Please read carefully this Tealeco Cloud Agreement (this “Agreement”), which contains the terms and conditions that govern your access to and use of the Tealeco Services (as defined below) and is an agreement between Intelogico, Inc., a Canadian Corporation located at 190 Murray, Montreal, Quebec, Canada (also referred to as “Tealeco”, “Intelogico”, “Intelogico Inc”, “we,” “us,” or “our”) and you or the entity you represent (“Customer,” “you,” or “your”).
By accessing or using the Tealeco Services (“Acceptance”), you will create a legally enforceable contract where you agree to be bound by all terms and conditions of this agreement without modification. This Agreement takes effect on Acceptance and access to our services (the “Effective Date”). You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity. Please see Section 12 for definitions of certain capitalized terms used in this Agreement.
IF YOU CANNOT OR DO NOT AGREE TO ALL TERMS AND CONDITIONS IN THIS AGREEMENT, YOU ARE PROHIBITED AND SHOULD NOT USE THE TEALECO SERVICES.
1. Definitions:
Please see Section 12 for definitions of certain capitalized terms used in this Agreement.
2. Orders:
Customer may order Services by submitting electronically an Order in the format provided by Tealeco on the Tealeco website or our sales team; and for subsequent orders and additional services, via the Administrative Portal, a support ticket or your account manager. The Order will identify the Services requested by Customer together with: (i) the price for each Service; (ii) scheduled Start Date; (iii) and products leased, licensed or sold to Customer, if any.
An Order will become binding when it is executed by the Customer and accepted by Tealeco/Intelogico Inc. We may accept an Order by commencing performance of the requested Services. The Services will begin on the Start Date, as identified in the applicable Order.
We offer voice (Business telephony system), chat and video meetings services. A full description of our services is available on our website. You can as well talk to our sales or support teams for extra information.
The Term of this Agreement will commence on the Effective Date and continue until the last Order Form terminates or expires. Upon expiration of the Initial Term, recurring Services will automatically renew for successive periods of the same length as the Initial Term (each a “Renewal Term”) unless either Party gives notice of non-renewal at least thirty (30) days before the expiration of the Initial Term or the then-current Renewal Term. The term of any recurring Services added to the Account after the initial Order is submitted will start on the Start Date of the subsequent Order, will run conterminously with the then-current term of any pre-existing Services, and will be billed on the same billing cycles as the pre-existing Services.
3. Payment
All prices are identified in CAD dollars on the website or Administrative Portal. Additional charges may result if Customer activates additional features, exceeds usage thresholds, or purchases additional Services or equipment. Customer will be liable for all charges resulting from use of the Services on its Account.
Recurring charges for the Services begin on the Start Date, and will continue for the Term. We will provide notice of any proposed increase in such charges no later than thirty (30) days before the end of the Initial Term or then-current Renewal Term, and any such increase will be effective on the first day of the next Renewal Term. International Outbound calling rates (if any) will be applied based on the rate in effect at the time of use. Customer may locate the currently effective rates in the Administrative Portal.
All Services and equipment must be purchased via valid credit or debit card at the time of purchase. By providing a valid credit or debit card, Customer is expressly authorizing all Services and equipment charges and fees to be charged to such payment card, including recurring payments billed on a monthly or annual basis. In addition, Customer’s supplied credit card shall be used for any in-month purchases of additional services and products, or where Customer has exceeded usage or threshold limits, or any overage charges. Credit and debit card payments are subject to the approval of the card issuer, and we will not be liable in any way if a card issuer refuses to accept a credit or debit card for any reason. Customer is responsible for any credit card chargeback or similar fees for refused or rejected payments that we are entitled to charge under this Agreement. Unless otherwise stated at the time of purchase or on the invoice, payment is due in full, without deduction or set-off, within thirty (30) days of the date on the invoice. Any payment not made when due will be subject to a late payment fee equivalent to the lesser of (i) one and a half percent (1.5%) per month; or (ii) the highest rate allowed by Law. Our acceptance of late or partial payments (regardless of how they are marked or designated (including without limitation as ‘Paid in Full’, ‘Accord and Satisfaction’, or similarly)) will not waive, limit, or prejudice in any way our rights to collect any amount due. We may terminate the Services and this Agreement for non-payment if any fees or charges are not paid within thirty (30) days of the due date.
All rates, fees, and charges are exclusive of applicable Taxes, for which Customer is solely responsible. Taxes may vary based on jurisdiction and the Services provided.
If a Customer reasonably and in good faith disputes any portion of our charges, it must provide written notice to Intelogico Inc within thirty (30) days of the invoice date, identifying the reason for the dispute and the amount being disputed. Customer’s dispute as to any portion of the invoice will not excuse Customer’s obligation to timely pay the undisputed portion of the invoice. Upon resolution, Customer must pay any unpaid amounts within thirty (30) days. Any amounts that are found to be in error resulting in an overpayment by the Customer will be applied as a billing credit against future charges. Customer will be reimbursed any outstanding billing credits at the expiration or termination of this Agreement using the same payment method that the customer originally used.
4. Support of the service:
We expect the customer to provide all first-tier support to Customer’s End Users. We will make second-tier remote support available to Customer’s Helpdesk personnel and/or Account Administrators via the Support center, which will be available 24/7, to attempt to resolve technical issues with, and answer questions regarding the use of the Services. Onsite and implementation services are not included in the Tealeco Customer support plan. If a customer requires on site support, we can provide this through our professional service team or through a sub contractor for an extra cost.
5. Use of the service:
As requirements, all Tealeco services requires sufficient Internet access, networks and power to operate. We will not be responsible or liable for any failure in the Tealeco Services resulting from or attributable to (a) usage in excess of the usage for which you have ordered pursuant to an applicable Order Form, (b) failures in any telecommunications, network or other service or equipment that are not within our reasonable control, (c) your products, services, negligence, acts or omissions, (d) any force majeure or other cause beyond our reasonable control, (e) scheduled maintenance or (f) unauthorized access, breach of firewalls or other hacking by third parties, except to the extent such access, breach or hacking is caused by our negligence or willful misconduct.
In addition, we expect customer to use the services in accordance with the law. We will terminate any service if we reasonably suspect fraudulent or illegal activity in the Customer’s Account, material breach of the Acceptable Use Policy, or use of the Services that could interfere with the functioning of Tealeco Network, provided such suspension or limitation may only be to the extent reasonably necessary to protect against the applicable condition, activity, or use. We will promptly remove the suspension or limitation as soon as the condition, activity or use is resolved and mitigated in full. If we suspend your right to access or use any portion or all of the Services: (a) you remain responsible for all fees and charges you incur during the period of suspension; and (b) you will not be entitled to any service credits under the SLA for any period of suspension.
6. Termination of the service:
You may terminate this Agreement for any reason by providing us notice and closing your account for all Tealeco Services for which we provide an account closing mechanism. We may terminate this Agreement for any reason by providing you at least 60 days’ advance notice.
Either party may terminate this Agreement immediately in the event the other party commits a material breach of this Agreement and fails to remedy that breach within thirty (30) days of receipt of notice of material breach.
We may terminate this Agreement upon written notice to you in the event of your (a) unauthorized use of the Tealeco Services, (b) failure to make timely payment to us, (c) violation of Section 5, or (d) should the Tealeco Services become, or in our reasonable opinion is likely to become, the subject of a claim of intellectual property infringement or trade secret misappropriation.
7. Intellectual property:
Except for the licenses explicitly granted in this Agreement, all right, title and interests in and to the intellectual property and proprietary rights of whatever nature in the Tealeco Services, including derivative works, are and shall remain the exclusive property of Intelogico Inc and/or our licensors, and nothing in this Agreement should be construed as transferring any aspects of such rights to you or any third party. We and our licensors reserve any and all rights not expressly granted in this Agreement. Tealeco, Tealeco chat and Tealeco meet are pending trademarks of Intelogico, Inc., and shall not be used by you without our express authorization.
8. Confidentiality:
During the Term of this Agreement and for at least one (1) year thereafter, the Receiving Party shall hold the Disclosing Party’s Confidential Information in confidence, shall use such Confidential Information only for the purpose of fulfilling its obligations under this Agreement, and shall use at least as great a standard of care in protecting the Confidential Information as it uses to protect its own Confidential Information.
Each Party may disclose Confidential Information only to those of its employees, agents or subcontractors who have a need to it in order to perform or exercise such Party’s rights or obligations under this Agreement and who are required to protect it against unauthorized disclosure in a manner no less protective than required under this Agreement. Each Party may disclose the other Party’s Confidential Information in any legal proceeding or to a governmental entity as required by Law.
These restrictions on the use or disclosure of Confidential Information do not apply to any information which is independently developed by the Receiving Party or lawfully received free of restriction from another source having the right to so furnish such information; after it has become generally available to the public without breach of this Agreement by the Receiving Party; which at the time of disclosure was already known to the Receiving Party, without restriction as evidenced by documentation in such Party's possession; or which the Disclosing Party confirms in writing is free of such restrictions.
Upon termination of this Agreement, the Receiving Party will promptly delete, destroy or, at the Disclosing Party’s request, return to the Disclosing Party, all Disclosing Party’s Confidential Information in its possession, including deleting or rendering unusable all electronic files and data that contain Confidential Information, and upon request will provide the Disclosing Party with certification of compliance with this subsection.
9. Data:
Customer data and privacy is our priority. We will treat your customer privacy in accordance to the privacy notice available at Tealeco.com.
We will take commercially reasonable precautions, including, without limitation, technical (e.g., firewalls and data encryption), administrative and physical measures, to help safeguard Customer’s Account, Data, and Customer Content against unauthorized use, disclosure, or modification.
Customer must protect all End Points using industry-standard security measures. Customer is solely responsible to keep all user identifications and passwords secure. Customer must monitor use of the Services for possible unlawful or fraudulent use. Customer must notify us immediately if Customer becomes aware or has reason to believe that the Services are being used fraudulently or without authorization by any End User or third party. Failure to notify us may result in the suspension or termination of the Services and additional charges to Customer resulting from such use. We will not be liable for any charges resulting from unauthorized use of Customer’s Account.
For software updates, Customer must implement promptly all fixes, updates, upgrades and replacements of software and third-party software that may be provided by Tealeco Support. Tealeco will not be liable for inoperability of the Services or any other Services failures due to failure of Customer to timely implement the required changes.
10. Liability:
In no event shall Intelogico Inc have any liability for consequential, exemplary, special, indirect, incidental or punitive damages, including (without limitation) any lost profit, lost data, or business interruption, even if we have been advised of the possibility of such damages.
In any event, and notwithstanding any other provision in this agreement, the aggregate liability of Intelogico Inc for any reason and upon any cause of action under this Agreement shall be limited to the amount paid to us during the ninety (90) days prior to when the cause of action arose.
11. Warranty:
The Tealeco Services are provided to you "as is," without any warranties of any kind, including, but not limited to, warranties concerning the installation, use or performance of the Tealeco Services. We and our suppliers disclaim all warranties, either express or implied, including but not limited to any warranty of merchantability, non-infringement and/or fitness for a particular purpose. We and our suppliers do not warrant that the Tealeco services will meet your requirements or that the operation thereof will be uninterrupted or error-free, or that errors will be corrected.
12. Dispute:
Any dispute or claim relating in any way to your use of the Tealeco Services will be resolved by binding arbitration rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this Agreement. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would. We and you agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration we and you waive any right to a jury trial. Notwithstanding the foregoing we and you both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.
13. MISCELLANEOUS:
13.1 Severability. If any part of this Agreement is held by a court of competent jurisdiction to be illegal or unenforceable, the validity or enforceability of the remainder of this Agreement shall not be affected and such provision shall be deemed modified to the minimum extent necessary to make such provision consistent with applicable law and, in its modified form, such provision shall then be enforceable and enforced.
13.2 Assignment. You may not assign this Agreement or its rights or obligations under this Agreement to any person or party, whether by operation of law or otherwise, without our prior consent (at our sole discretion). Any attempt by you to assign this Agreement without our prior consent, where such consent is required, shall be null and void, however either Party may assign the Agreement and all of that Party’s rights and obligations thereunder without consent (a) to an Affiliate; (b) to the Party’s successor or surviving entity in connection with a merger, acquisition, consolidation, sale of all or substantially all of its assets used in connection with the provision of Services under this Agreement; or (c) as part of the transfer or disposition of more than fifty percent (50%) of a Party’s voting control or assets. Subject to the foregoing conditions, this Agreement shall be binding upon and inure to the benefit of each party and its respective successors and assigns. There are no intended third party beneficiaries of this Agreement.
13.3 Force Majeure. Except for performance of a payment obligation, neither party will be liable to the other by reason of any failure in performance of this Agreement if the failure arises out of the unavailability of communications facilities or energy sources, acts of God, acts of the other party, acts of governmental authority, fires, strikes, delays in transportation, riots, terrorism, war, or any causes beyond the reasonable control of that party.
13.4 Notices. To You. We may provide any notice to you under this Agreement by: (i) posting a notice on Tealeco Website; or (ii) sending a message to the email address then associated with your account. Notices we provide by posting on the Tealeco Website will be effective upon posting and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email.
To Us . To give us notice under this Agreement, you must contact us by personal delivery, overnight courier or registered or certified mail to mailing address, as applicable, listed on Tealeco website. Notice shall be deemed to have been received by us, and shall be effective: (a) on the fifth business day after which such Notice is deposited prepaid in the local postal system or (b) on the day received, if sent with a reputable, expedited overnight or international courier or hand delivered.
13.5 Export Law Assurances. You acknowledge that the Tealeco Services may be subject to export and import control laws, and agree to comply fully with those laws in connection with the SignalWire Services.
13.6 Regulatory and legal changes. In the event of any change in Law, regulation or industry change that would prohibit or otherwise materially interfere with Tealeco’s ability to provide Services under this Agreement, we may terminate the affected Services or this Agreement or otherwise modify the terms thereof.
13.7 Entire agreement. This Agreement together with all applicable Order Forms, and the Exhibits comprise the entire agreement between the parties regarding the subject matter hereof and supersedes and merges all prior proposals, understandings and all other agreements, oral and written, between the parties relating to the subject matter of this Agreement. We reserve the right to amend or modify this Agreement at any time and in any manner by providing reasonable notice to you. You agree that such reasonable notice may be provided by posting on the Tealeco Website; your start, registration, or download pages; email; or other written notice. Except as otherwise set forth herein, this Agreement may be amended or modified only in a writing executed by both parties. Our acceptance of any document submitted by you to us shall not be construed as an acceptance of provisions which are in any way in conflict or inconsistent with, or in addition to, this Agreement, unless such terms are separately and specifically accepted in writing by an authorized representative of Intelogico Inc.
13.8 Execution. Each Party represents and warrants that: (a) it possesses the legal right and capacity to enter into the Agreement and to perform all of its obligations thereunder; (b) the individual executing an Electronic Signature regarding the Agreement on that Party’s behalf has full power and authority to execute and deliver the same; and (c) the Agreement will be a binding obligation of that Party.
13.9 Signature. This document can be signed manually or electronically. Each Party agrees that an Electronic Signature, whether digital or encrypted, is intended to authenticate this Agreement and to have the same force and effect as manual signatures.
13.10 Publicity and Endorsement. During the Term of this Agreement, we may issue a press release in which we announce you have subscribed to the Tealeco Services. You, at your discretion, may also issue a press release about the mutually agreed content. Neither party shall release its press release without first providing such press release to the other party for its review and approval, which approval shall not be unreasonably withheld or delayed. You hereby consent to inclusion of your name and logo in client lists and marketing materials that may be published as part of Tealeco’s marketing and promotional efforts.
14. Definition:
1. “Account” means the numbered account established with Tealeco and associated with Customer and the Services provided to Customer under this Agreement. For billing and convenience purposes, multiple services, or End Users may be included in a single billing account, and/or a single Customer may have multiple billing accounts encompassing different geographic locations, business units, or other designations as requested by Customer and accepted by Tealeco.
2. “Account Administrator” means the person(s) who have been granted authority by Customer to set up, amend, or otherwise control settings and/or make additional purchases for the Account via the Administrative Portal. Account Administrators may have varying levels of Account rights, skills, or permissions.
3.“Administrative Portal” means the online administrative portal through which Account Administrators control settings and/or make additional purchases for the Account.
4. “Confidential Information” means any information disclosed by or on behalf of the Disclosing Party) to the Receiving Party that should reasonably be considered as confidential given the nature of the information and the circumstances surrounding its disclosure.
5. “Effective Date” means the date of execution of the initial Order.
6. “Electronic Signature” means an electronic sound, symbol, or process, including clicking a digital button to accept, attached to or logically associated with a contract or other record and executed or adopted by a person with the intent to sign the record.