Terms & Conditions

Kickcall.aiI General Terms and Conditions(GTC) for the Use of Kick call Software and Marketplace.

IMPORTANT NOTICE: These Terms of Service (the “Agreement”) govern your access to and use of the kickcall.ai platform, software, and services (collectively, the “Platform”). If you are receiving the access of the Platform through a kickcall.ai Partner (an "Enterprise" or "Agency"), the terms of your separate written agreement will govern your specific commercial and pricing relationship, but you are still bound by the terms of use, limitations, and intellectual property clauses in this Agreement.

1. Acceptance of Terms

By accessing or using the Platform, you, whether you are an Enterprise, Agency, or End-Customer Business (collectively, "Customers"), agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms.

2. Services and Licenses

1. Direct Subscription: If you have entered into a subscription agreement directly with Kickcall.ai (the "Company"), the Company grants you a non-exclusive, non-transferable, limited license to access and use the Platform for your internal business operations (providing services to your patients/clients), subject to your timely payment of subscription fees.
2. Partner Agreement: If you obtain access to the Platform through an Enterprise or an Agency, your license to use the Platform is contingent upon your adherence to the terms of your separate partner agreement AND your compliance with these Terms.
3. Service Tiers and Scope: The specific features, usage limits, and support entitlements are defined in your partner agreement, or the specific service plan you select. Kickcall.ai reserves the right to modify or discontinue any feature or service tier upon reasonable notice.
   

3. Fees and Payment

1. Direct Customer: If you subscribe directly with Kickcall.ai, you agree to pay all applicable subscription, usage, and setup fees based on the billing cycle established on your Order Form.If you subscribe through an Agency, you are solely responsible for all payments to that respective Agency.
2. Enterprise Partner Customer: If you obtain the Platform license as an Enterprise, you agree to pay your license based on the terms of your separate Enterprise partner agreement AND your compliance with these Terms.
3. Agency White Label Solution Customer: If you obtain the Platform license as an Agency, you agree to pay your license based on the terms of your separate Agency partner agreement AND your compliance with these Terms.

4. Intellectual Property and Usage Restrictions

1. Ownership: The Platform, including all code, software, Customer interfaces, documentation, and the Kickcall.ai brand, is the exclusive property of Kickall.ai and its licensors. You are only purchasing a license to use the Platform, not ownership of the Platform itself.
2. Third-Party Integrations: You acknowledge and agree that integrations with third-party services (e.g., EHRs, payment processors) are technically connected and may be legally registered in kickcall.ai’s name. Kickcall.ai acts as the technical connector to facilitate these services. Your Enterprise partner agreement or Agency White Label solution agreement (if applicable) do not extend to claiming ownership or branding of these underlying third-party connections.
3. Prohibited Conduct: You shall not: (a) copy, modify, or create derivative works of the Platform; (b) reverse engineer, decompile, or attempt to derive the source code; (c) transfer, sublicense, or rent the Platform except as explicitly permitted under a valid written agreement with Kickcall.ai or its authorized partner; or (d) use the Platform for any unlawful purpose.

5. Data, Privacy, And Hipaa Compliance

1. Data Ownership: You retain all ownership rights in the data you upload or submit to the Platform ("Customer Data").
2. Role of Kickcall.ai: Kickcall.ai operates as a Business Associate regarding PHI If you subscribe directly with Kickcall.ai, Our obligations are limited to the terms of the applicable BAA.
3. Protected Health Information (PHI): If your use of the Platform involves Protected Health Information (PHI) as defined by HIPAA (U.S. Health Insurance Portability and Accountability Act), you acknowledge that: a. You must comply with all applicable HIPAA requirements. b. You must execute a Business Associate Agreement (BAA) with the entity that is directly billing you.

6. Support and Warranties

1. Support Channel
   • Direct Subscribers: Kickcall.ai will provide support as per your plan. If you subscribe through an Agency, then the Agency is responsible for providing support.
   • For Enterprise and Agency: Your support will be based on the terms of your separate partner agreement.
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2. Warranty
   • The Kickcall.ai warrants the Platform shall be available 99.9% of the time, excluding scheduled maintenance, force-majeure events, downtime due to the Agency’s network, devices, or third-party providers, and other factors outside Kickcall’s reasonable control.
   • Except as expressly provided herein, Kickcall makes no warranty of any kind, whether express, implied, statutory or otherwise, and Kickcall specifically disclaims all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement, to the maximum extent permitted by applicable law.

7. Liability

1. Kickcall is liable for damages caused intentionally or through gross negligence by Kickcall, its legal representatives and vicarious agents, as well as in the event of a breach of a material contractual obligation that is essential for the fulfillment of the contract in the first place and on which the Customer may rely.
2. In case of gross negligence and regarding Material Duties in case of simple negligence Kickcall’s liability is limited to the contractually typical foreseeable damage.
3. Otherwise, Kickcall’s liability is excluded, irrespective of the legal grounds, unless Kickcall is subject to mandatory liability under the law, in particular for damages resulting from injury to life, limb or health of a person, the assumption of an express guarantee, fraudulent concealment of a defect.
4. Kickcall’s strict liability for defects existing at the time of delivery of the Software is excluded.
5. The limitations of liability in the above paragraphs also apply to claims against legal representatives and vicarious agents of Kickcall.

8. Term and Termination

1. Term of Agreement: These Terms commence on the date you first use the Platform and shall remain in effect for the duration of your valid subscription or access granted by kickcall.ai or an authorized partner.
2. Termination by Customer: A customer may terminate this Agreement by canceling their subscription (if a Direct Client of kickcall.ai) or by terminating their agreement with their respective Enterprise or Agency partner. Termination is subject to the terms of the specific underlying commercial agreement, including any minimum commitment periods or cancellation fees.
3. Termination by Kickcall.ai: Kickcall.ai may suspend or terminate your access to the Platform immediately upon written notice if you or your associated partner materially breach any provision of these Terms, including, without limitation, non-payment of fees or violation of the Intellectual Property clauses.
4. Effect of Termination: Upon termination for any reason: a. All licenses and rights granted to you hereunder shall immediately cease. b. You must immediately cease all use of the Platform and destroy all copies of any documentation or proprietary information related to the Platform. c. Sections 4 (Intellectual Property), 7 (Limitation of Liability), and 11 (Governing Law) shall survive termination.

9. Amendments to GTC

1. Kickcall reserves the right to change or amend these GTC in whole or in part for the following reasons: legal or regulatory reasons, security reasons, to further develop or optimise existing qualities of the Software and to add additional qualities, to adapt to technical progress and make technical adjustments and to guarantee the future functionality of the Software.
2. Kickcall will inform the Customer of any changes, communicating the specific content of the modified provisions with sufficient advance notice at least two weeks before the planned changes come into force.
3. All declarations concerning amendments to these GTC including this form requirement must be submitted in text form (email is sufficient). This also applies to amendments of this clause.
4. The Customer has a right to object to such changes within two weeks upon receipt of the notification. If the Customer does not object to the change notification within two weeks upon its receipt, the changes are deemed as accepted by the Customer. In the change notification, Kickcall will separately inform the Customer about the right to object and the above-mentioned legal consequences of remaining silent.

10. General Provisions

1. This Agreement constitutes the entire agreement between you and Kickcall.ai concerning the subject matter herein, unless you have executed a specific superseding contract (e.g., Enterprise or Agency contract).
2. Neither party is entitled to transfer the Agreement or to assign rights or obligations under these GTC to a third party without the prior written consent of the other party.

11. Governing Law And Dispute Resolution

This Agreement and these GTC shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.