Callibrain Subscription Agreement

The following terms and conditions govern all use of Callibrain. The product and its features are owned and operated by Wizards of Gyan, Inc., (“Callibrain). The product is offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, Callibrain’s Acceptable Use Policy , Support Services Guidelines, Service Level Agreement and Subscription Agreement).

Please read this Agreement carefully before accessing or using the Callibrain. By accessing or using any part Callibrain, you agree to become bound by the terms and conditions of this agreement. If you do not agree to all the terms and conditions of this agreement, then you may not access the Callibrain or use any services. If these terms and conditions are considered an offer by Callibrain, acceptance is expressly limited to these terms.

This Callibrain Subscription Agreement (the “Agreement”) is entered into by and between Callibrain d.b.a. Wizards of Gyan Inc., a Delaware corporation, with offices at 725 Cool Springs Blvd., Franklin, TN 37067 (“Callibrain”) and the entity agreeing to these terms (“Customer”). This Agreement is effective as of the date you click the “I Accept” button below or, if applicable, the date the Agreement is countersigned (the “Effective Date”). If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer, or the applicable entity, to these terms and conditions; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of the party that you represent, to this Agreement. If you do not have the legal authority to bind your employer or the applicable entity, please do not click the “I Accept” button below (or, if applicable, do not sign this Agreement). This Agreement governs Customer’s access to and use of the Services.

  1. Services.

    • 1.1 Facilities and Data Transfer.All facilities used to store and process Customer Data will adhere to reasonable security standards no less protective than the security standards at facilities where Callibrain stores and processes its own, similar information. Callibrain has implemented at least industry standard systems and procedures to ensure the security and confidentiality of Customer Data, to protect against anticipated threats or hazards to the security or integrity of Customer Data and to protect against unauthorized access to or use of Customer Data. As part of providing the Services Callibrain may transfer, store and process Customer Data in the United States or any other country in which Callibrain or its agents maintain facilities. By using the Services Customer consents to this transfer, processing and storage of Customer Data.
    • 1.2 Modifications.
      • a. To the Services. Callibrain may make commercially reasonable changes to the Services from time to time. If Callibrain makes a material change to the Services Callibrain will inform Customer, provided that Customer has subscribed with Callibrain to be informed about such change.
      • b. To Terms. Callibrain may make commercially reasonable changes to the Terms from time to time. If Callibrain makes a material change to the Terms, Callibrain will inform Customer by sending an email to the Notification Email Address or alerting Customer via the Account Management Console. If the change has a material adverse impact on Customer and Customer does not agree to the change, Customer must so notify Callibrain within thirty days after receiving notice of the change. If Customer notifies Callibrain as required, the Customer will remain governed by the terms in effect immediately prior to the change until the end of the then-current Services Term for the affected Services. If the affected Services are renewed, they will be renewed under Callibrain’s then current Terms.
  1. Customer Obligations.

    • 2.1 Compliance. Customer will use the Services in accordance with the Acceptable Use Policy. Callibrain may make available new features or functionality, use of which may be contingent upon Customer’s agreement to additional terms.
    • 2.2 Customer Administration of the Services. Customer may specify one or more Administrators through the Account Management Console who will have the rights to access Admin Account(s) and to administer the End User Accounts. Customer is responsible for: (a) maintaining the confidentiality of the password and Admin Account(s); (b) designating those individuals who are authorized to access the Admin Account(s); and (c) ensuring that all activities that occur in connection with the Admin Account(s) comply with the Agreement. Customer agrees that Callibrain’s responsibilities do not extend to the internal management or administration of the Services for Customer and that Callibrain is merely a data-processor.

    • 2.3 End User Consent. Customer’s Administrators may have the ability to access, monitor, use or disclose data available to End Users within the End User Accounts. Customer will obtain and maintain all required consents from End Users to allow: (i) Customer’s access, monitoring, use and disclosure of this data and Callibrain providing Customer with the ability to do so and (ii) Callibrain to provide the Services.

    • 2.4 Unauthorized Use. Customer will use commercially reasonable efforts to prevent unauthorized use of the Services and to terminate any unauthorized use. Customer will promptly notify Callibrain of any unauthorized use of or access to the Services of which it becomes aware.

    • 2.5 Restrictions on Use. Unless Callibrain specifically agrees in writing, Customer will not, and will use commercially reasonable efforts to make sure a third party does not: (a) sell, resell, lease or the functional equivalent the Services to a third party (unless expressly authorized in this Agreement); (b) attempt to reverse engineer the Services or any component; (c) attempt to create a substitute or similar service through use of, or access to, the Services; (d) use the Services for High Risk Activities; or (e) use the Services to store or transfer any Customer Data that is controlled for export under Export Control Laws. Customer is solely responsible for any applicable compliance with HIPAA.

    • 2.6 Third Party Requests. Customer is responsible for responding to Third Party Requests. Callibrain will, to the extent allowed by law and by the terms of the Third Party Request: (a) promptly notify Customer of its receipt of a Third Party Request; (b) comply with Customer’s reasonable requests regarding its efforts to oppose a Third Party Request; and (c) provide Customer with the information or tools required for Customer to respond to the Third Party Request. Customer will first seek to obtain the information required on its own and will contact Callibrain only if it cannot reasonably obtain such information.

  2. Payment.

    • 3.1 Payment. All payments due are in U.S. dollars unless otherwise indicated on the Order Page or invoice.

      • a. Credit Card Orders. Fees for Credit Card orders are due immediately upon order placement. Callibrain will bill the credit card provided via the Order Page for all applicable Fees when due. If credit card authorizations or charge attempts are declined, Callibrain may immediately disable or cancel the Services at its sole discretion.

      • b. Invoice Orders. Fees for orders where Callibrain issues an invoice are due upon Customer’s receipt of the invoice and are considered delinquent thirty days after the date of the applicable invoice.

    • 3.2 Delinquent Payments. Delinquent payments may bear interest at the rate of one-and-one-half percent per month (or the highest rate permitted by law if less) from the payment due date until paid in full. Customer will be responsible for all reasonable expenses (including attorneys’ fees) incurred by Callibrain in collecting such delinquent amounts except where such delinquent amounts are due to Callibrain’s billing inaccuracies.

    • 3.3 Taxes. Customer is responsible for any Taxes and Customer will pay Callibrain for the Services without any reduction for Taxes. If Callibrain is obligated to collect or pay Taxes, the Taxes will be invoiced to Customer unless Customer provides Callibrain with a valid tax exemption certificate authorized by the appropriate taxing authority. If Customer is required by law to withhold any Taxes from its payments to Callibrain, Customer must provide Callibrain with an official tax receipt or other appropriate documentation to support such withholding.

  3. Callibrain Support Services.

    • 4.1 By Customer. Customer will, at its own expense, respond to questions and complaints from End Users or third parties relating to Customer’s or End Users’ use of the Services. Customer will use commercially reasonable efforts to resolve support issues before escalating them to Callibrain.

    • 4.2 By Callibrain. If Customer cannot resolve a support issue consistent with the above, then Customer may escalate the issue to Callibrain in accordance with the Callibrain Support Guidelines. Callibrain will provide Support to Customer in accordance with the Support Guidelines.

  4. Suspension.

    • 5.1 Of End User Accounts by Callibrain. If Callibrain becomes aware of an End User’s violation of the Agreement, then Callibrain may specifically request that Customer Suspend the applicable End User Account. If Customer fails to comply with Callibrain’’s request to Suspend an End User Account, then Callibrain may do so. Any Suspension by Callibrain will remain in force until the applicable End User has cured the breach that caused the Suspension.

    • 5.2 Emergency Security Issues. Notwithstanding the foregoing, Callibrain may automatically Suspend the offending use for an Emergency Security Issue. Such a Suspension will be to the minimum extent and duration required to prevent or terminate the Emergency Security Issue. If Callibrain Suspends an End User Account for any reason without prior notice to Customer, at Customer’s request Callibrain will provide Customer the reason for the Suspension as soon as is reasonably possible.

  5. Confidential Information.

    • 6.1 Obligations. Each party will: (a) protect the other party’s Confidential Information with the same standard of care it uses to protect its own Confidential Information; and (b) not disclose the Confidential Information except to Affiliates, employees and agents who need to know it and who have agreed in writing to keep it confidential. Each party (and any Affiliates’ employees and agents to whom it has disclosed Confidential Information) may use Confidential Information only to exercise rights and fulfill its obligations under this Agreement, while using reasonable care to protect it. Each party is responsible for any actions of its Affiliates’ employees and agents in violation of this Section.

    • 6.2 Exceptions. Confidential Information does not include information that: (a) the recipient of the Confidential Information already knew; (b) becomes public through no fault of the recipient; (c) was independently developed by the recipient; or (d) was rightfully given to the recipient by another party.

    • 6.3 Required Disclosure. Each party may disclose the other party’s Confidential Information when required by law but only after it, if legally permissible: (a) uses commercially reasonable efforts to notify the other party; and (b) gives the other party the chance to challenge the disclosure.

  6. Intellectual Property Rights; Brand Features.

    • 7.1 Intellectual Property Rights. Except as expressly set forth herein, this Agreement does not grant either party any rights, implied or otherwise, to the other’s content or intellectual property. As between the parties, Customer owns all Intellectual Property Rights in Customer Data and Callibrain owns all Intellectual Property Rights in the Services.

  1. Representations, Warranties and Disclaimers.

    • 8.1 Representations and Warranties. Each party represents that it has full power and authority to enter into the Agreement. Each party warrants that it will comply with all laws and regulations applicable to its provision, or use of the Services (including applicable security breach notification law). Callibrain warrants that it will provide the Services in accordance with the applicable SLA.

    • 8.2 Disclaimers. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, NEITHER PARTY MAKES ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. CALLIBRAIN IS PROVIDED ‘AS-IS.’ CALLIBRAIN  MAKES NO WARRANTY THAT THE SERVICE WILL BE ERROR FREE OR THAT ACCESS TO IT WILL BE CONTINUOUS OR UNINTERRUPTED (SEE CALLIBRAIN ‘SLA’ BELOW). CALLIBRAIN MAKES NO REPRESENTATIONS ABOUT ANY CONTENT OR INFORMATION MADE ACCESSIBLE BY OR THROUGH THE SERVICES. CUSTOMER ACKNOWLEDGES THAT THE SERVICES ARE NOT A TELEPHONY SERVICE AND THAT THE SERVICES ARE NOT CAPABLE OF PLACING OR RECEIVING ANY CALLS INCLUDING EMERGENCY SERVICES CALLS OVER PUBLICLY SWITCHED TELEPHONE NETWORKS.

    • 8.3 General Representation and Warranty. Customer represents and warrants that (i) use of the Callibrain will be in strict accordance with the Acceptable Use Policy, with this Agreement and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside) and (ii) Customer’s use of Callibrain will not infringe or misappropriate the intellectual property rights of any third party.

  2. Term

    • 9.1 Agreement Term. This Agreement will remain in effect for the Term.

    • 9.2 Services Term and Purchases During Services Term. Callibrain will provide the Services to Customer during the Services Term. Unless the parties agree otherwise in writing, End User Accounts purchased during any Services Term will have a prorated term ending on the last day of that Services Term

    • 9.3 Auto-Renewal. At the end of each Services Term, the Services (and all End User Accounts previously purchased) will automatically renew for an additional default Services Term of twelve months. Customer will pay Callibrain the then-current yearly Fees for each renewed End User Account unless Customer and Callibrain mutually agree otherwise. If Callibrain does not want the Services to renew, then it will provide Customer written notice to this effect at least fifteen days prior to the end of the then current Services Term. This notice of non-renewal will take effect upon the conclusion of the then current Services Term.

    • 9.4 Revising Rates. Callibrain may revise its rates for the following Services Term by providing Customer written notice (which may be by email) at least thirty days prior to the start of the following Services Term.

  3. Termination.

    • 10.1 Termination for Breach. Either party may suspend performance or terminate this Agreement if: (i) the other party is in material breach of the Agreement and fails to cure that breach within thirty days after receipt of written notice; (ii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety days; or (iii) the other party is in material breach of this Agreement more than two times notwithstanding any cure of such breaches.

    • 10.2 Effects of Termination. If this Agreement terminates, then: (i) the rights granted by one party to the other will cease immediately (except as set forth in this Section); (ii) Callibrain will provide Customer access to, and the ability to export, the Customer Data for a commercially reasonable period of time at Callibrain’s then-current rates for the applicable Services; (iii) after a commercially reasonable period of time, Callibrain will delete Customer Data by removing pointers to it on Callibrain’s active servers and overwriting it over time; and (iv) upon request each party will promptly use commercially reasonable efforts to return or destroy all other Confidential Information of the other party.

  4. Indemnification.

    • 11.1 By Customer. Customer will indemnify, defend, and hold harmless Callibrain from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim: (i) regarding Customer Data; or (ii) regarding Customer’s use of the Services in violation of the Acceptable Use Policy.

    • 11.2 By Callibrain. Callibrain will indemnify, defend, and hold harmless Customer from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim regarding Callibrain’s technology used to provide the Services. Notwithstanding the foregoing, in no event shall Callibrain have any obligations or liability under this Section arising from: (i) use of any Services in a modified form or in combination with materials not furnished by Callibrain, and (ii) any content, information or data provided by Customer, End Users or Third Parties.

    • 11.3 Possible Infringement.

      • a. Repair, Replace, or Modify. If Callibrain reasonably believes the Services infringe a third party’s Intellectual Property Rights, then Callibrain will: (a) obtain the right for Customer, at Callibrain’s expense, to continue using the Services; (b) provide a non-infringing functionally equivalent replacement; or (c) modify the Services so that they no longer infringe.

      • b. Suspension or Termination. If Callibrain does not believe the foregoing options are commercially reasonable, then Callibrain may suspend or terminate Customer’s use of the impacted Services. If Callibrain terminates the impacted Services, then Callibrain will provide a pro-rata refund of the unearned Fees actually paid by Customer applicable to the period following termination of such Services.

    • 11.4 General. The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party has full control and authority over the defense, except that: (a) any settlement requiring the party seeking indemnification to admit liability or to pay any money will require that party’s prior written consent, such consent not to be unreasonably withheld or delayed; and (b) the other party may join in the defense with its own counsel at its own expense. THE INDEMNITIES ABOVE ARE A PARTY’S ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION BY THE OTHER PARTY OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.

  5. Limitation of Liability.

    • 12.1 Limitation on Indirect Liability. NEITHER PARTY WILL BE LIABLE FOR (UNDER THIS AGREEMENT FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.

    • 12.2 Limitation on Amount of Liability. NEITHER PARTY MAY BE HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN THE AMOUNT PAID BY CUSTOMER TO CALLIBRAIN HEREUNDER DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

    • 12.3 In no event will Callibrain be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) the cost of procurement for substitute products or services; (ii) for interruption of use other than what is specified in the SLA or (iii) loss or corruption of data;  Callibrain shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.

    • 12.4 Exceptions to Limitations. These limitations of liability apply to the fullest extent permitted by applicable law but do not apply to breaches of confidentiality obligations, violations of a party’s Intellectual Property Rights by the other party, or indemnification obligations.

  6. Miscellaneous.

    • 13.1 Notices. Unless specified otherwise herein, (a) all notices must be in writing and addressed to the attention of the other party’s legal department and primary point of contact and (b) notice will be deemed given: (i) when verified by written receipt if sent by personal courier, overnight courier, or when received if sent by mail without verification of receipt; or (ii) when verified by automated receipt or electronic logs if sent by facsimile or email.

    • 13.2 Assignment. Neither party may assign or transfer any part of this Agreement without the written consent of the other party, except to an Affiliate, but only if: (a) the assignee agrees in writing to be bound by the terms of this Agreement; and (b) the assigning party remains liable for obligations incurred under the Agreement prior to the assignment. Any other attempt to transfer or assign is void.

    • 13.3 Change of Control. Upon a change of control (for example, through a stock purchase or sale, merger, or other form of corporate transaction): (a) the party experiencing the change of control will provide written notice to the other party within thirty days after the change of control; and (b) the other party may immediately terminate this Agreement any time between the change of control and thirty days after it receives the written notice in subsection (a).

    • 13.4 Force Majeure. Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance) that was beyond the party’s reasonable control.

    • 13.5 No Waiver. Failure to enforce any provision of this Agreement will not constitute a waiver.

    • 13.6 Severability. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.

    • 13.7 No Agency. The parties are independent contractors, and this Agreement does not create an agency, partnership or joint venture.

    • 13.8 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

    • 13.9 Equitable Relief. Nothing in this Agreement will limit either party’s ability to seek equitable relief.

    • 13.10 Governing Law. This Agreement is governed by Tennessee law, excluding that state’s choice of law rules. FOR ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN WILLIAMSON COUNTY, TENNESSEE.

    • 13.11 Amendments. Any amendment must be in writing and expressly state that it is amending this Agreement.

    • 13.12 Survival. The following sections will survive expiration or termination of this Agreement: Section 3, 6, 7, 10.2, 11, 12, 13 and 14.

    • 13.13 Entire Agreement. This Agreement, and all documents referenced herein, is the parties’ entire agreement relating to its subject and supersedes any prior or contemporaneous agreements on that subject. It may only be modified by a written amendment signed by an authorized executive of Callibrain, or by the posting by Callibrain of a revised version. The terms located at a URL and referenced in this Agreement are hereby incorporated by this reference. 13.14 Interpretation of Conflicting Terms. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: the Order Page, the Agreement, and the terms located at any URL. If Customer signs a physical agreement with Callibrain to receive the Services, the physical agreement will override this online Agreement.

    • 13.15 Counterparts. The parties may enter into this Agreement in counterparts, including facsimile, PDF or other electronic copies, which taken together will constitute one instrument.

  7. Definitions.

    • “Acceptable Use Policy” means the acceptable use policy for the Services available at http://callibrain.com/support-center/acceptable-use-policy-20131115/ or such other URL as Callibrain may provide.

    • “Account Manager” means the Callibrain business person working with Customer regarding Customer’s purchase of the Services.

    • “Admin Account(s)” means the administrative account(s) provided to Customer by Callibrain for the purpose of administering the Services. The use of the Admin Account(s) requires a password, which Callibrain will provide to Customer.

    • “Account Management Console” means the online tool provided by Callibrain to Customer for use in reporting and certain other administration functions.

    • “Administrators” mean the Customer-designated technical personnel who administer the Services to End Users on Customer’s behalf.

    • “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.

    • “Confidential Information” means information disclosed by a party to the other party under this Agreement that is marked as confidential or would normally be considered confidential under the circumstances. Customer Data is Customer’s Confidential Information.

    • “Customer Data” means data, including email, provided, generated, transmitted or displayed via the Services by Customer or End Users.

    • “Emergency Security Issue” means either: (a) Customer’s use of the Services in violation of the Acceptable Use Policy, which could disrupt: (i) the Services; (ii) other customer’s use of the Services; or (iii) the Callibrain network or servers used to provide the Services; or (b) unauthorized third party access to the Services.

    • “End Users” means the individuals Customer permits to use the Services.

    • “End User Account” means a Callibrain-hosted account established by Customer through the Services for an End User.

    • “Export Control Laws” means all applicable export and reexport control laws and regulations, including the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control, and the International Traffic in Arms Regulations (“ITAR”) maintained by the Department of State.

    • “Fees” means the amounts invoiced to Customer by Callibrain for the Services as described in an Order Page.

    • “Support Center” means the Callibrain Support Center accessible at http://callibrain.com/support-center/, or other such URL as Callibrain may provide.

    • “High Risk Activities” means uses such as the operation of nuclear facilities, air traffic control, or life support systems, where the use or failure of the Services could lead to death, personal injury, or environmental damage.

    • “HIPAA” means the Health Insurance Portability and Accountability Act of 1996, as may be amended from time to time, and any regulations issued thereunder.

    • “Initial Services Term” means the term for the applicable Services beginning on the Service Commencement Date and continuing for 12 months (or, if different, the duration set forth on the Order Page).

    • “Intellectual Property Rights” means current and future worldwide rights under patent law, copyright law, trade secret law, trademark law, moral rights law, and other similar rights.

    • “Notification Email Address” means the email address(es) of Administrator(s) designated by Customer. Customer may change Administrator(s) through the Account Management Console.

    • “Order Page” means the online order page Customer completes in signing up for the Services or attached to this Agreement, and which contains: (i) the Services being ordered; (ii) Fees; (iii) number of, and Initial Services Term for, End User Accounts; (iv) the applicable form of payment (e.g. a valid credit card); and (v) Customer Domain Names.

    • “Service Commencement Date” is the date upon which Callibrain makes the Services available to Customer, and will be within one week of Callibrain’s receipt of the completed Order Page, unless otherwise agreed by the parties.

    • “Service Pages” mean the web pages displaying the Services to End Users.

    • “Services” means the applicable Callibrain Services (e.g. Callibrain Platinum Edition or Callibrain Standard Edition) provided by Callibrain and used by Customer under this Agreement. The Services are as described here: http://callibrain.com/support-center/callibrain-services-summary-20131115/, or other such URL as may be provided by Callibrain.

    • “Services Term” means the applicable Initial Services Term and all renewal terms for the applicable Services.

    • “SLA” means the Service Level Agreement located here: http://callibrain.com/support-center/callibrain-service-level-agreement-20131115/, or such other URL as Callibrain may provide.

    • “Suspend” means the immediate disabling of access to the Services, or components of the Services, as applicable, to prevent further use of the Services.

    • “Taxes” means any duties, customs fees, or taxes (other than Callibrain’s income tax) associated with the sale of the Services, including any related penalties or interest.

    • “Term” means the term of the Agreement, which will begin on the Effective Date and continue until the earlier of (i) the end of the last Services Term or (ii) the Agreement is terminated as set forth herein.

    • “Third Party Request” means a request from a third party for records relating to an End User’s use of the Services. Third Party Requests can be a lawful search warrant, court order, subpoena, other valid legal order, or written consent from the End User permitting the disclosure.

    • “Support Services” means the technical support services provided by Callibrain to the Administrators during the Term pursuant to the Support Services Guidelines.

    • “Support Services Guidelines” means Callibrain’s technical support services guidelines then in effect for the Services. Support Services Guidelines are at the following URL: http://callibrain.com/support-center/callibrain-support-guidelines-20131115/  or such other URL as Callibrain may provide.

    • “Terms” means the “Acceptable Use Policy,” the “Service Level Agreement,” and the “Support Services Guidelines.”

Dated: 11/15/2013