IMPORTANT: Carefully read these Terms of Service (this “Agreement”) before using the Service (as defined below).
This Agreement sets forth the terms and conditions that apply to your access and use of the software-as-a-service platform owned and operated by Agents Only Technologies Inc. (“Agents Only”, “we”, “our” or “us”) and the services available thereon, including without limitation the online platform which enables organizations to engage and manage call center agents (collectively, the “Service”).
Provision of the Service is made pursuant to an overarching Services Agreement (“Client Agreement”) between Agents Only and the client organization (“Client”) which has authorized you to access and use the platform, subject to the terms and conditions of this Agreement. This Agreement creates a binding legal agreement between you (“User”, “you” or “your”) and Agents Only.
BY ACCESSING OR USING THE SITE OR SERVICE OR CLICKING ON THE “I ACCEPT” OR SIMILAR BUTTON, YOU ARE INDICATING YOUR ACCEPTANCE TO BE BOUND BY THIS AGREEMENT.
In order to enter into this Agreement, you must have reached the legal age of majority in your jurisdiction of residence, and be fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in this Agreement, and to abide by and comply with this Agreement. It is your responsibility to ensure that you are legally eligible to enter into this Agreement under any laws applicable to you. Furthermore, you must have the authority from the client organization with whom Agents Only has a contractual relationship to access and use the platform.
If you accept this Agreement, you represent that you have the capacity to be bound by it you have the necessary rights and authorizations to enter into and perform the obligations under this Agreement.
By accepting this Agreement, you agree to be bound by the terms and conditions of this Agreement, as well as Agents Only’s Privacy Policy located at https://www.agentsonly.com/privacy (the “Privacy Policy”), as it may be amended from time to time in the future.
Agents Only may amend any part of this Agreement by adding, deleting, or varying their content from time-to-time in our discretion. Agents Only will provide you with notice of the proposed amendment by posting an amended version of this Agreement with a new “Last Updated” date. Agents Only will include a link to the previous version of the terms beneath the last updated date.
The amendments will take effect 30 days after the date on which the amended version is posted. Prior to that date, the previous version of this Agreement will continue to apply.
If you disagree with any amendments, your only remedy is to stop using the Service.
As used in this Agreement:“Account” is defined in Section 5.1.
3.2 “Agents Only Technology” is defined in Section 6.1.
3.3 “Personal Information” means information about or relating to an identified or identifiable individual that is subject to any Privacy Laws.
3.4 “Privacy Laws” means all applicable local, federal, provincial, state and foreign legislation and regulations governing the collection, use and disclosure of Personal Information in the jurisdictions where User uses the Service, which may include the Personal Information and Protection of Electronic Documents Act (Canada), the Personal Information Protection Act (British Columbia) and other equivalent provincial legislation.
3.5 “System” means the technology, including hardware, software and systems, used by Agents Only to deliver the Service to User in accordance with this Agreement.
3.6 “User Data” means any data, information, or information contained in any database, template or other similar document (a) submitted by User through the Service, (b) provided by User to Agents Only as part of the Service, or (c) supplied to Agents Only by or on behalf of User.
3.7 “UserID” is defined in Section 5.1.
4.1 The Service. Subject to your compliance with the terms and conditions of this Agreement, and subject to a valid and subsisting Client Agreement, Agents Only grants you a non-exclusive, non-transferrable and non-sublicensable right to access and use the Service for the purposes of the Client’s internal business purposes as permitted under the Client Agreement.
4.2 System Updates and Scheduled Downtime. Agents Only may update any aspect of the Service or System at any time in its sole discretion. Agents Only may schedule downtime for maintenance and upgrades to the System without prior notice but will use commercially reasonable efforts to provide advance notice where practicable.
4.3 Privacy Policy. To the extent any User Data contains Personal Information, it will be used, collected, stored and disclosed for the purposes contemplated under this Agreement and in accordance with the Privacy Policy.
4.4 Internet Security Disclaimer. User acknowledges and agrees that Agents Only exercises no control over, and accepts no responsibility for, any content passing through the Internet or for Internet connectivity outside of Agents Only’s control. User acknowledges that the Internet is inherently risky despite reasonable measures being taken, and User assumes responsibility for its use of the Service over the Internet.
4.5 Limitation, Suspension or Termination of Access. In addition to the other rights and remedies of Agents Only under this Agreement, Agents Only may suspend, terminate or limit, in Agents Only’s reasonable discretion, User’s access to or use of the Service, or any part of it, without notice in order to: (a) prevent damage to, or degradation of the integrity of the System or any of User’s systems; (b) comply with any law, regulation, court order or other governmental request or order; or (c) otherwise protect Agents Only from harm to its reputation or business. Agents Only will use commercially reasonable efforts to notify User of a limitation, suspension or termination action as soon as reasonably practicable. In the event of a limitation or suspension, Agents Only will restore User’s access to the Service when Agents Only determines the event has been resolved. Nothing in this Agreement will limit Agents Only’s right to take any action or invoke remedies, or will act as a waiver of Agents Only’s rights in any way with respect to any of the foregoing activities. Agents Only will not be responsible for any loss or damages of any kind incurred by User as a result of any limitation, termination or suspension of the Service under this Section 4.5.
5.1 Access and Security Guidelines. In order to use the Service, we may require you to setup an account (an “Account”) by supplying a unique user identification name and password (“UserID”) to Agents Only, or a UserID may be assigned to you. User must ensure its UserID is not shared (except to Authorized Users, defined below) and is kept confidential, and is responsible for any and all activity occurring through its UserID. User will promptly notify Agents Only of any actual or suspected unauthorized use of the Service. Agents Only may require that User’s UserID be replaced at any time. You acknowledge and agree that you will provide accurate, current and complete information when setting up an Account, and will not provide inaccurate, misleading or fraudulent information about or relating to your business, services and any Jobs. Agents Only does not have any obligation to monitor or review the accuracy and currency of any information you provide to us, but we may suspend or terminate your account if we determine, in our sole discretion, that you provided information that is false, inaccurate or misleading. Agents Only reserves the right to subject your Account to our verification procedures to confirm your identity, location and authority to act on behalf of your business. You agree that Agents Only may make reasonable inquiries and requests to you and third parties in connection with Agents
Only’s verification procedures.
5.2 User Responsibilities and Restrictions. User will, at all times, comply with all applicable local, state, provincial, federal and foreign laws in using the Service. Without limiting the generality of Section 5.1, User agrees that User will not, and will not permit any person, to:
(a) use the Service other than as permitted by this Agreement;
(b) use the Service in a manner that violates or infringes any person’s privacy rights, publicity rights, human rights (including with respect to non-discrimination), intellectual property rights, proprietary rights, contractual rights or any other legal rights;
(c) use the Service in a manner that is abusive or exploitative of workers, constitutes harassment, is defamatory, obscene, misleading, fraudulent or that violates applicable laws;
(d) sublicense or transfer any of User’s rights under this Agreement, except as otherwise provided in this Agreement, or otherwise use the Service for the benefit of a third party or to operate a service bureau;
(e) copy, modify, alter, change, translate, decrypt, obtain or extract the source code of, create derivative works from, reverse engineer, reverse assemble, decompile, disassemble or reverse compile any part of the Service;
(f) use or launch any automated system, including without limitation any “robot” or “spider” that accesses the Service; or
(g) interfere with, or attempt to interfere with, the Service, the System or any other networks or services connected to the Service, whether through the use of viruses, bots, worms or any other computer code, file or program that interrupts, destroys or limits the functionality of any computer software or hardware.
5.3 User Data. User is solely responsible for the User Data and will not provide or transmit any User Data or any other information, data or material that: (a) infringes or violates any intellectual property rights, publicity/privacy rights, law or regulation; or (b) contains any viruses or programming routines intended to damage, surreptitiously intercept or expropriate any system, data or personal information. Agents Only may take remedial action if User Data violates this Section 5.3, however, Agents Only is under no obligation to review User Data for accuracy or potential liability.
6.1 System and Technology. User acknowledges that Agents Only retains all right, title and interest in and to the Service, the System and all software, materials, formats, interfaces, information, data, content and Agents Only proprietary information and technology used by Agents Only or provided to User in connection with the Service (collectively, the “Agents Only Technology”), and that the Agents Only Technology is protected by intellectual property rights owned by or licensed to Agents Only. Other than as expressly set forth in this Agreement, no license or other rights in the Agents Only Technology are granted to the User, and all such rights are hereby expressly reserved by Agents Only. Agents Only will have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Service any suggestions, enhancement requests, recommendations or other feedback provided by User relating to the Service.
6.2 User Data. Except as expressly set out in this Agreement, User retains all right, title and interest in and to the User Data. Except as set out in Section 6.3, Agents Only will only use User Data to provide the Service under this Agreement. User will be solely responsible for providing all User Data required for the proper operation of the Service. User grants to Agents Only all necessary licenses in and to such User Data solely as necessary for Agents Only to use the User Data as described in this Agreement. User is solely responsible for the creation, storage, maintenance and backup of any User Data. Agents Only has no obligation to store or User Data or to provide copies of any User Data, except to the extent required by applicable law.6.3 Aggregated Data. User grants to Agents Only a perpetual, worldwide, royalty-free, non-
exclusive, irrevocable license to collect, use, reproduce, process, manipulate and display the User Data in an aggregated and anonymized format for Agents Only’s business purposes, including without limitation to develop and improve the Service, the System and Agents Only’s other products and services.
6.4 Feedback, Reviews and Ratings. Users may publish feedback, comments, review, ratings and other communications that may be made available on the Site to other users of the Service (collectively “Feedback”). If you provide Feedback to us, you represent and warrant that you have the authorization and right to provide such Feedback and that it does not violate or infringe the right of any third party (including intellectual property rights or any non-disclosure covenants), applicable laws and that such Feedback is not false, misleading or inaccurate. You grant us the perpetual, irrevocable, worldwide and royalty-free license to publish, aggregate, composite or otherwise use the Feedback in connection with our Site, the Services or internal business purposes. Please contact us if you encounter Feedback on the Site that you believe is inaccurate, misleading, fraudulent or infringing. While Agents Only does not have an obligation to evaluate, screen, vet, monitor or use Feedback in anyway, it may, in its sole discretion and without any responsibility or liability to you or any other user, take any action (including investigating and/or deleting the Feedback) in respect of any Feedback that it determines was issued in breach of this Agreement, negatively affects our Site or Service or is otherwise harmful to the business interests of Agents Only. Any Feedback available on the Site is for information purposes only, and should not be relied upon or be used as a substitute for professional advice in respect of employment, credit and other decisions about any particular user of the Service.
7.1 Term. The term of this Agreement will commence upon your acceptance of this Agreement and shall continue until as terminated under this Section 7.
7.2 Termination. Agents Only may terminate this Agreement by providing you with written notice. In addition, this Agreement shall automatically terminate in the event the Client Agreement terminates or expires for any reason.
7.3 Effect of Termination. Upon the termination of this Agreement for any reason: (a) User’s access to and use of the Service will be immediately suspended; and (b) within 30 days following any termination of this Agreement, Agents Only will remove all User Data from the System. The rights and duties of the parties under Sections 5.3, 6, 8, 9, 10 and 11 will survive the termination of this Agreement.
UNLESS OTHERWISE EXPRESSLY AGREED TO IN WRITING BY AGENTS ONLY: (A) THE SERVICE AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY AGENTS ONLY TO USER ARE PROVIDED “AS IS”, “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT ANY WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND; (B) AGENTS ONLY HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS OR CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE IN RESPECT OF THE SERVICE, JOBS OR THE PERFORMANCE OF ANY CALL CENTER AGENT; (C) AGENTS ONLY DOES NOT WARRANT THAT THE SERVICE WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE; AND (D) WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, AGENTS ONLY EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO USER IN CONNECTION WITH USER’S USE OF THE SERVICE IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY USER FOR ANY PURPOSE WHATSOEVER.
AGENTS ONLY IS NOT RESPONSIBLE OR LIABLE FOR, AND YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF OR RELIANCE ON, ANY INFORMATION OR DATA MADE AVAILABLE ON THE SERVICE THAT WAS PROVIDED BY ANY OTHER USER OF THE SERVICE. AGENTS ONLY IS NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF, OR FOR THE FAILINGS OF, ANY THIRD PARTY PROVIDER OF ANY SERVICE, NETWORK, SOFTWARE OR HARDWARE, INCLUDING BUT NOT LIMITED TO INTERNET SERVICE PROVIDERS, HOSTING SERVICES UTILIZED BY AGENTS ONLY, TELECOMMUNICATIONS PROVIDERS, OR ANY SOFTWARE OR HARDWARE NOT PROVIDED BY AGENTS ONLY.
THE SERVICES ARE OFFERED AND CONTROLLED BY AGENTS ONLY FROM ITS FACILITIES IN CANADA. AGENTS ONLY MAKES NO REPRESENTATIONS THAT THE SERVICES ARE APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS. THOSE WHO ACCESS OR USE THE SERVICE FROM OTHER JURISDICTIONS DO SO AT THEIR OWN VOLITION ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAW.
User will indemnify, defend and hold Agents Only harmless against all actions, losses, liability, damages, settlements and costs (on a solicitor-client basis) claimed by a third party arising out of or in connection with: (a) User’s breach of any of User’s obligations, representations or warranties under this Agreement or any negligence, wilful misconduct or fraud; (b) User’s use or misuse of the Service; and/or (c) an allegation that the User Data, the use of User Data by Agents Only pursuant to this Agreement or that the User has infringed any third party intellectual property rights, privacy rights or other rights of a third party, or otherwise causes harm to a third party.
THE FOLLOWING PROVISIONS ARE A FAIR ALLOCATION OF RISK, ARE AN ESSENTIAL BASIS OF THE BARGAIN UNDER THIS AGREEMENT AND SHALL SURVIVE AND CONTINUE IN FULL FORCE AND EFFECT DESPITE ANY FAILURE OF CONSIDERATION OR OF AN EXCLUSIVE REMEDY:
10.1 Amount. UNLESS OTHERWISE EXPRESSLY AGREED TO IN WRITING BY AGENTS ONLY, AGENTS ONLY’S TOTAL AGGREGATE LIABILITY FROM ANY AND ALL CLAIMS IN CONNECTION WITH OR UNDER THIS AGREEMENT IS LIMITED TO $100. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT SHALL AGENTS ONLY’S SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.
10.2 Type. IN NO EVENT SHALL AGENTS ONLY BE LIABLE TO USER FOR ANY (A) SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, (B) LOST SAVINGS, PROFIT, DATA, USE OR GOODWILL, (C) BUSINESS INTERRUPTION, EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY, OR (D) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE, FUNDAMENTAL BREACH, BREACH OF A FUNDAMENTAL TERM) OR OTHERWISE. IN NO EVENT SHALL AGENTS ONLY BE LIABLE FOR PROCUREMENT OR COSTS OF SUBSTITUTE PRODUCTS OR SERVICES.
10.3 No Jury Trial. USER IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT USER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.
10.4 No Participating in Class Action. USER AGREES THAT, WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT, USER HEREBY GIVES UP ITS RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS IN ANY LAWSUIT INCLUDING BUT NOT LIMITED TO CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.
10.5 Limitation of Time. User agrees that it will not bring a claim under or related to this Agreement more than 12 months from when such claim first arose.
11.1 Assignment. User may not assign this Agreement to a third party without Agents Only’s prior written consent. Agents Only may assign this Agreement or any rights hereunder to any third party without User’s consent. Any assignment in violation of this Section 11.1 shall be void. Any assignment is conditional upon the assignee agreeing in writing to be bound to the terms of this Agreement which shall be binding upon and inure to the benefit of the parties’ successors and permitted assignees.
11.2 Force Majeure. If the performance of any obligation under this Agreement, except non-payment of amounts due hereunder, is interfered with by reason of any circumstances beyond a party’sreasonable control, including but not limited to acts of God, labor strikes and other labor disturbances, epidemics and pandemics, power surges or failures, Internet connectivity or the act or omission of any third party (each a “Force Majeure Event”), such party will be excused from such performance to the extent necessary. Each party will use reasonable efforts to implement industry standard procedures to minimize disruption of such Force Majeure Events and will use reasonable efforts to remove such causes of non-performance.
11.3 Arbitration. Any dispute or claim between you and Agents Only, arising out of or relating to this Agreement will be referred to and finally resolved by arbitration administered by the Vancouver International Arbitration Centre (VanIAC) pursuant to its applicable rules. The place of arbitration shall be Vancouver, British Columbia, Canada and the language of the arbitration shall be English. The number of arbitrators shall be one. Notwithstanding the foregoing, Agents Only may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction and you agree that this Agreement is specifically enforceable by Agents Only through injunctive relief and other equitable remedies without proof of monetary damages.
11.4 Choice of Law; Jurisdiction. This Agreement and any action related thereto shall be governed by and construed in accordance with the laws of the province of British Columbia and the federal laws of Canada applicable therein, without regard to conflicts of law principles. The U.N. Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
11.5 Notices. Any notice or other communication required or permitted under this Agreement and intended to have legal effect must be given in writing. Notices will be deemed to have been given upon receipt, or when delivery is refused.
11.6 Entire Agreement. This Agreement is the entire understanding and agreement of the parties, and supersedes any and all previous and contemporaneous understandings, agreements, proposals or representations, written or oral, between the parties, as to the subject matter hereof.
11.7 Severability and Waiver. In the event that any provision of this Agreement is held to be invalid or unenforceable, the valid or enforceable portion thereof and the remaining provisions of this Agreement will remain in full force and effect. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. All waivers must be in writing. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.