CALLTURE INC. - Terms and Conditions of Service

By subscribing to, and/or using CALLTURE INC. (“Callture”) services (the “Services”), you (the “Client”) agree to the following terms and conditions (the “Agreement”).

I. Service Provision and General Terms

  • 1.1. Service Details: Rates and charges for Services are available at the Callture website. Callture may provide new phone numbers as part of the Services. You are responsible for testing all new or modified phone numbers to ensure full functionality. Callture is not liable for performance issues with newly provided phone numbers, nor for errors or unwanted calls made or received through the Services.
  • 1.2. Service Changes: All rates and pricing are subject to change at the discretion of Callture without prior notice.
  • 1.3. Tariffs: Any and all tariffs and related provisions are made a part of this Agreement and shall control any inconsistency between the tariff and the terms and conditions of this Agreement.
  • 1.4. Price Matching: Callture reserves the right to decide where “Price Matching” applies. This is limited to identical competitor products or services and applies only to monthly service charges. Callture may honor or revoke price-matching agreements at its discretion.
  • 1.5. Headings: The headings of the sections of this Agreement are for convenience only and do not affect the interpretation of this Agreement.
  • 1.6. Modification of Agreement: Callture reserves the right to amend this Agreement at any time. Your continued use of the Services after such changes have been posted constitutes your binding acceptance of the revised Agreement. It is your responsibility to review this publicly available Agreement periodically for changes.

II. Client Obligations and Acceptable Use

  • 2.1. Lawful Purposes: The Services may only be used for lawful purposes. The Client is prohibited from using the Services to transmit any unlawful, harmful, threatening, abusive, libelous, vulgar, obscene, profane, hateful, or otherwise objectionable information.
  • 2.2. Compliance: The Client agrees to comply with all applicable laws, regulations, and conventions, including those related to data privacy, international communications, and the exportation of technical or personal data.
  • 2.3. Prohibition of Illegal Robocalls: The Client agrees that the Services will not be used for the purposes of making illegal robocalls. Violation will result in immediate suspension and/or termination of Services at Callture's discretion.
  • 2.4. Intended Business Use: The Services are intended for standard business communication. Callture reserves the right to monitor usage and, at its sole discretion, determine if usage resembles call center operations (e.g., unusually high call volumes, automated dialing). If Callture determines such usage, it may suspend or terminate the Services, require a transition to a different service plan, or impose additional fees.
  • 2.5. Intellectual Property: The Client may not use the Services to upload, post, reproduce, or distribute any information or material protected by copyright or other intellectual property right without first obtaining permission from the rightsholder.
  • 2.6. Responsibility for Content: Callture has no control over the content of information transmitted through its accounts and assumes no liability for any material distributed in violation of any law or third party’s rights.

III. Rates, Billing, and Payment

  • 3.1. Rates and Charges: All rates are posted in US Dollars unless otherwise noted. Monthly service charges are applied on an ongoing monthly basis.
  • 3.2. Client Financial Responsibility: The Client accepts full responsibility for exchange rates and/or fees applied by their financial institution.
  • 3.3. Credit Card Authorization: The Client agrees that a valid credit card must be kept on file at all times and understands and agrees that Callture may authorize said credit card at any time for validation and for the purpose of debiting any outstanding amounts or fees owed for Callture services.
  • 3.4. Automatic Expiry Update: The Client agrees that their credit card expiry date on file may be updated automatically where available through their financial institution.
  • 3.5. Delinquency and Late Fees: Payments not made in full within 31 days or before the next billing cycle are delinquent. A late fee of 1.5% compounded monthly will be levied on the outstanding balance until paid in full.
  • 3.6. Unconnected Calls: Callture may, at its discretion, apply a per-minute charge to unconnected calls where they exceed 20% of total calls to a given number.
  • 3.7. On-Site Technician Fees: If a Client requests an on-site technician and the issue is found to be caused by the Client, their network, or any non-Callture reason, a fee of $50 per hour will be billed to the Client.
  • 3.8. E911 Service Fees: A fee of $1.50 per month will be billed for each E911-enabled phone number. A one-time charge of $75 per E911 call will be applied if the address or location information provided by the Client is incorrect.

IV. Term, Termination, and Suspension of Service

  • 4.1. Term of Service: The Client agrees to purchase the subscribed Services for the term set forth in the quotation and affirmed in the order5 (e.g., Month-to-Month, 12, 24, or 36 months).
  • 4.2. Termination by Client: To terminate service, the Client must pay all owed amounts in full and receive a confirmation number of cancellation by either:
  • i. Phone with a client services representative, or
  • ii. An online account contact (Trouble Ticket or Special Request).
  • Services are not considered terminated until these conditions are met.
  • 4.3. Termination or Suspension by Callture: Callture reserves the right to suspend or terminate Services if, in its sole discretion, it believes the Client is violating this Agreement, interfering with other customers, or causing harm to Callture or third parties. Callture may also terminate service at any time for non-payment of past due amounts.
  • 4.4. Early Cancellation Penalties for Term Agreements: Clients on term agreements who wish to cancel early will be billed for the remainder of their term unless they elect to "buyout" their agreement. The buyout penalty is calculated as follows:
  • For Office PBX Agreements: The penalty is based on the number of active seats at the time of cancellation.
  • 12-Month Term: A one-time penalty of $50.00 per active seat.
  • 24-Month Term: A one-time penalty of $100.00 per active seat.
  • 36-Month Term: A one-time penalty of $150.00 per active seat.
  • For Virtual PBX Agreements: The penalty is based on the last paid 30-day invoice amount.
  • 12-Month Term: A one-time penalty equal to one (1) times the last paid 30-day invoice amount.
  • 24-Month Term: A one-time penalty equal to two (2) times the last paid 30-day invoice amount.
  • 36-Month Term: A one-time penalty equal to three (3) times the last paid 30-day invoice amount.
  • 4.5. Transfer of Service (Porting Out): For a number to be transferred, a minimum of $30 in accrued payments must have been made for that number. All outstanding balances on all accounts must be paid in full. The Client must notify Callture upon completion of the transfer, as charges will continue until such notification is confirmed.
  • 4.6. Ownership of Phone Numbers: Upon account termination, Callture assumes ownership of any phone numbers within the account that have not been successfully transferred to another provider. This applies regardless of whether termination is initiated by the Client, or by Callture at its discretion due to non-payment or any other violation of this Agreement.

V. Refunds and Credits

  • 5.1. Prepaid Balances: Clients should only submit funds intended for service use. Callture reserves the right to refund any prepaid balances upon account cancellation solely through service credit. No cash refunds will be issued for prepaid balances.
  • 5.2. Refund Policy for Credit Balances: If a Client's account is cancelled with an undisputed credit balance, the Client may request a refund. Callture reserves the right to charge a reasonable processing fee for issuing such refunds.

VI. Specific Service Conditions & Limitations

  • 6.1. Trial Systems: Trial systems for Office PBX and Virtual PBX require a valid credit card on file to cover any usage that exceeds the trial limits. Usage allowances are as follows:
  • 15-Day Trial: Includes a total of 500 local (US & Canada) minutes and 100 Toll-Free minutes for the system.
  • 30-Day Trial: Includes a total of 1000 local (US & Canada) minutes and 200 Toll-Free minutes for the system.
  • 6.2. IP Devices Purchased Through Callture:
  • * IP devices (phones, ATAs, etc.) are non-returnable unless defective.
  • * Defective return requests must be made within the stated manufacturer's warranty period.
  • * Devices damaged due to excess or improper use may be returned to the sender at their expense.
  • * The Client is responsible for return shipping charges.
  • 6.3. E911 Service Limitations: The Client agrees to and understands the E911 Limitations of Service as detailed at https://www.callture.com/e911limitations.html and holds Callture harmless for any and all situations resulting from the use of, or failure in the usage of, the E911 Service.
  • 6.4. SMS and Text Message Services: The Client acknowledges that SMS/texting may not be compatible with all services (e.g., verification texts) and availability may vary by phone number type. Callture is not liable for failures in sending or delivering messages. Additional verification may be required to activate these services.
  • 6.5. Unencrypted Recordings: Callture takes precautions but cannot guarantee the security of unencrypted call and voicemail recordings. The Client accepts the inherent risks and acknowledges that Callture is not liable for any unauthorized access, disclosure, or misuse of unencrypted recordings.
  • 6.6. Sending and Storing of Media: Callture is not liable for any failure to provide new or previously stored media, including call recordings, voicemails, faxes, texts, or greetings.
  • 6.7. Use of Call Data, Audio, and Transcriptions: Client acknowledges and agrees that Callture may process and analyze call data, call audio, and/or transcriptions of call audio within its service infrastructure. This processing is solely for internal purposes, including analytics, quality control, and to facilitate the rendering of specific service offerings for clients. Callture is committed to maintaining the privacy and confidentiality of this data and will not share it with any third parties, unless otherwise legally obligated to do so (e.g., in response to a court order or subpoena).

VII. Disclaimers, Liability, and Indemnification

  • 7.1. NO WARRANTIES: CALLTURE MAKES NO EXPRESS OR IMPLIED WARRANTIES TO CLIENT AS TO THE DESCRIPTION, QUALITY, MERCHANTABILITY, COMPLETENESS, OR FITNESS FOR ANY PURPOSE OF THE GOODS OR SERVICES PROVIDED. CALLTURE EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
  • 7.2. LIMITATION OF LIABILITY: UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL CALLTURE OR ANYONE ELSE INVOLVED IN CREATING, PRODUCING, OR DISTRIBUTING THE SERVICES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE SERVICES; OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS, OR ANY FAILURE OF PERFORMANCE. This includes damages from "hacking activities" by third parties.
  • 7.3. INDEMNIFICATION: The Client shall defend, indemnify, and hold harmless Callture, its officers, directors, employees, and agents from any breach of this Agreement, use of the Client’s account, or the transmission of any content using the Services. Callture will provide written notice of any such claim and will be defended by attorneys of its choice at the Client’s expense.

VIII. Legal and General Provisions

  • 8.1. Governing Law and Arbitration: This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. The Parties hereby irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Ontario, located in the City of Toronto, for any dispute arising out of this Agreement.
  • 8.2. Severability: If any provision of this Agreement is held to be invalid, such invalidity shall not affect the remaining provisions, which shall remain in full force and effect.
  • 8.3. No Waiver: The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of any subsequent breach of the same or any other provision.
  • 8.4. Entire Agreement: This Agreement, along with any additional terms for specific services found on the Callture website, constitutes the entire agreement between the parties. The submission of application information and use of the Services assumes the Client has read and agreed to these terms.