ConverseNow Technologies, Inc. ("ConverseNow") provides software as a service Voice AI platform for restaurant food ordering channels such as phone calls, drive-thru (/in) and digital kiosk (the "Platform") for you, the user, the opportunity to utilize voice assistants and conversational interfaces in the automation and personalization of restaurant customer orders on high volume voice channels and obtain additional services that may be offered from time to time. All products and services described in this Section, as well as any other products and services offered by ConverseNow at any time shall be defined herein as "Service" or "Services." In order to use the Service, you must read and accept all of the terms and conditions in, and linked to, this Terms of Service agreement (this "Agreement"). This Agreement may be modified by ConverseNow from time to time at our sole discretion, and you may be notified as set forth below. We strongly recommend that, as you read this Agreement, you also access and read the linked information. BY ACCEPTING THE TERMS OF THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY ALL OF THE TERMS, CONDITIONS AND NOTICES CONTAINED IN THIS AGREEMENT JUST AS IF YOU HAD SIGNED THIS AGREEMENT.
1. ConverseNow Service
ConverseNow allows you or your customers to interact with voice assistants and conversational interfaces in order to automate and personalize restaurant customer orders on high volume voice channels, including phone calls, drive-thru stations, self-service kiosks and voice-assisted chat and obtain additional services that may be offered from time to time. The Platform utilizes artificial intelligence, machine learning, natural language processing and conversational interfaces in order to facilitate communications between you and your customers.
2. Customer Obligations
Customer Systems and Cooperation. You shall at all times during the Term: (a) set up, maintain and operate in good condition your information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems) and networks, whether operated by you or through the use of third party services (collectively, "Customer Systems") on or through which the Services are accessed or used; (b) provide ConverseNow personnel with such access to your premises and Customer Systems as may be necessary for ConverseNow to perform the Services in accordance with the order form or this Agreement; and (c) provide all cooperation and assistance as ConverseNow may reasonably request to enable ConverseNow to exercise its rights and perform its obligations under and in connection with this Agreement.
Effect of Customer Failure or Delay. ConverseNow is not responsible or liable for any delay or failure of performance caused in whole or in part by your delay in performing, or failing to perform, any of your obligations under this Agreement.
Corrective Action and Notice. If you become aware of any actual or threatened activity prohibited by Section 4, you shall, and shall cause your users, to immediately: (a) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Platform and Services and permanently erasing from their systems and destroying any data to which any of them have gained unauthorized access; and (b) notify ConverseNow of any such actual or threatened activity.
3. Access To The Site and The Services
License to You. Subject to this Agreement, ConverseNow grants you a non-exclusive, non-sublicensable, non-transferable, revocable, limited license to use and access the Platform solely for your business operations.
Certain Restrictions. The rights granted to you in this Agreement are subject to the following restrictions: you shall not (and shall not allow any third party, including its users, to): (a) remove any product identification, copyright, or other proprietary notices on the Platform (or on any content displayed on the Platform); (b) modify, adapt, or create a derivative work of any portion of the Platform; (c) disclose any performance information or analysis from any source relating to the Platform without prior written consent from ConverseNow; (d) license, sell, rent, lease, transfer, assign, distribute, or otherwise commercially exploit any part of the Platform (or any content displayed on the Platform) or use the Platform for third-party training, commercial time-sharing, rental, or service bureau use, or outsourcing for any third parties; (e) cause or permit the reverse engineering, disassembly, or decompilation of the Platform, except to the extent required to obtain interoperability with other independently created software as specified by law; and (f) except as expressly stated herein, copy, reproduce, distribute, republish, download, display, post, or transmit any part of the Platform in any form or by any means.
Ownership. Excluding any Customer Data that you may provide (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Platform, its content, and any modifications made to the Platform by ConverseNow or any other party, are owned by ConverseNow or ConverseNow's suppliers. Neither this Agreement (nor your access to the Platform or Services) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth herein.
4. Privacy Policy and Confidentiality
ConverseNow has established a privacy policy to explain to you, and other users, how your personal information is collected and used. This privacy policy is located at www.conversenow.ai/privacy-policy.
5. Service Fees and Billing Methods
Periodic Payments. ConverseNow charges you a subscription fee for Services in the amount set forth in the order form or invoice. ConverseNow may bill you directly or may collect these fees using a third party payment service and using a recurring payment system that recurs on an monthly, quarterly or annual basis. You will be charged the service fee on the first day of the Initial Term or each Renewal Term, as applicable. Payment shall be due within thirty (30) days after the date of the invoice unless otherwise specifically agreed on a service order form. Payment shall be made to the address or account specified in the order form or invoice or such other address or account as ConverseNow may specify in writing from time to time.
If you fail to remit payment within ten (10) days of the due date, ConverseNow may assess interest on the amount past due in the amount of 1-½% per month or the highest amount permitted by law. We may restrict access to your account or terminate this Agreement if you fail to make a payment when due. We may collect attorneys' fees against you if we need to hire an attorney to collect past due amounts from you.
6. Limitation of Warranties
THE PLATFORM AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. CONVERSENOW MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, CONVERSENOW DOES NOT WARRANT THAT (A) THE SERVICES WILL MEET YOUR REQUIREMENTS, (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (D) ANY CONTENT OR INFORMATION YOU PROVIDE OR CONVERSENOW COLLECTS WILL NOT BE DISCLOSED OR (E) ANY ERRORS IN ANY SERVICE WILL BE CORRECTED.
7. Limitations of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY, CONSEQUENTIAL (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) OR EXEMPLARY DAMAGES (COLLECTIVELY, "DAMAGES"), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. IN NO EVENT SHALL EITHER PARTY'S LIABILITY FOR DAMAGES EXCEED IN THE AGGREGATE THE AMOUNT OF FEES PAID AND OWED BY YOU UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE THE CLAIM AROSE.
8. Indemnification
Indemnification by You. You agree to indemnify, defend and hold harmless ConverseNow, its officers, managers, owners, employees, agents, designees, users, successors, assigns, service providers and suppliers from and against all losses, liabilities, expenses, damages, claims, demands and costs, including reasonable attorneys' fees and court costs due to or arising from: (a) any violation of this Agreement or applicable law by you; (b) the inaccurate or untruthful Content or other information provided by you to ConverseNow or that you submit, transmit or otherwise make available through the Service; or (c) any intentional or willful violation of any rights of another or harm you may have caused to another.
9. Notice
You agree that ConverseNow may communicate any notices to you under this Agreement, through electronic mail, regular mail or posting the notices on the Platform. All notices to ConverseNow will be provided by either sending: (i) an email to info@conversenow.ai or (ii) a letter, first class certified mail, to ConverseNow Technologies, Inc., 701 Brazos St., Austin, Texas 78701. Such notices will be deemed delivered upon the earlier of the verification of delivery or two (2) business days after being sent.
10. Governing Law
This Agreement and the relationship between you and ConverseNow will be governed by the laws of the State of Texas, notwithstanding the choice of law provisions of the venue where any action is brought, where the violation occurred, where you may be located or any other jurisdiction. You agree and consent to the exclusive jurisdiction of the state or federal courts located in Travis County, Texas and waive any defense of lack of personal jurisdiction or improper venue or forum non conveniens to a claim brought in such court.
11. Publicity
During the Term of this Agreement, ConverseNow may, with your prior written consent in compliance with your branding guidelines, publicly identify you as a customer and use your logo on ConverseNow's corporate website, in sales materials, and in print media in accordance with your usage guidelines, all for the limited purpose of recognizing you as a ConverseNow customer.
12. Miscellaneous
This Agreement may not be re-sold or assigned by you. If you assign, or try to assign, this Agreement, such assignment or attempted assignment will be void and unenforceable. It will not be considered a waiver of ConverseNow's rights if ConverseNow fails to enforce any of the terms or conditions of this Agreement against you. In the event a court finds a provision in this Agreement to not be valid, you and ConverseNow agree that such court should incorporate a similar provision that would be considered valid, with all other provisions remaining valid in the Agreement.
IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT USE THE SERVICE. BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.
Contact Information
If you have questions about these Terms of Use, please contact us:
Email: info@conversenow.ai
Mail: ConverseNow Technologies, Inc.
701 Brazos St., Austin, Texas 78701
Phone: (737) 301-1234