Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms," "Agreement") constitute a legally binding agreement between you ("Client," "you," or "your") and CalliArc Technologies ("CalliArc," "Company," "we," "us," or "our") governing your access to and use of our website (www.calliarc.com), applications, and all related services, including software development, consulting, and support services (collectively, the "Services").

By accessing or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.

3. Client Responsibilities

3.1 Accurate Information

You agree to provide accurate, current, and complete information as required for the delivery of Services and to maintain and update such information to keep it accurate and complete.

3.2 Cooperation

You agree to cooperate with CalliArc and provide timely access to:

• Information, materials, and resources necessary for service delivery
• Key personnel for requirements gathering, feedback, and approvals
• Systems, accounts, and credentials as needed for development and deployment
• Prompt responses to queries and review requests

3.3 Acceptable Use

You agree not to use our Services to:

• Violate any applicable laws, regulations, or third-party rights
• Develop software for illegal, fraudulent, or harmful purposes
• Infringe upon intellectual property rights of others
• Transmit malware, viruses, or other harmful code
• Interfere with the operation of our Services or systems
• Attempt to gain unauthorized access to any systems or data
• Engage in any activity that could damage our reputation

3.4 Compliance

You are responsible for ensuring that your use of our Services and any resulting deliverables comply with all applicable laws, regulations, and industry standards relevant to your business and jurisdiction.

6. Confidentiality

6.1 Definition

"Confidential Information" means all non-public information disclosed by either party to the other, whether orally, in writing, or by other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

6.2 Obligations

Each party agrees to:

• Maintain the confidentiality of the other party's Confidential Information
• Use Confidential Information only for purposes related to the Services
• Restrict disclosure to employees, contractors, and agents with a need to know
• Apply at least the same degree of care used to protect own confidential information

6.3 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available without breach of this Agreement
• Was known to the receiving party prior to disclosure
• Is independently developed without use of Confidential Information
• Is rightfully obtained from a third party without restriction
• Must be disclosed by law, regulation, or court order (with notice to disclosing party)

6.4 Duration

Confidentiality obligations survive termination of this Agreement for a period of five (5) years, or longer for trade secrets as required by law.

7. Warranties and Representations

7.1 CalliArc Warranties

CalliArc warrants that:

• Services will be performed in a professional and workmanlike manner
• Deliverables will substantially conform to agreed-upon specifications
• We have the right to provide the Services and grant the licenses described herein
• To our knowledge, deliverables will not infringe third-party intellectual property rights

7.2 Warranty Period

CalliArc provides a warranty period of 30 days from delivery ("Warranty Period") during which we will correct any defects or non-conformities in deliverables at no additional charge. Extended warranty and support services are available under separate agreement.

7.3 Warranty Exclusions

Warranty does not cover issues arising from:

• Modifications made by parties other than CalliArc
• Use not in accordance with provided documentation
• Client-provided materials, data, or specifications
• Third-party software, hardware, or services
• Changes to operating environment not specified in requirements

7.4 Disclaimer

9. Indemnification

9.1 Client Indemnification

You agree to indemnify, defend, and hold harmless CalliArc and its officers, directors, employees, and agents from any claims, damages, losses, and expenses (including reasonable attorney's fees) arising from:

• Your breach of these Terms or any Service Agreement
• Your violation of applicable laws or third-party rights
• Client-provided materials, specifications, or instructions
• Your use of deliverables in violation of their intended purpose

9.2 CalliArc Indemnification

CalliArc will indemnify you against third-party claims alleging that CalliArc-developed deliverables (excluding third-party and open-source components) infringe valid intellectual property rights, provided you promptly notify us and allow us to control the defense.

10. Term and Termination

10.1 Term

These Terms are effective upon your first use of our Services and continue until terminated. Individual Service Agreements may specify their own term and renewal provisions.

10.2 Termination for Convenience

Either party may terminate a Service Agreement for convenience with 30 days' written notice, subject to payment for all Services rendered through the termination date.

10.3 Termination for Cause

Either party may terminate immediately upon written notice if the other party:

• Materially breaches this Agreement and fails to cure within 30 days of notice
• Becomes insolvent, files for bankruptcy, or ceases operations
• Engages in illegal or unethical conduct

10.4 Effects of Termination

Upon termination:

• All outstanding fees become immediately due and payable
• Each party shall return or destroy the other's Confidential Information
• CalliArc will deliver completed work and work-in-progress upon payment
• Provisions that by their nature should survive (confidentiality, IP, limitation of liability) shall survive

11. Dispute Resolution

11.1 Negotiation

The parties agree to attempt to resolve any dispute arising from this Agreement through good-faith negotiation. A party must provide written notice of the dispute and allow 30 days for resolution before pursuing other remedies.

11.2 Arbitration

If negotiation fails, disputes shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in San Francisco, California, by a single arbitrator.

11.3 Exceptions

Either party may seek injunctive relief in court to protect intellectual property rights or prevent irreparable harm pending arbitration.

11.4 Class Action Waiver

YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

12. General Provisions

12.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions.

12.2 Assignment

You may not assign or transfer this Agreement without CalliArc's prior written consent. CalliArc may assign this Agreement to an affiliate or in connection with a merger or acquisition.

12.3 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond its reasonable control, including natural disasters, war, terrorism, strikes, government actions, or internet outages.

12.4 Severability

If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect.

12.5 Entire Agreement

This Agreement, together with any Service Agreements, constitutes the entire agreement between the parties and supersedes all prior agreements, representations, and understandings.

12.6 Waiver

No waiver of any term shall be deemed a further or continuing waiver of such term or any other term. Failure to enforce any provision shall not constitute a waiver.

12.7 Notices

All notices under this Agreement shall be in writing and delivered by email (with confirmation of receipt), certified mail, or recognized overnight courier to the addresses provided by each party.

13. Contact Information

For questions about these Terms of Service, please contact us: