1. DESCRIPTION AND LIMITATIONS OF SERVICES.
CalltoTrack will provide to the following services (collectively, the “Services”):
1. Call order tracking services as provided by our plans at https://calltotrack.com/
2. The time for the services is limited by the remaining time in your plan. You can view your time in your account.
3. Support tickets will be assigned to a technical support engineer based on the ticket Priority assigned by technical support agent. Support tickets are assigned to a technical support agent during technical support hours in the order in which they are received.
4. Each support request must come either through our ticketing platform, an email to firstname.lastname@example.org.
5. There are no guarantee in ticket handling, processing, and response time.
2. ACCESS TO DATA AND COMPUTER.
On request, Service Recipient agrees to provide CalltoTrack with access to the software codes via FTP, and to their database via an SQL provider. Service Recipient also agrees to provide CalltoTrack with access to their PrestaShop Back Office Panel. Recipient further agrees to provide Service Provider with access to Service Recipients hosting solution, or computer system and allow sufficient connection time to enable Service Provider to duplicate the problem, determine that it results from the Software, and, after corrective action or replacement has taken place, determine that the problem has been alleviated. For all these access the recipient agrees to provide CalltoTrack with a connection address (URL), and username, and a password.
The Contract may be terminated by the Service Recipient upon 30 days prior written notice to Service Provider however, no refunds will be issued. Service Provider may elect to terminate this contract at anytime, and will issue a pro-rated refund based on the number of service hours provided, or the time elapsed during the contract, whichever one is lower. Service Provider will not provide this pro-rated refund if any modifications of the Software was made by Service Recipient or to any computer program incorporating all or any part of the Software.This Agreement is concluded for a term of (1) year (the Initial Term) from the date of purchase hereof (Effective Date) and of the receipt of Service Recipient’s payment, as provided to this Agreement, and is renewable automatically for subsequent terms of (1) year each. This means that hours purchased will expire after the term of (1) year.
4. GENERAL WARRANTY.
CalltoTrack shall provide its services and meet its obligations under this Contract in a timely and workmanlike manner, using knowledge and recommendations for performing the services which meet generally acceptable standards in PrestaShop’s community and region, and will provide a standard of care equal to, or superior to, care used by service providers similar to PrestaShop on similar projects. Service Provider shall not be liable for any delay in performance directly or indirectly resulting from acts of Service Recipient, its agents, employees, or subcontractors.
The occurrence of any of the following shall constitute a material default under this Contract:
a. The failure to make a required payment when due.
b. The insolvency or bankruptcy of either party.
c. The subjection of any of either party’s property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency.
d. The occurrence of a default on the part of the Service Recipient of the Contract pursuant to which Service Recipient obtained the Software.
In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Contract (including without limitation the failure to make a monetary payment when due), the other party may terminate the Contract by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have ten days from the effective date of such notice to cure the default(s). Unless waived by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Contract.
7. DATA LOSS.
To the extent not prohibited by applicable law, CalltoTrack is not liable for any direct, indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to, damages for loss of profits, revenue, goodwill, use, data, electronically transmitted orders, or other economic advantage (even if CalltoTrack has been advised of the possibility of such damages), however caused and regardless of the theory of liability, arising out of or related to: – the use of or the inability to use the services, – the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the services, – unauthorized access to or alteration of your transmissions or data – statements or conduct of any third party on the services and CalltoTrack, or – any other matter relating to the services. You have sole responsibility for adequate protection and backup of data and/or equipment used in connection with the Website and will not make a claim against CalltoTrack for lost data, re-run time, inaccurate output, work delays or lost profits resulting from the use of the materials, or from the technical support that you are purchasing. You agree to hold CalltoTrack harmless from, and you covenant not to CalltoTrack for, any claims based on using the Website, or the technical support work provided or receive
Sometime during website upgrades, fixes, or any technical support work can result in Data Loss. You are responsible for backing-up your data prior to hiring us for technical support. You are the sole person responsible for your data, both files and database.
8. FORCE MAJEURE.
If performance of this Contract or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.
Any controversies or disputes arising out of or relating to this Contract shall be resolved by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association. The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this Contract. In the event the parties are unable to agree to such a selection, each party will select an arbitrator and the two arbitrators in turn shall select a third arbitrator, all three of whom shall preside jointly over the matter. The arbitration shall take place in Nashville Tennessee, United States of America, unless mutually agreed upon by the parties. All documents, materials, and information in the possession of each party that are in any way relevant to the dispute shall be made available to the other party for review and copying no later than 30 days after the notice of arbitration is served. The arbitrator(s) shall not have the authority to modify any provision of this Contract or to award punitive damages. The arbitrator(s) shall have the power to issue mandatory orders and restraint orders in connection with the arbitration. The decision rendered by the arbitrator(s) shall be final and binding on the parties, and judgment may be entered in conformity with the decision in any court having jurisdiction. The agreement to arbitration shall be specifically enforceable under the prevailing arbitration law. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under this Contract.
10. LIMITATION OF LIABILITY.
This Contract limits the liability of CalltoTrack to no more than the purchase price of the service that the Service Recipient purchased. CalltoTrack shall not be held liable for any losses including but not limited to, loss of profits, loss of use, replacement costs, repair costs, or any other associated costs for any reason.
11. ENTIRE AGREEMENT.
This Contract contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Contract. This Contract supersedes any prior written or oral agreements between the parties.
Any notice or communication required or permitted under this Contract shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.
13. WAIVER OF CONTRACTUAL RIGHT.
The failure of either party to enforce any provision of this Contract shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Contract.