TEKMETRIC RECEPTIONIST ADD ON TERMS OF SERVICE
These Tekmetric Receptionist Add On Terms of Service (these “Terms”) are a legally binding agreement between Sparkplug Studios, LLC d/b/a Tekmetric (“Tekmetric,” “we,” “us,” or “our”) and the business entity that enables or uses the Tekmetric Receptionist Add On (“Shop,” “you,” or “your”). These Terms supplement and modify the Tekmetric Terms of Service Product & Website available at https://www.tekmetric.com/legal/site-product-terms (as amended from time to time, the “Platform Terms”) with respect to the Add On (defined below), and they expressly state that they supplement and modify the Platform Terms for purposes of the Platform Terms’ order of precedence provisions. Tekmetric accepts these Terms by making the Add On available to you.
BY CLICKING “I AGREE” (OR A SIMILAR BUTTON), OR BY ENABLING, ACCESSING, OR USING THE ADD ON, YOU AGREE TO THESE TERMS AND TO THE TEKMETRIC RECEPTIONIST ADD ON PRIVACY AND DATA PROCESSING TERMS (THE “PRIVACY TERMS”), WHICH ARE INCORPORATED INTO THESE TERMS BY REFERENCE. The individual accepting these Terms represents and warrants that he or she is at least 18 years old, is an account administrator for the Shop’s Tekmetric account, and has authority to bind the Shop and each of its locations that will use the Add On. If you do not agree, do not enable or use the Add On.
PLEASE READ THESE TERMS CAREFULLY. THEY MAKE YOU SOLELY RESPONSIBLE FOR COMPLYING WITH CALL RECORDING, ARTIFICIAL INTELLIGENCE DISCLOSURE, PRIVACY, AND TELECOMMUNICATIONS LAWS IN CONNECTION WITH CALLS HANDLED BY THE ADD ON (SECTION 4). THEY ALSO CONTAIN A DISCLAIMER OF WARRANTIES (SECTION 10), A LIMITATION OF TEKMETRIC’S LIABILITY TO ONE HUNDRED DOLLARS (SECTION 11), YOUR OBLIGATION TO INDEMNIFY TEKMETRIC AND ITS SERVICE PROVIDERS (SECTION 12), AND AN AGREEMENT TO RESOLVE DISPUTES BY BINDING INDIVIDUAL ARBITRATION WITH A CLASS ACTION WAIVER (SECTION 13).
1. DEFINITIONS
Capitalized terms used but not defined in these Terms have the meanings given in the Platform Terms. In these Terms:
1.1 “Add On” means the Tekmetric Receptionist Add On, an artificial intelligence-powered virtual receptionist that answers inbound telephone calls placed to the Shop, together with any related features, configurations, dashboards, call summaries, and documentation that Tekmetric makes available in connection with it.
1.2 “AI Agent” means the automated, artificial intelligence-driven voice agent through which the Add On interacts with Callers.
1.3 “Applicable Laws” means all laws, rules, regulations, ordinances, regulatory guidance, and orders that apply to you, your business, your Callers, or your use of the Add On, including Telecommunications and Recording Laws, AI Disclosure Laws, Data Protection Laws, and consumer protection laws.
1.4 “AI Disclosure Laws” means laws that require disclosure of, or otherwise regulate, the use of artificial intelligence, automated bots, synthetic voices, or automated decision-making in communications with individuals, including California Business and Professions Code Section 17940 et seq.
1.5 “Authorized Users” means your employees and individual contractors whom you authorize to access the Add On through your Tekmetric account.
1.6 “Call Data” means all audio, recordings, transcripts, summaries, extracted data fields, call logs, metadata, and other information generated, captured, or stored in connection with calls handled by the Add On, including all Output.
1.7 “Caller” means any individual who places a call that is answered, handled, routed, or recorded by the Add On.
1.8 “Data Protection Laws” has the meaning given in the Privacy Terms.
1.9 “Government Entity” means any federal, state, provincial, regional, municipal, or local government or governmental body, authority, or agency; any supranational, intergovernmental, or international organization; and any entity owned or controlled, in whole or in part, by any of the foregoing that performs public or governmental functions.
1.10 “Output” means any audio, speech, text, summary, appointment, routing decision, or other content or action generated by the AI Agent or the Add On.
1.11 “Prohibited Data” has the meaning given in Section 4.6.
1.12 “Service Providers” means the third parties that Tekmetric uses to provide the Add On, including Eleven Labs Inc. and its affiliates and subcontractors (the “Voice AI Provider”), the large language model providers used by the Voice AI Provider, and the telecommunications and telephony providers through which calls are routed, and each of their respective successors and assigns.
1.13 “Shop Content” means all information, instructions, prompts, scripts, greetings, business hours, pricing, policies, knowledge base materials, routing rules, and other content that you or anyone on your behalf provides to or configures in the Add On, and any customer, vehicle, appointment, or other data from your Tekmetric account that is made available to the Add On to personalize or handle calls.
1.14 “Telecommunications and Recording Laws” means all laws governing the initiation, placement, receipt, recording, monitoring, interception, transcription, or analysis of telephone calls or other voice or text communications, including the Telephone Consumer Protection Act, the Telemarketing and Consumer Fraud and Abuse Prevention Act, the Do-Not-Call Implementation Act, the Federal Trade Commission Act, the Telemarketing Sales Rule, the federal Electronic Communications Privacy Act and Wiretap Act, and all state wiretapping, eavesdropping, call recording, invasion of privacy, and telemarketing laws (including the California Invasion of Privacy Act), and, where applicable, their non-U.S. equivalents.
2. RELATIONSHIP TO THE PLATFORM TERMS
2.1 Platform Terms Apply. The Add On is part of the Subscription Services. Except as expressly supplemented or modified by these Terms, the Platform Terms govern your access to and use of the Add On. Fees for the Add On are charged and payable under the Platform Terms and any applicable order form or in-product pricing.
2.2 Order of Precedence. With respect to the Add On, these Terms control over any conflicting or inconsistent provision of the Platform Terms and of any order form or other agreement between you and Tekmetric, unless that document is signed by an authorized officer of Tekmetric and expressly identifies the provision of these Terms that it modifies. The Privacy Terms control over these Terms solely with respect to the processing of personal information contained in Call Data.
2.3 Additional Protections. Any right, protection, disclaimer, limitation of liability, release, or indemnity in favor of Tekmetric under the Platform Terms is in addition to, and not limited by, the rights and protections in these Terms.
3. THE ADD ON
3.1 Description. The Add On uses the AI Agent to answer inbound calls placed to your business, and may be used to book or request appointments, answer frequently asked questions, take messages, and route or escalate calls to you or your personnel. Features may vary over time and by plan.
3.2 Permitted Use; Inbound Calls Only. Subject to these Terms and your payment of applicable fees, Tekmetric grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right during the term of these Terms to permit your Authorized Users to use the Add On solely to answer and handle inbound calls placed to your business, solely for your own internal business operations, and solely in the United States. You may not use the Add On to place outbound calls or send text messages, or for telemarketing, sales campaigns, debt collection, surveys, or any purpose other than handling inbound calls. Any text messaging that you send through other features of the Platform is governed by the Platform Terms, including the “SMS/Text Messages and Customer Opt-In/Opt-Out Rules” section.
3.3 Service Providers; Telephony. The Add On is provided using Service Providers. Calls reach the Add On through your telephone service, which may include telephone services that Tekmetric makes available through a third-party provider. Your telephone service, telephone numbers, call forwarding, and carrier services are governed by the separate terms that apply to them and are not part of the Add On. Neither Tekmetric nor the Voice AI Provider is a telecommunications carrier, and neither is responsible for call completion, routing, call quality, latency, caller ID, number availability or portability, or the acts or omissions of any carrier or telephony provider.
3.4 Configuration and Shop Content. To the extent the Add On permits you to configure greetings, instructions, scripts, knowledge base materials, business hours, routing, escalation paths, or other settings, you are solely responsible for those configurations and for all Shop Content, including its accuracy, completeness, and legality. The AI Agent relies on Shop Content, and inaccurate or incomplete Shop Content will produce inaccurate Output. Tekmetric may provide default settings or templates as a convenience, but you are responsible for reviewing and approving them before use.
3.5 Capacity and Availability. The Add On is subject to concurrency, usage, and capacity limits that Tekmetric or its Service Providers may set or change at any time. Calls that exceed those limits, or that occur during outages, maintenance, or Service Provider or carrier failures, may be delayed, dropped, rejected, or not answered. The Add On does not guarantee that any call will be answered, completed, recorded, or routed. You are responsible for maintaining a backup method for receiving calls, such as voicemail or staff answering, and for monitoring call activity. Your plan’s call allowance is capped at 400 per month. If you exceed that allowance, Tekmetric may, at its discretion and without further authorization from you, either (a) temporarily suspend the Add On until the beginning of the next allowance period or until you purchase additional capacity; or (b) continue providing the Add On and charge you for calls in excess of the allowance at the overage rates disclosed to you in your applicable order form or in-product pricing before the excess usage occurs. You authorize Tekmetric to bill those overage charges under Section 2.1 (Platform Terms Apply). Tekmetric’s decision to process calls in excess of your allowance does not waive its right to enforce the allowance for subsequent calls.
3.6 Modification, Suspension, and Discontinuation. Tekmetric may modify, limit, replace, suspend, or discontinue the Add On or any feature of it, in whole or in part, at any time, with or without notice, including if any Service Provider changes, suspends, or stops providing its services to Tekmetric. Your sole and exclusive remedy for any modification, suspension, or discontinuation is to stop using the Add On.
3.7 Beta Features. Tekmetric may make available features designated as alpha, beta, pilot, preview, or similar (“Beta Features”). Beta Features are optional, are provided for evaluation only, are provided “AS IS,” may be discontinued at any time, and are excluded from any commitments Tekmetric may otherwise make.
4. YOUR RESPONSIBILITIES AND COMPLIANCE
4.1 Compliance with Law. You are solely responsible for ensuring that your use of the Add On, your Shop Content, and every call handled by the Add On complies with all Applicable Laws in every jurisdiction in which you or your Callers are located. Tekmetric does not provide legal advice and does not represent that the Add On, any default setting, or any disclosure or greeting complies with the laws of any jurisdiction.
4.2 AI and Recording Disclosures. You will ensure that every Caller is clearly and prominently informed, at the beginning of each call and before any substantive conversation, that (a) the Caller is interacting with an artificial intelligence system and not a human; and (b) the call is being recorded and transcribed, and that the recording and related information may be shared with Tekmetric and its technology service providers, including artificial intelligence service providers. Before directing any calls to the Add On, you will enable the call recording announcement option through your telephone service provider and configure it to inform every Caller that the call is being recorded before the Add On begins recording. You will keep that option enabled for all calls handled by the Add On, verify that the announcement is functioning, and not disable, bypass, or suppress it. If your telephone service provider does not offer that option, you will implement an equivalent announcement before directing calls to the Add On. If the announcement is unavailable or not functioning, you will stop directing calls to the Add On until it is restored. Enabling the announcement does not replace your other disclosure and consent obligations under this Section 4.2 (AI and Recording Disclosures) or Section 4.3 (Notices and Consents). You will not configure, instruct, or permit the AI Agent to state or imply that it is a human, to deny that it is an artificial intelligence system, or to conceal that a call is being recorded. You will also update your own privacy notices to describe the use of artificial intelligence to answer calls and the recording, transcription, and sharing of call information described in this Section 4.2.
4.3 Notices and Consents. You will provide all notices and obtain all consents required under Applicable Laws for the Add On to answer, record, transcribe, analyze, and store calls, and for Tekmetric and its Service Providers to process Call Data and Shop Content as described in these Terms and the Privacy Terms. This includes consent from all parties to a call where required by the laws of any jurisdiction in which any party to the call is located, and any notice or consent required for the processing of voice information that may be considered biometric information under Applicable Laws. Your responsibilities under Sections 4.2 and 4.3 apply regardless of whether the Add On includes any default greeting, disclosure, or consent feature. Any such feature is provided as a convenience only, and its availability, content, or use does not transfer any of your responsibilities to Tekmetric or any Service Provider.
4.4 Consent Records. Where notice or consent is required under any Telecommunications and Recording Law, you will maintain written documentation sufficient to evidence that the required notice was given and consent was obtained, and you will retain that documentation for the longer of (a) the minimum period required under Applicable Laws; and (b) five years from the date the consent was obtained. You will provide that documentation to Tekmetric within five business days after Tekmetric requests it.
4.5 Your Customers and Callers. As between you and Tekmetric, you are solely responsible for your relationships with your customers and Callers, including any appointment booked, missed, or cancelled, any information provided or commitment made to a Caller by the AI Agent, and any complaint, dispute, or claim by a Caller. Tekmetric has no obligation to provide support to Callers or to your customers.
4.6 Prohibited Data. You will not use the Add On, and will not configure or instruct the AI Agent, to request, collect, process, store, or transmit any of the following (collectively, “Prohibited Data”): (a) payment card numbers, bank or other financial account numbers, or account authentication credentials; (b) Social Security numbers, driver’s license numbers, passport numbers, or other government-issued identification numbers; (c) protected health information as defined under the Health Insurance Portability and Accountability Act of 1996, or other health or medical information; (d) personal information of any child under 13 years of age (or a higher age where required by Applicable Laws); or (e) any other information that is subject to heightened or specific data protection requirements under Applicable Laws. You acknowledge that the Add On is not designed to comply with the Payment Card Industry Data Security Standard, the Health Insurance Portability and Accountability Act, or similar requirements, and that payments must be taken through other channels. If a Caller volunteers Prohibited Data, Tekmetric and its Service Providers may, but are not obligated to, delete or redact it, and Tekmetric has no liability for its capture or processing.
4.7 No Emergency Use. The Add On is not designed or intended for emergency communications. It does not connect Callers to 911 or other emergency services and may not recognize, prioritize, or properly route urgent or emergency situations, including vehicle accidents, breakdowns, or safety hazards. You will not rely on the Add On for any emergency or time-critical purpose, and you will configure escalation to a human for urgent matters to the extent the Add On permits.
4.8 No Diagnoses, Safety Determinations, or Professional Advice. You will not use or configure the AI Agent to diagnose vehicle conditions, advise whether a vehicle is safe to drive, provide binding repair estimates or price guarantees, make warranty, insurance, or financing determinations, or provide legal, financial, medical, or other professional advice. Output is informational only and is not a substitute for review by your qualified personnel.
4.9 Accuracy of Output; Review. Artificial intelligence technology is probabilistic and may produce Output that is inaccurate, incomplete, misleading, or inappropriate. The AI Agent may misunderstand Callers, mis-transcribe information, book incorrect or duplicate appointments, fail to book appointments, provide incorrect information, or route calls incorrectly. You are solely responsible for reviewing appointments, messages, call summaries, and other Output, for following up with Callers, and for any decision you make or action you take based on Output. Output may not be unique, and similar Output may be generated for other users.
4.10 Authorized Users and Credentials. You will permit only Authorized Users to access the Add On, and each set of access credentials may be used by only one individual. You are responsible for all acts and omissions of your Authorized Users and of anyone who accesses the Add On using your account or credentials, as if they were your own.
4.11 Eligibility; Restricted Users and Locations. You may not use the Add On if you are a Government Entity, or to provide services to or on behalf of a Government Entity. The Add On is offered only to businesses located in the United States, and Tekmetric may limit or block use in any other location. The Add On may not be used to interact with, and you will not direct it toward, children under 13 years of age. You represent and warrant that you are not located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive U.S. sanctions or embargoes, and that you are not identified on any U.S. government restricted party list.
5. ACCEPTABLE USE
5.1 Prohibited Use Policy. Your use of the Add On and all Output must comply with the Prohibited Use Policy of the Voice AI Provider, currently available at https://elevenlabs.io/use-policy, as it may be updated from time to time (the “Prohibited Use Policy”), which is incorporated into these Terms by reference. Tekmetric will use commercially reasonable efforts to notify you of material updates to the Prohibited Use Policy before they take effect, and your continued use of the Add On after an update takes effect constitutes your agreement to it.
5.2 Restrictions. Without limiting Section 5.1, you will not, and will not permit any person to:
(a) sell, resell, rent, lease, lend, sublicense, distribute, or otherwise make the Add On or any Output available to any third party, or use the Add On to provide services to any third party, including any affiliated or franchised business that has not itself accepted these Terms;
(b) copy, modify, translate, or create derivative works of the Add On or any Service Provider technology;
(c) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, models, model weights, prompts, algorithms, or underlying components of the Add On or any Service Provider technology, or engage in model extraction or similar attacks, except to the extent such a restriction is prohibited by Applicable Laws;
(d) use the Add On or any Output to develop, train, fine-tune, test, or improve any artificial intelligence or machine learning model, or to build any product or service that competes with the Add On or any Service Provider;
(e) use any robot, scraper, or other automated means to access the Add On or extract data from it, other than through interfaces Tekmetric provides for that purpose;
(f) circumvent or attempt to circumvent any usage limit, safety feature, guardrail, filter, or access control of the Add On or any Service Provider;
(g) use the Add On to impersonate any person, to replicate any person’s voice without that person’s written consent and all legal rights required to do so, or to mislead any person about the identity of the caller or the business;
(h) use the Add On for spam, robocalling, telemarketing, unsolicited communications, call bombing, or caller ID spoofing;
(i) use the Add On to harass, threaten, defraud, deceive, or discriminate against any person, or for any unlawful purpose;
(j) use the Add On to make any decision that produces legal or similarly significant effects on any individual, including decisions regarding credit, financing, insurance, or employment;
(k) use the Add On in violation of any Telecommunications and Recording Law, AI Disclosure Law, or Data Protection Law;
(l) make any representation, warranty, or commitment regarding the Add On, Tekmetric, or any Service Provider to any Caller or other third party that purports to bind Tekmetric or any Service Provider or that is inconsistent with these Terms;
(m) use the name, trademarks, or logos of any Service Provider, or make any public statement identifying any Service Provider in connection with your business, without Tekmetric’s prior written consent; or
(n) interfere with, disrupt, overburden, or impair the Add On, the Platform, or any Service Provider’s systems.
6. SUSPENSION
6.1 Suspension Rights. Tekmetric may immediately suspend or limit your access to the Add On, in whole or in part, with or without notice, if Tekmetric reasonably believes that (a) you or any Authorized User have violated these Terms, the Privacy Terms, the Prohibited Use Policy, or Applicable Laws; (b) your use of the Add On poses a security, legal, regulatory, reputational, or operational risk to Tekmetric, any Service Provider, any Caller, or any other person; (c) a Service Provider, carrier, or Government Entity has requested or required the suspension, or has suspended or limited Tekmetric’s access to its services; (d) Tekmetric has received a complaint regarding your use of the Add On; or (e) you have failed to pay any amount when due under the Platform Terms. Tekmetric has no liability for any suspension, and suspension does not relieve you of any payment obligation.
6.2 Cooperation. You will cooperate promptly and in good faith with any investigation by Tekmetric or any Service Provider of suspected misuse of the Add On or noncompliance with these Terms, and will promptly stop any activity that Tekmetric identifies as unauthorized.
7. DATA
7.1 Ownership. As between you and Tekmetric, you own your Shop Content and Call Data, subject to the rights granted in these Terms and the Privacy Terms. The Add On, the Platform, and all Service Provider technology, including all models, and all intellectual property rights in them, are owned exclusively by Tekmetric, its licensors, and its Service Providers, and no rights are granted to you except as expressly stated in these Terms.
7.2 License to Tekmetric and Service Providers. You grant Tekmetric and its Service Providers, and their respective affiliates and subcontractors, a non-exclusive, worldwide, royalty-free right to collect, host, store, transmit, process, analyze, and otherwise use Shop Content and Call Data as necessary to provide, maintain, secure, and support the Add On, to prevent fraud and abuse, to comply with Applicable Laws, and to enforce these Terms, in each case in accordance with the Privacy Terms.
7.3 Tekmetric Access to Call Data. Tekmetric may monitor, listen to, or review Call Data in the ordinary course. In addition to any other legal purpose, Tekmetric may access Call Data as reasonably necessary to provide technical support at your request, to maintain and secure the Add On, to investigate suspected misuse or violations of these Terms, to respond to a request from a Service Provider, or to comply with Applicable Laws.
7.4 Training; Usage Metrics. Tekmetric may use the content of Call Data to train artificial intelligence or machine learning models. Tekmetric may also collect and use data regarding the operation and use of the Add On, such as call counts, call durations, minutes used, feature usage, and error rates (“Usage Metrics”), to operate, bill for, secure, analyze, and improve the Add On and the Platform.
7.5 Retention and Loss. Call Data is retained and deleted as described in the Privacy Terms. Tekmetric is not obligated to back up Call Data, and you are responsible for retaining any Call Data you need, including for recordkeeping, consent documentation, or legal hold purposes, before it is deleted. Tekmetric is not liable for any loss, corruption, or deletion of Call Data.
7.6 Your Representations. You represent and warrant that (a) you have, and will maintain, all rights, licenses, notices, and consents necessary to provide Shop Content and to permit the collection and processing of Call Data as described in these Terms and the Privacy Terms; and (b) neither Shop Content nor the collection or processing of Call Data as permitted by these Terms will infringe, misappropriate, or violate any intellectual property, privacy, publicity, or other right of any person, or violate any Applicable Laws.
7.7 Feedback. Tekmetric and its Service Providers may use any suggestions, comments, or other feedback you provide regarding the Add On for any purpose without obligation to you.
8. SERVICE PROVIDERS; THIRD-PARTY BENEFICIARY
8.1 Third-Party Beneficiary. Eleven Labs Inc. is an intended third-party beneficiary of these Terms solely for the purpose of enforcing Tekmetric’s and Eleven Labs Inc.’s rights with respect to you and your use of the Add On, and may enforce these Terms directly against you for that purpose. Except as stated in this Section 8.1, there are no third-party beneficiaries of these Terms.
8.2 No Agency. Tekmetric is not an agent, partner, or joint venturer of any Service Provider, and you will not hold yourself out as an agent, partner, or joint venturer of Tekmetric or any Service Provider.
8.3 No Direct Obligations. Service Providers have no obligation to you, including any obligation to provide support. You will direct all support requests regarding the Add On to Tekmetric. Tekmetric may forward to you, and you agree to be bound by, any notice that Tekmetric receives from a Service Provider that affects your use of the Add On, and you will promptly forward to Tekmetric any notice you receive that is addressed to Tekmetric or a Service Provider.
8.4 Verification of Compliance. During the term of these Terms and for one year afterward, you will reasonably cooperate with Tekmetric, any Service Provider, and their respective auditors, upon at least ten business days’ notice, to verify your compliance with these Terms, including by providing relevant records and consent documentation.
9. TERM AND TERMINATION
9.1 Term. These Terms begin when you accept them and continue until the Add On is disabled for your account or these Terms are terminated as provided below.
9.2 Termination by You. You may stop using and disable the Add On as permitted by the Platform Terms and any applicable order form.
9.3 Termination by Tekmetric. Tekmetric may terminate these Terms and your access to the Add On at any time, for any reason or no reason, including if Tekmetric’s agreement with any Service Provider expires or terminates, with or without notice.
9.4 Effect of Termination. Upon any termination, all rights granted to you under these Terms immediately end, you will stop using the Add On, and Call Data will be handled as described in the Privacy Terms. Termination of these Terms does not terminate the Platform Terms unless Tekmetric states otherwise. Sections 4, 5, 7, 8, 9.4, and 10 through 16, and any other provision that by its nature should survive, will survive any termination.
10. DISCLAIMERS
THE ADD ON, ALL OUTPUT, AND ALL SERVICE PROVIDER SERVICES ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS.” TO THE FULLEST EXTENT PERMITTED BY LAW, TEKMETRIC AND ITS SERVICE PROVIDERS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, TEKMETRIC AND ITS SERVICE PROVIDERS DO NOT WARRANT THAT THE ADD ON WILL ANSWER, COMPLETE, RECORD, TRANSCRIBE, OR ROUTE ANY CALL; THAT ANY OUTPUT, APPOINTMENT, OR TRANSCRIPT WILL BE ACCURATE, COMPLETE, OR APPROPRIATE; THAT THE ADD ON WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; OR THAT THE ADD ON, ANY DEFAULT SETTING, OR ANY GREETING OR DISCLOSURE COMPLIES WITH ANY APPLICABLE LAWS. TEKMETRIC MAKES NO SERVICE LEVEL COMMITMENT AND OFFERS NO SERVICE CREDITS FOR THE ADD ON. YOUR USE OF THE ADD ON IS AT YOUR SOLE RISK.
11. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL TEKMETRIC, ITS AFFILIATES, OR ITS SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST BUSINESS OR CUSTOMERS, OR LOSS OF DATA OR GOODWILL, ARISING OUT OF OR RELATING TO THESE TERMS OR THE ADD ON, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
WITHOUT LIMITING THE FOREGOING, TEKMETRIC AND ITS SERVICE PROVIDERS WILL HAVE NO LIABILITY ARISING FROM (A) ANY CALL THAT IS MISSED, DROPPED, REJECTED, DELAYED, MISROUTED, OR NOT RECORDED; (B) ANY APPOINTMENT THAT IS BOOKED, NOT BOOKED, DUPLICATED, OR BOOKED INCORRECTLY; (C) ANY STATEMENT, PROMISE, PRICE, OR INFORMATION PROVIDED BY THE AI AGENT; (D) ANY CLAIM BY A CALLER OR ANY OF YOUR CUSTOMERS; (E) ANY FINE, PENALTY, OR STATUTORY DAMAGES ARISING FROM YOUR NONCOMPLIANCE WITH APPLICABLE LAWS; (F) THE ACTS OR OMISSIONS OF ANY CARRIER, TELEPHONY PROVIDER, OR OTHER THIRD PARTY; (G) ANY EMERGENCY OR URGENT SITUATION; OR (H) ANY PROHIBITED DATA.
IN NO EVENT WILL THE TOTAL CUMULATIVE LIABILITY OF TEKMETRIC, ITS AFFILIATES, AND ITS SERVICE PROVIDERS ARISING OUT OF OR RELATING TO THESE TERMS, THE PRIVACY TERMS, OR THE ADD ON EXCEED ONE HUNDRED DOLLARS ($100.00) IN THE AGGREGATE. THE EXISTENCE OF MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT. THIS LIMIT IS IN ADDITION TO, AND DOES NOT INCREASE, ANY LIMITATION OF LIABILITY IN THE PLATFORM TERMS.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. TO THE EXTENT SUCH LAWS APPLY, THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION 11 WILL APPLY TO THE FULLEST EXTENT PERMITTED, AND WHERE A TOTAL EXCLUSION OF LIABILITY IS NOT PERMITTED, TEKMETRIC’S TOTAL LIABILITY WILL NOT EXCEED THE AMOUNTS YOU PAID FOR THE ADD ON DURING THE ONE MONTH BEFORE THE EVENT GIVING RISE TO THE LIABILITY. THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION 11 DO NOT APPLY TO YOUR OBLIGATIONS UNDER SECTION 12 OR TO YOUR PAYMENT OBLIGATIONS.
12. INDEMNIFICATION
12.1 Your Indemnity. You will defend, indemnify, and hold harmless Tekmetric, its affiliates, and its Service Providers (including Eleven Labs Inc.), and each of their respective officers, directors, managers, employees, agents, successors, and assigns (the “Indemnified Parties”), from and against any and all claims, demands, actions, investigations, and proceedings (including those brought by Callers, your customers, carriers, or Government Entities), and all resulting losses, damages, liabilities, judgments, settlements, fines, penalties, statutory damages, costs, and expenses, including reasonable attorneys’ fees and costs (collectively, “Losses”), arising out of or relating to:
(a) your or your Authorized Users’ access to or use of the Add On, or any use of your account or credentials;
(b) Shop Content or Call Data, or the collection, recording, or processing of Call Data;
(c) any actual or alleged failure to provide any notice or disclosure or to obtain any consent required under Applicable Laws, including under Sections 4.2 through 4.4;
(d) any actual or alleged violation of any Applicable Laws, including any Telecommunications and Recording Law, AI Disclosure Law, or Data Protection Law, in connection with your use of the Add On;
(e) any statement, information, commitment, appointment, or other Output provided to or arranged for any Caller, or any act or omission in your relationship with any Caller or customer;
(f) any Prohibited Data provided to or collected through the Add On in connection with your account;
(g) your breach of these Terms, the Privacy Terms, or the Prohibited Use Policy; or
(h) any use of the Add On by or for a Government Entity, or outside the United States without Tekmetric’s written authorization.
12.2 Procedure. Tekmetric may, at its option, assume the exclusive defense and control of any matter subject to indemnification by you, using counsel of its choosing, at your expense, and you will cooperate fully in that defense. You will not settle any matter that involves an Indemnified Party without Tekmetric’s prior written consent. Tekmetric’s failure to give prompt notice will not relieve you of your obligations except to the extent you are materially prejudiced by the delay.
12.3 No Limitation. Your obligations under this Section 12 are not subject to any limitation of liability in these Terms, the Privacy Terms, or the Platform Terms, are in addition to your indemnification obligations under the Platform Terms, and survive any termination.
13. GOVERNING LAW; DISPUTE RESOLUTION
13.1 Governing Law. These Terms are governed by the laws of the State of Texas, without regard to its conflict of laws principles.
13.2 Informal Resolution; Arbitration. Before bringing any claim against Tekmetric, you will first attempt to resolve the dispute informally by contacting Tekmetric at legal@tekmetric.com. If the dispute is not resolved within 30 days after your notice, any dispute arising out of or relating to these Terms, the Privacy Terms, or the Add On will be resolved by final and binding arbitration in Houston, Texas, administered by the American Arbitration Association under its applicable rules then in effect, before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction. Either party may bring an individual action in small claims court in Texas, and either party may seek injunctive relief in court to stop unauthorized use of the Add On or infringement of its intellectual property or confidential information.
13.3 Class Action Waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, ALL CLAIMS MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING, AND NO ARBITRATION MAY BE JOINED WITH ANY OTHER ARBITRATION.
13.4 Time Limit; Venue. Any claim arising out of or relating to these Terms or the Add On must be filed within one year after it arose or it is permanently barred, to the extent permitted by law. If any dispute is not subject to arbitration, it will be brought exclusively in the state or federal courts located in Harris County, Texas, and each party consents to personal jurisdiction and venue there.
14. CHANGES TO THESE TERMS
Tekmetric may modify these Terms or the Privacy Terms at any time. Tekmetric will notify you of material changes by email to your account, by notice in the Platform, or by posting the updated Terms, and will try to provide at least 30 days’ notice of material changes, except that changes required by Applicable Laws or by a Service Provider may take effect on shorter notice. Your continued use of the Add On after a change takes effect constitutes your acceptance of the change. If you do not agree to a change, your sole remedy is to stop using and disable the Add On.
15. CANADA-SPECIFIC ADDENDUM
15.1 Applicability. This Addendum applies only if Tekmetric has expressly enabled the Add On for a Shop located or operating in Canada, and then only with respect to that Shop. If there is a conflict between this Addendum and any other provision of these Terms, this Addendum controls to the extent necessary to comply with applicable Canadian law. References in these Terms to “the United States” will be read to include Canada for any Shop to which this Addendum applies.
15.2 Canadian Laws. For a Shop to which this Addendum applies, “Applicable Laws” include the Personal Information Protection and Electronic Documents Act, applicable substantially similar provincial privacy laws (including Quebec’s Act respecting the protection of personal information in the private sector, Alberta’s Personal Information Protection Act, and British Columbia’s Personal Information Protection Act), Canada’s Anti-Spam Legislation, the Unsolicited Telecommunications Rules of the Canadian Radio-television and Telecommunications Commission, Part VI of the Criminal Code, and the Charter of the French Language, each as amended.
15.3 Notice and Consent. You are accountable for the personal information of Callers and will identify the purposes for which Call Data is collected, provide notice of and obtain meaningful consent to the recording, transcription, and processing of calls by artificial intelligence, and inform Callers that they are interacting with an artificial intelligence system, in each case in the manner and at the time required by applicable Canadian law. Compliance with the consent provisions of Part VI of the Criminal Code does not by itself satisfy your obligations under applicable privacy laws.
15.4 Cross-Border Processing. You acknowledge that Call Data will be processed, stored, and accessed in the United States and in other jurisdictions where Tekmetric and its Service Providers operate, and may be subject to lawful access by courts, law enforcement, and other authorities in those jurisdictions. You will provide any notice of cross-border processing required by applicable Canadian law.
15.5 Quebec. If you collect personal information of individuals in Quebec, you are responsible for conducting any privacy impact assessment required before personal information is communicated outside Quebec, and for any other obligation imposed on you by Quebec’s Act respecting the protection of personal information in the private sector. Tekmetric will provide information reasonably available to it to assist you, as described in the Privacy Terms.
15.6 Language. If you are located in Quebec: the parties acknowledge that a French version of these Terms was made available to you before you accepted them, and that you have expressly chosen to be bound by the English version.
15.7 Non-Waivable Rights. Nothing in these Terms excludes, limits, or waives any right, remedy, or protection that cannot lawfully be excluded, limited, or waived under applicable Canadian federal, provincial, or territorial law, and to the extent applicable law requires a dispute to be heard in a particular forum or renders any provision of these Terms unenforceable, applicable law controls solely to that extent.
16. GENERAL
16.1 Entire Agreement. These Terms, the Privacy Terms, the Prohibited Use Policy, and the Platform Terms constitute the entire agreement between you and Tekmetric regarding the Add On and supersede all prior or contemporaneous agreements and understandings regarding the Add On.
16.2 Assignment. You may not assign or transfer these Terms without Tekmetric’s prior written consent, and any attempted assignment in violation of this Section is void. Tekmetric may assign these Terms without your consent.
16.3 Force Majeure. Tekmetric is not responsible for any delay or failure in performance caused by circumstances beyond its reasonable control, including the failure, suspension, or discontinuation of any Service Provider, carrier, or telecommunications network.
16.4 Severability; No Waiver. If any provision of these Terms is held unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will remain in full force and effect. No failure or delay by Tekmetric in exercising any right will operate as a waiver of that right.
16.5 Notices. Tekmetric may give you notice by email to the address associated with your account, through the Platform, or as otherwise provided in the Platform Terms. You will give notices to Tekmetric at 730 Town and Country Blvd, Suite 300, Houston, Texas 77024, Attn: Legal Department, with a copy to legal@tekmetric.com.
16.6 Electronic Acceptance. Your electronic acceptance of these Terms has the same force and effect as a written signature.
16.7 Interpretation. The words “include,” “includes,” and “including” are not limiting. Section headings are for convenience only.
16.8 Contact. Questions about these Terms may be directed to legal@tekmetric.com.
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