Welcome to the Fiber Communications Product-Specific Terms of Service (“Communications Terms” or “Agreement”)! We appreciate you choosing our services.
Below we have listed important legal terms that apply to anyone who uses our services. These terms are necessary in order to protect both you and us, and to make our services possible and more enjoyable for everyone.
The Fiber Product Agreements are intended to highlight important aspects about using our services. If you utilize the Communications Services, the Communications Terms are incorporated as part of the Master Terms.
We understand that legal terms can be exhausting to read, and we’ve tried to make the experience more pleasant. If you have any suggestions on how we can improve them, you are more than welcome to contact us at support@clerkie.io.
1. DEFINITIONS
“ATDS” means an automatic (or automated) telephone dialing system, as defined in the TCPA.
“Bulk Email” means a message sent to a group of recipients as part of a larger collection of messages with substantially similar content.
“CTIA” means the Cellular Telecommunications Industry Association, the trade association representing the wireless communications industry in the U.S.
“Excess Storage Cost” means $0.06 per gigabyte of storage during the Free Storage Period.
“Extended Storage Cost” means $0.10 per gigabyte per month.
“FCC” means the Federal Communications Commission (FCC), the U.S. government agency responsible for regulating communications.
“Free Storage Limit” means 100 gigabytes.
“Free Storage Period” means 15 (fifteen) days.
“Minute Usage” means the cumulative minutes, calculated using six (6) second increments with a twelve (12) second per call minimum, that the Services were utilized (“Utilization Time”) for you and your Agents’ calls during any Billing Period.
“Minutes Bundle” means the package of minutes to be used each Billing Period, selected by the Customer and specified on the Order Form. The maximum usage for a Minutes Bundle in any given Billing Period is referred to as the “Minutes Bundle Limit”.
“Service” or “Services” means the Fiber Recovery Communications platform and its related products and features.
“SMS” means short message service, the standard method for sending text messages to mobile devices.
“Unsolicited” describes a message for which the recipient has not granted verifiable permission to be sent.
2. USE OF SERVICES
2.1 License Restrictions. By using the Services, you warrant you will not:
(i) modify, copy, or create derivative works based on the Services;
(ii) resell any portion of the Services; or
(iii) disassemble, reverse engineer, or decompile the Services, or access it in order to:
(iv) build a competitive product or service,
(v) build a product or service using similar ideas, features, functions, or graphics of the Services, or
(vi) copy any ideas, features, functions, or graphics of the Services.
2.2 Guidelines for Use. You will use the Services for your own business purposes as regarded by this Agreement and will not:
(i) send spam or otherwise duplicative or unsolicited calls or messages in violation of applicable laws;
(ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third-party privacy rights;
(iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents, or programs;
(iv) interfere with or disrupt the integrity or performance of the Services; or
(v) attempt to gain unauthorized access to the Services or its related systems or networks.
3. OUR RESPONSIBILITIES
3.1 Functionality. We will make the Services available to you under the terms set forth in the Agreement and execute any and all service enhancements from time to time. During the Service Term, the functionality of the Services will not be materially decreased from those available as of the time of contract signing.
3.2 SLA Response Times. The following Service Level Agreement (“SLA”) response times are standard for the Services:
Critical Issue Response Time
Relates to issues that drive either (a) a complete loss of service or a significant feature that is completely unavailable, and no workaround exists or (b) repeated and excessive downtime causing actual material loss of revenue to Customer.
3 hours during Business Hours
Major Issue Response Time
Relates to intermittent issues which materially reduce the quality of the Service, though a workaround may be available. There is a potential risk of losing actual or future revenue as a result of a failure of the Services.
6 hours during Business Hours
Minor Issue Response Time
Relates to failure of the Services which prevents some of the functions from meeting the specifications or cause particular features or functionality to be inoperative. Some non-critical business operations are impaired.
9 hours during Business Hours
Relates to an isolated event that has not been reproduced.
12 hours during Business Hours
3.3 Representation and Warranty. Though the Fiber Communications tool may include features to help you comply with call recording laws, we make no representation or warranty with respect to these features.
3.3 Compliance Obligation: We will provide the Services under the Agreement in compliance with applicable laws and as outlined in our DPA, with the following proviso: we are not responsible for any noncompliance with any laws due to your settings and configurations, or where we have correctly executed your instructions regarding the use of the Services.
3.4. Environment Access. As part of the Services, in addition to our production environment, you may receive access to our User Acceptance Testing (“UAT”) environment. Customer acknowledges that any UAT or non-production environment provided by Company is made available on an “as-is” and “as-available” basis. Company does not guarantee uptime, availability, performance, or support service levels for the UAT environment, and no service level agreements (SLAs) applicable to the production environment shall apply.
3.6 Area Codes. You acknowledge and agree that area codes can change time zone affiliation and that customers can port numbers. While we will use commercially reasonable efforts to keep current and maintain its area code and time zone databases, you acknowledge and agree that Henry Labs will not be liable for any incidental or direct liability resulting from inaccurate time zone programming that is not a result of our gross negligence or willful misconduct.
3.7 ATDS. We cannot and do not guarantee the outcome of any legal proceeding, including whether in any legal proceeding any Fiber outbound dialing system will or will not be found to be an ATDS under the TCPA.
4. CUSTOMER RESPONSIBILITIES
4.1 Compliance with Applicable Laws. Customer agrees to use the Services in compliance with all applicable laws, regulations, and industry standards, including but not limited to the Fair Debt Collection Practices Act (FDCPA), the Gramm-Leach-Bliley Act (GLBA), the Fair Credit Reporting Act (FCRA), and applicable state and international data privacy laws such as the California Consumer Privacy Act (CCPA) and General Data Protection Regulation (GDPR) where relevant. You also agree that you have the right to share Personal Data with us under the GLBA’s service provider exception. You also agree to obtain proper consent to record phone calls prior to making any recordings as required by applicable law. To the extent not covered by law, you will also comply with all applicable industry standards, including those guidelines published by the CTIA and Mobile Marketing Association.
4.2 Responsibility for Content. You may use these Services to record your calls or to import call recordings from another source. You are responsible for any content and communications exchanged on calls. You represent and warrant that you have obtained all necessary rights to share such content and communications with us and allow us to process and use them to provide the Service to you.
4.3 Warranty for Phone Numbers. In addition, you represent and warrant that you shall have in your possession current and unrevoked written consents agreed to by the individuals that own any phone numbers that you upload for use with the Services and for any and all numbers that are uploaded to our system for use in a call campaign and that those are wireless numbers.
4.4 TCPA. By using the Services, you agree that:
(i) For purposes of the TCPA and the FCC’s TCPA rules, you are the party that “makes” and “initiates” all calls and that any of our involvement in the physical or electronic placement of any call is at your direction, under your supervision, and for your benefit;
(ii) All call campaigns, scripts, and voice messages executed or deposited via the services shall first be approved by you; and
(iii) You shall have sole responsibility to obtain any and all necessary consent from called parties as required under applicable law (including but not limited to the TCPA and the FCC’s TCPA rules) including but not limited to the utilization of an Artificial or Pre-recorded Voice, shall maintain records of any consent revocations, and shall make such records available to us.
4.5 Consent to Communications. You consent to Henry Labs sending you or your End Users emails and text messages, including transactional, operational, and marketing messages, possibly using automated technology, to the email or phone number provided to Henry Labs. Message and/or data rates may apply to such messages, and End Users may opt out at any time.
4.6 Compliance Controls. You are solely responsible for configuring the rules and parameters in the compliance controls feature in the Services, and for testing the feature to ensure proper functioning before use in production. The feature is subject to limits regarding the maximum number of rules that can be configured, and, when dialing on the manual system, may be subject to a short lag before the call is logged in the Services.
4.7 Prohibited Use. You are prohibited from using or permitting access to use the Services to make calls to designated emergency numbers (e.g. 911) or to provide or seek emergency services (e.g. police, fire department, paramedics).
5. ADD-ON SOLUTIONS
5.1 Email Overview. Henry Labs provides certain services relating to the transmission and management of email messages, enabling Customers to create, launch, and manage email templates. Email services also include the construction, delivery, and management of metrics associated with email sends and rejections.
5.1.1 Email Content. You are solely responsible for all content contained in any email message sent through the email services. You represent and warrants that your email content complies with applicable law. We reserve the right to monitor email usage to ensure fair use and system integrity.
5.1.2 Spam. You may not use the Services to send spam. Spam can be in the form of Unsolicited Bulk Emails or one-to-one commercial emails. One-to-one commercial emails are spam when they violate CAN-SPAM.
5.1.3 Email Limitations and Disclaimers. Email delivery is dependent on various third-party providers, particularly internet service providers (“ISP’s”) who have the ability to block emails or classify email domains as generating spam. We do not warrant any such third-party providers or any of their products or services.
5.1.4 Opt-Out Warranty. You warrant that each email you send or is sent for you using the Services will contain:
(i) header information that is not false or misleading; and
(ii) an advisement that the recipient may unsubscribe, opt-out or otherwise demand that use of its information for unsolicited, impermissible and/or inappropriate communication(s) be stopped (and how the recipient can notify you that it wants to unsubscribe, opt-out, or stop this use of its information). These requirements may not apply if the email sent is a transactional email and these requirements are not otherwise required by law. You warrant that you will promptly comply with all opt-out, unsubscribe, "do not call" and "do not send" requests.
5.2 SMS Overview. We provide certain services relating to the transmission and management of SMS text messages. We may send operational SMS messages (e.g., authentication codes, system alerts) (“Operational SMS”) on behalf of the Customer as part of the core Services. These messages are included at no additional cost and are limited to system-defined workflows and approved use cases.
All other SMS communications—including marketing, promotional, or customer support messaging—(“Communication SMS”) may be triggered within our Services, but must be sent or delivered by Customer through an approved third-party SMS vendor (“Third Parties”).
5.2.1 Third-Party Vendors. Customer acknowledges that certain services or features may rely on integrations with Third Parties. Customer is responsible for maintaining a direct relationship with such vendor, negotiating fees, ensuring message compliance, adhering to all applicable laws and industry regulations, including the Telephone Consumer Protection Act (TCPA) and any carrier-specific requirements. Customer is solely responsible for reviewing and accepting the terms and conditions, privacy policies, and data practices of any Third Parties it approves for integration with the Services. Company shall not be liable for any acts or omissions of such Third Parties, or for any issues arising from Customer’s use of or reliance on Third Parties’ services.
5.2.2 Character Limit. Each SMS may have a maximum capacity of 160 characters, subject to the terms of the Third Party To the extent that an SMS has more than 160 characters, a second SMS may be sent to accommodate the character surplus.
6. STORAGE
6.1 Recording and Communication Storage. Where legally applicable, Customer may record verbal or written communications (“Stored Communications”) as part of their use of the Services. We will maintain this material using secure cloud storage infrastructure.
6.2 Cold Storage. We may, at our discretion, move older or infrequently accessed materials to cold storage solutions to optimize system performance and reduce costs. Cold storage materials remain accessible but may experience minor latency in retrieval times.
6.3 Customer Access and Control. Customer may download, delete, or otherwise edit any of their Stored Communications at any time through the Service interface, provided such actions comply with applicable data retention laws and regulations. We are not responsible for any legal consequences resulting from Customer’s deletion or failure to retain regulated data.
6.4 Data Retention After Termination. We will adhere to the retention rules as outlined in the Master Terms under “Retention, Deletion and Retrieval of Customer Data”.
7. FEES
7.1 Service Fee Structure. The Service Fee, as defined in the Order Form is charged as a function of the following. These do not include any fees for Add-On Solutions or Storage.
(i) a flat Service Fee for module access,
(ii) a per-Agent Service Fee,
(iii) a flat Service Fee for the relevant Minutes Bundle, and
(iv) if necessary, a Service Fee for any usage over the Minutes Bundle Limit
7.2 Minute Usage Pricing Calculation. Minute Usage is based on separate segments, or legs, to each call. One leg consists of the connection between the Services and the called party (for outbound calling) or the Services and the calling party (for inbound calling) and is known as the “End User Leg”. The other leg consists of the connection between your Agents and the Services and is known as the “Agent Leg”. Accordingly, Minute Usage towards the Minutes Bundle Limit is as follows:
(i) End User Leg: Counts towards the Minutes Bundle Limit as defined in your Order Form.
(ii) Agent Leg: Usage for the Agent Leg varies by mode of connectivity and applies at all times such connectivity is in operation:
(a) VOIP Connectivity: Where you connect to the Services via a VOIP connection (defined in further part as connectivity from Customer to the Services across a SIP trunk, using a non-PSTN connection), the Agent Leg does not count towards the Minutes Bundle Limit.
(b) Non-VOIP Connectivity: Where you connect to the Services via a non-VOIP connection, minutes accrued from the Agent Leg count towards the Minutes Bundle Limit.
(iii) Calculation of Utilization Time. Utilization Time begins when the Services are first connected to the call and ends at the time when the Services are disengaged.
7.3 Minutes Bundle. Service Fees for the Minutes Bundle are charged monthly. Minute Usage against the Minutes Bundle Limit resets at the beginning of each Billing Period. Unused minutes are non-transferrable.
7.4 Email Fees. A specified volume of outbound emails may be included at no additional cost, as defined in the applicable Order Form. Any usage exceeding the included email volume may incur additional fees, as detailed in your Order Form.
7.5 SMS Fees. We do not charge for the delivery of Operational SMS messages. Communication SMS messages must be delivered by Customer through an approved Third Party. We do not facilitate, charge for, or manage billing related to Communication SMS. Customer is solely responsible for all fees, compliance obligations, and service arrangements with its selected third-party provider.
7.6 Storage Fees. Unless otherwise noted in your Order Form, Stored Communications up to the Free Storage Limit are stored without charge for the duration of the Free Storage Period. Storage over the Free Storage Limit and within the Free Storage Period accrues the Excess Storage Cost, due monthly in arrears. Storage longer than the Free Storage Period accrues the Extended Storage Cost.
7.7 Billing Period Minimum. You may be subject to a Billing Period minimum, as outlined on your Order Form.
8. MISCELLANEOUS
8.1 Amendment; No Waiver.
We may modify these by posting any changes to this document and, if you have an active Fiber agreement and changes are material, we will notify you directly (for example, by sending you an email or in-app notification). The revised version will become effective and binding the next business day after it is posted.
If you do not agree with a modification to the Agreement, you must notify us in writing within thirty (30) days of the revision. If you give us this notice, then your subscription will continue to be governed by the terms and conditions of the Agreement prior to modification until your next renewal date. However, if we can no longer reasonably provide the subscription to you under the terms prior to modification (for example, if the modifications are required by law or result from general product changes), then the Agreement and/or affected Services will terminate upon our notice to you and we will promptly refund any prepaid but unused fees covering use of the Service after termination in accordance with the ‘Effect of Termination or Expiration’ provision of the Master Terms.
No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
Contact Us
Henry Labs, Inc.
619 7th Street
San Francisco, CA 94103
support@clerkie.io
