Terms of Service

EFFECTIVE DATE: December 1st, 2023

These MissNoCalls Subscription Terms of Service (“Agreement”) are entered into by and between MissNoCalls LLC (“MissNoCalls”) and the entity or person visiting MissNoCalls’s website, placing an order, or accessing any Services (“Customer” or “you”).

1. Acceptance of Terms

BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING ANY SERVICES, YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT USE ANY SERVICES. FOR CLARITY, EACH PARTY EXPRESSLY AGREES THAT THIS AGREEMENT IS LEGALLY BINDING UPON IT.

2. Definitions

• “Affiliate” means any entity under the control of Customer where “control” means ownership of or the right to control greater than 50% of the voting securities of such entity.
• “AUP” means MissNoCalls’s Acceptable Use Policy, available [HERE] or a successor URL, incorporated into these terms by this reference.
• “Beta Offerings” means pre-release services, features, or functions identified as alpha, beta, preview, early access, or words or phrases with similar meanings.
• “Contractor” means an independent contractor or consultant who is not a competitor of MissNoCalls.
• “Customer Data” means any data of any type that is submitted to the Services by or on behalf of Customer.
• “Customer Properties” means Customer’s websites, apps, or other offerings owned and operated by (or for the benefit of) Customer through which Customer uses the Services.
• “Dashboard” means MissNoCalls’s user interface for accessing and administering the Services that Customer may access via the web or the MissNoCalls Apps.
• “Documentation” means the technical user documentation provided with the Services.
• “Feedback” means comments, questions, suggestions, or other feedback relating to any MissNoCalls product or service. Feedback does not include any Customer Data.
• “Intellectual Property Rights” include all valid patents, trademarks, copyrights, trade secrets, moral rights, and other intellectual property rights, as may exist now or hereafter come into existence, and all renewals and extensions thereof, and all improvements to any of the foregoing, regardless of whether any of such rights arise under the laws of any state, country, or other jurisdiction.
• “Order Form” means a written or electronic form to order the Services or an online order completed through MissNoCalls’s website.
• “People” means Customer’s end user customers, potential end user customers, and other users of and visitors to the Customer Properties.
• “Permitted User” means an employee or Contractor of Customer who is authorized to access the Service.
• “Sensitive Personal Information” means any of the following: (i) credit, debit, or other payment card data subject to the Payment Card Industry Data Security Standards (“PCI DSS”); (ii) patient, medical, or other protected health information regulated by the Health Insurance Portability and Accountability Act (“HIPAA”) not authorized or covered by any other agreement with MissNoCalls; or (iii) any other personal data of an EU citizen deemed to be in a “special category” (as identified in EU General Data Protection Regulation or any successor directive or regulation).
• “Services” means MissNoCalls’s proprietary software-as-a-service solution(s), including the Dashboard, MissNoCalls application programming interfaces (APIs), and MissNoCalls Apps, as described in the applicable Order Form or agreement.

3. MissNoCalls Services

3.1 Services Overview

MissNoCalls’s Services are an AI-powered answering service IVR offered through a single platform. The Services are designed to enable Customer to manage and automate incoming calls through advanced speech recognition and natural language processing technologies. Customer may import and export relevant data between the Services and certain Third-Party Platforms through supported integrations. The Services also include the MissNoCalls Apps for accessing and managing Customer Data.

3.1.1 Opt-In Instructions

To opt-in to MissNoCalls services, users can text a specific keyword to our short code number. By opting in, users agree to receive periodic messages related to the service.

3.1.2 Message Frequency

Users can expect to receive 1-3 of messages per week based on their subscription and interaction with the service.

3.1.3 Customer Support

For customer support, users can contact us at [email protected] or call tel:+13436445440. We are available 9-5 work days.

3.1.4 Opt-Out Instructions

To opt-out of MissNoCalls services, users can text “STOP” to our short code number. Upon receiving this message, we will confirm the opt-out and cease sending messages.

3.1.5 Message and Data Rates

Message and data rates may apply for any messages sent to users based on their mobile carrier’s plan. Users should check with their carrier for details.

3.1.6 Privacy Policy

For more details on how we handle user data, please refer to our Privacy Policy.

3.2 Provision of Services

Each Service is provided on a subscription basis for a set term designated on the Order Form (each, a “Subscription Term”). Customer will purchase and MissNoCalls will provide the specific Services as specified in the applicable Order Form.

3.3 Access to Services

Customer may access and use the Services solely for its own benefit in accordance with the terms and conditions of this Agreement, the Documentation, and any scope of use restrictions designated in the applicable Order Form. Use of, and access to, the Services is permitted only by Permitted Users.

3.4 MissNoCalls Apps

Subject to all of the terms and conditions of this Agreement, MissNoCalls grants to Customer a limited, non-transferable, non-sublicensable, non-exclusive license during any applicable Subscription Term to use the object code form of the MissNoCalls Apps internally, but only in connection with Customer’s use of the Service and otherwise in accordance with the Documentation and this Agreement.

3.5 Deployment of MissNoCalls Technology

Subject to all of the terms and conditions of this Agreement, MissNoCalls grants to Customer a limited, non-transferable, non-sublicensable, non-exclusive license during any applicable Subscription Term to use the MissNoCalls Technology provided by MissNoCalls on Customer Properties solely to support Customer’s use of the Service and otherwise in accordance with the Documentation and this Agreement.

3.6 Contractors and Affiliates

Customer may permit its Contractors and its Affiliates’ employees and Contractors to serve as Permitted Users, provided Customer remains responsible for compliance by such individuals with all of the terms and conditions of this Agreement, and any use of the Services by such individuals is for the sole benefit of Customer.

3.7 General Restrictions

Customer will not (and will not permit any third party to):

(a) rent, lease, provide access to or sublicense the Services to a third party;
(b) use the Services to provide, or incorporate the Services into, any product or service provided to a third party;
(c) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Services except to the extent expressly permitted by applicable law (and then only upon advance notice to MissNoCalls);
(d) use the Services for any telemarketing purposes or for any type of unsolicited outreach including, but not limited to, cold calling or spam-related activities;
(e) copy or modify the Services or any Documentation, or create any derivative work from any of the foregoing;
(f) remove or obscure any proprietary or other notices contained in the Services (including without limitation any notices on any reports or data printed from the Services); or
(g) publicly disseminate information regarding the performance of the Services.

3.8 MissNoCalls APIs

If MissNoCalls makes access to any APIs available as part of the Services, MissNoCalls reserves the right to place limits on access to such APIs. MissNoCalls may monitor Customer’s usage of such APIs and limit the number of calls or requests Customer may make if MissNoCalls believes that Customer’s usage is in breach of this Agreement or may negatively affect the security, operability, or integrity of the Services.

3.9 Beta Offerings

Customer may choose to use Beta Offerings in its sole discretion. Beta Offerings may not be supported and may be changed at any time without notice. Beta Offerings are not subject to the same security measures as the Service. MissNoCalls will have no liability arising out of or in connection with Beta Offerings. CUSTOMER USES BETA OFFERINGS AT ITS OWN RISK.

4. Customer Data and Customer Obligations

4.1 Data Processing by MissNoCalls

All data processing activities by the Service will be governed by the Privacy Policy incorporated by reference herein.

4.2 Rights in Customer Data

As between the parties, Customer will retain all rights, title, and interests (including any and all Intellectual Property Rights) in and to the Customer Data as provided to MissNoCalls. Subject to the terms of this Agreement, Customer hereby grants to MissNoCalls a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, modify, create derivative works of, and display the Customer Data solely to the extent necessary to provide the Services to Customer.

4.3 Storage of Customer Data

MissNoCalls agrees only that it will not intentionally delete any Customer Data from any Service prior to termination of Customer’s applicable Subscription Term and expressly disclaims all other obligations with respect to storage.

4.4 Customer Obligations

a) In General

Customer is solely responsible for the accuracy, content, and legality of all Customer Data. Customer represents and warrants to MissNoCalls that Customer has all necessary rights, consents, and permissions to collect, share, and use all Customer Data as contemplated in this Agreement (including granting MissNoCalls the rights in Section 4.2 (Rights in Customer Data) and that no Customer Data will violate or infringe any third-party Intellectual Property Rights or any Laws. Customer further represents and warrants that all Customer Data complies with the AUP. Customer will be fully responsible for any Customer Data submitted to the Services by any Person as if it was submitted by Customer.

b) Compliance with Laws

Customer agrees to comply with all applicable Laws in its use of the Services. Without limiting the generality of the foregoing, Customer will not engage in any activities using the Services that violate any laws or regulations.

c) Disclosures on Customer Properties

Customer acknowledges that the MissNoCalls Technology used on Customer Properties may collect and process personal data. Customer will include on each Customer Property a privacy policy that discloses Customer’s use of third-party tracking technology to collect data and how, and for what purposes, the data collected will be used or shared with third parties. Customer must also provide individuals with clear and comprehensive information about the storing and accessing of information on their devices where such activity occurs in connection with the Services and as required by applicable Laws.

d) Sensitive Personal Information

Customer agrees not to use the Services to collect, store, process, or transmit any Sensitive Personal Information.

e) Ethical Use of AI

All Customers agree to comply with the MissNoCalls AI Code of Ethics, which outlines principles for ethical development, deployment, and use of AI solutions. This ensures transparency, privacy, and compliance with applicable laws while supporting sustainability and fairness in all AI-related practices.

4.5 Indemnification by Customer

Customer will indemnify, defend, and hold harmless MissNoCalls from and against any and all claims, costs, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with any claim arising from or relating to any provided Services, Customer Data, Customer’s use of Third-Party Platforms, or breach or alleged breach by Customer of any obligations.

4.6 Aggregated Anonymous Data

Notwithstanding anything to the contrary herein, Customer agrees that MissNoCalls may obtain and aggregate technical and other data about Customer’s use of the Services that is non-personally identifiable with respect to Customer (“Aggregated Anonymous Data”), and MissNoCalls may use the Aggregated Anonymous Data to analyze, improve, support, and operate the Services and otherwise for any business purpose during and after the term of this Agreement.

5. Security

MissNoCalls agrees to use commercially reasonable technical and organizational measures designed to prevent unauthorized access, use, alteration, or disclosure of any Service or Customer Data. However, MissNoCalls will have no responsibility for errors in transmission, unauthorized third-party access, or other causes beyond MissNoCalls’s control.

6. Third-Party Platforms and Third-Party Integrations

6.1 Integration with Third-Party Platforms

The Services may support integrations with certain Third-Party Platforms. In order for the Services to communicate with such Third-Party Platforms, Customer may be required to input credentials. Customer is solely responsible for complying with any relevant terms and conditions of the Third-Party Platforms.

6.2 Third-Party Apps

Customer represents and warrants that Customer has agreed to the terms of service associated with any Third-Party App(s) and has created, or has authorized MissNoCalls to create on Customer’s behalf, an account in accordance with such terms and conditions, which govern Customer’s use of such Third-Party App account. MissNoCalls will have no liability for and the Third-Party App provider is solely responsible for the Third-Party App.

6.3 Third-Party Beta Releases

TO THE EXTENT A CUSTOMER USES FEATURES IN THE SERVICE THAT INTEGRATE WITH A THIRD-PARTY PLATFORM AND A CUSTOMER REQUESTS THAT MissNoCalls INTEGRATE WITH SUCH THIRD-PARTY PLATFORM’S BETA OR PRE-RELEASE FEATURES (“THIRD PARTY BETA RELEASES”), MissNoCalls WILL HAVE NO LIABILITY ARISING OUT OF OR IN CONNECTION WITH MissNoCalls’s PARTICIPATION IN SUCH THIRD PARTY BETA RELEASES OR CUSTOMER’S USE OF SUCH INTEGRATED FEATURES.

7. Ownership

7.1 MissNoCalls Technology

This is a subscription agreement for access to and use of the Services. Customer acknowledges that it is obtaining only a limited right to the Services and that irrespective of any use of the words “purchase”, “sale”, or like terms in this Agreement, no ownership rights are being conveyed to Customer under this Agreement. Customer agrees that MissNoCalls or its suppliers retain all right, title, and interest (including all Intellectual Property Rights) in and to the Services and all Documentation, integrations with the Services, and any and all related and underlying technology and documentation and any derivative works, modifications, or improvements of any of the foregoing, including as may incorporate Feedback (collectively, “MissNoCalls Technology”). Except as expressly set forth in this Agreement, no rights in any MissNoCalls Technology are granted to Customer.

7.2 Feedback

Customer, from time to time, may submit Feedback to MissNoCalls. MissNoCalls may freely use or exploit Feedback in connection with the Service.

8. Subscription Term, Fees & Payment

8.1 Subscription Term and Renewals

Unless otherwise specified on the applicable Order Form, each Subscription Term for a 12-month subscription will automatically renew for additional twelve-month periods, and each Subscription Term for a 30-day subscription will automatically renew for additional thirty-day periods. Either party may cancel the subscription at any time prior to the scheduled renewal date. If cancellation occurs, renewal will not take place.

8.2 Fees and Payment

All fees are as set forth in the applicable Order Form or Agreement and will be paid by Customer within thirty (30) days of the invoice, unless otherwise specified in the applicable Order Form or Agreement. All fees are non-refundable. Customer is responsible for paying all Taxes.

8.3 Payment

If you are purchasing the Services via credit card, debit card, or other payment card (“Credit Card”), the following terms apply:

a) Recurring Billing Authorization

By providing Credit Card information and agreeing to purchase any Services, Customer hereby authorizes MissNoCalls (or its designee) to automatically charge Customer’s Credit Card on the same date of each calendar month (or the closest prior date, if there are fewer days in a particular month) during the Subscription Term for all fees accrued as of that date (if any). The amount billed and charged each month may vary depending on Customer’s use of the Services and may include subscription fees for the remainder of Customer’s applicable billing period and overage fees for the prior month.

b) Foreign Transaction Fees

Customer acknowledges that for certain Credit Cards, the issuer of Customer’s Credit Card may charge a foreign transaction fee or other charges.

c) Invalid Payment

If a payment is not successfully settled due to expiration of a Credit Card, insufficient funds, or otherwise, Customer remains responsible for any amounts not remitted to MissNoCalls and MissNoCalls reserves the right to terminate Services and this Agreement.

d) Changing Credit Card Information

At any time, Customer may change its Credit Card information.

e) Termination of Recurring Billing

In addition to any termination rights set forth in this Agreement, Customer may terminate the Subscription Term by sending MissNoCalls notice of non-renewal or by terminating via the “Account” page on the Dashboard, with termination effective at the end of the current Subscription Term. As set forth in Section 3.9 (Beta Offerings), if Customer does not enter into a paid Subscription Term following a Trial Period, this Agreement and Customer’s right to access and use the Services will terminate at the end of the Trial Period and Customer’s Credit Card will not be charged.

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f) Payment of Outstanding Fees

Upon any termination or expiration of the Subscription Term, MissNoCalls will charge Customer for any outstanding fees for Customer’s use of the Services during the Subscription Term, after which MissNoCalls will not charge Customer for any additional fees.

8.4 Suspension of Service

If Customer’s account is thirty (30) days or more overdue, MissNoCalls reserves the right to suspend Customer’s access to the Service without liability until such amounts are paid in full. MissNoCalls also reserves the right to suspend Customer’s access to the Services without liability if Customer’s use of the Services is in violation of the AUP.

9. Term and Termination

9.1 Term

This Agreement is effective as of the Effective Date and expires on the date of expiration or termination of all Subscription Terms.

9.2 Termination for Cause

Either party may terminate this Agreement if the other party (a) fails to cure any material breach of this Agreement within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter).

9.3 Effect of Termination

Upon any expiration or termination of this Agreement, Customer will immediately cease any and all use of and access to all Services (including any and all related MissNoCalls Technology) and delete (or, at MissNoCalls’s request, return) any and all copies of the Documentation, any MissNoCalls passwords or access codes, and any other MissNoCalls Confidential Information in its possession. Customer acknowledges that following termination, it will have no further access to any Customer Data input into any Service, and that MissNoCalls may delete any such data as may have been stored by MissNoCalls at any time.

9.4 Survival

The following Sections will survive any expiration or termination of this Agreement: 3.7 (General Restrictions), 3.9 (Beta Offerings), 4.3 (Storage of Customer Data), 4.5 (Indemnification by Customer), 4.6 (Aggregated Anonymous Data), 7 (Ownership), 8.2 (Fees and Payment), 8.3 (Payment), 9 (Term and Termination), 10.2 (Warranty Disclaimer), 13 (Limitation of Remedies and Damages), 14 (Indemnification), 15 (Confidential Information), and 17 (General Terms).

10. Limited Warranty

10.1 Limited Warranty

MissNoCalls warrants, for Customer’s benefit only, that each Service will operate in substantial conformity with the applicable Documentation. MissNoCalls’s sole liability (and Customer’s sole and exclusive remedy) for any breach of this warranty will be, at no charge to Customer, for MissNoCalls to use commercially reasonable efforts to correct the reported non-conformity, or if MissNoCalls determines such remedy to be impracticable, either party may terminate the applicable Subscription Term and Customer will receive as its sole remedy a refund of any fees Customer has pre-paid for use of such Service for the terminated portion of the applicable Subscription Term. The limited warranty set forth in this Section 10.1 will not apply: (i) unless Customer makes a claim within thirty (30) days of the date on which Customer first noticed the non-conformity, (ii) if the error was caused by misuse, unauthorized modifications, or third-party hardware, software, or services, or (iii) to use provided on a no-charge, trial, or evaluation basis.

10.2 Warranty Disclaimer

EXCEPT FOR THE LIMITED WARRANTY IN SECTION 10.1, ALL SERVICES ARE PROVIDED “AS IS”. NEITHER MissNoCalls NOR ITS SUPPLIERS MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. MissNoCalls DOES NOT WARRANT THAT CUSTOMER’S USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, NOR DOES MissNoCalls WARRANT THAT IT WILL REVIEW THE CUSTOMER DATA FOR ACCURACY OR THAT IT WILL PRESERVE OR MAINTAIN THE CUSTOMER DATA WITHOUT LOSS OR CORRUPTION. MissNoCalls SHALL NOT BE LIABLE FOR THE RESULTS OF ANY COMMUNICATIONS SENT OR ANY COMMUNICATIONS THAT WERE FAILED TO BE SENT USING THE SERVICES. MissNoCalls SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES, OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF MissNoCalls. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.

11. Limitation of Remedies and Damages

11.1 Consequential Damages Waiver

EXCEPT FOR EXCLUDED CLAIMS (DEFINED BELOW), NEITHER PARTY (NOR ITS SUPPLIERS) SHALL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

11.2 Liability Cap

EXCEPT FOR EXCLUDED CLAIMS (DEFINED BELOW), EACH PARTY’S ENTIRE LIABILITY TO THE OTHER ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID OR PAYABLE BY CUSTOMER TO MissNoCalls DURING THE PRIOR TWELVE (12) MONTHS UNDER THIS AGREEMENT.

11.3 Excluded Claims

“Excluded Claims” means any claim arising (a) from Customer’s breach of Section 3.7 (General Restrictions); (b) under Section 4.4 (Customer Obligations) or 4.5 (Indemnification by Customer); or (c) from a party’s breach of its obligations in Section 15 (Confidential Information) (but excluding claims arising from operation or non-operation of any Service or relating to Customer Data).

11.4 Nature of Claims and Failure of Essential Purpose

The parties agree that the waivers and limitations specified in this Section 11 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise and will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

12. Confidential Information

Each party (as “Receiving Party”) agrees that all code, inventions, know-how, business, technical and financial information it obtains from the disclosing party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any MissNoCalls Technology, performance information relating to any Service, and the terms and conditions of this Agreement will be deemed Confidential Information of MissNoCalls without any marking or further designation. Except as expressly authorized herein, the Receiving Party will (1) hold in confidence and not disclose any Confidential Information to third parties and (2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Agreement. The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including, for MissNoCalls, the subcontractors referenced in Section 17.8 (Subcontractors)), provided that such representatives are bound to confidentiality obligations no less protective of the Disclosing Party than this Section 12 and that the Receiving Party remains responsible for compliance by any such representative with the terms of this Section 12. The Receiving Party’s confidentiality obligations will not apply to information that the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may make disclosures to the extent required by law or court order, provided the Receiving Party notifies the Disclosing Party in advance and cooperates in any effort to obtain confidential treatment. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.

13. Publicity

MissNoCalls may, upon Customer’s prior written consent, use Customer’s name to identify Customer as a MissNoCalls customer of the Service, including on MissNoCalls’s public website. MissNoCalls agrees that any such use shall be subject to MissNoCalls complying with any written guidelines that Customer may deliver to MissNoCalls regarding the use of its name and shall not be deemed Customer’s endorsement of the Service.

14. General Terms

14.1 Assignment

This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign this Agreement without the advance written consent of the other party, except that either party may assign this Agreement in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of such party’s assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 14.1 will be null and void.

14.2 Severability

If any provision of this Agreement will be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement will otherwise remain in effect.

14.3 Governing Law; Dispute Resolution

a) Direct Dispute Resolution

In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement, whether arising in contract, tort or otherwise, (“Dispute”), the parties shall first use their best efforts to resolve the Dispute. If a Dispute arises, the complaining party shall provide written notice to the other party in a document specifically entitled “Initial Notice of Dispute,” specifically setting forth the precise nature of the dispute (“Initial Notice of Dispute”). Following receipt of the Initial Notice of Dispute, the parties shall consult and negotiate with each other in good faith and, recognizing their mutual interest, attempt to reach a just and equitable solution of the Dispute that is satisfactory to both parties (“Direct Dispute Resolution”). If the parties are unable to reach a resolution of the Dispute through Direct Dispute Resolution within thirty (30) days of the receipt of the Initial Notice of Dispute, then the Dispute may subsequently be resolved in a court of law as set forth below.

b) Choice of Law and Jurisdiction

FOR ANY CLAIM WHICH IS NOT SUBJECT TO THIS DISPUTE RESOLUTION PROVISION, CUSTOMER AGREES TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE STATE AND FEDERAL COURTS LOCATED WITHIN MASSACHUSETTS. IN ANY DISPUTE, MASSACHUSETTS LAW SHALL APPLY.

c) Construction and Joinder

THIS AGREEMENT MUST BE CONSTRUED AS IF IT WAS JOINTLY WRITTEN BY BOTH PARTIES. BOTH CUSTOMER AND MissNoCalls AGREE THAT EACH MAY BRING OR PARTICIPATE IN CLAIMS AGAINST THE OTHER ONLY IN THEIR RESPECTIVE INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS. NO ARBITRATION OR CLAIM UNDER THIS AGREEMENT SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SERVICES, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. IN THE EVENT OF ANY DISPUTE CONCERNING THE VALIDITY OR ENFORCEABILITY OF THIS PROVISION, SUCH CLAIM MUST BE ADJUDICATED BY A COURT AND NOT BY AN ARBITRATOR.

d) Injunctive Relief

Notwithstanding the above provisions, MissNoCalls may apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

14.4 Notice

Any notice or communication required or permitted under this Agreement will be in writing to the parties at the addresses set forth in the Order Form or at such other address as may be given in writing by either party to the other in accordance with this Section and will be deemed to have been received by the addressee (i) if given by hand, immediately upon receipt; (ii) if given by overnight courier service, the first business day following dispatch or (iii) if given by registered or certified mail, postage prepaid and return receipt requested, the second business day after such notice is deposited in the mail.

14.5 Amendments; Waivers

Except as provided under “Modifications to this Agreement” and otherwise provided herein, no supplement, modification, or amendment of this Agreement will be binding, unless executed in writing by a duly authorized representative of each party to this Agreement. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived. No provision of any purchase order or other business form employed by Customer will supersede the terms and conditions of this Agreement, and any such document relating to this Agreement will be for administrative purposes only and will have no legal effect.

14.6 Entire Agreement

This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. Customer acknowledges that the Services are on-line, subscription-based products, and that in order to provide improved customer experience MissNoCalls may make changes to the Services and will update the applicable Documentation accordingly. The support and service level availability terms described in applicable policies may be updated from time to time upon reasonable notice to Customer to reflect process improvements or changing practices (but the modifications will not materially decrease MissNoCalls’s obligations as compared to those reflected in such terms as of the Effective Date).

14.7 Force Majeure

Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events that occur after the signing of this Agreement and that are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.

14.8 Subcontractors

MissNoCalls may use the services of subcontractors and permit them to exercise the rights granted to MissNoCalls in order to provide the Services under this Agreement, provided that MissNoCalls remains responsible for (i) compliance of any such subcontractor with the terms of this Agreement, (ii) for the overall performance of the Services as required under this Agreement, and (iii) compliance with the terms of the DPA.

14.9 Subpoenas and Lawful Disclosures

Nothing in this Agreement prevents MissNoCalls from disclosing Customer Data to the extent required by law, subpoenas, or court orders. MissNoCalls will make reasonable efforts to notify Customer of subpoenas and lawful disclosures when permitted to do so.

14.10 Independent Contractors

The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.

14.11 Export Control

In its use of the Services, Customer agrees to comply with all export control and economic sanctions and any relevant import laws and regulations of the United States and other applicable jurisdictions.

14.12 Counterparts

This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will be considered one and the same agreement.