Terms and Conditions
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. Unless otherwise indicated, any future release, update, or other addition to the functionality of the Platform shall be subject to this Agreement. Modification. ConverseNow reserves the right, at any time and in its sole discretion, to make any changes to the Platform or Services that it deems necessary or useful to: (a) maintain or enhance (i) the quality or delivery of ConverseNow’s Services to its customers, (ii) the competitive strength of or market for ConverseNow’s Services or (iii) the Services’ cost efficiency or performance; or (b) to comply with applicable law. Without limiting the foregoing, either party may, at any time during the Term, request in writing changes to the Services. The parties shall evaluate and, if agreed, implement all such requested changes in accordance with a mutually agreed upon change order. No requested changes will be effective unless and until memorialized in a written change order signed by both parties. No Support or Maintenance. You acknowledge and agree that ConverseNow will have no obligation to provide you with any support or maintenance in connection with the Services other than the support levels purchased by you for the Services (“Service Level Options”) for the applicable Term, if any. 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. ConverseNow and its suppliers reserve all rights not granted in this Agreement. There are no implied licenses granted under this Agreement. For the avoidance of doubt, ConverseNow’s ownership includes any information, data, or other content derived by or through the Platform or Services from processing Customer Data and is sufficiently different from such Customer Data that such Customer Data cannot be reverse engineered or otherwise identified from inspection, analysis or further processing of such information, data, or content, such as meta or normalized data, rulesets, algorithms, data models, and normalized data sets (“Derived Data”).