Terms of Service

Squaretalk General Terms of Service

THESE TERMS AND CONDITIONS STATE IMPORTANT REQUIREMENTS REGARDING THE USE OF SQUARETALK SERVICE AND YOUR RELATIONSHIP WITH SQUARETALK. YOU SHOULD TAKE THE TIME TO READ THEM CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OURS.

Last Updated: September 26th, 2021

These terms of service, together with any other agreements or terms incorporated by reference, including the Privacy Statement available at https://www.squaretalk.com/privacy-policy/ , and any Product Specific Terms, as defined below (the “Terms”) govern your use of the Services. These Terms constitute a binding and enforceable legal contract between Squaretalk and you. By accepting these Terms electronically by clicking a box indicating your acceptance, or by using the Services, you agree to these Terms. If you are entering into these Terms on behalf of a company or another legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms, in which case the term “You” will refer to such entity and its affiliates. If the legal entity that you represent does not agree with these Terms, you must not accept these Terms or use the Services.

1. Definitions

• “Account” means an online account registered by you for the purpose of using the Services.
• “Additional Products” means Services that you purchase which are governed by additional specific terms within client’s contract, billing portal and / or software.
• “Balance” means an amount pre-paid by you to Squaretalk as an advance on account of Fees, as reflected in the Account.
• “Connected Devices” means the Customer’s telecommunications equipment, databases, third party services accounts and other properties connected by Customer to the Platform and with respect to which Services are provided.
• “Content” means any files, data, material and information submitted, uploaded and stored by you through the Service.
• “Platform” means our online solution for businesses to perform and manage telecommunications marketing campaigns and manage customer telephone communications, through an Account.
• “Services” means any applications, products, services (including any Additional Products, to the extent applicable), documentation, and software made available through the Platform.
• “Third Party Products” means any equipment, service, products, software or application that is provided by a third party and interoperates with a Service, including Connected Devices. Such Third Party Products may be offered in a dedicated website. 
• “We“, “Us“, “Squaretalk” or “Our” means Squaretalk Ltd.
• “You” or “Customer” means the company or other legal entity and its affiliates for which you are accepting these Terms.

2. The Services

• Following the initial registration of an Account, you will have the ability to access the Platform and use the Services in conjunction with Connected Devices and other Third Party Products solely for the purpose of your internal business activity. We may update the Services from time to time, including adding or removing functions or supported Third Party Products.
• Some Services may require you to download, install and/or use certain software. Subject to your compliance with these Terms, we grant you a limited, nonexclusive, non-transferable, revocable license to use such software. If any software is offered under an open source license, we will make the license available to you and the provisions of that license shall apply notwithstanding any provisions to the contrary under these Terms.
• Service Providers. We may use third parties in the operation of our Services or to perform any of our obligations (each a “Service Provider“), including using Service Providers for assignment of telephone numbers, delivery of telecommunications, data storage, data analytics and hosting providers. In order for our Service Providers to be able to provide you with certain aspects of the Services, we may share certain data or Content with such Service Provider. Our agreements with Service Providers outline the appropriate use and handling of this information and prohibit the Service Provider from using any of your information for purposes unrelated to the Services.
• Your clients. You may provide us, through the Services, with certain information about your clients, which is necessary to provide you with the Services. By providing us with such information and by using the Services to contact your clients using such information, you warrant and represent to us that you have obtained explicit, active, specific consent from such clients, as required under applicable data protection, privacy and anti-SPAM legislation, including, without limitation, the Telephone Consumer Protection Act of 1991(“TCPA”). The Customer hereby confirms and acknowledges that, by using the Services, the Customer will adhere to all applicable Do Not Call (DNC) regulations. The Customer acknowledges that Squaretalk assumes no liability for any breaches of privacy laws, DNC regulations, or any related legal requirements arising from the use of the uploaded contacts. The Customer commits to managing opt-ins and opt-outs, maintaining the accuracy of the provided contact information, and upholding data security in accordance with relevant data protection laws. Additionally, the Customer understands and agrees to indemnify Squaretalk and hold it harmless from any claims, losses, or liabilities resulting from the use of the uploaded contacts. This responsibility extends beyond the initial upload and covers ongoing compliance during the entire duration of using Squaretalk’s services. Any disputes or legal matters arising shall be subject to the Israeli Jurisdiction.

3. Registration and User Account

• Our obligation hereunder to provide Services is void where providing such Services is prohibited by applicable laws. Our Service is offered only to persons who can form legally binding contracts under applicable law. Without limiting the foregoing, our Service is not available to minors under the age of eighteen (18) or to anyone who may not be able to form a legally binding contract within such person’s jurisdiction. Any misstatements and/or misrepresentations regarding the age, background, experience and/or eligibility of any users of the Service are not the responsibility of Squaretalk. Squaretalk does hereby expressly disclaim any liability whatsoever for any misstatements and/or misrepresentations made by any users of this Service. Users do hereby represent, understand and agree to hold Squaretalk harmless and to indemnify Squaretalk for any misstatements and/or misrepresentations, whether made intentionally or not, made by any users of the Service.
• Establishing an Account. You must register and establish an Account in order to use our Services. Connected Devices may require registration, installation of necessary software or action on the part of Customer or Squaretalk, to enable the activation of Services in relation to such Connected Devices. Customer may elect to have multiple Accounts, but each Connected Device may only be registered to one Account at any given time.
• When you initially register for and create an Account, you are, or a party that you authorize is, the administrator (“Administrator“). Administrators may authorize additional individuals to access the Services through the same Account (“Users“). Users may include, for example, your employees, contractors and agents. These Terms apply to any User of the Services.
• Access Rights. The Administrator is responsible for Users’ access to the Services. Depending on the types of access rights the Administrator grants to Users, Users may be able to add or remove Connected Devices, delete, copy, or view the Content and data accessible in your Account, purchase Additional Products, and incur associated fees against the Credits available in Customer’s Account. The Administrator is solely responsible for the access to the Services granted to Users and it is the Administrator’s sole responsibility to add or remove access rights to Users. We are not responsible for the internal management or administration of the Services. You are responsible for Users’ compliance with these Terms. A violation of any provision of these Terms by a User may result in the termination of an Administrator’s or any User’s access to the Services. If you choose to close or terminate your access to a Service or Additional Service, Users will no longer be able to access such Service or any of the Content within such Service.
• Account Information. You must safeguard and not disclose the credentials associated with your Account, including the username and password of each User. You are responsible for supervising the activity on your Account. You must provide us with accurate and complete information in order to create an Account, including details of the Connected Devices connected to the Account. You agree to keep your Account information up to date and accurate.
• YOU ARE SOLELY AND FULLY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF THE ACCOUNT USERNAMES AND PASSWORDS. YOU ARE SOLELY AND FULLY RESPONSIBLE FOR ALL ACTIVITIES THAT OCCUR UNDER THE ACCOUNT. You must notify us immediately of any unauthorized use of your Account or any other breach of security.
• Deletion of Account. You may delete your Account at any time. Upon termination of the Services to you, the Account will be terminated, and from the date of termination you will no longer be able to access your Account. Any Content and other information and data entered into the Services may be permanently deleted if you delete the Account.

4. Your Content

• License to Content. You grant us a worldwide, non-exclusive license to host, copy and use your Content as required by us to provide you with the Services. Subject to this limited license we do not acquire any right in your Content and you or your licensors retain all rights and ownership to your Content. You warrant that you have full rights to provide to us any Content that you provide through the Services.
• Responsibility for Content. The Services are not intended to be used as storage, backup or archiving services. It is your responsibility to back up your Content and you are responsible for any lost or unrecoverable Content. You represent and warrant that Content (or any files, items or contents therein): (a) shall not be false, inaccurate or misleading; (b) shall not be fraudulent or involve the sale of counterfeit or stolen items; (c) shall not infringe any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (d) shall not violate any law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); (e) shall not be defamatory, trade libelous, unlawfully threatening, unlawfully harassing, pornographic, infringing, abusive, or illegal, that promotes hate or discrimination, or that participates or encourages participation in, illegal activities; (f) shall not be obscene or contain child pornography or, if otherwise adult in nature or harmful to minors, shall be posted only in the Adults Only section and shall be distributed only to people legally permitted to receive such content; (g) shall not contain any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (h) shall not create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other partners, affiliates, users or suppliers.
• Statistical Data. Customer acknowledges and agrees that we shall be entitled to collect information and statistics regarding Customer’s use of the Services, provided such information shall not include personal data or personally identifiable information, as such terms are defined under applicable data protection legislation. We may use such data to understand the needs of the Service’s users and to develop, improve and market the Services.

5. Other products and services

• We or a third party may make available Third Party Products. We will not be responsible for any act or omission of the third party which provides the Third Party Products, including the third party’s access to or use of Content and we do not warrant or support any Third Party Products.

6. Fees and Payment

• Fees and Charges. We may provide you with a limited free trial or demo of the Services. Using the Services is generally made available to you subject to the fees specified based on the list of charges based on your initial contract and additional service fees available on your billing portal, (the “Fees“) which are subject to change from time to time, at our sole discretion (the “Price List“). In addition to the Fees applicable to the Services, certain Services are subject to charges for Third Party Services provided through the Services (the “Charges“). Prior to providing such Third Party Services, Squaretalk will provide you, through the Service, with a non-binding estimate of the related Charges. Charges will be charged against your Credit (as defined below).
• Please be aware that due to operator regulations in various EU countries, calls that are made from non-EU countries to EU (EEA) countries may be subject to additional fees. Calls that are sent to EEA B-numbers with a NON-EEA A-number, or an invalid or incomplete A-number will also be subject to surcharges. Surcharges will be specified on the call duration reports, which can be found in the client billing portal.
• Promotional Bonuses. We may award promotional bonuses from time to time in our sole discretion, which will be credited to your Account as additional Credit. Such promotional bonuses are non-refundable. Promotional bonuses will expire up to 6 months from issue date, unless otherwise specified.
• Methods of Payment. Depending on the payment method offered in your region, the Fees and Charges may be paid (i) monthly, based on your monthly usage (“Monthly Usage“); (ii) in advance, by purchasing a certain amount of pre-paid credit to use our Services (“Credit“); (iii) monthly, by subscribing to one of our various subscription packages, as made available on the Service from time to time (each, a “Subscription Plan“).
• Pre-paid Credit. Under the Pre-paid model, you pay for the Service by purchasing Credit. The Credit is registered to your Account. Each time you incur charges, the Credit that is registered on your Account will be reduced according to the duration of the call/message and the type of call/message by reference to the charges shown in the Price List. Upon exhausting the full Credit, we will require that you add additional Credit before providing any additional Services. We may notify you in advance that your Credit is about to be fully exhausted.
• Billing and Account Balance. In consideration of the Services, we shall charge you the Fees and you shall pay such Fees to us, based on your Subscription Plan. At the end of each calendar month during the term, we shall issue to you an invoice for the Fees deducted from the Balance on your Account in the ended calendar month. If the Fees due by you for that month exceed the Balance, you shall pay us the corresponding amount within 15 days of the date of the invoice. You shall maintain a Balance equal to or greater than the amount agreed between the parties in writing (including via the Account) at all times.
• Refund Policy. If you delete your Account in accordance with Section ‎6, above, you may receive a full refund of any positive Balance and/or pre-paid Credit balance remaining in your Account, provided however that we will not have any obligation to do so. In case refund will be agreed by Squaretalk, please allow up to ninety (90) business days for any such refund to take effect. Fees and Charges incurred under the Monthly Usage plan or pre-paid in connection with our monthly Subscription Plans for any of the software and services , are non-refundable.
• Squaretalk will provide you with an electronic payment receipt of Fees and Charges incurred by you and/or any Credit purchased by you, at the end of each calendar month, including any applicable taxes, which will be made available to you through the Service..
• If a Customer reasonably and in good faith disputes any portion of Charges or Fees detailed in any receipt, it must provide written notice to Squaretalk within thirty (30) days of the receipt date, identifying the reason for the dispute and the amount being disputed. Any amounts that are found to have been over charged to the Credit will be credited to the Customer and added to the credit balance of the Customer’s Account.
• Payment Terms. You will pay, and you authorize Squaretalk or any of Squaretalk’s resellers to charge using your selected payment method for, all Fees and Charges due with respect to the Services subscribed to by you. Fees are non-refundable except as expressly stated herein or as required by law.
  • In any case, any payment returned for nonpayment or for any credit card chargebacks, the customer shall pay a late payment interest of 1% per month of undisputed amounts on any amount owed but not paid by the due date until payment is made in full. If Squaretalk will be forced to start a legal action for the recovery of any amounts due by Customer under the Agreement, Customer shall pay Squaretalk reasonable attorneys’ fees, collection fees and any other costs incurred by Squaretalk with a minimum of 15% of the invoice(s) due
• Fees and Charges do not include taxes, levies or duties, such as value added tax, sales or use tax and any other similar charges. We will charge tax if we are required to do so.

7. User Obligations and Restrictions

• Customer agrees to do each of the following: (i) comply with all applicable laws, rules and regulations, including those regarding data privacy, anti-SPAM, including but not limited to the TCPA, intellectual property rights and export control; (ii) pay the fees for the Services, if applicable, when due; (iii) use reasonable security precautions for providing access to the Services by its Users, Third Party Service providers or other individuals to whom Customer provides access.
  • Squaretalk will invoice Customer an administrative fee of a minimum of 150 USD up to 1500 USD (or equivalent in other currency) per complaint of abusive or fraudulent usage of a Number in Customer’s account and/or per request for information received from a competent law enforcement authority. This administrative fee constitutes reimbursement for the costs incurred by Squaretalk, as determined solely by Squaretalk.
• You must not misuse the Services. For example, you may not, whether by yourself or anyone on your behalf (a) sell, resell, or lease the Services or access or attempt to access the Services by any means other than the interface we provided or authorized; (b) circumvent any access or use restrictions put into place to prevent certain uses of the Services; (c) use the Services to store, share or transmit content which is unlawful, infringing, harmful or that violates any person’s rights, including privacy rights and intellectual property rights; (d) attempt to disable, impair, or destroy the Services, or Platform; or (e)  reverse engineer or decompile the Services, attempt to do so, or assist anyone in doing so.

8. Intellectual Property Rights

• Retention of Rights. All rights not expressly granted to you under these Terms are reserved by Squaretalk and its licensors. We and our licensors reserve all rights, title and interest to the Services, the Platform and any of their related intellectual property rights. The Terms do not convey to you an interest in or to Squaretalk’s intellectual property rights. Nothing in the Terms constitutes a waiver of Squaretalk’s Intellectual Property Rights under any law.
• The service marks and trademarks Squaretalk, Squaretalk Phone Service and the Squaretalk logo and domain are service marks owned by Squaretalk. Any other trademarks, service marks, logos and/or trade names appearing on the Service are the property of their respective owners. You acknowledge the rights of Squaretalk and the respective third parties in those marks. You may not copy or use any of these marks, logos or trade names without the prior written permission of the owner except as expressly allowed by these Terms.
• To the extent you provide us any feedbacks, comments or suggestions (“Feedback“), you grant us a royalty-free, fully paid up, worldwide, perpetual and irrevocable license to incorporate the Feedback into the Services or any of our current or future products or services.

9. Indemnification

• You will indemnify, defend, and hold harmless Squaretalk, its affiliates, resellers, employees and agents (the “Indemnified Parties“) from and against all liabilities, damages, and costs (including reasonable attorneys’ fees) arising out of any claim, demand, suit or proceeding by a third party relating to (i) Content you submit, post or transmit through the Service, (ii) any use of the Service in violation of these Terms or in violation of any applicable law; or (iii) your alleged or actual infringement or misappropriates a third party’s intellectual property rights, data protection right, violation of privacy, anti-SPAM legislation, including, without limitation, the TCPA, or any other violation of applicable law.

10. Disclaimers of Warranties

• THE SERVICES ARE PROVIDED ON AN “AS IS”, AND “AS AVAILABLE” BASIS, AND SQUARETALK, DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO RELIABILITY OF SERVICE, WARRANTIES OF NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. WE DISCLAIM ALL LIABILITY AND ANY OBLIGATIONS FOR ANY HARM OR DAMAGE CAUSED BY ANY THIRD PARTY HOSTING PROVIDERS.
• OTHER THAN AS EXPRESSLY STATED IN THE TERMS WE DO NOT WARRANT THAT THE SERVICES WILL BE SECURE, UNINTERRUPTED, WITHOUT ERROR, OR FREE OF DEFECTS.

11. Limitation of Liability

• IN NO EVENT WILL SQUARETALK BE LIABLE FOR (I) INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OR (II) LOSS OF PROFITS OR REVENUE, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, IN EACH CASE ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF SQUARETALK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
• IN NO EVENT WILL SQUARETALK’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OR TO THE SERVICES EXCEED AN AMOUNT GREATER OF (I) US$100.00 OR (II) THE FEES PAID BY YOU FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE 12 MONTHS PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
• THESE LIMITATIONS WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

12. Term and Termination

• These Terms commence on the date you first accept them and will remain in effect until these Terms are terminated.
• You may stop using the Services at any time and you may delete your Account. We may suspend or terminate your access to the Services at any time at our discretion and without notice if you do not comply with these Terms.
• The provisions of these Terms that, by their nature and content, must survive the termination of these Terms in order to achieve the fundamental purposes of these Terms shall so survive. Without limiting the generality of the foregoing, the Intellectual Property Rights, Disclaimers of Warranties, Limitation of Liability, Governing Law and Jurisdiction and General sections, will survive the termination, or expiration of the Terms.

13. Governing Law and Jurisdiction.

• These Terms are governed by the laws of the State of Israel, without regard to its conflict of laws principles, and any dispute arising from this Agreement shall be brought exclusively before the courts in the district of Tel-Aviv.

14. General

• Export Restrictions. The Services may be subject to export laws and regulations of the United States and other jurisdictions. You will not permit Users to access or use the Services in any country which is subject to an embargo by the United States and shall not use the Services in violation of any other export restriction. In addition, you shall not provide the Services to persons on the United States Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals.
• Changes to Terms. Squaretalk may change the Terms from time to time, and such change will become effective upon the date in which it is posted on the Squaretalk website. We may notify you of the changes made to the Terms, provided, you are subscribed to receiving e-mails from us at the time the changes are made and you have provided us with an updated e-mail address. For the avoidance of doubt, and without derogating from the above, you are responsible for checking the website regularly for such changes. In any event, by continuing to access or use the Services you agree to be bound by the revised Terms.
• If any part of these Terms will be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed to be severable from the rest of these Terms and shall not affect the validity and enforceability of any of the remaining provisions of these Terms. In such cases, the part deemed invalid or unenforceable shall be construed in a manner consistent with applicable law to reflect, as closely as possible, the original intent of the parties.
• No waiver by us of a breach of any of the provisions of terms of these Terms shall be construed as a waiver of any preceding or succeeding breach of any of the provisions of these Terms.
• Nothing in these Terms shall be construed as creating any agency, partnership, trust arrangement, fiduciary relationship or any other form of joint enterprise between you and Squaretalk.
• Entire Agreement. These Terms contain the entire agreement between Squaretalk and you relating to your use of the Services and supersedes any and all prior agreements between Squaretalk and you in relation to the same. You confirm that, in agreeing to accept these Terms, you have not relied on any representation except as has expressly been made by SQUARETALK in these Terms.
• You may not assign your rights or delegate your obligations under these Terms without Squaretalk’s prior written consent. Any purported assignment contrary to this section will be null and void.
• No Third Party Rights. There are no third-party beneficiaries to these Terms. Without limiting this section, Users are not third-party beneficiaries to Customer’s rights under these Terms.