Terms and Conditions

This agreement is between Callbox, Inc (“we,” “us” or “Callbox”) and you (“you”), as an authorized user of any service offered by Callbox (individually and collectively, the “Services”) and governs the terms and conditions of your use of the Services. The Services are provided to you under these Terms of Service, our privacy policy (www.usecallbox.com/privacy-policy ), and any operating rules and/or policies that we may publish from time to time (collectively, the “Agreement”), and you agree you are a direct party to those agreements, rules and policies. This Agreement and such policies constitute the entire agreement between you and us and supersede all prior agreements between the parties regarding the subject matter contained herein.

1. ACCEPTANCE OF TERMS

1. BY USING ANY OF THE SERVICES, YOU CONFIRM YOUR ACCEPTANCE OF, AND AGREE TO BE BOUND BY, THIS AGREEMENT.
2. We may amend the Agreement at any time, and such amended Agreement will automatically be effective seven (7) days after we have posted the amended Agreement on our website. Your continued use of the Services will constitute acceptance of the amended Agreement, and no other Agreement version will be effective or enforceable against us.
3. The rights granted to you under this Agreement are expressly non-exclusive. You may not sell, assign, sublicense, or otherwise transfer or agree to transfer all or any portion of those rights without our prior written consent.
4. We may reject this Agreement for any reason or no reason, prior or subsequent to acceptance of the Agreement. Activation of our Services shall indicate our acceptance, but does not obligate us to provide or continue to provide access to any or all Services, such access will instead be provided in our discretion.

2. REQUIREMENTS FOR CALLBOX SERVICES

1. You must either: (i) enter into a separate agreement with us describing the specific terms and conditions of the Services to be provided to you, or (ii) complete the registration process made available to you by us or by our partner(s), and such registration must be approved by us. Such separate agreement or registration process may be in one or more different formats and may be made available to you either online or offline, subject to change without prior notice.
2. Our Services are offered only to parties that can legally enter into and sign binding contracts. By accepting the terms of this Agreement, you represent and warrant to us that you are age eighteen (18) or older and the authorized signatory.
3. In consideration of the Services, you agree to: (i) provide current, complete, and accurate information about your identity, location, contact information, internet access and telecommunications Services as are required by us to provide our Services; (ii) maintain and update the information as required to keep such information current, complete, and accurate; (iii) use our Services only in accordance with applicable law; (iv) comply with Canadas law regarding the transmission of technical data exported from the Canadas through our Services; (v) not use our Services for illegal purposes; (vi) not interfere with or disrupt networks connected to our Services; (vii) comply with all regulations, policies and procedures of networks connected to our Services; and (viii) with respect to our Services, transfer calls only to legitimate recipients and/or destinations.

3. CALLBOX SERVICES

1. When using the Services, you shall be subject to any posted guidelines, rules, or licenses applicable to such Services, this Agreement, or any other separate agreement between us. Such guidelines, rules, or licenses may contain terms and conditions in addition to those described in this Agreement.
2. We may refuse the Services to anyone at any time, in our sole discretion. We reserve the right to discontinue, temporarily or permanently, any or all of the Services to you, including by shutting down phone numbers, at any time, provided we will make reasonable efforts to notify you within twenty-four (24) hours of doing so. However, we reserve the right to discontinue any or all of your use of the Services immediately and with no prior or subsequent notice required if we suspect you may be in breach of your obligations under this Agreement. We will refund you any unused amounts we have charged you for prepaid Services that we discontinued; as such amounts are determined by us in our discretion. We shall not be liable to you or any third-party for any termination of your access to the Services except as specifically set forth in this Agreement.
3. You agree that we will not be liable for damages (including consequential or special damages) arising out of any change of assigned telephone number(s), and you hereby waive any claims with respect to any such change, whether based on contractual, tort or other grounds, even if we have been advised of the possibility of damages. We reserve the right to withdraw telephone numbers from Services at our discretion when we determine that a telephone number is receiving insufficient use. You acknowledge that our policies and practices with regard to recapturing and repurposing telephone numbers may change from time-to-time at our discretion.
4. We will only use your information in accordance with our Privacy Policy, which is a part of this Agreement.
5. We shall take all steps we deem reasonably necessary to shield you from any personally identifiable information of a party calling a number utilized in the Services, including without limitation personal information of such caller (as described in our Privacy Policy), caller ID information, and any recordings of any calls utilized in connection with the Services.
6. The Services are designed to be used in conjunction with local exchange telephone, wireless telephone, or equivalent telecommunications services that the Member procures from a third-party provider rather than as a substitute or replacement for such third-party telecommunications services. EMERGENCY SERVICES CANNOT BE ACCESSED BY ORIGINATING CALLS TO 911 USING THE SERVICES. You understand and acknowledge that emergency services cannot be accessed by originating calls to 911 using the Services. You understand and acknowledge that you must have and use a different means of contacting 911 emergency services.
7. Neither us nor any of our affiliates, subsidiaries, parent companies, agents, network services providers, contractors, suppliers, partners, officers, directors or employees are or will be liable to any extent or in any manner whatsoever for the inability of persons to access emergency services by originating a call to 911 using the Services. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS US, OUR AFFILIATES, SUBSIDIARIES, PARENT COMPANIES, AGENTS, NETWORK SERVICE PROVIDERS, CONTRACTORS, SUPPLIERS, PARTNERS, OFFICERS, DIRECTORS OR EMPLOYEES IN CONNECTION WITH THE SERVICES FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, LIABILITIES, EXPENSES (INCLUDING BUT NOT LIMITED TO ATTORNEYS’ FEES), PENALTIES, FINES, DEATH, INJURY TO PERSONS OR DAMAGES TO TANGIBLE PROPERTY ARISING BY VIRTUE OF OR RELATING TO THE ABSENCE OF 911 SERVICE AND/OR THE INABILITY OF MEMBER OR ANY THIRD PERSON OR PARTY TO BE ABLE TO DIAL 911 USING THE SERVICES. This Section 3 shall survive termination of this Agreement.

4. TERM OF AGREEMENT

1. The Services are offered on an open-ended basis for a term that begins on the date your Services are activated and you accept the Agreement (the “activation date”). This Agreement shall be deemed to be perpetually in effect without further action by you or by us unless either a) we terminate the provision of Services to you or b) you give us written notice of termination at least thirty (30) days prior to the intended date of termination for which notice is given.
2. If you terminate Services prior to the end of a campaign or otherwise defined term, you may be responsible for charges incurred by you subsequent to such termination, including without limitation unbilled charges, all of which immediately become due and payable.
3. Expiration of the term or termination of Services does not excuse you from paying all unpaid, accrued charges.

5. FEES

We or our partner(s) will charge you fees in accordance with the terms of either: (i) a separate agreement, or (ii) the registration process you complete. Unless otherwise Provinced, all fees are quoted in U.S. dollars. You are responsible for paying all fees associated with using the Services and all applicable taxes.

6. PAYMENT

When a credit card is on file, we reserve the right to charge the credit for ALL OUTSTANDING amounts owned in association with the account on file, until said balance is paid in full. The company also has a right to amounts held in escrow via merchant partners, no notice is required for the company to access reserve funds held by the processing partners, these funds will become immediately available to the company once an amount is overdue. Customer will pay all charges incurred in connection with the Program, in immediately available funds or as otherwise approved by Callbox, within a commercially reasonable time period specified by Callbox.

Late payments bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Charges are exclusive of taxes. Customer will pay (i) all taxes and other government charges and (ii) reasonable expenses and attorneys’ fees Callbox incurs in collecting late payments. Charges are solely based on Callbox’s measurements for the Programs and the applicable billing metrics (e.g., pay per call). Any portion of a charge not disputed in good faith must be paid in full. No party may offset any payment due under these Terms against any other payment to be made under these Terms.

7. INTELLECTUAL PROPERTY; LIMITED LICENSE TO USERS

The Services are protected by copyright, trademark, patent, and/or other intellectual property laws, and any unauthorized use of the Services may violate such laws and this Agreement. Except as expressly provided herein, we do not grant any express or implied rights to use the Services. You agree not to copy, republish, frame, download, transmit, modify, rent, lease, loan, sell, assign, distribute, license, sublicense, reverse engineer, or create derivative works based on the Services, except as expressly authorized herein.

8. MODIFICATIONS OF CALLBOX SERVICES

1. We reserve the right to terminate or modify individual features of our Services from time to time with or without notice. In the event we opt to send written notice to you detailing such termination or modification, an email will be sent to the email address you most recently provided to us. Any such termination or modification will take effect upon the date of such written notice or such later date as specified therein. We are not responsible for confirming the receipt of any such notification.
2. We may, in our sole discretion, determine the extent, if any, to which any such modifications may impact the charges for the Services, but we shall not have any obligation to adjust the charges by reason of any such modifications.
3. We shall not be liable to you or any third party should we exercise our right to modify or terminate our Services or any feature of such Services.

9. YOUR CONDUCT

1. Your use of the Services is subject to all applicable local, Province, national and international laws and regulations.
2. You shall be fully liable for all use of your account, including any unauthorized use of such account by any third party. We bear no responsibility for communications received by you from third persons while using the Services or any use of any person’s telecommunications services, including but not limited to, your telecommunications services in connection with the use of the Services.
3. You shall not interfere with any other client’s use and enjoyment of the Services.
4. You shall not use the Services to commit fraud or to promote any product or service that is illegal, pornographic or involves any adult services (whether or not legal).
5. You shall not use the Services to post on any website (whether hosted by you or that we host on your behalf) any content that is illegal, any content that violates the trademarks, copyrights or other intellectual property rights of a third party, any content that contains any adult or sexually explicit material, or any content that is false, defamatory or otherwise misleading in any way.
6. You shall not use the Services to offer products or services to, or to collect information from, any child under the age of 13.
7. When you post content (“User Content”) on our website or any webpage (whether hosted by you or that we host on your behalf), you represent and warrant: (1) that you are the owner of all User Content or that you have a license permitting you to post such content; (2) that the User Content is not illegal, false, defamatory or misleading in any way; and (3) that the User Content is not for the purpose of offering products or services to children under the age of 13.
8. We may, in our discretion, terminate the Services we provide you without notice if you fail to observe and comply with the terms of this Agreement. Failure on our part to actively terminate your account following any violation by you of this Agreement shall not constitute a waiver of our right to terminate and shall not prevent us from terminating you account, consistent with this Agreement, at any point for past and/or current violations of Agreement.

10. DISCLAIMER OF WARRANTIES

1. We expressly disclaim all warranties of any kind, whether expressed or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement.
2. We make no warranty that the Services will meet your requirements, or that the Services will be uninterrupted, timely, secure, or error free; nor do we make any warranty as to the results that may be obtained from the use of our Services or as to the accuracy or reliability of any information obtained through our Services, or that defects in our Services will be corrected.
3. We will make commercially reasonable efforts to resolve any technical problems you may experience while using the Services.

11. ACCEPTANCE OF CHARGES

All charges to the Users will be deemed just 15 days following the effective charge date of the Users. It is the responsibility of the Users to dispute in writing all or part of said charges, as well as provide the reasonable basis therefore, within the 15 day grace period. Failure to do so will result in the tacit approval of the Users to said charges. This includes but is not limited to ALL TRANSACTIONS by the Users within the authorized use of The Services and OR any indirect usage. The parties will investigate and resolve any dispute in a timely and reasonable manner.

10. LIMITATION OF LIABILITY

WE SHALL NOT HAVE ANY LIABILITY TO YOU FOR LOST PROFITS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES, BASED UPON A CLAIM OF ANY TYPE OR NATURE (INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT, INCLUDING NEGLIGENCE, WARRANTY OR STRICT LIABILITY), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL OUR LIABILITY, IF ANY, EXCEED THE AMOUNTS CHARGED TO YOU AND PAID BY YOU FOR THE SERVICE IN QUESTION. EXCEPT AS EXPRESSLY SET FORTH HEREIN, WE MAKE NO OTHER WARRANTIES TO YOU AND DISCLAIM ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

11. SERVICE OUTAGES

1. The Services are reliant upon independent services provided by third-parties that are beyond our control. The loss or interruption of any one of those independent services may prevent the Services from operating. We will use commercially reasonable efforts to manage all communications initiated by you and/or intended for you during any loss or interruption of such independent services.
2. Such independent services interruptions may include, but are not limited to:
   1. Power outages;
   2. Internet Service Provider outages;
   3. Telecommunications services provider outages;
   4. Outages due to suspension of your account; and Outages due to your failure to maintain the services used in conjunction with the Services.
3. We shall not be responsible for any delay or failure in performance that results from causes beyond its reasonable control (“Force Majeure Events”), whether or not foreseeable by such party. Such Force Majeure Events include, but are not limited to, adverse weather conditions, flood, fire, explosion, earthquake, volcanic action, power failure, embargo, boycott, war, revolution, civil commotion, act of public enemies, labor unrest (including, but not limited to, strikes, work stoppages, slowdowns, picketing or boycotts), inability to obtain equipment, parts, licenses, software or repairs thereof, acts or omissions of the other party, and acts of God.
4. Our ability to perform our obligations under this Agreement is dependent upon the availability of equipment and services from third parties (collectively, the “Vendors”) with whom we have contracted for the provision of telecommunications, internet services and equipment, and other third-party services used by us when providing the Services. You agree that we shall not be in breach of our obligations to you hereunder if we are prevented from performing such obligations by reason of the breach or other failure by any such Vendor to perform its obligations to us in accordance with the terms of such Vendor’s agreement with us.

12. INDEMNIFICATION

You shall indemnify, defend, and hold us, our parent(s), subsidiaries, affiliates, officers, directors, and employees free and harmless from any and all claims, costs, damages, and expenses (including but not limited to reasonable attorneys’ fees), which arise from or are related to any act or omission by you in connection with the use of the Services, including but not limited to, any such claims, costs, damages, and expenses arising from or related to your violation of any terms of this Agreement, your violation of any applicable law, rule, or regulation, or any infringement by you (or any other person using the Services in reliance on your rights under this Agreement) of any intellectual property or other rights of any other person. This Section 12 shall survive termination of this Agreement.

13. TERMINATION

1. Either you or we may terminate the Services with or without cause at any time (the “Termination”). Without limiting the foregoing, we reserve the right to cancel this Agreement or terminate any Services provided to you if one or more of the telephone numbers assigned to you is not legitimately used in conjunction with the Services during any period of thirty (30) consecutive days. Our failure to exercise this right in relation to any specific period of nonuse shall not preclude us from thereafter invoking its right to cancel the Agreement or terminate the Services.
2. All notices, demands or consents required or permitted under this Agreement shall be in writing and delivered to us at the address set forth below or at such other address as we may hereafter designate within this Agreement:
   9068406 Canada Inc
   925 De Maisonneuve Ouest, Suite #335
   Montreal, QC H3A0A5
3. Notice shall be considered delivered and effective on the earlier of actual receipt or when (a) personally delivered; (b) the day following transmission if sent by facsimile when followed by written confirmation by overnight carrier or certified Canadas mail; or (c) one (1) day after posting when sent by overnight carrier; or (d) five (5) days after posting when sent by certified Canadas mail.
4. Notwithstanding the foregoing, an online termination process may be made available on our web site. If no such online termination process is made available, however, then the above requirements for notification shall be in effect for all such notices of your intent to terminate the Services.
5. Notwithstanding any other provision of this Agreement to the contrary, we shall not be liable to you or any third party, or responsible for any charges incurred for the termination of services you obtain from third-party providers.
6. Upon Termination, any telephone number(s) assigned to you for use with the Services will become unavailable for use and, after an aging period, be returned to the inventory of telephone numbers and become available for assignment by us. No telephone number will be available for your use or reserved for you after your Services have been terminated.

14. TRADEMARK AND PROPRIETARY RIGHTS TO CONTENT

Our trademarks, websites, corporate names, trade names, domain names, logos, and service marks (“Marks”) are the property of Callbox. You are not permitted to use the Marks without the prior written consent of Callbox. “Callbox,” “Callbox” and the Callbox logo are trademarks of Callbox, Inc.

15. NO THIRD PARTY BENEFICIARIES

No provision of this Agreement provides any person or entity not a party to this Agreement with any remedy, claim, liability, reimbursement, or cause of action or creates any other third party beneficiary rights.

16. ARBITRATION

All disputes which arise under this Agreement or in connection with the Services to be delivered hereunder and which are not resolved within thirty (30) days following the delivery by one party to the other of a written notice describing the dispute shall be resolved by binding arbitration under the rules of the American Arbitration Association before a single arbitrator in Montreal, Quebec. The decision of the arbitrator shall be final and binding on the parties, and judgment thereon shall be entered in a court of competent jurisdiction. YOU ACKNOWLEDGE AND AGREE THAT BY CONSENTING TO THIS AGREEMENT, YOU ARE CONSENTING TO BINDING ARBITRATION OF ALL DISPUTES HEREUNDER, AND THAT IN ARBITRATION, YOU SHALL NOT HAVE A RIGHT TO A JURY TRIAL, SHALL HAVE LIMITED DISCOVERY RIGHTS, AND SHALL HAVE VERY LIMITED RIGHTS OF APPEAL FROM THE DECISION OF THE ARBITRATOR. NOTHING IN THIS SECTION 16: ARBITRATION IS INTENDED OR SHALL BE CONSTRUED TO MODIFY OR OTHERWISE BE INCONSISTENT WITH THE PROVISIONS OF SECTION 13: TERMINATION, ABOVE, WHICH SETS FORTH THE SOLE AND EXCLUSIVE REMEDY OF ANY MEMBER WHO OBJECTS TO ANY TERMS OF THIS AGREEMENT (OR ANY MODIFICATION HEREOF) OR BECOMES DISSATISFIED WITH ANY OF THE SERVICES.

17. MISCELLANEOUS

The Agreement shall be governed by and construed in accordance with the internal laws of the Province of Quebec, excluding its conflict of law provisions. Subject to Section 16: Arbitration, above, and without limiting the applicability of any provisions there under, we and you agree to submit to the exclusive jurisdiction of the courts of the Province of Quebec and further agree that the exclusive venue for any cause of action arising under or relating to this Agreement or the Services provided hereunder shall be the Superior Court in and for Montreal, Quebec, sitting in the City of Montreal, Quebec. We and you agree that any cause of action arising out of or related to the Agreement or the Services must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred. If any provision of the Agreement is determined by an arbitrator or court of competent jurisdiction to be contrary to applicable law, then such provision shall be construed as nearly as possible to conform to applicable law and the other provisions of this Agreement shall remain in full force and effect. The Agreement (i) constitutes the entire agreement between the parties supersedes all prior agreements between the parties regarding the subject matter contained herein, and (ii) may be modified or amended only in the manner expressly set forth herein. We at any time and from time to time may assign our rights and delegate our duties under this Agreement without your prior consent. You may not assign this Agreement to any other person under any circumstances without our express prior written consent. Our failure to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. The section titles in the Agreement are solely used for the convenience of the parties and have no legal or contractual significance.

18. DATA PROCESSING AGREEMENT

DATA PROCESSING AGREEMENT This Data Processing Agreement ( DPA) is between Partner and Callbox (as defined under the Terms and Conditions) and forms an integral part of Terms and Conditions available at https://usecallbox.com/terms-of-service.html and/or to the user agreement https://usecallbox.com/privacy-policy.html (if applicable). Partner and Callbox are hereinafter jointly referred to as the “Parties”. In the event of any conflict between this DPA and the Terms and Conditions, the terms of this DPA shall prevail. This Agreement only applies to the extent that the EU Data Protection Law applies to the Processing of Personal Data under this Agreement, including if (a) the Processing is carried out in the context of the activities of an establishment of either Party in the European Economic Area (“EEA”), and/or (b) the Personal Data relates to Data Subjects who are in the EEA and the Processing relates to the offering to them of goods or services or the monitoring of their behavior in the EEA. DEFINITIONS: “Controller” or “Data Controller” means the entity that determines the purposes and means of the Processing of Personal Data.“Processor” or “Data Processor” means the entity which Processes Personal Data on behalf of the Data Controller.“Data Subject” means the individual to whom Personal Data relates, including End Users.“End User” means the end user of an internet connected device, such as a visitor to a web page, a user of a mobile app, or a user of an IoT device, or a visitor on advertisement or campaign webpage.“GDPR” means Regulation (EU) 2016/679 of the European Parliament and the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (also known as “General Data Protection Regulation”).“Personal Data” means any information relating to an identified or identifiable person as defined in Article 4.1 of the GDPR.“Processing” means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction (“Process”, “Processes” and “Processed” shall have the same meaning).“Sub-Processor” means any Data Processor engaged by the Processor.“Services” means services provided by the Callbox in accordance with the general legal terms mentioned above. PROCESSING OF PERSONAL DATA: Under this DPA and with respect to Personal Data, Partner is the Data Controller or Processor and Callbox is engaged by Partner as Processor in respect to Personal Data, as applicable. The terms of this Agreement shall apply to either of the relations between the Parties regarding the Processing of Personal Data mentioned herein.Within the scope of this DPA, Partner hereby engages Callbox to collect, process and/or use Personal Data on Partner’s behalf.Callbox will only Process Personal Data on Partnerr behalf and in accordance with Partner instructions. The instructions from the Partner to Process Personal Data are the following: (i) Processing shall be carried out in accordance with this DPA, the Terms and Conditions and pursuant to the features and limitations of the applicable Services which Callbox provides to Partner; and (ii) Processing shall be carried out in compliance with other reasonable instructions provided by the Partner, where such instructions are consistent with the Terms and Conditions. Callbox will be under no obligation to comply with instructions that Callbox deems as violating applicable laws.Callbox uses the Personal Data solely to provide the Services in accordance with Terms & Conditions, i.e. in order to perform tracking services / serve End Users with interest–based advertising, as well as to measure the effectiveness of advertising campaigns and provide Partner with advertising reports. In that context, Callbox – on Partnerr demand – may also combine Personal Data from different sources in order to improve Services and integrate Services with external platforms, all of which will be conducted on Partnerr behalf. Callbox also processes Personal Data on Partnerr behalf and to serve Partnerr interests for the purposes of fraud prevention, bot detection, rating, analytics, viewability, ad security services. Callbox may also process data based on the extracts of Personal Data in aggregated and non-identifiable forms, including for the purposes of testing, development, control and operation of the Services.Callbox may process the following information on Partnerr behalf: IP addresses, language information, session-based browsing behavior, header information, End User’s device-related data (such as the type or model of the device), operating system, wireless carrier providing communication services to such device, geographical location (geo-location) of the device, cookies, advertising identifiers of the device, as well as other information we may receive from Partner or from third parties engaged by the Callbox on Partnerr behalf, such as non-precise device location based on the IP address, device specifications and user’s interest’s information. Partner also authorizes Callbox to store and use cookies or pixel tags on End User’s device on behalf of the Partner in order to perform Services.Without derogating from any of the obligations of the Partner hereunder, the Partner shall not provide Callbox with any data a) which by itself identifies an individual, such as name, address, phone number, email address; and b) regarding children, or any special categories of personal data, as defined under Article 9 of the GDPR, except as may otherwise be expressly agreed in writing between the Parties and in accordance with the applicable law. This type of data is not necessary to use the Callbox’s Services.Partner is responsible for ensuring their own compliance with various laws and regulations, including the GDPR. To the extent required under the applicable law, Partner shall provide an appropriate notice to Data Subjects about the Processing of their Personal Data in connection with the use of Services under this DPA and under the legal terms, and Partner shall receive and document the Data Subjects’ consent thereof to the extent required under the applicable law.To the extent required under the applicable law, Partner must also use commercially reasonable efforts to ensure that the End User is provided with clear and comprehensive information about cookies or other information on the End User’s device in connection with the use of Services by the Partner and, if applicable, consents to their storing and accessing. To the extent required under the applicable law, Partner shall inform the End User about third party cookies (or other tracking technologies) which may be placed on Partner’s site(s), specifying the purpose of these cookies (e.g., targeted advertising) and the type of data collected on the Partner’s site(s). Partner shall also inform End Users of options to deactivate Callbox’s cookies by including in its privacy policy a link to the Callbox’s legal terms and when legally compulsory, appropriate notice, consent and choice mechanisms that comply with relevant laws and regulations, including GDPR.Partner acknowledge and agree that Partner retain sole responsibility for the lawfulness of the Processing and warrant to the Callbox that Partner are legally allowed to engage the Callbox to process Personal Data on Partnerr behalf, have provided all necessary notices and obtained all required consents from the Data Subjects (if apply) for the purposes of the Processing described in this DPA. RIGHTS OF DATA SUBJECTS: Callbox shall notify Partner via e-mail if he receives a request from a Data Subject in the subject of access to, correction, amendment, deletion of or objection to the processing of that Data Subject’s Personal Data. Callbox shall not respond to any such Data Subject request without Partner’s prior written consent, except in order to confirm that the request relates to the Partner.To the extent that Partner responds to any such Data Subject request, Callbox shall provide Partner, to the extent required by law, with commercially reasonable cooperation and assistance in relation to handling of a Data Subject’s request, to the extent legally permitted.Callbox reserves the right to charge additional fees in relation to the cooperation with the Partner in regard to this DPA.Callbox’s staff: Callbox shall ensure that its personnel engaged in the Processing of Personal Data is informed of the confidential nature of the Personal Data, has received appropriate training on their responsibilities and is subject to obligations of confidentiality. Such obligations shall survive the termination of that individual’s engagement with the Callbox.Callbox shall ensure that access to Personal Data is limited only to those members of personnel who require that access in order to fulfil Callbox’s obligations under the Terms and Conditions. SECURITY: Pursuant to Article 28, Section 3(c) of the General Data Protection Regulation, the Callbox shall take the measures required by the Article 32 of the GDPR.Callbox shall provide sufficient guarantees of implementation of the appropriate technical and organizational measures in a manner that the processing will meet the requirements of the GDPR and ensure the protection of the rights of the Data Subject.Callbox imposes appropriate contractual obligations upon its personnel that engages in the Processing of Personal Data, including relevant obligations regarding confidentiality, data protection and data security. Callbox ensures that its applicable personnel has been properly informed of the confidential nature of the Personal Data, has received appropriate training and has executed written confidentiality agreements. Callbox will further ensure that such confidentiality agreements will survive the termination of employment or another form of engagement of its personnel. AUDIT RIGHT. To the extent that the applicable law requires Partner to be in a position to monitor the adequate Processing of Personal Data, Partner as the Partner have the right to request an audit from Callbox to the extent necessary to review whether Callbox and our Sub-Processors are compliant with the following regulations: (i) any provisions of the Law, (ii) the terms of this DPA, and (iii) Partner’s instructions.Callbox may provide Partner with a copy of its most recent third-party audits or certifications issued by an independent, third-party auditor, as applicable, or any summaries thereof in order to fulfil Partnerr audit rights. If an audit is required by law and where its requirements cannot be fulfilled by the provision of such certification, Partner may conduct, either by Partnerrself or through a third party independent contractor selected by Partner at Partnerr expense, an on-site audit of the Callbox. Such audit may be conducted subject to the following terms: (i) the audit will be pre-scheduled in writing with Callbox at least 30 days in advance and will be performed once a year at most; (ii) if applicable, all of Partner personnel performing the audit, whether employed or contracted by Partner, will execute a Callbox’s standard non-disclosure agreement prior to the initiation of the audit, and a third party auditor will in addition execute a non-competition undertaking; (iii) Partner will undertake all necessary measures to ensure and verify that the auditors do not access, disclose or compromise the confidentiality and security of Personal Data other than Partnerr Personal Data on Callbox’s information and network systems; (iv) Partner will take all necessary measures to prevent any damage or interference with Callbox or its service providers’ information and network systems; (v) Partner will bear all costs and assume responsibility and liability for the audit and for any failures or damage caused as a result thereof; and (vi) any audit activities on Callbox’s third-party service providers’ information systems will be pre-scheduled and agreed on with the applicable providers; (vii) Partner will keep the audit results in strict confidentiality, use them solely for the specific purposes of the audit under this Section 6 and the GDPR will not use the results for any other purpose, or share them with any third party, without the Callbox’s prior explicit written confirmation; (viii) If Partner are required to disclose the audit results to a competent authority, Partner will provide the Callbox with a prior written notice, explaining the details and necessity of the disclosure, as well as provide all further necessary assistance to prevent such disclosure. SECURITY BREACH MANAGEMENT AND NOTIFICATIONIf Callbox becomes aware of any accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or access to any Personal Data transmitted, stored, or otherwise Processed on Callbox’s equipment or in Callbox’s facilities (“Security Breach”), Callbox will promptly: (i) notify the Partner of the Security Breach; (ii) investigate the Security Breach and provide Partner with all relevant information about the Security Breach; and (iii) take all commercially reasonable steps to mitigate the effects and minimize any damage resulting from the Security Breach. SUBPROCESSING AND TRANSBORDER DATA TRANSFERS Partner authorizes Callbox to appoint Sub-Processors in order to provide the Services.Callbox may continue to use the Sub-Processors already engaged by the Callbox according to this DPA.Callbox may integrate the Partner’s services with external service providers’ platforms for the purpose of providing its Services, on Partner’s behalf and for the purposes of serving the Partner’s interests, where such external service providers may be Sub-Processors, which Partner hereby agrees to. A full list of such Sub-Processors is available upon the Partner’s written request directed to the Callbox.Notwithstanding the provisions above, Partner hereby authorize Callbox to subcontract the Processing to the Sub-Processors based outside of the European Economic Area (EEA) to the extent necessary to duly perform the Service(s), under the condition that the Sub-Processors will provide sufficient guarantees in relation to the required level of data protection, e.g. through a Privacy Shield certification according to the EU Commission Decision 2016/1250, or a subcontracting agreement based on the standard contractual clauses launched by virtue of the EU Commission Decision on standard contractual clauses for the transfer of personal data to processors established in third countries under Directive 95/46/EC or GDPR (the “Model Contract Clauses”), or based on other applicable transborder data transfer mechanisms. OTHERS Term: This Agreement shall become effective as of January 1, 2020. Partner authorizes Callbox to retain Personal Data for a period of 3 months from the date of its collection on Partner’s behalf and for the purpose of serving its interests, including for fraud prevention, ad security services, reporting services, complaints or chargebacks handling. This data may be deleted from Callbox’s servers after this retention period and/or after the termination of Agreement or earlier, at Partnerr written request.Notices: If Partner wish to make any inquiries about this Agreement, please contact support@useCallbox.comLiability : Partner shall indemnify and hold Callbox, its officers, directors, employees, contractors, and agents harmless from and against all claims, liabilities, administrative fines, suits, judgments, actions, investigations, settlements, penalties, fines, damages and losses, demands, costs, expenses, and fees including reasonable attorneys’ fees and expenses, arising out of or in connection with any claims, demands, investigations, proceedings, or actions brought by data subjects, legal persons (e.g., corporations and organizations), or supervisory authorities under the data protection laws that apply to Callbox in respect of processing of Personal Data on behalf of Partner through Services.The liability of each party under this Agreement shall be subject to the exclusions and limitations of liability set out in the legal terms.Governing law:This Agreement shall be governed by, and is construed in accordance with, the laws of the Province of Quebec, and Canada, without giving any effect to any choice of law and provisions thereof that would cause the application of the laws of any other jurisdiction.

Last Updated: October 25, 2022