Third-Party Services and Actions

CallNest Cloud provides access to or integrations with Third-Party Services as a convenience and does not endorse, warrant, or make any representations regarding such Third-Party Services. CallNest Cloud is not responsible for, and expressly disclaims all liability with respect to:

• The performance, availability, reliability, security, accuracy, or any other aspect of any Third-Party Services.[6, 13] CallNest Cloud is not liable for any issues or outages with the services provided by any third-party service providers.[13]
• Any acts, omissions, errors, or defaults of any third-party providers.[6, 13] CallNest Cloud is not liable for the acts or omissions of any third-party that furnish a portion of the Services or participate in the Services including, but not limited to, communications carriers or internet service providers.[13]
• The content, privacy practices, or data security processes of any Third-Party Services.

Any access to or use of Third-Party Services by the User is solely at the User's own risk and is subject to the terms and conditions, privacy policies, and other agreements between the User and the provider of such Third-Party Services.[1, 6] CallNest Cloud shall not be liable for any damage, loss, or harm caused or alleged to be caused by or in connection with the User's enablement, access, or use of any Third-Party Services, or the User's reliance on the functionality, privacy practices, data security, or other policies of such third parties.[6] CallNest Cloud takes no responsibility and in no event shall CallNest Cloud be liable for any disruption, interruption or delay in providing the Services caused by any failure in any item, factor, hardware, service, or system over which CallNest Cloud has no control.[14]

While CallNest Cloud disclaims liability for third-party outages, We will use commercially reasonable efforts to communicate known material disruptions in critical Third-Party Services that directly impact the core functionality of CallNest Cloud Services to affected Users, where feasible and appropriate.[13]

8.4. User Responsibility for Third-Party Integrations

If Users choose to integrate CallNest Cloud with other Third-Party Services not directly managed by CallNest Cloud (e.g., Customer Relationship Management (CRM) systems, external analytics tools, or other business applications via APIs provided by CallNest Cloud or the third party), Users are solely responsible for such integrations. This responsibility includes:

• Ensuring they have the necessary rights, permissions, and licenses to establish the integration and to transfer data between CallNest Cloud and the Third-Party Service.
• Complying with all terms of service, API usage policies, and other requirements of the provider of the Third-Party Service.
• Any costs associated with the integration or the use of the Third-Party Service.
• The security and management of any credentials used to facilitate such integrations.

CallNest Cloud is not responsible for any issues, errors, or data loss arising from User-initiated integrations with Third-Party Services.[14]

If CallNest Cloud uses third parties for analytics on its *own* service usage (i.e., how Users interact with the CallNest Cloud platform itself, not the content of Customer communications), this is governed by the CallNest Cloud Privacy Policy. If third parties are engaged to process *Customer Data* for specialized features beyond CallNest Cloud's core offerings, these third parties will be treated as Sub-processors and subject to the requirements outlined in Section 6.5.

9. User Obligations and Acceptable Use

9.1. Compliance with Applicable Laws

Users shall, at all times, access and use the Services in strict compliance with all Applicable Laws. This includes, but is not limited to, laws and regulations concerning data privacy and security (such as GDPR, CCPA/CPRA, HIPAA if applicable to User's data), call recording (e.g., obtaining all necessary consents from all parties to a conversation in one-party or two-party consent jurisdictions), telemarketing (e.g., Telephone Consumer Protection Act (TCPA), Telemarketing Sales Rule (TSR)), unsolicited commercial communications (e.g., CAN-SPAM Act), anti-robocalling measures, intellectual property, and export control.[3, 4, 5, 17] The User is solely responsible for determining the applicability of, and ensuring compliance with, all legal and regulatory obligations in their specific jurisdiction(s) of operation and the jurisdiction(s) of individuals with whom they communicate using the Services. CallNest Cloud provides tools that may be used in various ways, and it is the User's responsibility to ensure their particular use of these tools is lawful. CallNest Cloud cannot provide legal advice, and any information or features provided by CallNest Cloud (e.g., a call recording notification option) are not substitutes for User's own legal due diligence. Laws related to communications and data privacy are complex and subject to change; Users must ensure their practices remain compliant.

9.2. Prohibited Uses of the Service

Users shall not, and shall not permit any End User or third party to, use the Services for any of the following prohibited purposes or activities:

(a) Engaging in any activity that is illegal, fraudulent, deceptive, misleading, or harmful.[17]
(b) Transmitting, storing, or distributing any material that is unlawful, harassing, defamatory, libelous, abusive, threatening, obscene, pornographic, discriminatory, hateful, or otherwise objectionable or tortious.[17]
(c) Infringing upon or misappropriating the Intellectual Property Rights, privacy rights, publicity rights, or other proprietary rights of CallNest Cloud or any third party.[17]
(d) Sending, initiating, or facilitating unsolicited commercial communications (spam), bulk unsolicited messages, or engaging in prohibited telemarketing or robocalling practices, including but not limited to using auto-dialers in a manner not supported or permitted by the Service or Applicable Law, or making calls to numbers on "Do Not Call" lists without proper consent or exemption.[7, 17] Auto-dialing, trunking, and traffic pumping are strictly prohibited.[7] The Services may not be used to engage in auto-dialing or “predictive dialing”; or to trunk or forward calls to other numbers that handle multiple simultaneous calls or to a private branch exchange (PBX) or key system, unless specifically permitted by Your Plan.[7]
(e) Attempting to gain unauthorized access to the Services, other Users' Accounts, or CallNest Cloud's systems, networks, or data.[17]
(f) Interfering with, disrupting, or degrading the integrity, performance, or security of the Services, or attempting to do so, including by transmitting viruses, worms, Trojan horses, or other malicious or harmful code.[5, 17]
(g) Exceeding reasonable use limitations if "unlimited" Plans are offered, which includes, but is not limited to, engaging in activities such as excessive call volumes, call minutes, or message transmissions that are disproportionate to typical business operations (e.g., exceeding 5000 minutes or 5000 messages per user per month if such limits are defined for the Plan), maintaining less than a specified percentage of inbound messaging traffic (e.g., less than 20% inbound messages if required by the Plan), traffic pumping, or using the service for continuous or extensive call forwarding to external systems not intended by the Plan.[7]
(h) Engaging in trunking or forwarding calls from the Service to other numbers that handle multiple simultaneous calls (e.g., a call center) or to a private branch exchange (PBX) or key system, if such activity is restricted under the User's specific Plan.[7]
(i) Impersonating any person or entity, or falsely stating or otherwise misrepresenting Your affiliation with a person or entity.[17]
(j) Using the Services for any high-risk activities where failure or malfunction could lead to death, personal injury, or severe environmental damage.
(k) Violating any published CallNest Cloud policies, including any specific Acceptable Use Policy (AUP) that may be provided separately.

This list of prohibited uses is not exhaustive. CallNest Cloud reserves the right to determine, in its sole discretion, whether a User's conduct violates these provisions.

9.3. Responsibility for Content Transmitted

Users are solely responsible and liable for all Customer Data and User Content, including the content of all voice communications, SMS/MMS messages, voicemails, and other information or materials transmitted, recorded, stored, or processed through their use of the Services.[16] CallNest Cloud does not control and has no obligation to monitor Customer Data or User Content. However, CallNest Cloud reserves the right (but not the obligation) to review, screen, block, or remove any Customer Data or User Content that, in its sole discretion, violates these Terms, any Applicable Law, or is otherwise objectionable, without prior notice.[3]

9.4. Call Recording and Consent

If Users enable or use any call recording features provided by the Services, they represent, warrant, and covenant that they will:

(a) Comply strictly with all Applicable Laws in all relevant jurisdictions regarding the recording of telephone conversations and electronic communications. This includes, without limitation, laws requiring consent from one or all parties to the communication before a recording can be made.[7, 13]
(b) Obtain all necessary consents from all participants in a recorded call (including their own employees, agents, and the external parties they communicate with) prior to initiating any recording. The User is solely responsible for determining the form and adequacy of such consent.
(c) Ensure that appropriate and conspicuous notice is provided to all parties that their conversation is being recorded. This may involve playing a pre-recorded voice message advising callers that the call is being recorded, providing audible beeps, or making other arrangements to ensure adequate notification as required by law.[7]
(d) Inform their employees, agents, and any other End Users that their calls made or received through the Services may be recorded.

CallNest Cloud provides the technological capability to record calls but does not provide legal advice on call recording compliance. CallNest Cloud shall have no liability whatsoever for any User's failure to comply with call recording laws or their failure to obtain necessary consents or provide required notifications.[7] CallNest Cloud shall have no liability whatsoever in respect of any use made by You, Your employee, contractor, officer, agent, authorized representative, or other third party, of the recordings and its contents, and/or of any personal information contained therein.[7] Users agree to indemnify CallNest Cloud for any claims arising from their non-compliance with call recording obligations (as per Section 13).

9.5. SMS/MMS Compliance

If Users utilize SMS (Short Message Service) or MMS (Multimedia Messaging Service) features through the Services, they must comply with all applicable laws, regulations, and industry best practices. This includes, but is not limited to:

(a) Complying with A2P (Application-to-Person) messaging regulations, which may require business registration, campaign registration (e.g., for 10DLC in the United States), and adherence to carrier-specific messaging policies.[7] CallNest Cloud may require Users to complete such registration processes to use A2P messaging features.
(b) Obtaining explicit, prior, and verifiable opt-in consent from each message recipient before sending any commercial or promotional SMS/MMS messages. The nature of consent required may vary based on message type and jurisdiction.[7, 11]
(c) Clearly identifying the sender of the message and providing a simple and effective mechanism for recipients to opt-out of future messages (e.g., by replying with keywords like "STOP," "CANCEL," or "UNSUBSCRIBE"). All opt-out requests must be honored promptly.[7]
(d) Not sending unsolicited messages, spam, phishing messages, messages containing malicious content, or messages that violate any Applicable Law or these Terms.
(e) Adhering to any message throughput limits, content restrictions, or other guidelines provided by CallNest Cloud or underlying telecommunications carriers.

Failure to comply with SMS/MMS regulations can result in significant financial penalties, carrier filtering or blocking of messages, and suspension or termination of messaging capabilities or the entire Account.

9.6. Emergency Services (911 Calling)

THE CALLNEST CLOUD SERVICES ARE NOT INTENDED TO SUPPORT OR CARRY EMERGENCY CALLS, INCLUDING BUT NOT LIMITED TO 911, E911, OR ANY OTHER EMERGENCY SERVICES. USERS MUST ENSURE THEY AND THEIR END USERS HAVE ALTERNATIVE MEANS OF MAKING EMERGENCY CALLS, SUCH AS A TRADITIONAL LANDLINE TELEPHONE OR A MOBILE PHONE OPERATING ON A CELLULAR NETWORK.[2, 13] CallNest Cloud's Services, including any VoIP or softphone functionalities that may be offered, may not provide the same reliability or features as traditional emergency calling services. For example, emergency calls made via VoIP services may not automatically transmit the User's location to emergency dispatchers, may be affected by power outages or internet service disruptions, and may not connect to the appropriate emergency call center. Users acknowledge and agree that CallNest Cloud is not liable for any inability to make emergency calls or for any outcomes related to attempts to use the Services for such purposes.[16] It is the User's sole responsibility to inform all End Users of these limitations.

CallNest Cloud reserves the right to investigate any suspected violations of this Section 9. If CallNest Cloud determines, in its sole discretion, that a User has violated these obligations or the Acceptable Use Policy, CallNest Cloud may take appropriate action, including but not limited to: issuing warnings; suspending or restricting access to certain features or the entire Service; terminating the User's Account; removing or requiring the removal of offending content; and, if warranted by the severity or nature of the violation, reporting the activity to law enforcement authorities.[2, 17]

10. Fees, Payments, and Subscriptions

10.1. Subscription Fees and Payment Terms

User agrees to pay CallNest Cloud all applicable fees ("Fees") for the Services selected by the User, in accordance with the pricing, features, and usage limits specified on the CallNest Cloud website's pricing page at the time of subscription or renewal, or as detailed in a mutually executed Service Order or other written agreement between User and CallNest Cloud.[2, 3] Subscription Fees for specific Plans are typically billed in advance on a recurring periodic basis (e.g., monthly, annually), as selected by the User during the subscription process.[6] Usage-based Fees, such as charges for call minutes exceeding Plan allowances, per-message fees for SMS/MMS overages, fees for additional phone numbers, or data storage overages, will be calculated based on actual usage and billed in arrears or as otherwise specified in the Plan details.[2, 6, 12] It is crucial for Users to understand that usage of certain features may incur costs beyond the base subscription Fee; these rates will be available on Our pricing page or in the Service Order. All Fees are quoted and payable in United States Dollars (USD), unless otherwise specified. Except as expressly stated in these Terms, as required by Applicable Law, or as specifically agreed in a Service Order, all Fees are non-refundable and non-cancelable.

10.2. Billing Cycles and Automatic Renewal

Unless otherwise agreed in a Service Order, subscriptions to the Services are for a defined initial term (e.g., one month or one year). Upon expiration of the initial term, subscriptions will automatically renew for successive periods of the same duration as the initial term, at CallNest Cloud's then-current standard rates for the selected Plan, unless either party provides written notice of its intent not to renew to the other party at least [e.g., thirty (30)] days prior to the end of the then-current subscription term.[2, 13] By subscribing to the Services, User authorizes CallNest Cloud to automatically charge the payment method provided by the User on file for all applicable renewal Fees at the beginning of each renewal term, without requiring further authorization from the User for each charge.

10.3. Payment Methods

User must provide CallNest Cloud with valid, current, and complete payment information, such as a credit card number, ACH direct debit authorization, or other payment method acceptable to CallNest Cloud.[6] User authorizes CallNest Cloud to charge such payment method for all Fees incurred under their Account. If the User's payment method is a credit card, User represents and warrants that they are authorized to use the credit card and that all charges may be billed to that card and will not be rejected. User is responsible for keeping their payment information up to date. Some services may utilize an auto-recharge system where a User's account balance is automatically replenished by charging the payment method on file when the balance falls below a predetermined threshold; if such a system is used for any part of the Services, it will be clearly explained, and User's authorization will be obtained.[1]

10.4. Taxes

All Fees are exclusive of any and all applicable taxes, levies, duties, or similar governmental assessments of any nature, including but not limited to value-added, sales, use, or withholding taxes, assessable by any jurisdiction whatsoever (collectively, "Taxes").[2] User is responsible for paying all Taxes associated with their purchases and use of the Services, excluding only taxes based on CallNest Cloud's net income. If CallNest Cloud has the legal obligation to pay or collect Taxes for which User is responsible under this section, CallNest Cloud will invoice User for such Taxes, and User agrees to pay such Taxes, unless User provides CallNest Cloud with a timely and valid tax exemption certificate authorized by the appropriate taxing authority.

10.5. Late Payments and Non-Payment Consequences

If any Fees owed by User are not received by CallNest Cloud by the due date, then without limiting CallNest Cloud's other rights or remedies: (a) such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid [13]; and/or (b) CallNest Cloud may condition future subscription renewals and Service Orders on payment terms shorter than those specified in Section 10.2. Furthermore, if User's account is overdue for [e.g., ten (10)] days or more, CallNest Cloud may, without limiting its other rights and remedies, suspend User's access to the Services, or specific features thereof (such as the ability to make outbound calls or send messages), until such amounts are paid in full.[2, 12] CallNest Cloud will endeavor to provide User with at least [e.g., five (5)] days' prior notice that their account is overdue before suspending services. User will continue to be charged for subscription Fees during any period of suspension due to non-payment. CallNest Cloud also reserves the right to recover any costs associated with collecting delinquent payments, including reasonable attorneys' fees.

10.6. Billing Disputes

If User believes that any invoice or charge is incorrect, User must contact CallNest Cloud in writing within [e.g., sixty (60)] days of the date of the invoice or charge containing the amount in dispute to be eligible to receive an adjustment or credit.[13] User must provide sufficient detail regarding the nature of the dispute. Failure to dispute a charge within this timeframe will constitute User's agreement that all charges are accurate and User waives any claim relating to such disputed charge. During a dispute, User must pay all undisputed portions of any invoice.[13]

10.7. Price Changes

CallNest Cloud reserves the right to change the Fees or applicable charges and to institute new charges for the Services at any time. Any changes to existing subscription Fees will become effective only upon renewal of User's subscription term. CallNest Cloud will provide User with reasonable prior notice of any such Fee changes, typically at least [e.g., thirty (30) or sixty (60)] days before the changes take effect. Continued use of the Services after the Fee change becomes effective upon renewal constitutes User's agreement to pay the modified Fee amount.

10.8. Refund Policy

Except as otherwise expressly provided in these Terms, or as required by Applicable Law, all Fees paid to CallNest Cloud are non-refundable. CallNest Cloud does not provide refunds or credits for any partial subscription periods, unused services, or if a User terminates their subscription before the end of the current term. Any exceptions to this policy will be at CallNest Cloud's sole discretion.

11. Term and Termination

11.1. Term of the Agreement

This Agreement commences on the date You first accept these Terms (e.g., by creating an Account, clicking "I agree," or by accessing or using any part of the Services) and shall continue in effect for the duration of the initial subscription period selected by You or specified in a Service Order (the "Initial Term").[6, 13] Thereafter, as detailed in Section 10.2, this Agreement and Your subscription will automatically renew for successive periods equal in duration to the Initial Term (each a "Renewal Term"), unless either party gives the other proper notice of non-renewal prior to the end of the then-current term. The Initial Term and all Renewal Terms are collectively referred to as the "Term."

11.2. Termination by User

You may terminate Your subscription to the Services and this Agreement by providing CallNest Cloud with written notice of non-renewal as specified in Section 10.2, or by following any account cancellation procedures made available within the Services (e.g., through Your Account settings or by contacting CallNest Cloud support).[1] Such termination will typically be effective at the end of Your then-current billing cycle or subscription term. You will remain responsible for all Fees incurred up to the effective date of termination, and no refunds or credits will be issued for any prepaid Fees for periods remaining in the subscription term after the effective date of termination, unless otherwise expressly agreed by CallNest Cloud or required by Applicable Law.

11.3. Termination or Suspension by CallNest Cloud

CallNest Cloud may suspend Your access to the Services, in whole or in part, or terminate Your Account and this Agreement, with or without prior notice (though CallNest Cloud will endeavor to provide notice where feasible and appropriate), under the following circumstances:

(a) If You materially breach any provision of these Terms, including but not limited to Your payment obligations (Section 10) or the Acceptable Use provisions (Section 9), and fail to cure such breach within [e.g., thirty (30)] days of written notice from CallNest Cloud (or a shorter period, such as [e.g., five (5)] days, for non-payment).[2, 6]
(b) If You repeatedly violate the Acceptable Use Policy or engage in conduct that CallNest Cloud, in its sole discretion, deems harmful to its Services, reputation, or other users.[2]
(c) If You engage in any illegal, fraudulent, or abusive activities in connection with Your use of the Services.[17]
(d) If CallNest Cloud is required to do so by Applicable Law, or by order of a court, governmental agency, or regulatory body.
(e) If You become insolvent, make an assignment for the benefit of creditors, file for bankruptcy, or are subject to any similar insolvency or receivership proceedings.[6]
(f) If CallNest Cloud decides, in its sole discretion, to discontinue the provision of the Services, or a material part thereof (in which case, CallNest Cloud will endeavor to provide reasonable advance notice and potentially a pro-rata refund for prepaid, unused Fees, if applicable).
(g) If Your use of the Services poses a security risk to CallNest Cloud or any third party, or may adversely impact the Services or the systems or content of any other CallNest Cloud user.[2]
(h) If information provided in Your Account registration is found to be false, inaccurate, or incomplete.[2]

CallNest Cloud may, at its discretion, opt for temporary suspension of Your Account or specific Service functionalities as an alternative to immediate termination, particularly for curable breaches.[2] During a suspension, Your access to some or all Services may be restricted, but Your obligations under these Terms, including payment of Fees, may continue.

11.4. Effect of Termination

Upon the termination or expiration of this Agreement for any reason:

(a) Your right to access and use the Services, and all licenses granted to You hereunder, shall immediately cease.
(b) All outstanding Fees owed by You to CallNest Cloud up to the effective date of termination shall become immediately due and payable.
(c) Handling of Customer Data: Customer Data will be handled in accordance with CallNest Cloud's data retention and deletion policies as described in Section 6.7 and the CallNest Cloud Privacy Policy. You may have a limited period of time (e.g., [e.g., thirty (30)] days) following termination, if commercially feasible and requested by You in writing, to export Your Customer Data from the Services, after which CallNest Cloud may permanently delete all Customer Data from its systems without further liability, subject to any legal or regulatory retention obligations. The availability and method of data export will be at CallNest Cloud's discretion and may be subject to additional fees. It is important to note that if Your Account is terminated, You may not be able to obtain the same phone numbers previously assigned to You should You choose to reactivate Your Service at a later date, as phone numbers may be released and reassigned.[2, 13]
(d) Survival: The following provisions of these Terms shall survive any termination or expiration of this Agreement: Section 2 (Definitions), Section 5.3 (CallNest Cloud's Ownership), Section 5.4 (Customer's Ownership of Customer Data, to the extent of post-termination data handling), Section 5.5 (Feedback License), Section 6 (Customer Data and Privacy, with respect to ongoing data handling obligations), Section 7.3 (Disclaimer on Accuracy of AI-Generated Content), Section 7.4 (Intellectual Property of AI-Derived Insights, regarding CallNest Cloud IP), Section 8.3 (Disclaimer of Liability for Third-Party Services), Section 10 (Fees, Payments, and Subscriptions, with respect to amounts accrued prior to termination), Section 11.4 (Effect of Termination), Section 12 (Disclaimers and Limitation of Liability), Section 13 (Indemnification), Section 14 (Confidentiality), Section 15 (Governing Law and Dispute Resolution), and Section 16 (General Provisions).

12. Disclaimers and Limitation of Liability

12.1. Disclaimer of Warranties

THE SERVICES, SOFTWARE, DOCUMENTATION, AND ALL RELATED CONTENT AND MATERIALS ARE PROVIDED BY CALLNEST CLOUD ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.[1, 3, 4, 8, 9, 13, 16] TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CALLNEST CLOUD EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. CALLNEST CLOUD DOES NOT WARRANT THAT: (A) THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS IN THE SERVICES WILL BE CORRECTED; (C) THE SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS OR EXPECTATIONS; (D) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES (INCLUDING ANY AI OUTPUT) WILL BE ACCURATE, COMPLETE, OR RELIABLE; OR (E) THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT, DATA, OR INFORMATION DOWNLOADED, ACCESSED, OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES. SPECIFIC DISCLAIMERS REGARDING THE ACCURACY AND RELIABILITY OF AI-GENERATED CONTENT ARE PROVIDED IN SECTION 7.3. CALLNEST CLOUD FURTHER DISCLAIMS ANY WARRANTIES RELATED TO THIRD-PARTY EQUIPMENT, MATERIAL, SERVICES, OR SOFTWARE, OR THE QUALITY, DELIVERY, OR PERFORMANCE OF TELECOMMUNICATIONS OR INTERNET SERVICES PROVIDED BY THIRD PARTIES THAT MAY AFFECT THE CALLNEST CLOUD SERVICES.[2] USERS ACKNOWLEDGE THAT THE SERVICES ARE DEPENDENT ON SUCH THIRD-PARTY NETWORKS AND FACTORS BEYOND CALLNEST CLOUD'S DIRECT CONTROL.

12.2. Limitation of CallNest Cloud's Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CALLNEST CLOUD, ITS AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, OR LICENSORS (COLLECTIVELY, THE "CALLNEST CLOUD PARTIES") BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, OPPORTUNITY, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OF, OR INABILITY TO USE, THE SERVICES, EVEN IF THE CALLNEST CLOUD PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.[1, 3, 4, 13] TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF THE CALLNEST CLOUD PARTIES TO YOU FOR ALL CLAIMS, DAMAGES, LOSSES, CAUSES OF ACTION, OR LIABILITIES OF ANY KIND ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO CALLNEST CLOUD FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM DURING THE ONE (1) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE FIRST EVENT GIVING RISE TO THE LIABILITY OCCURRED.[4, 13] THESE LIMITATIONS OF LIABILITY SHALL APPLY REGARDLESS OF WHETHER AN ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES (SUCH AS INCIDENTAL OR CONSEQUENTIAL DAMAGES). ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS AND LIMITATIONS MAY NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY APPLICABLE LAW.[3] HOWEVER, IN SUCH JURISDICTIONS, THE LIABILITY OF THE CALLNEST CLOUD PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. THE PROVISIONS OF THIS SECTION 12 ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT AND IN SETTING THE FEES FOR THE SERVICES. USERS ACKNOWLEDGE THAT THE SERVICES, WITH THEIR INHERENT LIMITATIONS (INCLUDING THOSE RELATED TO AI FEATURES AND THIRD-PARTY DEPENDENCIES), ARE PROVIDED BASED ON THIS ALLOCATION OF RISK, AND IT IS THE USER'S RESPONSIBILITY TO ASSESS THE SUITABILITY OF THE SERVICES FOR THEIR PARTICULAR BUSINESS NEEDS AND RISK TOLERANCE.

Nothing in these Terms shall limit or exclude liability for fraud, willful misconduct by CallNest Cloud, or for death or personal injury caused by CallNest Cloud's gross negligence, to the extent that such limitation or exclusion is prohibited by Applicable Law.

13. Indemnification

13.1. User's Indemnification of CallNest Cloud

You agree to indemnify, defend, and hold harmless CallNest Cloud, its affiliates, and their respective officers, directors, employees, agents, contractors, licensors, and suppliers (collectively, the "Indemnified Parties") from and against any and all claims, demands, actions, suits, proceedings, liabilities, damages, losses, costs, and expenses (including, without limitation, reasonable attorneys' fees and legal costs) (collectively, "Claims") arising out of or relating to:

(a) Your access to or use of the Services, or access or use by any End User or any other person using Your Account credentials [1, 2, 3, 4, 6, 13];
(b) Your breach or violation of any provision of these Terms, including but not limited to the Acceptable Use provisions (Section 9) or the CallNest Cloud Privacy Policy;
(c) Your violation of any Applicable Law, rule, or regulation;
(d) Your Customer Data, including but not limited to any Claim that Your Customer Data, or the use thereof in connection with the Services, infringes, misappropriates, or violates the Intellectual Property Rights, privacy rights, publicity rights, or other rights of any third party, or causes harm to any third party;
(e) Your failure to obtain any necessary consents, authorizations, or permissions required by Applicable Law in connection with Your use of the Services, including but not limited to consents for call recording or for sending electronic communications;
(f) Any dispute or issue between You and any of Your own customers, clients, End Users, or any other third party arising from Your use of the Services;
(g) Any gross negligence or willful misconduct by You or Your End Users.

CallNest Cloud reserves the right, at Your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify the Indemnified Parties, and You agree to cooperate fully with CallNest Cloud's defense of such Claims. You may not settle any Claim for which indemnification is sought without CallNest Cloud's prior written consent, which shall not be unreasonably withheld. This indemnification obligation is a critical component of the risk allocation between You and CallNest Cloud, particularly concerning the content and legality of data processed through the Services at Your direction. If a Claim arises, CallNest Cloud will endeavor to provide You with prompt written notice of such Claim, provided that failure to provide prompt notice will not relieve You of Your indemnification obligations except to the extent You are materially prejudiced by such failure.

CallNest Cloud may, at its option and as a component of its service offering particularly for enterprise clients, offer a reciprocal indemnification for claims alleging that the CallNest Cloud Services *themselves* (excluding any Customer Data or third-party components not embedded by CallNest Cloud) directly infringe a third party's valid U.S. patent, copyright, or trademark. Any such indemnification from CallNest Cloud to the User would be explicitly set forth in a separate written agreement, such as a Master Service Agreement, and would be subject to specific conditions and limitations detailed therein.[6]

14. Confidentiality

14.1. Definition of Confidential Information

"Confidential Information" means all non-public information disclosed by one party ("Discloser") to the other party ("Recipient"), whether orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.[2, 3, 6, 13]

(a) CallNest Cloud's Confidential Information includes, but is not limited to, the Services, Software (including its source code and object code), non-public APIs, technical documentation, product roadmaps and future development plans, pricing information not publicly available, security measures and reports, business strategies, and the terms and conditions of any non-standard agreement with You.
(b) Your Confidential Information includes, but is not limited to, Your Customer Data, particularly the content of call recordings, voicemails, and transcripts, as well as any non-public business information You provide to CallNest Cloud in the course of receiving support or other services, provided it is identified as confidential.[13]
(c) Confidential Information of either party also includes information that is marked "Confidential," "Proprietary," or with a similar legend at the time of disclosure.

14.2. Obligations of Receiving Party

The Recipient shall:

(a) Use the Discloser's Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement, or, in the case of CallNest Cloud, for providing and improving the Services as permitted herein.[2]
(b) Not disclose the Discloser's Confidential Information to any third party without the Discloser's prior written consent, except that the Recipient may disclose Confidential Information to its affiliates, and its and their respective employees, officers, directors, contractors, agents, legal counsel, and financial advisors (collectively, "Representatives") who have a legitimate "need to know" such information for purposes consistent with this Agreement and who are bound by confidentiality obligations at least as restrictive as those set forth herein.[2] The Recipient shall be responsible for any breach of these confidentiality obligations by its Representatives. CallNest Cloud may also disclose Your Confidential Information (specifically Customer Data) to its Sub-processors as necessary to provide the Services, provided such Sub-processors are bound by appropriate confidentiality and data protection obligations.
(c) Protect the Discloser's Confidential Information from unauthorized use, access, or disclosure using at least the same degree of care that the Recipient uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care.

14.3. Exclusions from Confidentiality

The obligations under Section 14.2 shall not apply to any information that the Recipient can demonstrate:

(a) Was publicly known and made generally available in the public domain prior to the time of disclosure by the Discloser;
(b) Becomes publicly known and made generally available after disclosure by the Discloser to the Recipient through no action or inaction of the Recipient in breach of this Agreement;
(c) Was already in the possession of the Recipient, without confidentiality restrictions, at the time of disclosure by the Discloser, as shown by the Recipient's files and records immediately prior to the time of disclosure;
(d) Was obtained by the Recipient from a third party without a breach of such third party's obligations of confidentiality; or
(e) Was independently developed by the Recipient without use of or reference to the Discloser's Confidential Information, as shown by documents and other competent evidence in the Recipient's possession.

14.4. Compelled Disclosure

If the Recipient is required by Applicable Law, or by a valid order of a court or other governmental body, to disclose any of the Discloser's Confidential Information, the Recipient shall, to the extent legally permissible, provide the Discloser with prompt written notice of such requirement prior to disclosure so that the Discloser may seek a protective order or other appropriate remedy. If such protective order or other remedy is not obtained, the Recipient shall furnish only that portion of the Confidential Information that it is legally advised is required to be disclosed and shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to the Confidential Information so disclosed.

14.5. Return or Destruction of Confidential Information

Upon the Discloser's written request following the termination or expiration of this Agreement, the Recipient shall, at the Discloser's option, either promptly return to the Discloser or securely destroy all tangible materials containing the Discloser's Confidential Information in its possession or control, and certify such return or destruction in writing. However, the Recipient may retain copies of Confidential Information as required by Applicable Law or for its routine backup and archival purposes, provided that any such retained Confidential Information shall remain subject to the confidentiality obligations of this Agreement for as long as it is retained. Customer Data will be handled post-termination as described in Section 11.4.

14.6. Injunctive Relief

Each party acknowledges that any unauthorized disclosure or use of Confidential Information may cause irreparable harm to the Discloser for which monetary damages may be an inadequate remedy. Accordingly, each party agrees that the Discloser shall be entitled to seek injunctive or other equitable relief to prevent or remedy any actual or threatened breach of these confidentiality obligations, in addition to any other rights and remedies available at law or in equity.

14.7. Survival of Confidentiality Obligations

The obligations of confidentiality set forth in this Section 14 shall survive the termination or expiration of this Agreement for a period of [e.g., five (5)] years thereafter, provided that with respect to any Confidential Information that constitutes a trade secret under Applicable Law, the obligations shall continue for as long as such information remains a trade secret.

15. Governing Law and Dispute Resolution

15.1. Governing Law

This Agreement, and any disputes arising out of or related hereto, shall be governed by and construed in accordance with the laws of the State of California, United States of America, without regard to its conflict of laws principles or the United Nations Convention on Contracts for the International Sale of Goods.[1, 4, 6, 13]

15.3. Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

16. General Provisions

16.1. Entire Agreement

This Agreement, including the CallNest Cloud Privacy Policy, any Data Processing Addendum, any Acceptable Use Policy, and any Service Order(s) or other written agreements executed between You and CallNest Cloud that expressly incorporate these Terms by reference, constitutes the entire agreement and understanding between You and CallNest Cloud with respect to the subject matter hereof and supersedes all prior or contemporaneous proposals, understandings, agreements, negotiations, representations, and communications, whether oral or written, between the parties regarding such subject matter.[1, 3, 6] In the event of any conflict or inconsistency between the provisions of these Terms and the terms of any Service Order, the terms of the Service Order shall prevail with respect to the subject matter of that Service Order only.

16.2. Notices

All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the receiving party from time to time in accordance with this section). CallNest Cloud may provide Notices to You via email to the email address associated with Your Account, by posting on the CallNest Cloud website, or through in-app notifications within the Services.[1] Notices sent by email will be deemed effective when sent (unless CallNest Cloud receives a non-delivery notification). Notices posted on the website or within the Services will be deemed effective upon posting. You are responsible for keeping Your email address current. Notices from You to CallNest Cloud should be sent to info@callnest.cloud .

16.3. Electronic Communications and Signatures

By using the Services or communicating with CallNest Cloud electronically, You consent to receive communications from CallNest Cloud electronically.[1, 4] You agree that all agreements, notices, disclosures, and other communications that We provide to You electronically satisfy any legal requirement that such communications be in writing. You agree that Your electronic signature (e.g., by clicking "I Accept," "I Agree," or similar buttons or checkboxes) is the legal equivalent of Your manual signature on this Agreement and any other agreement or consent You provide electronically in connection with the Services.

16.4. Force Majeure

Neither party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments), when and to the extent such failure or delay is caused by or results from acts beyond the affected party's reasonable control, including, without limitation: (a) acts of God; (b) flood, fire, earthquake, explosion, pandemic, or epidemic; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; (i) failure of internet service providers or critical third-party communication infrastructure providers (such as telcos or CPaaS providers); and (j) other similar events beyond the reasonable control of the party impacted by the Force Majeure Event.[1, 2, 3, 6, 13] The impacted party shall give notice within a reasonable time to the other party, stating the period of time the occurrence is expected to continue, and shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized.

16.5. Severability

If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.[3]

16.6. Waiver

No waiver by either party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.[1, 2, 3]

16.7. Assignment

You may not assign or transfer any of Your rights or delegate any of Your obligations under this Agreement, in whole or in part, by operation of law or otherwise, without the prior written consent of CallNest Cloud. Any attempted assignment or transfer in violation of the foregoing will be null and void. CallNest Cloud may assign or transfer this Agreement, in whole or in part, without Your consent, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.[1, 2, 3]

16.8. Relationship of the Parties

The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.[2, 3]

16.9. No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

16.10. Headings

The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

16.11. Interpretation

Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular. The words "include," "includes," and "including" shall be deemed to be followed by "without limitation."

16.12. Publicity

Neither party shall issue any press release or make any other public statements regarding this Agreement or the relationship between the parties without the other party's prior written consent, except as may be required by law.[3] However, CallNest Cloud may identify You as a customer of CallNest Cloud on its website and in its marketing materials, using Your name and logo, unless You request otherwise in writing.

16.13. Contact Information

If You have any questions about these Terms of Use or the Services, please contact CallNest Cloud at:

Email: info@callnest.cloud