By clicking or checking the box labeled “I Agree to Cally’s Terms of Service” or by any other means of accessing the Cally Service (as described below), you are indicating your agreement to abide by these terms of service (the “Terms”). The terms "You" (and its variations) refer to either you individually or the entity you represent. The terms "Cally," "We," "Our," or "Us" pertain to the Cally company. Throughout these Terms, capitalized terms have specific definitions as outlined within.
To access and utilize the Service, you must be at least eighteen (18) years old. If you are agreeing to these Terms on behalf of an entity, you affirm that you possess the necessary authority to legally bind that entity. Failure to agree to these Terms or accept the Privacy Policy (as defined below) prohibits your access to or use of the Service. Cally reserves the right, at its sole discretion, to suspend, terminate, or modify your access to or use of the Service, in whole or in part, should you violate any provisions outlined in these Terms. By continuing to use the Service, you acknowledge your consent to any future amendments or additions to these Terms and/or the Privacy Policy, which may be published periodically through the Site (as defined below) and become effective upon publication. We recommend reviewing these pages regularly to stay informed of any changes. Should we make substantial alterations, we may provide a clear notice on the Site.
Please note: In addition to these Terms, your access and utilization of the Service may be subject to terms, conditions, and other policies established by third-party service providers, such as digital store or marketplace providers ("Platforms" and "Platform Providers," as applicable). The Service may be accessible through various Platform Providers, as determined solely by Cally from time to time. Consequently, your use of the Service via such Platform Providers is governed by the relevant terms and conditions set forth by the respective Platform Providers, which take precedence concerning the use of said Platform Provider.
1.1 The Cally service (referred to as the "Service"), detailed further at https://cally.one/ (the "Site"), functions as a booking management platform designed to enhance the experience of your end-customers ("End-Customers") with booking, potentially contributing to the improvement of your bottom-line profit and revenue as a merchant. This Service is accessible to you, the merchant, through an integrated dashboard, and to End-Customers through integrated widgets that can be accessed via your website or other applications. Additionally, the Service encompasses any software or API provided by Cally and/or Platform Providers, which you or your End-Customers may access. Furthermore, the Service encompasses the products, services, and features offered or provided by Cally in connection with it, as well as the content, text, documents, descriptions, products, graphics, photos, sounds, videos, interactive features, trademarks, service marks, and logos available through the Service.
1.2 It is explicitly stated and agreed upon that our engagement, commitment, and liability are solely directed toward you, acting as a merchant. The rights granted herein are exclusively for you, and thus, you are solely responsible and liable for any warranties, representations, undertakings, commitments, interactions, billings, and other engagements with your End-Customers, under your own separate terms and conditions. These terms and conditions must be at least as restrictive as the Terms outlined herein.
2.1 Subject to your adherence to these Terms and payment of applicable fees, Cally grants you and your Merchant-Users a worldwide, non-exclusive, non-transferable, non-sublicensable, and fully revocable right to access and utilize the Service during the specified Term (as defined below) solely for your internal business purposes. Your access to the Service may be restricted based on the number of Merchant-Users and/or End-Customers, as well as other designated Units outlined in the Order Form. "Merchant Users" refers to authorized employees and independent contractors accessing and utilizing the Service via your employee Account interface, excluding End-Customers. "Units" denote measuring units, in addition to Merchant-Users and End-Customers, specified in the relevant Order Form and used for fee calculation purposes. The "Order Form" refers to Cally's current order form, which you enter into with Cally before registering for the Service. This Order Form may be digitally executed as part of the onboarding process with the Platform Provider or the Site, or separately agreed upon and executed in writing by both parties.
2.2 Periodically, we may engage in statements of work (SOW) with you to outline specific professional services to be performed by Cally in support of the Service. Each SOW becomes an integral part of these Terms and is subject to the terms and conditions contained herein. Any amendments to an SOW require written agreement by both parties. Cally will execute the services specified in each SOW in accordance with these Terms and the SOW itself. Deliverables produced under an SOW are considered fully accepted upon delivery by Cally, and any Intellectual Property Rights pertaining to these deliverables become the property of and vest in Cally upon creation. Services outlined in the SOWs will be performed during normal working hours as per a coordinated time schedule agreed upon by both parties. These services are provided without warranties, unless expressly stated otherwise in the applicable SOW, and are subject to the disclaimer of warranties and limitations of liability set forth in these Terms. No indemnity obligation of Cally applies to such services. In conjunction with each SOW, you are responsible for performing the duties and tasks assigned to you and any additional duties or tasks reasonably required to enable Cally to perform the specified services.
2.3 Trial Use: If you're engaging in a trial of our Service, certain terms outlined in this section take precedence over conflicting provisions in the main Terms. Throughout these Terms, unless otherwise specified, the term "Service" encompasses both the Trial Service and our standard offerings.
During the Trial Period, you're granted the following:
Here are some key points regarding the Trial Service:
3.1 Certain actions are strictly prohibited while using the Service. Please carefully review the following restrictions. Failure to comply with these provisions may, at the sole discretion of Cally, result in the termination of your access to and use of the Service and may expose you to civil and/or criminal liability. You must not, and shall not permit any Merchant-Users and/or End-Customers to:
3.2 Ensure compliance with all relevant laws, regulations, and industry standards, and ensure that your Merchant-Users and/or End-Customers also comply. If any allegations of illegal or unethical behavior are made against you, Merchant-Users, and/or End-Customers by any individual, entity, or government authority, Cally reserves the right to suspend or terminate your access to the Service immediately at its discretion.
3.3 Your safety and well-being are our top priority. If you encounter inappropriate behavior from a user or third party, such as offensive, violent, or sexually inappropriate conduct or content, please report it promptly to both the appropriate authorities and to us.
4.1 To access the Service, you are required to create an account ("Account"). Only authorized Merchant-Users and/or End-Customers are allowed access to and use of the Account. By using the Account, you acknowledge and agree to the following:
4.2 Cally retains the authority to provide notice and suspend or terminate access to the Service if, based on reasonable judgment, Cally determines that you, your Merchant-Users, and/or End-Customers have breached these Terms, any relevant third-party terms and conditions, or any other regulations stipulated by Cally. It is your responsibility to ensure that all Merchant-Users and/or End-Customers adhere to these Terms and any additional terms and conditions, which should be at least as stringent as those outlined herein. You will be held accountable for any violations of the Terms and other pertinent terms and conditions committed by any Merchant-Users and/or End-Customers. Content and Data.
5.1 Cally may authorize you, your Merchant-Users, and/or End-Customers to upload, post, publish, and share copyrightable materials, including literary works, text, images, photos, videos, and other proprietary materials, referred to as "User Generated Content." Such User Generated Content shall always remain, to the extent permitted by law, the property of its respective third-party owner. You acknowledge that you are solely responsible for any User Generated Content and the consequences of posting or publishing such material on or through the Service. You affirm and guarantee that you, your Merchant-Users, and/or End-Customers either own the User Generated Content uploaded or possess all necessary licenses, rights, consents, and permissions from the rightful owners of such content to use and allow Cally to use the uploaded User Generated Content. Additionally, you warrant that the User Generated Content does not infringe upon any third party's Intellectual Property Rights. You agree not to post or upload any User Generated Content that is unlawful for you, your Merchant-Users, and/or End-Customers to possess, post, or upload in your country of residence, against any internal policies or regulations of your organization, or that would be unlawful for Cally to use or possess in connection with the Service. Cally explicitly reserves the right to remove any User Generated Content at its sole discretion, without prior notice.
5.2 When you, your Merchant-Users, and/or End-Customers upload, post, publish, or share any User Generated Content or utilize such content, you hereby grant (also on behalf of your Merchant-Users and/or End-Customers) Cally an irrevocable, perpetual, non-exclusive, royalty-free, transferable, assignable, sublicensable, and worldwide license to utilize, reproduce, distribute, transmit, create derivative works of, display, copy, make accessible, and perform that User Generated Content, solely in connection with the Service, whether via the Internet, any mobile device, or otherwise, in any media formats and through any media channels existing today or developed in the future.
5.3 Moreover, you and your Merchant-Users and/or End-Customers may opt to furnish, post, input, submit, or otherwise grant access to Cally to data or information about you, your Merchant-Users and/or End-Customers, or any third party (referred to as "Data"), whereby Cally shall become the owner of such Data and the controller thereof and may utilize it for its own legitimate business purposes and store such Data on your behalf, all concerning your utilization of the Service. To the extent required, you (also on behalf of your Merchant-Users and/or End-Customers) hereby grant Cally a royalty-free, irrevocable, non-exclusive, transferable right and license to utilize, process, upload, display, copy, distribute copies of, perform, transform, publicly display, and store Data, for the following purposes: (i) provision of the Service, (ii) aggregation, de-identification, and/or anonymization of Data to administer and enhance the Service, and (iii) facilitation of the objectives outlined in our Privacy Policy.
5.4 You assert and guarantee (including on behalf of your Merchant-Users and/or End-Customers) that (i) you possess all Data or hold all necessary rights to grant Cally the licensed rights in Data under these Terms, and you are accountable for obtaining all requisite consents under applicable law (as applicable), including from Merchant-Users and End-Customers; (ii) your acquisition of Data has been and will be in adherence with all relevant laws and regulations, encompassing those pertaining to data or information privacy; and (iii) neither the Data nor its inclusion in or utilization with the Service will infringe upon, misappropriate, or contravene any Intellectual Property Rights, or breach the privacy rights, of any third party, or result in the violation of any applicable law or regulation, including those concerning data or information privacy. Cally retains the right, though not the obligation, to eliminate or restrict access to any Data, at any time and without prior notification. Data amassed by Cally may be utilized by Cally as the owner and controller of data. You acknowledge and consent that you remain exclusively responsible and accountable for the Data you provide.
5.5 Cally will uphold sensible measures to ensure the security and confidentiality of your Data. Any personally identifiable information we gather and/or receive related to the Service will be handled in accordance with Our Privacy Policy, accessible at https://cally.one/policy ("Privacy Policy").
5.5 Cally will uphold sensible measures to ensure the security and confidentiality of your Data. Any personally identifiable information we gather and/or receive related to the Service will be handled in accordance with Our Privacy Policy, accessible at https://cally.one/policy ("Privacy Policy").
6.1 The Service, Site, Cally’s products and services, encompassing design elements, logos, graphics, images, as well as their selection, assembly, and arrangement, Cally’s Content, the services and outcomes detailed in any SOW, Cally’s proprietary software, algorithms, text, graphics, photographs, designs (including the Service's aesthetic), specifications, methods, processes, data, technical information, technology, interactive features, source code and objects, files, interfaces, interface graphics, and all iterations, corrections, adjustments, enhancements, derivative works, and advancements thereof, along with all data pertaining to your utilization (collectively referred to as “Intellectual Property”), are and will continue to be the exclusive property of Cally and/or its licensors. All associated intellectual property rights, encompassing inventions, patents and patent applications and disclosures, trademarks, trade names, logos, copyrightable materials, trade secrets, moral rights, know-how, and any other intellectual property rights recognized globally, whether registered or not, under local law, foreign laws, and international conventions (“Intellectual Property Rights”), shall be vested in Cally and/or its licensors. Unless expressly allowed in these Terms, you, your Merchant-Users, and/or End-Customers are prohibited from copying, distributing, displaying, publicly performing, making available to the public, disassembling, separating, modifying, sublicensing, commercially using, selling, renting, lending, processing, connecting, performing “reverse-engineering”, combining with other software, translating, modifying, or creating derivative works of any material subject to Cally’s proprietary rights, including Cally’s Intellectual Property Rights, either directly or through a representative, in any manner or through any means.
6.2 All logos and other proprietary identifiers used by Cally in connection with the Service are trademarks and/or trade names of Cally, whether or not registered (“Cally Trademarks”). All other trademarks, service marks, trade names, and logos, which may appear on or with respect to the Service, belong to their respective owners (“Third Party Marks”). No right, license, or interest to Cally Trademarks and/or to the Third Party Marks is granted hereunder, and You agree that no such right, license, or interest shall be asserted by You, Merchant-Users, and/or End-Customers with respect to Cally Trademarks or the Third Party Marks, and therefore You, Merchant-Users, and/or End-Customers will avoid using any of those marks unless expressly permitted herein
6.3 You are strictly prohibited from removing or altering any copyright notices, restrictions, or proprietary signs associated with Cally and/or its licensors, including the copyright mark [©] or trademark symbols [® or ™], found within or alongside the Site and/or the Services. By accepting these terms, you confirm your commitment to comply with all relevant laws concerning this matter. Additionally, you are barred from utilizing, diluting, or tarnishing any name, symbol, or emblem that closely resembles any of Cally's trademarks, whether registered or not. It is important to note that the regulations outlined in this Section 6 do not pertain to your User Generated Content.
7.1 Duration: The Service is rendered on a monthly recurring basis, unless otherwise indicated in the Order Form and/or SOW ("Subscription Period" or "Term"). These Terms take effect upon the execution date of the Order Form and remain in force until the termination of the Subscription Period as outlined in these Terms. The Subscription Period will renew automatically for successive periods unless one party notifies the other in writing at least thirty (30) days before the current Subscription Period expires, expressing its intention not to renew.
7.3 Service Interruption: We reserve the right, at our discretion, to suspend, discontinue, or choose not to renew your Subscription Period, either in part or entirely, upon providing you with at least thirty (30) days' written notice. In such cases, the Service will not renew automatically. Please note that you do not have termination rights for convenience, and unless expressly stated otherwise herein, you are not entitled to any refund of prepaid fees under any circumstances.
Upon the expiration or termination of these Terms and/or an applicable Order Form, the following effects will occur:
7.4 It is important to note that the expiration or termination of these Terms and/or an applicable Order Form does not relieve you of your obligation to pay any outstanding payments due to Cally under these Terms and/or the Order Form. Cally retains the right to issue an invoice for any such outstanding payments. However, if you terminate these Terms and/or an applicable Order Form for cause pursuant to Section 7.2 herein due to Cally’s intentional or willful breach of these Terms, you will only be liable for a prorated amount of the subscription fee described in the applicable Order Form, directly attributable to your access to the Services prior to the effective date of termination.
7.5 Survival. The provisions outlined in this Section 7, along with Sections 6, 8, 9, 11, 12, 14, and 15, will remain in effect following the expiration or termination of these Terms.
8.1 As consideration for Cally's provision of the Service, you agree to adhere to the payment terms and fees as delineated in the Order Form and/or the SOW (if applicable), in accordance with the terms stipulated in these Terms, the Order Form, and/or the SOW (if applicable).
8.2 All fees must be remitted in US Dollars and do not encompass any taxes, such as VAT, or other governmental levies ("Taxes"). You are accountable for settling all Taxes, alongside any related interest and penalties, except for taxes based on Cally’s net income. Late payments will accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law.
8.4 Unless stipulated otherwise in an Order Form or SOW, Cally will issue monthly invoices in advance for all subscription fees, onboarding and implementation fees, and applicable Taxes. Payment methods may include credit card, PayPal, or any other option provided by Cally or the Platform Provider. Monthly charges will be applied to your authorized credit card account (or any replacement card) throughout the Term. Should payment not be received from your card issuer, you agree to settle all outstanding amounts upon demand. Any alternative payment arrangements agreed upon by both parties will be due fifteen (15) days from the invoice date. In the event of default in payment, you shall reimburse Cally for reasonable collection costs, including attorney fees. You retain the option to upgrade your subscription plan level or augment the number of Merchant-Users, End-Customers, and/or Units at any time, provided that (i) such modifications do not amend your existing payment obligations; (ii) you provide prior written notice; and (iii) you remit any additional fees at Cally’s prevailing rates.
8.5 In addition to Section 4 and this Section 8, if your utilization of the Service surpasses the subscription plan level delineated in the Order Form during the Subscription Period, you must promptly settle the applicable fees at the current list price for the extra Merchant-Users, End-Customers, and/or Units upon receipt of invoice, adhering to the terms specified in this Section 8.
8.6 Platform Providers may exercise remedies at their discretion pursuant to their applicable terms and conditions for any payment defaults, which govern the use of their platform.
9.1 "Confidential Information" refers to any information shared by one party to another that meets certain criteria: (i) marked as "confidential" or "proprietary" when disclosed in writing; (ii) identified as "confidential" or "proprietary" when disclosed orally and summarized in writing within thirty (30) days after disclosure; or (iii) under circumstances where a reasonable person exercising business judgment would recognize it as confidential or proprietary. The Service itself is considered Cally's Confidential Information. However, Data is not considered Your (or Your Merchant-Users' and/or End-Customers') Confidential Information, although personal information is processed according to the Privacy Policy.
9.2 The obligations and restrictions on use and nondisclosure outlined in Section 9.3 do not apply to information that: (i) becomes publicly known through no breach of these Terms by the receiving party; (ii) is already known by the receiving party at the time of disclosure; (iii) is independently developed by the receiving party without using or accessing the disclosing party's Confidential Information; or (iv) is obtained from a third party who has the right to disclose it without breaching any confidentiality obligation to the disclosing party.
9.3 The receiving party agrees not to use the disclosing party's Confidential Information except as necessary for performing these Terms and the Parties’ engagement herein. The receiving party will only disclose such Confidential Information to employees and subcontractors who need to know it for performing or enforcing these Terms, provided they are bound by written agreements with use and disclosure restrictions consistent with this Section. The receiving party must protect the disclosing party's Confidential Information from unauthorized use and disclosure using efforts equivalent to those used for its own confidential information, but in no event less than a reasonable standard of care. These provisions will remain in effect during the Term of these Terms and for three (3) years after their expiration or termination.
9.4 These provisions do not prevent either party from disclosing Confidential Information as required by a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable written notice to the other party to contest or limit the scope of the request. The responding party will only disclose information expressly required.
9.5 These provisions do not prevent either party from disclosing Confidential Information as required by a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable written notice to the other party to contest or limit the scope of the request. The responding party will only disclose information expressly required.
10.1 You affirm the following representations and warranties:
10.2 Your agreement to these Terms and fulfillment of obligations under them will not conflict with or violate any duty you owe to any other person or entity, or any agreement or commitment you have made.
10.3 For clarity, unless expressly agreed upon in writing, Cally is not obligated to meet any service level or uptime availability parameters for the Services.
10.4 Except as expressly provided in these Terms, the Service is provided "as is" and "as available," without warranties of any kind, whether express or implied. You are responsible for selecting the Service to achieve your intended results. Cally explicitly disclaims all warranties, including but not limited to, implied warranties of merchantability, title, legality (where applicable by law), fitness for a particular purpose, and non-infringement. Cally does not guarantee that the Service will be uninterrupted, error-free, or that defects will be corrected. Cally also disclaims any warranty or representation regarding any information, results, or advice obtained through the Service. Cally is not liable for the content, services, and platforms provided by the Platform Providers. Certain jurisdictions may not allow the exclusion of certain warranties, so these exclusions may not apply to you to the extent prohibited by applicable law.
10.5 Regarding links, Cally is not responsible for the content of any unaffiliated websites linked to or from the Site, Service, or Platform Provider. You access these links at your own risk. Such websites are independent of Cally, and Cally has no control over their content. The inclusion of a link to any other website does not imply Cally's endorsement or acceptance of responsibility for the content or use of that website. Any reference to a third party or third-party product or service should not be construed as Cally's approval or endorsement of that third party or its offerings.
11.1 Cally shall not be held liable to you, Merchant-Users, End-Customers, or any other third party for any indirect, exemplary, special, consequential, or incidental damages of any kind arising out of these Terms or in connection with the Service, even if Cally has been advised of the possibility of such damages. In no event shall Cally's aggregate liability to you, Merchant-Users, End-Customers, or any other third party, for any damages under these Terms or in connection with the Service exceed the total amount of subscription fees actually paid by you and collected by Cally for the Service during the twelve (12) months prior to bringing the claim.
11.2 Please note that the limitations stated in this Section 11 may not be applicable in the event of fraud in certain jurisdictions. In such cases, Cally's liability shall be limited to the maximum extent allowed by the applicable laws of those jurisdictions.
You undertake to protect, indemnify, and absolve Cally, our affiliates, Platform Providers, and our respective officers, directors, agents, consultants, and employees from any claims, damages, liabilities, costs, and expenses (including reasonable attorney’s fees) brought by third parties. These claims may arise from your, your Merchant-Users', and your End-Customers' (i) use of the Service; (ii) violation of these Terms and/or any other relevant terms and conditions, including those of Platform Providers; and/or (iii) non-compliance with laws and regulations.
Each party must adhere to all relevant laws concerning its fulfillment of duties outlined in these Terms. You agree to fully abide by all pertinent export laws and regulations in any jurisdiction to prevent the direct or indirect export or re-export of the Service or any associated technical data in violation of, or for purposes prohibited by, such laws and regulations.
You cannot transfer or assign these Terms or any rights granted hereunder. However, Cally reserves the right to freely assign or transfer these Terms without any limitations.
These Terms, along with the Order Form (and SOW, if applicable), constitute the entire agreement governing the Service between you and Cally, superseding all previous agreements and representations regarding the subject matter. They are governed by the laws of the State of Israel, without regard to its conflict of laws principles. Any disputes shall exclusively be resolved in the competent courts of Tel Aviv, Israel, with both parties consenting to this jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Cally reserves the right to seek injunctive relief in any venue or court of competent jurisdiction to enforce these Terms. Section headings are for convenience only. Neither party is liable for failure to perform due to causes beyond its control. Notices are effective when sent to the designated fax, email, or postal address in the Order Form, Account, or on the Site. These Terms do not create any employment relationship, partnership, joint venture, or agency relationship. If any provision is unenforceable, the Terms shall be construed without it. Failure to exercise a right does not waive it.
If you have any questions or comments regarding the Terms or Privacy Policy, feel free to reach out to Cally via email at support@cally.one.
5 May, 2024