Last Updated: June 28, 2019
1. OUR SERVICE
Hi there, we are Trunkd Corp. (“we”, “us”, or “our”), the creators of a virtual smart phone system that helps you manage, handle and route incoming calls and SMS messages, amongst other things (“Trunkd”, the “Platform”, the “Trunkd Platform” or the “Service”).
2. ABOUT THE TERMS
We are happy to grant you a limited, non-exclusive, non-transferable and revocable license to use Trunkd, but only if you agree to these Terms.
Modifying & Reviewing the Terms. We reserve the right to change or modify any of our Terms, at any time and in our sole discretion. We will always notify you if our terms change, and our Terms will always show the “last updated” date at the top. Any revisions of the Terms will be effective immediately upon posting the revisions on our Platform.
3. USER ACCOUNTS
Types of Users. Users can users who browse our website (“Non-Registered Users”), or users who create an account, log into and use Trunkd (“Registered User”). Both Non-Registered Users and Registered Users are considered to be “Users.”
Who can be a User? You can be a User if you are over 18 years old and if you can legally form a binding contract with us, but only if you agree to comply with these Terms and all applicable laws.
In order to be a Registered User, you must create a Trunkd account (“Account”). If you create a Trunkd Account on behalf of a company, organization or any other entity (“Company”), (i) “you” and “your” includes both yourself and that Company; and (ii) you promise that you are authorized to bind your Company to these Terms, that you agree to these Terms on your Company’s behalf and that you are authorized to act and use Trunkd on behalf of your Company.
Creating an Account. When you create an Account, you agree to provide accurate information for both yourself and your Company, including but not limited to your name, your Company’s name, e-mail address, physical mailing address, website, phone number, etc. You also must ensure that you and your Company’s information in Trunkd is always up-to-date. You also agree that you will:
Account Approval. After you create an Account, your Account is approved in our sole and absolute discretion and such approval may be withdrawn at any time in our sole and absolute discretion with or without notification.
4. THE TRUNKD PLATFORM
What is the Trunkd Platform? Trunkd will enable users to: (a) select a local Canadian or US phone number (“Trunkd Number”); (b) utilize an interactive voice response (“IVR”) to either route calls or passthrough calls made to your Trunkd Number to other Registered Phone Numbers (defined below); (c) utilize voice mail services for the Trunkd Number; (d) utilize a SMS handling and routing system; and (e) other features offered by Trunkd from time to time as set out on the features page here: http://trunkd.co/#feature (collectively, the “Trunkd Features”).
Trunkd May Change. Because we are always trying to improve the Platform, the Trunkd Features may change over time. We may discontinue some features or introduce new features, but we will always try our best to give you notice when we make a material change to the Platform that might adversely affect you, however, you must acknowledge that this is not always practical, and therefore, we may not always give you notice.
Registered Phone Numbers. In order to use Trunkd, you must have:
You are responsible for the selection, implementation, installation, maintenance of any and all Registered Phone Numbers, telephone service for those Registered Phone Numbers and the devices that those Registered Phone Numbers are used on (“Devices”). We are not responsibility for any issues related to compatibility issues, network issues, communication issues, signal issues or downtime with respect to all such telephone service and Devices.
Voice-To-Text and Text-To-Voice. For any voice-to-text (“VTT”) and text-to-voice (“TTV”) features, you understand that such features may not accurately transcribe voicemails or articulate greetings or messages accurately. For voicemails, you are solely responsible for checking the original voicemail and verifying the accuracy of any transcribed voicemails. For greetings and messages, you are solely responsible for checking and testing the IVR to ensure that the greeting or message is as intended.
Storage of Information. We are not obligated to store your call logs, voicemails, emails or other messages any longer than fourteen (14) days. After this time, you agree that we have no responsibility or liability for the deletion or failure to store any call logs, voicemails, emails, messages and other communications maintained by or transmitted by and through Trunkd. You agree that we may establish limits as to the size of communications that Trunkd transmits or stores and the duration for which we store any communications.
911 and Emergencies. You understand that Trunkd does not provide dial-out capabilities, and in any event, has no ability for you to dial out to 911 in emergency situations. You represent and warrant that you will at all times maintain a mobile or traditional landline telephone service that will enable you to call 911 or any other emergency service number.
Trunkd Maintenance and Technology Limitations. We will make reasonable efforts to keep Trunkd operational but technical difficulties and/or ongoing maintenance may result in temporary interruptions to the Platform. We reserve the right, at any time, to modify, suspend, or discontinue our Service at any time, with or without notice.
5. FEES & TERM
Term. Your subscription to Trunkd (“Subscription”) begins when you select a Trunkd Number. The initial Subscription term may be either monthly or annual (“Initial Term”), depending on the option you selected when you first subscribed. The Initial Term begins on the date that your Subscription begins and will renew for a period equal to the Initial Term thereafter (“Subsequent Terms”) until terminated pursuant to these Terms. If you do not wish to renew your Subscription for Subsequent Terms, you must provide us with at least 30 days written notice sent to email@example.com before the end of your current term, whether that is your Initial Term or Subsequent Term.
Your Subscription will be subject to fees (“Trunkd Fees”), as set out on our pricing page here https://www.trunkd.co/#pricing (“Pricing Page”). Trunkd Fees shall be payable in advance of the Initial Term or Subsequent Term, as the case may be, unless pursuant to a trial or promotional offer. With respect to Trunkd Fees, you agree to the following:
Promotions. From time to time, we may offer promotions or discounts in our sole discretion. Any promotion or discount codes must be provided to us upon purchasing your Subscription. You shall not be entitled to a subsequent credit for such promotions or discounts if you do not request such discount at the time of Subscription. In short, promotions and discounts may not be used retroactively. Further, promotions and discount codes may not be used cumulatively, unless otherwise indicated. If a promotion or discount code is offered to you on a confidential basis, you agree not to disclose the promotion or discount code to anyone else and to assume full responsibility for any harm, direct or indirect, caused to us by your disclosure of the promotion or discount code.
Sufficient Funds Preview. We may, in our sole and absolute discretion, query or retrieve the available funds or credit of any of your Payment Sources in order to assess or guarantee your creditworthiness and ability to pay, prior to the actual Trunkd Fees being incurred.
6. THIRD PARTY SERVICE PROVIDERS
Subject to Terms of Core Providers. You acknowledge that Trunkd relies on best-in-class third-party service providers (“Core Providers”), to provide you with some core aspects of the Platform, including but not limited to phone number selection, call handling and routing, SMS handling and routing, TTV and VTT transcription, etc. (“Core Aspects”). Such Core Aspects are subject to the terms, conditions and privacy policies of those Core Providers, including but not limited to terms relating to the porting of phone numbers, limitation of liability, warranty, etc. In short, we cannot promise you more than what our Core Providers have promised us.
Resolving Issues with Core Providers. We will use commercially reasonable efforts to ensure that we are able to provide all aspects of the Platform at all times, including the Core Aspects, but you must acknowledge that the Core Aspects are not within our direct control. We will also use best efforts to resolve any issues with our Core Providers, but ultimately, you acknowledge that we are not responsible for and we do not warrant the availability, suitability, quality, timeliness or condition of the Core Aspects, and that you accept the Platform on an as-is basis.
Jurisdiction of Core Providers. Due to the nature of our Core Providers on which we rely, any information or data transmitted through the Platform may be transmitted through or stored in jurisdictions other than Canada, over which we have no direct control and which may have local legislation that applies. While we are using best-in-class Core Providers and we have made best efforts to ensure that such service providers treat your data in ways that would be similar to how we would treat your data, you acknowledge that we ultimately have no control over such service providers and therefore, you acknowledge that we shall have no liability for any acts or omissions of our third party service providers and the data that is transmitted through or store by them.
Liability Disclaimer. You hereby release us from all liability arising from any acts or omissions of our Core Providers and the data that is transmitted through or stored by them.
Porting of Telephone Numbers.
7. LICENSE GRANT & RESERVATION OF IP RIGHTS
Trunkd License Grant. We grant you a limited, non-exclusive, non-transferable and revocable license to use Trunkd. Unless otherwise specified in writing, you may not resell, lease or provide it in any other way to anyone else.
License Grant for Linking. You are granted a limited, non-exclusive right to create a text hyperlink to Trunkd, provided that such link does not portray us, or Trunkd in a false, misleading, derogatory or otherwise defamatory manner and provided further that the linking site does not contain any adult or illegal material or any material that is offensive, harassing or otherwise objectionable. This limited right may be revoked at any time. You may not use our logo or other proprietary graphic of ours to link to the Trunkd or our website without the express written permission by us.
Reservation of Rights in Proprietary Materials. Except as noted above, you are not conveyed any right or license by implication, estoppel or otherwise in or under any patent, trademark, copyright or proprietary right of ours or any third party.
Trunkd, including, without limitation, the content, metadata, design, organization, compilation, look and feel, the source, object, code and software (with the exception of licensed components) and all other protectable intellectual property available through and comprising Trunkd (the “Proprietary Materials”) are the property of Trunkd Corp. and are protected by copyright and other intellectual property laws. Our rights in such Proprietary Materials are expressly reserved.
You may not copy, reproduce, sell, publish, distribute, display, retransmit or otherwise provide access to the Proprietary Materials to anyone, unless with our written consent. You agree not to rearrange, modify, create derivative works using or reverse engineer the Proprietary Materials. You agree not to create, scrape or display our content for any purpose. You agree not to post any content from Trunkd to other websites, blogs, forums, etc. unless with our written consent.
Trade-marks. The Trunkd logo and all other product and service names, slogans or logos displayed on our platform are registered and/or common law trade-marks of Trunkd Corp., and may not be copied, imitated or used, in whole or in part, without the prior written permission by us. In addition, the look and feel of Trunkd, including all icons, user interface and user experience elements, custom graphics and scripts may not be imitated, used or copied in whole or in part, without the prior written permission by us.
If Intellectual Property Rights Violated. Any violation of our intellectual property rights may result in a copyright, trademark or other intellectual property right infringement that may subject you to civil and/or criminal penalties.
8. LIMITATIONS ON USE
Unacceptable Uses. You must not:
Fair Use. We are committed to providing best-in-class service and value to all Users of Trunkd. To this end, we retain the right to impose limits on your usage of the Platform or terminate your Subscription to the Platform if we reasonably believe that your usage, including, but not limited to, the total number of incoming calls or SMS messages received is not consistent with normal, fair and reasonable use of such Services. These limits may change from time to time, in our sole discretion, and may be based on certain factors, either in the aggregate or on a per-feature basis, including but not limited to: call time, volume of incoming calls, frequency of incoming calls, etc. Where possible, we will use best efforts to give you written notice before taking any action to allow you a reasonable period to modify your use or to transition to another service provider.
Compliance with Laws. Your use of the Platform is subject to all applicable local, provincial, federal and international laws and regulations (including, without limitation those laws governing data collection, export control, consumer protection, unfair competition, anti-discrimination, false advertising, criminal laws, etc.)
Prohibitions on Information Entered. Throughout your use of Trunkd, you will be prompted to enter various information, such as text for IVR greetings or messages (“Interactive Areas”). You are solely responsible for your use of such Interactive Areas. While using the Interactive Areas, you expressly agree not to post, upload to, transmit, distribute, store, create or otherwise publish any of the following:
Your use of Trunkd is at your own risk. Trunkd is provided to you on an “as-is” and “as-available” basis without warranties from us of any kind, either express or implied. We expressly disclaim all representations or warranties, express or implied, including, without limitation, any representations or warranties of merchantability, fitness for a particular purpose, title and non-infringement. We expressly disclaim all representations and warranties about the accuracy, completeness, timeliness or efficacy of any Core Aspect and assume no liability or responsibility in connection with any Core Aspect. If any applicable authority holds any portion of this section to be unenforceable, then our liability and responsibility will be limited to the extent permitted by law.
10. LIMITATION OF LIABILITY
In no event will Trunkd Corp., it’s respective agents, employees, shareholders, officers, directors, contractors, legal advisors (“Representatives”), parent companies, affiliates, subsidiaries, and each of its Representatives, be liable in any manner whatsoever for any damages of any kind, including but not limited to indirect, incidental, consequential, special or punitive damages arising out of:
In no event shall Trunkd Corp.’s total liability to you, for any and all damages, losses, and causes of action (whether in contract, tort, or otherwise) exceed the amount paid by you to us for any one term, whether it is an Initial Term or Subsequent Term. If any portion of this Limitation of Liability is found to be invalid, our liability shall be limited to the extent permitted by applicable law.
You agree to defend, indemnify, and to hold harmless Trunkd Corp., its respective agents, employees, shareholders, officers, directors, contractors, legal advisors (“Representatives”), parent companies, affiliates, subsidiaries, and each of its Representatives, from any and all liabilities, penalties, claims, causes of action, and demands brought by third parties (including the costs, expenses and legal fees on account thereof) arising, resulting from or relating to:
Your agreement to defend, to indemnify, and to hold Trunkd Corp. harmless applies whether a claim against us arises out of contract or tort (including strict liability), and regardless of the form of action, including but not limited to your violation of any third party right, a claim that we caused damage to you or any third party and your use and access of Trunkd.
Notice Methods. We may provide notices to you in the following ways:
Content of Notices. We may send you email information regarding issues such as your account status, system messages, mandatory updates, notices related to privacy or security, etc. (“Administrative Messages”).
For other messages and information relating to Trunkd, other than Administrative Messages, you will only receive these messages if you expressly opt-in to consent to receive these other types of information from us. In addition, at any point in time after you opt-in, you will have the opportunity to opt-out of receiving such messages.
Termination by you. You may terminate your Subscription by informing us that you do not wish to renew your Subscription after the end of your Initial Term or Subsequent Term, as the case may be, in accordance to the above Section 5.
Termination by us. We may terminate your Subscription and Account immediately and without notification, if, in our sole and absolute discretion:
Upon Termination. Trunkd reserves the right to retain information associated with your Account for a period of time (“Retention Period”) before deleting such information. This period of time may be a reasonable period of time, or a period of time in accordance with the law. Terms that have the ability to survive termination will survive.
14. APPLICABLE LAW & DISPUTE RESOLUTION
Governing Law. Trunkd is controlled by Trunkd Corp. and operated by it from its offices in Toronto, Canada. Both you and us at Trunkd Corp. agree that both parties will benefit from establishing a predictable legal environment with regards to Trunkd. Therefore, you and Trunkd Corp. explicitly agree that all disputes, claims or other matters arising from or relating to your use of Trunkd will be governed by the laws of Ontario and Canada.
Waiver of Future Class Action. Except where prohibited by applicable law, you waive any right you may have to commence or participate in any class action against Trunkd Corp. related to any claim, and where applicable, you also agree to opt out of any class proceedings against Trunkd Corp.
Feedback include, without limitation, bug reporting, feedback, ideas or suggestions relating to Trunkd, new or improved features, enhancements, names or technologies, advertising and marketing campaigns, plans or other promotion. We have no obligation to review any Feedback nor do we have any obligation to keep any Feedback confidential. If you do send us any Feedback, Trunkd Corp. will automatically own such Feedback without restriction, and we will not acknowledge or compensate you. If you wish to preserve any interest you might have in your Feedback, you should not send them to us.
Identification as Registered User. You agree that we may identify you as a Registered User of Trunkd in marketing materials, on our website, in business proposals, or any other third-party website where we are promoting our services. You hereby grant us an irrevocable, perpetual, worldwide and non-exclusive fully paid-up, royalty-free (with right to sublicense) to use, reproduce, publish, and display your name, trade-marks, service marks, designs and logos in connection with the foregoing purpose.
Electronic Contracting. Your affirmative act of accepting our Terms constitutes your electronic signature to these Terms and your consent to enter into agreements with us electronically.
Amendment. No amendments, modifications or waivers to these Terms shall be valid unless in writing and signed by all Parties.
Assignment. You may assign your Trunkd Account to a third party upon written consent by Trunkd, such consent shall not be unreasonably withheld. In order to assign your account:
Severability. If any part of these Terms is considered invalid for whatever reason, the remaining parts of these Terms will still be considered valid and enforceable.
Force majeure. We shall not be liable for any delay or failure in performance of our obligations to you by reason of occurrence or contingency beyond our reasonable control, including without limitation, acts of God, earthquake, fire, flooding, fiber cuts, actions or inactions of third party providers or suppliers, riots, sabotage, war, government requirements or action or other events that are beyond our reasonable control.
Questions and Comments. If you have any questions regarding these Terms or your use of Trunkd, please contact us at firstname.lastname@example.org.