Clear terms.
Confident partnerships.

These Terms of Use ("Terms" or “Agreement”) constitute a legally binding agreement between you, or the entity you represent ("You" or "Your"), and ZEAZONZ TECHNOLOGIES PTE LTD (“ZEAZONZ” ,"Callgoose", "Us", "We" or "Our"). These Terms govern your access to and use of Our services. By accepting these Terms, either by clicking to signify acceptance, establishing a user account, or simply by using Our services, you affirm your consent to be bound by all the provisions herein, with immediate effect. You represent and warrant that you possess the requisite authority to enter into these Terms on your behalf and, if applicable, on behalf of your company. If you do not agree with these Terms, you should refrain from indicating acceptance and are prohibited from using the services.

Please read these Terms carefully to ensure a comprehensive understanding of each provision. These Terms include a mandatory individual arbitration clause, necessitating the use of arbitration to resolve disputes.

1. Description of Service

   Our Service constitutes a cloud-based application, mobile application and a platform for Advanced On-Call and Incident Management, alerting, incident tracking, Incident resolution, Integration with Third-Party products, automation and any associated analytics.

   This Service is provided through software accessible via https://www.callgoose.com (and it's a micro-website (subdomain) of callgoose.com or any other URL designated by Callgoose from time to time). It encompasses, but is not limited to, related application programming interfaces (API), interactive discussion areas, customer accounts and profiles, mobile applications, Integration with Third-party products, and other interconnected components. For the purpose of these Terms, all these elements shall be considered collectively and individually as the "Service" .

   An "Incident" refers to an event that triggers the Service to send alerts to your designated personnel through specified Contact Information. You are responsible for configuring the Service, supplying accurate Contact Information, adhering to proper procedures for alert communication and incident triggering, and submitting alert requests through appropriate channels. These channels may include alternate ones in cases where standard channels are unavailable or if the Service encounters operational issues. "Contact Information" encompasses the names, email addresses, telephone numbers, and other required details of your personnel whom you wish the Service to notify in the event of an Incident, and who have granted consent to receive such messages through the Service. Each individual designated as a recipient of these alerts is referred to as a "Contact Person" . Additionally, relevant information provided by you or your Users, such as alert priorities, shall be included. You are responsible for appointing authorized individuals to manage the Contact Information, configure the Service for handling Incidents, and receive reports from the Service, Payments and Billing related, each such individual being referred to as a "User" . Instructions on configuring the Service, providing Contact Information, Payments and Billing related, and maximizing the benefits of the Service can be found in the knowledgebase and other documentation accessible at

   https://docs.callgoose.com

   ("Documentation").

2. Suspension and Termination

   We retain the right to suspend or terminate your access to the Service at any time if you violate any of the terms set forth in these Terms of Use, including, but not limited to, non-payment of fees. We also reserve the right to make modifications to the Service at our discretion, with or without prior notice.

1. Agreement to Affiliates

   If any of your Affiliates utilize the Service(s) pursuant to this Agreement, all the terms and conditions of this Agreement that are applicable to you shall also extend to such Affiliate(s) and their undertakings herein. You shall maintain accountability for the actions and omissions of your Affiliates in connection with each Affiliates utilization of the Service(s) throughout the Subscription Term of their respective orders. This accountability encompasses, without limitation, any breach of the terms contained in this Agreement that are pertinent to the respective Affiliate, even in situations where the aforementioned Control is no longer in place. In the event that an Affiliate, governed by the terms of this Agreement, asserts any claims, such claims shall exclusively be pursued against us by you, acting on behalf of said Affiliate.

2. Discretionary Service Denial

   Notwithstanding the aforementioned, we retain the prerogative to decline the provision of the Service(s) to any Affiliate whose background or financial history audit fails to meet our reasonable business judgement. For the purpose of this definition, "Affiliate" denotes any entity that either directly or indirectly exercises Control over, is Controlled by, or is under common Control with the party. In the context of this definition, "Control" entails direct or indirect ownership or authority over more than 50% of the voting interests of the party.

1. Freemium Plan Subscription

   Before subscribing to our Service on an annual or monthly basis, customers have the option to establish a Freemium (Free) plan Account at no charge. This Freemium Plan account provides access to our products, services, solutions, and tools. The Freemium plan is designed solely for evaluation purposes and does not possess a predetermined expiration date but expiration date is subjected to change without any prior notice to you. It is not subject to any Service Level Agreement (SLA) and is offered on an "as is" basis without guaranteed support. Our engagement with the Freemium plan is contingent on "best effort" assistance. We are not obligated to maintain the provision of these services, and there exist no claims or remedies available for service failures associated with the Freemium plan, in addition to the warranty disclaimers and liability limits outlined in this agreement.

2. Account Deactivation

   In the event that a Freemium plan remains inactive for a period exceeding 90 calendar days, the account shall be subject to automatic deactivation and removal from the system, which will result in the deletion of all associated data. Such action shall be executed without prior notice.

3. Attribution Requirement

   For users of the Freemium plan who exceed 90 calendar days of usage, attribution is mandatory. This necessitates the inclusion of the attribution line: "We are using Callgoose, Callgoose SQIBS is an Advanced On-Call schedule and Incident Management platform," presented in a conspicuous and clearly visible manner on your company website or product website. This attribution shall also include a hyperlink to www.callgoose.com. The placement of this attribution is flexible and may be situated in the header, body, or footer of the website. It applies exclusively to Freemium plan users.

On occasion, at our sole discretion, we may provide you with access to beta or other pre-general release versions of our services ("Pre-Release Technology") at no additional cost. Your use of any Pre-Release Technology shall be governed by the terms outlined in this section, which take precedence over any conflicting provisions in this Agreement. Pre-Release Technology is considered our Confidential Information, and notwithstanding any contrary provision in this Agreement, you are expressly prohibited from granting third-party access to or disclosing the existence of Pre-Release Technology.

You may exclusively employ Pre-Release Technology for internal testing and evaluation purposes. We offer Pre-Release Technology: (a) free of charge; (b) without support; (c) "AS IS"; and (d) WITHOUT INDEMNIFICATION, WARRANTY, OR OBLIGATION TO YOU OF ANY KIND. No service level commitment shall be applicable to Pre-Release Technology. It is important to note that certain features or functionalities of the Services may not be available in Pre-Release Technology.

Our provision of any Pre-Release Technology does not signify our commitment to making it generally available or to maintaining your access to it. We reserve the right to modify Pre-Release Technology or terminate your access to it at our sole discretion, and such modification or termination shall not be considered a material, detrimental change under this Agreement.

In the event of any claim arising from your use of Pre-Release Technology, the total liability (excluding indirect, special, and consequential damages, for which we explicitly disclaim all liability) of us, our affiliates, and suppliers shall not exceed five hundred U.S. dollars ($500 USD). Any feedback provided by you concerning Pre-Release Technology is subject to the terms outlined in Section 7(d) (Feedback) below.

1. Subscription Terms

   Subject to the payment of all applicable Fees and compliance with the terms and conditions of this Agreement, we hereby grant you a limited, non-exclusive, non-sublicensable, and non-transferable right during the Subscription Term of this Agreement to utilize the Services you have ordered. Your use of the Services must strictly align with the guidelines provided in the Documentation and exclusively for your internal purposes.

2. Usage Limits

   The Services may be subject to specific limitations, including, but not limited to, constraints on the number and types of Users, email alerts, phone call alerts, SMS alerts, other alert types, and Instances of the installed Software. These limitations are detailed on our website or in your order and are referred to as "Usage Limits." Any usage beyond these specified limits will result in charges for the excess usage at the applicable Fees.

3. User Limit

   Every plan have a user limit. User to the Services are individual and may not be shared or used by more than one named User. However, they may be reassigned to a new User in the event that a previous User no longer requires access to the Service.

4. Security Responsibility

   You bear sole responsibility for selecting secure account and User passwords, regularly updating passwords, safeguarding the confidentiality of User logins and passwords, and restricting access to the Services. We assume no liability for any damage or loss stemming from unauthorized access to the Services and your account due to your failure to uphold proper account security practices.

5. Additional Limitations

   The Services may be subject to further limitations as delineated in the Documentation, encompassing but not restricted to restrictions on disk storage space, the rate of incoming email requests, the number of inbound calls permitted to the API within specified time frames, the number of outbound calls the Service will make to a client API within specified time frames, the number of alerts the Service will transmit to a Contact Person within specified time frames, and the number of permissible Instances of installed Software. You acknowledge that surpassing these additional limitations may result in Service malfunctions, the accrual of additional Fees, or the suspension of the Service until compliance is achieved.

1. Restrictions on Use

   You are strictly prohibited from using the Services or Documentation in any manner that is not expressly permitted by this Agreement. Furthermore, you may not authorize or allow any third party to:

   1. Alteration and Modification: Modify, create derivative works of, or make any alterations to the Services, the underlying source code, or the Documentation in any manner, including but not limited to customization, translation, or localization.
   2. Transfer or Sale: Rent, lease, license, sublicense, encumber, sell, offer for sale, or otherwise transfer any rights to the Services or Documentation, including any form of timesharing or service bureau arrangements.
   3. Reverse Engineering: Attempt to reverse compile, reverse assemble, reverse engineer, decompile, disassemble, or otherwise seek to uncover the source code of the Services.
   4. Distribution: Copy, distribute, link, frame, mirror, or otherwise make any portion of the Services available to any third party, except for a third-party contractor authorized to use the Services exclusively to support your internal purposes.
   5. Removal of Notices: Remove or alter any logos, trademarks, links, copyrights, or other notices, legends, or markings from the Services or Documentation.
   6. Security Interference: Attempt to bypass or tamper with the security measures, operational functionalities, usage limitations, or access control technology of the Services.
   7. Unauthorized Access: Attempt to access the accounts or data of any other customer or User of the Services.
   8. Benchmarking: Use the Services for benchmarking purposes or any analysis intended for competitive purposes, or in a manner that imposes unusual demands on the Service beyond its normal functions and operations.
   9. Interference and Harmful Code: Employ the Service(s) in a manner that disrupts the use or enjoyment of the Service(s) by others, including the creation, use, transmission, storage, or execution of viruses, harmful computer code, files, scripts, agents, or other programs. This also includes circumventing or disclosing user authentication or security measures of the Service(s) or any associated host, network, or account.
   10. Unlawful Use: Use the Service(s) or Documentation in a manner that violates applicable laws or infringes upon the rights of a third party, including but not limited to contractual, intellectual property, privacy, or publicity rights. Additionally, you shall not use the Service(s) or Documentation in a manner contrary to Callgoose's Acceptable Use Policy (the "AUP"), which is incorporated herein by reference and can be accessed at https://www.callgoose.com/home/acceptable-use-policy .

2. Suspension Rights

   Notwithstanding any other provision within this Agreement, in the event of your breach of any restrictions outlined in this Section 6, we retain the right, upon notice, to immediately suspend the provision of Services until such breach has been rectified.

1. Contact Information and Customer Materials

   You shall retain all rights, titles, and interests in and to the Contact Information, including all associated intellectual property rights. This Agreement does not grant us any right of ownership or interest in the Contact Information, except for the limited license as detailed herein. You hereby agree to provide us with reasonable access to your Customer Materials as necessary for the provision of the Professional Services you have contracted. "Customer Materials" encompasses your materials, systems, personnel, and other resources.

2. Content, User Conduct & Copyright Protection

   You are solely responsible for any content that you upload to the Callgoose website and broadcast to other users or any individuals.

   You agree not to engage in, or knowingly allow others to engage in, any activities that may cause nuisance, annoyance, or inconvenience to other users or to Callgoose.

   Specifically, you agree not to:

   • Violate or infringe any laws, regulatory requirements, or codes applicable in the country where you use our services.
   • Infringe or violate any copyright, trademark, or any other intellectual property rights belonging to an individual or a company.
   • Create, share, or transmit any content that is obscene or constitutes pornography, harmful to minors, abusive, offensive, defamatory, or otherwise objectionable in nature.
   • Alter or compromise the security or integrity of the website.
   • Use the services in a manner that causes harm to any individuals worldwide.

   We reserve the right to promptly remove any copyright infringement upon receiving notices from the copyright, trademark, or any other intellectual property owner without prior notice to you. Additionally, if you persistently engage in such offences, we may disable or delete your account immediately.

3. Company Intellectual Property

   We shall retain complete rights, titles, and interests in and to the Company Intellectual Property, including any changes, derivatives, corrections, developments, bug fixes, enhancements, updates, and other modifications or improvements thereto. In all such cases, these rights shall be vested in and assigned to us. This Agreement does not confer upon you any ownership or interest in any Company Intellectual Property, except for the limited license as described herein. "Company Intellectual Property" encompasses our proprietary technology, which includes the Services and Documentation, websites, software tools, hardware designs, algorithms, software, APIs, user interface designs, architecture, documentation, network designs, know-how, trade secrets, improvements, materials, methods, processes, formulas, techniques, deliverables, and any other information developed, either wholly or partially, by us in the performance of the Services, along with all intellectual property rights associated with it worldwide, whether owned by us or licensed to us by a third party.

4. Feedback

   We encourage you to provide suggestions, proposals, ideas, recommendations, or other feedback regarding improvements to the Services and related resources ("Feedback" ). By providing Feedback, you grant us a non-exclusive, royalty-free, fully paid, sub-licensable, transferable, irrevocable, perpetual, worldwide right and license to utilize, market, sell, offer for sale, import, and otherwise exploit the Feedback. This exploitation may include its incorporation into the Services without any restrictions, provided that such Feedback does not identify you or your Users or include any Contact Information without your prior written consent.

5. Technical Data Collection and Use of Data

   We shall maintain the highest level of confidentiality with respect to all content, information, and other data in any format or media provided by you, whether through upload or any other means. We may collect and utilize technical information collected as part of service delivery, solely for the purpose of improving our products and services. However, we shall not disclose any such information in any form that identifies you. You bear the responsibility for the completeness, quality, accuracy, legality, and suitability of the Content, as well as for ensuring that you hold all necessary rights, permissions, and licenses for its use and provision in connection with the Service. Notwithstanding the foregoing, you hereby grant us a non-exclusive, transferable, worldwide right during the Subscription Term to utilize the Content as reasonably required to provide you with the Service and any associated services.

6. Use of Incident Data

   By using Callgoose SQIBS and associated Callgoose products, customers agree that data transmitted through their monitoring systems, observability platforms, or Callgoose's monitoring systems or observability platforms may be utilized to enhance the features, functionality, and performance of Callgoose products. This may include feeding data into AI systems to optimize the user experience, improve accuracy, and ensure high-quality service delivery.

By registering on the Platform, you explicitly agree to receive SMS and other types of messages from Us ("Messaging" ). Additionally, you affirm and warrant that you shall:

1. Consent Management: Receive and consistently maintain the requisite consents from each Contact Person who is to receive messages.

2. Opt-Out Procedures: User have the ability to update their preference in the user profile. Please refer our documentation for more details

   https://docs.callgoose.com

3. Compliance with Applicable Laws: Adhere to all applicable laws concerning Messaging in your utilization of the Platform. This includes, but is not limited to, compliance with the Telephone Consumer Protection Act, Singapore's Spam Control Act, Personal Data Protection Act (PDPA) Singapore, and CAN-SPAM Act in the United States, or analogous legislation such as the Telephone Consumer Protection Act in other countries.

You shall bear full responsibility for ensuring compliance with Messaging and related data privacy laws pertinent to the country in which you utilize our services.

1. Support

   We will provide the fundamental support for the Service as chosen by you during your enrolment on our website.

2. Security

   We are committed to maintaining administrative, physical, and technical safeguards to ensure the security, confidentiality, and integrity of Platform Contact Information. These measures are in accordance with Callgoose Data Security Policy, which can be accessed at https://www.callgoose.com/home/security. Unless we have obtained your prior written consent or the consent of the Contact Person, we shall not:

   1. Modify Contact Information,
   2. Disclose Contact Information to any third party (except as necessary to perform the Service or if required by law or governmental process), or
   3. Access Contact Information except for the purpose of providing the Services and addressing Service or technical issues.

3. Privacy

   You acknowledge and consent to our collection, use, and disclosure of statistical or aggregate information regarding your use of the Services and the use of the Services by your Users. This information includes data on the performance of the Services and other data derived from Service usage. We collect this data for purposes including industry analysis, benchmarking, analytics, marketing, service improvement, and other legitimate business purposes. It's important to note that all disclosed data will be in statistical or aggregate form only, ensuring it does not identify you, your Affiliates, or your Users.

   We assert full ownership over the rights, titles, and interests related to such derived anonymous data. Nevertheless, you retain all rights, titles, and interests in and to any underlying customer data.

   The treatment of Contact Information shall adhere to Our Privacy Policy for each Service, available at https://www.callgoose.com/home/privacy-policy . Furthermore, Callgoose's Platform processing of Contact Information on your behalf shall be conducted in strict accordance with Callgoose's Data Processing Addendum ("DPA"). Please Contact Us

In the event of a security breach or intrusion on the Platform, the Company will make reasonable efforts to notify you of the breach. This notification will occur once a comprehensive investigation into the breach has been conducted and concluded, appropriate steps have been taken to rectify or mitigate the breach, and the security of customer data has been secured. This notification will be made without jeopardizing the security measures in place.

1. Subscription and Payment Terms

   When you make a purchase of our product, you are required to select a maintenance period (Initial maintenance period). While all plans are initially based on a 1-month(30 days) maintenance period, you have the flexibility to choose an alternative maintenance period, allowing you to modify the plan's expiration date as per your preference. In the context of subscription, this Maintenance period serves as the interval between renewals.

   The subscription amount and credit shall vary depending on the chosen maintenance period. You may select your preferred payment gateway provider to establish the subscription. Your subscription will be automatically renewed at the conclusion of the Initial maintenance period and each subsequent maintenance period unless terminated by either party or as otherwise specified in this agreement.

   By providing Us with your credit card information or other PayPal details, you assert that you possess the necessary authorization to do so. Furthermore, you authorize us or our third-party payment processor to charge the credit card or PayPal account for all applicable Fees.

   Callgoose has introduced various payment methods, including those facilitated by payment gateway providers, to streamline the setup of your account. Callgoose will add the payment gateway service charge to our fixed product amount. It's important to note that different payment gateway providers may impose varying service charges, which may result in differences in the final amount paid by you. Additionally, we offer semi-automated options that allow you to make direct payments to our bank account, thus eliminating the need for payment gateway service charges. You are free to choose your preferred payment partner for transferring funds to our bank account. Please be aware that semi-automated options may take 1-48 hours to activate your account following receipt of the payment in our bank account.

   Our fees, as stated, do not encompass taxes. The responsibility for remitting all taxes related to customer purchases falls upon you, the customer. In cases where Callgoose is legally obligated to cover or collect taxes that are the customer's responsibility, the appropriate amount will be invoiced to and paid by the customer. Any bank charges arising from the payment of fees or charges imposed by payment gateway providers under this Agreement are the customer's responsibility.

   In the event you have a genuine dispute concerning Fees or taxes payable under this Agreement, you shall provide written notice to us by contacting Us(NOTE for us: contact form with title Subscription). This notice should be submitted in good faith prior to the due date of the invoice containing the disputed Fees or taxes. Subsequently, the parties shall collaborate to expeditiously resolve the dispute. All amounts determined to be payable through dispute resolution (whether by adversarial proceedings, mutual agreement, or other means) shall be remitted within ten (10) days following such resolution.

2. Credits

   Callgoose quantifies call minutes and SMS as credits. Credits are akin to virtual currency/points and are utilized for making Calls or sending SMS messages. The usage of credits is contingent upon the destination country.

   Your available credit is displayed in the Active Plan section. Should your credit be entirely utilized within the subscription period, you have the option to "Topup credit."

   In the absence of a separate written agreement, we will deduct Call and SMS charges by debiting credits from your Account. These credits are non-refundable and non-transferable, unless otherwise determined by Callgoose at its sole discretion. Through your Account, you have the ability to download invoices for the “Topup credits” and subscription you have acquired.

   To utilize the Service, it is imperative that you maintain a positive Credit balance in your Account to cover Call and SMS fees associated with the subscribed Service. In the event your Credit balance reaches zero or becomes negative, we will be unable to provide notifications via Call or SMS.

1. Definition of Confidential Information

   As used herein, "Confidential Information" encompasses all confidential information disclosed by one party to this Agreement ("Disclosing Party" ) to the other party ("Receiving Party" ), whether communicated verbally or in writing, and includes information designated as confidential or information that should reasonably be considered confidential, given the nature of the information and the context in which it was disclosed. Your Confidential Information shall encompass Contact Information, as well as related information such as account data and alert priorities. Confidential Information shall not include any information that (i) becomes publicly known without breaching any obligations to the Disclosing Party, (ii) was already known to the Receiving Party prior to its disclosure by the Disclosing Party, as evidenced by written records, without breaching any obligations to the Disclosing Party, or (iii) is independently developed by the Receiving Party without the use of Confidential Information from the Disclosing Party.

2. Protection of Confidential Information

   The Receiving Party shall refrain from disclosing the Disclosing Party's Confidential Information to any third party, except as expressly allowed by this Agreement. The Receiving Party shall utilize the Disclosing Party's Confidential Information solely for the purpose of fulfilling its obligations under this Agreement. The Receiving Party shall exercise a degree of care to safeguard the confidentiality of the Confidential Information that is no less than the degree of care it uses to protect its own confidential and proprietary information, and in any case, not less than reasonable care. The Receiving Party may only disclose Confidential Information to its employees, consultants, and agents who have a reasonable need to access such Confidential Information for the purposes of this Agreement, provided that the Receiving Party ensures that these employees, consultants, and agents are bound by confidentiality obligations that are substantially equivalent to the obligations outlined in this Section. The Receiving Party shall be held responsible for any unauthorized disclosures of Confidential Information by its employees, consultants, and agents that contravene this Section.

3. Compelled Disclosure

   The Receiving Party may divulge the Disclosing Party's Confidential Information if legally compelled to do so by applicable law or a governmental authority. However, prior to making such compelled disclosure, the Receiving Party shall, to the extent legally permissible, notify the Disclosing Party in advance of the compelled disclosure and offer reasonable assistance, at the Disclosing Party's expense, in case the Disclosing Party wishes to challenge the disclosure. Any disclosure of Confidential Information made under the provisions of this Section shall be strictly limited to what is necessary to comply with the specific request from the governmental entity. Such disclosure pursuant to this Section shall not affect the confidential nature of the disclosed Confidential Information.

4. Remedies

   The Receiving Party acknowledges that a breach of this Section may lead to immediate and irreparable harm to the Disclosing Party, for which monetary damages alone may be insufficient as compensation. Consequently, in the event of such a breach, the Disclosing Party shall have the right to seek equitable remedies, including but not limited to a temporary restraining order, temporary injunction, or permanent injunction, without the necessity of posting a bond or other security.

1. By Us

   We shall undertake to defend, indemnify, and hold You harmless from and against any and all claims, losses, and damages (including reasonable attorney's fees) asserted by a third party against You, on the grounds that the Services infringe upon that third party's intellectual property rights under Singapore law. This indemnification obligation, however, shall not extend to claims arising from Your misuse of the Service. In the event that We believe any portion of a Service is susceptible to such a claim, We retain the sole discretion to, at Our expense:

   • Secure for You the right to continue using the Service,
   • Modify or replace the infringing parts of the Service to facilitate ongoing use, or
   • In the event that these alternatives are commercially unfeasible, refund any unused, prepaid Fees and terminate this Agreement.

   Notwithstanding the foregoing, Our indemnification obligations delineated in this Section 12(a) shall not apply to, and We shall not have an obligation to You for, any claim arising from:

   1. Modifications to the Service by anyone other than Us or a third party explicitly instructed by Us,
   2. Alterations to the Service based on specifications provided by You,
   3. Your use, or the use by any of Your Users, of the Service outside the parameters defined in this Agreement, the Order Form, or the relevant Documentation,
   4. Use of the Service in conjunction with third-party software, hardware, data, or any other combination not expressly sanctioned by Us, or
   5. Any combination of the above scenarios.

   THIS SECTION 12 CONSTITUTES THE ENTIRE LIABILITY ARISING FROM INFRINGEMENT CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT AND SHALL NOT APPLY DURING ANY TRIAL PERIOD OR UNDER ANY FREE PLAN. As a prerequisite for being indemnified, You shall promptly notify Us of any claim and grant Us sole control over the defence and settlement of such claim.

2. By You

   You pledge to defend, indemnify, and hold Us harmless from and against any and all claims, losses, damages, suits, government investigations, fines, actions, damages, settlements, losses, liabilities, costs, and expenses (including reasonable attorney's fees) incurred due to any breach of the representations, warranties, and covenants delineated in Section 8 (Warranty Related to SMS Use) above.

3. Indemnification Procedures

   To qualify for indemnification under this Section 12, the party seeking indemnification shall:

   1. Promptly notify the indemnifying party of the claim,
   2. Permit the indemnifying party exclusive control over the defence and settlement of the claim, and
   3. Offer assistance, at the indemnifying party's expense, in the defence or resolution of the claim.

   The indemnifying party shall keep the indemnified party apprised of, and consult with the indemnified party concerning, the progress of such litigation or settlement and shall not settle any such claim in a manner that fails to unconditionally release the indemnified party, without obtaining the indemnified party's written consent, which shall not be unreasonably withheld or delayed.

1. Platform

   We warrant that the Platform will operate in accordance with the Service Level Agreement (SLA) specified on Our website at https://www.callgoose.com/home/service-level-agreement. However, please note that the sole remedy available for breach of this warranty or failure of the Service to perform as specified in the SLA shall be as set forth in that SLA.

2. Software

   We provide a warranty for the initial ninety (90) days of the Subscription Term, during which the Software will function in substantial conformance with the Software Documentation under normal operating conditions. Your exclusive recourse in the event of a breach of this warranty is to inform Us in writing, in reasonable detail, about the non-conforming aspect of the Software within the warranty period. Upon receiving such notice, We, at Our discretion, will either:

   1. Exert commercially reasonable efforts to modify and provide an update to the Software to ensure conformance with this warranty requirement, or
   2. Offer a commercially reasonable work-around within a reasonable time frame.

   Regardless of any other provisions in the Agreement, this Section specifies Your exclusive rights and remedies, as well as Our sole liability concerning the warranty related to Software performance.

3. Professional Services

   We warrant to You that the Professional Services will be executed in a competent and workmanlike manner, adhering to accepted industry practices and the stipulations herein. However, if You fail to provide Us timely access to Your Customer Materials required for the delivery of Professional Services, Our performance shall be excused until such access is granted. Your exclusive recourse for breach of this warranty is to notify Us in writing within thirty (30) days of the non-conforming Services. Upon receiving such notice, at Our discretion, We will either:

   1. Employ commercially reasonable efforts to re-perform the Professional Services to align with these warranty requirements, or
   2. Terminate the affected Professional Services and refund You the prorated amount of Fees for the unperformed and non-conforming Professional Services.

   This Section delineates Your exclusive rights and remedies, along with Our sole liability concerning the performance of Professional Services.

4. General Disclaimer

   WITH THE EXCEPTION OF THE FOREGOING WARRANTIES, WE DELIVER THE SERVICES AND DOCUMENTATION "AS IS" WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. HEREBY, WE DISCLAIM ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, RELIABILITY, ACCURACY, DATA SECURITY, OR ACHIEVEMENT OF RESULTS. SPECIFICALLY, WE MAKE NO WARRANTY THAT THE SERVICES WILL BE FREE FROM ERRORS OR VIRUSES.

5. Third-Party Offerings

   WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT, SERVICE, OR CONTENT ADVERTISED OR OFFERED BY THIRD PARTIES THROUGH THE SERVICES OR ANY HYPERLINKED WEBSITE, SERVICE, OR CONTENT. WE SHALL NOT BE A PARTY TO, NOR LIABLE FOR, AND WE DO NOT MONITOR IN ANY WAY, ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF OTHER PRODUCTS OR SERVICES.

1. Payment Obligations

   If any of Your purchases were made through an authorized reseller of Ours ("Reseller" ):

   You are obligated to remit any outstanding amounts to the Reseller in accordance with the terms and conditions mutually agreed upon between You and the Reseller. You hereby acknowledge and agree that, should We not receive payment of Fees owed to Us from the Reseller, We retain the right to suspend or terminate Your access and use of the Services.

2. Order Placement and Accuracy

   You have the option to place orders through the Reseller, either via an order submitted directly to Us or through self-service functions available within the Service. In instances where orders are placed through self-service, the Reseller shall be invoiced for said orders, and You shall be responsible for the payment thereof. Both You and the Reseller share joint responsibility for the accuracy of orders placed.

3. Reseller's Authority

   It is explicitly understood that the Reseller is not authorized to modify the terms of this Agreement or enter into commitments on Our behalf. This Agreement solely governs Our obligations and responsibilities to You.

4. Calculation of Liability

   The sums remitted by the Reseller to Us for Your utilization of the Services under the provisions of this Agreement shall be considered the actual payments made in relation to this Terms of Use for the purposes of calculating Our liability, as outlined in Section 15 (General Limitation of Liability).

5. Renewal Pricing

   Renewal pricing details will be communicated to You by the Reseller, aligning with the terms and conditions established between You and the Reseller or those defined by Us prior to the commencement of the renewal Subscription Term, as per the stipulations under Section 19 (Term and Termination).

1. General Limitation of Liability

   Except for Customer's indemnification obligations under Section 12(b), neither Party shall incur any liability under this Agreement based on any legal or equitable theory, including but not limited to contract, tort (including negligence), or strict liability, for any of the following:

   • Special, indirect, incidental, punitive, or consequential damages, or lost profits, irrespective of foreseeability, even if the Party in question has been apprised of the potential for such damages.
   • Except where explicitly indicated otherwise and excluding Customer's indemnification obligations under Section 12(b), each Party's liability arising from or in connection with this Agreement shall not surpass the aggregate amounts paid or payable hereunder within the twelve (12) month period immediately preceding the occurrence that gives rise to such liability.

2. Exceptions to Liability

   Without limiting the foregoing, We shall bear no liability for any Service failure resulting from or associated with:

   1. Hacking, tampering, or any other unauthorized access that results in damage, loss, or injury.
   2. Your or Your Users' failure to configure the Service in accordance with the Documentation.
   3. Your or Your Users' provision of inaccurate Contact Information to the Service
   4. Non-compliance with Messaging laws.

3. Application of Limitation

   This limitation of liability shall be applicable to the maximum extent permissible by law in the relevant jurisdiction.

The limitation of liability outlined in Section 15 above shall not be applicable to Our indemnification obligation as described in Section 12(a), under the sole condition that the total aggregate fees paid and payable by You to Us, concerning Your purchase of the Service, in the twelve (12) month period immediately preceding the claim, exceed one thousand United States dollars (US$1,000). In any other case, Section 15 shall be applicable to Our indemnification obligations as set forth in Section 12(a).

1. Free Integration support liability

   We retain the discretion to furnish gratuitous integration support to all users upon receipt of their formal request, subject to availability and feasibility. This provision of complimentary integration support is extended without charge and WITHOUT INDEMNIFICATION, WARRANTY, OR OBLIGATION OF ANY KIND on our part. It is expressly stated that such complimentary integration support consultation shall not surpass one hour, unless specifically stipulated in the mutually executed Statement of Work (SOW) between You and Us. In the event that the consultation extends beyond the one-hour limit without a valid SOW, such continuation may be pursued subsequent to the establishment of a Statement of Work (SOW) between You and Us.

2. Access to Third Party Apps

   We may, either directly or indirectly, grant you access to or the opportunity to integrate with third-party tools, services, or other applications over which we have neither monitoring nor control ("Third Party Apps"). You hereby acknowledge and agree that our provision of access to or integration with Third Party Apps is offered as a matter of convenience, and you are under no obligation to implement Third Party Apps. You further acknowledge and consent that certain integrations with Third Party Apps may involve the transfer of your Content to or through the Third Party App. Our provision of access to and integration with Third Party Apps is strictly on an "as-is" and "as-available" basis, with no representations, warranties, or conditions of any kind, and without endorsement of the value or functionality of the Third Party Apps. It is important to note that Third Party Apps may be subject to their separate terms and conditions, forming an independent agreement solely between you and the third party. You are solely responsible for reviewing and consenting to any separate agreements with Third Party Apps.

3. Maintenance and Support

   Unless stipulated otherwise in a distinct Statement of Work (SOW) between you and us, we assume no obligation to provide maintenance or support for Third Party Apps or the integration between the Service and Third Party Apps. Consequently, we bear no responsibility or liability for any matters arising from or associated with your use of Third Party Apps. It is possible that the operator or owner of Third Party Apps may implement changes or modifications that impact the integration between the Third Party App and the Service, including, but not limited to, reducing, degrading, or eliminating features or functionalities of the Third Party App. We disclaim any responsibility or liability for any losses or damages, regardless of nature, incurred as a result of using Third Party Apps.

4. Access and Interaction with Third-Party Service Providers

   You hereby acknowledge and consent that, to enable specific features and functionalities of the Service, you must permit the Service to communicate with or gain access to your account(s) with other third-party service providers for the purpose of retrieving, manipulating, processing, and modifying data ("Process" ). You expressly consent to the Service accessing those accounts to Process such data solely as required to provide the Service. In the event that, for any reason, the Service is unable to access your third-party accounts or Process that data, we may be unable to furnish you with those features or functionalities, and we shall be excused from any non-performance related to the Service.

   Certain features and functionalities of the Service necessitate interaction with your other third-party service providers, typically through application programming interfaces (APIs) associated with those third parties. You grant us permission to interact with your other third-party service providers for the purpose of providing specific features and functionality, and you acknowledge that we are neither responsible nor liable for the accuracy, content, suitability, or completeness of data or content received from those third parties.

1. Reserved Right to Modify

   We, at our sole discretion, retain the right to modify or replace any portion of this Terms of Use Agreement. Such modifications may be implemented by either (i) posting a revised Agreement on our website or (ii) issuing notice of the change to you whenever and wherever possible.

2. Effective Date of Modifications

   Any modifications to this Agreement shall become effective as follows:

   • For Monthly plans, the modifications will take effect at the commencement of the month following the notice.
   • For all other plans, the modifications will take effect upon the conclusion of the prepaid Subscription Term.

1. Dispute Resolution Process

   Please carefully review this section as it outlines the process for resolving disputes and limits your ability to seek relief from us. In the event of any dispute with us, you agree to initiate contact with us first and make a good-faith effort to resolve the dispute informally. In the unlikely circumstance that we are unable to resolve a dispute with you within ninety (90) days, any controversy or claim arising from or relating to these Terms of Use or any breach thereof shall be resolved through arbitration. The arbitration shall be conducted by binding arbitration administered by a mutually agreed-upon third-party alternative dispute resolution service, in accordance with the then-effective Optional Expedited Arbitration Procedures.

2. Final and Binding Decision

   Any award resulting from such arbitration shall be considered final, binding, and conclusive. A judgement based on the arbitration award may be entered in any court with jurisdiction over the matter.

3. Exception for Equitable Relief

   This section shall not prevent us from pursuing injunctive or other equitable remedies through the courts when necessary to prevent actual or imminent infringement, misappropriation, or violation of our data security, intellectual property rights, or other proprietary rights.

4. Governing Law and Jurisdiction

   Applicable Law
   Any claim related to our website or services shall be governed by and construed in accordance with the laws of Singapore, without regard to its conflict of law provisions.
   Exclusive Jurisdiction
   In the event of any disputes or differences arising in respect of, out of, relating to, or touching upon this agreement, the Civil Courts of the city in which ZEAZONZ is located shall have exclusive jurisdiction.
   Consent to Jurisdiction
   By using our website or services, you expressly agree to submit to the exclusive jurisdiction of the Singapore courts located in the city where ZEAZONZ is situated for the resolution of any disputes or legal matters pertaining to this agreement.

1. Commencement of Agreement

   These Terms of Use shall commence when you accept them. At the conclusion of each Subscription Period for your use of the Service, it shall automatically renew for additional terms of the same length at the prices communicated to you at least thirty (30) days prior to the end of that Subscription Period, or at the same prices as the prior Subscription Period if no new prices are provided, until terminated by either you or us with at least thirty (30) days' written notice prior to the end of each such Subscription Period. You are hereby notified of your obligation to reinstate the Subscription that was terminated by us due to a modification in pricing.

2. Termination for Material Breach

   Either party may terminate these Terms of Use upon providing thirty (30) days' prior written notice to the other party for a material breach that remains uncured at the expiration of such notice period.

3. Termination Due to Bankruptcy or Insolvency

   These terms may also be terminated if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.

4. Consequences of Termination

   Upon termination of these Terms for any reason

   1. You shall immediately cease using the Service.
   2. You shall pay in full all Fees due upon termination.
   3. You shall return or destroy all copies of our Confidential Information.

5. Access to Service after Termination

   Upon the expiration or termination of these Terms for any cause, your account shall be duly deactivated, resulting in the immediate unavailability of all Contact Information to you. However, within a ninety (90) days period subsequent to such occurrence, you shall possess the capacity to reactivate your account via our website. During this reactivation process, we will grant you temporary access to the Service, exclusively for the purpose of retrieving your Content, thereby facilitating a smooth transition out of the Service. In the event of account termination for reasons other than subscription renewal, utilization of our service beyond a period of ninety (90) days from termination is precluded. After such a 90-day period, we shall, unless legally prohibited and except for archival backup purposes, have the right, but not the obligation, to delete all such data and Content in our possession or control.

6. Payment Obligations upon Termination

   Upon termination of this Agreement for any reason, you shall pay all fees owed to us that have accrued through the effective date of termination in accordance with these Terms. However, if termination arises due to our modification of the Service, breach of the Agreement, or breach of warranty, we shall refund a prorated amount equal to the prepaid Subscription fees covering the whole months that would have remained in your Subscription Term following the effective date of such early termination.

7. Survival of Provisions

   All provisions of these Terms which by their nature should survive cancellation or termination shall indeed survive cancellation or termination.

1. User's Grant of Rights

   You hereby grant Us the right, throughout the Term of this agreement, to showcase Your trademarks or Logo on our website and marketing materials solely for the purpose of identifying You as a valued customer.

1. Obligations and Acknowledgement

   If You purchase Professional Services, You shall assume specific obligations and acknowledge that failure to fulfil these obligations may result in delays in performance under this Agreement. Any such delays caused by You may result in additional charges. In the event of termination of the Professional Services component of the Order due to a breach of this section, no refunds of Professional Services fees shall be provided.

2. Your Responsibilities

   You shall undertake the following responsibilities:

   1. Provide access to the necessary resources and facilities required for Us to fulfill the Professional Services.
   2. Offer Us reasonable support, including access to facilities, resources, and employees, as well as timely decisions and approvals essential for Us to complete the tasks agreed upon by both parties within ninety (90) days of the Order Form Effective Date.
   3. Assign specific personnel ("Project Sponsor") who will act as Our executive-level contact. The Project Sponsor shall possess full authority to act on Your behalf, including but not limited to: (a) making major project decisions related to Professional Services; (b) identifying and securing timely resources for performing responsibilities outlined in the order, subsequent project resource plans, or roles and responsibilities document; and (c) communicating the project's goals and benefits to the organization.
   4. Configure Your management systems to facilitate the transmission of Customer Materials to Us.
   5. Provide access to Your directory service or a list of Users for provisioning in Our Service platform.
   6. Furnish a list of services and teams for provisioning.
   7. Collaborate with Us to establish and provide escalation policies, along with associated schedules.

1. Audit Rights

   You hereby consent to Our entitlement, at Our own expense and upon reasonable prior notice, to conduct audits of Your pertinent books, records, and logs pertaining to the utilization of the Services in order to substantiate Your adherence to the terms outlined in this Agreement. We retain the discretion to initiate the audit process either by directly inspecting Your records or by requesting a written certification from You, confirming Your compliance with the applicable Usage Limits.

2. Underpayment Discovery

   In the event that an audit reveals an underpayment of fees for the reviewed period, based on actual usage, You acknowledge and agree, without limiting any other remedies available to Us, to promptly remit to Us the amount corresponding to the underpayment.

3. Survival of Section 24

   This Section 24 (Audits) shall persist and remain in effect beyond the termination or expiration of this Agreement for a duration of two (2) years.

These audit provisions serve to ensure transparency and adherence to the terms and conditions of this Agreement between both parties.

1. Compliance with Policies and Laws

   You shall exclusively employ the Services in strict accordance with Callgoose policies, including Callgoose's Acceptable Use Policy ("AUP "), accessible at https://www.callgoose.com/home/acceptable-use-policy , and all pertinent legal requirements, encompassing, but not restricted to, other laws.

2. Additional Service Terms

   Certain Services may be subject to supplementary Usage Limits or pricing terms distinct to that particular Service, as outlined in the Product-Specific Terms available at https://www.callgoose.com/home/product-specific-terms . We reserve the right to periodically update these Product-Specific Terms at Our sole discretion, as stipulated in Section 18 of this Agreement.

3. Governing Law

   This Agreement shall be construed in accordance with and governed by the laws of Singapore.

4. Assignment and Delegation

   You are expressly prohibited from assigning, sublicensing, delegating, or transferring any of Your rights or obligations under this Agreement without obtaining Our prior written consent. Conversely, We retain the authority to assign this Agreement at Our sole discretion.

5. Binding Agreement

   This Agreement shall be binding upon and confer benefits upon the parties hereto, their successors, and permitted assigns.

6. Severability

   Should any provision of this Agreement be deemed invalid or unenforceable, such provision shall be construed to mirror the original intent of the parties, while the remainder of this Agreement shall remain fully effective and operational.

7. Entire Agreement

   This Agreement embodies the entire understanding and Agreement between the parties pertaining to the subject matter herein and supersedes all prior and concurrent Agreements or understandings.

8. Waiver

   The failure of either party to enforce any provisions of this Agreement shall not be construed as a waiver of the right of such party to subsequently enforce such provisions.

9. Independent Contractors

   The parties to this Agreement are autonomous contractors, and no agency, partnership, joint venture, employment, or analogous relationship shall be inferred or established between them. Neither party possesses the authority to bind the other or assume any obligations on its behalf.

10. Notices

    Notifications mandated hereunder shall be considered effective upon their dispatch via Contact Us. These miscellaneous terms encompass critical aspects of our Agreement, including compliance, assignment, and governing law, among others.