Abby Connect Terms & Conditions

Abby Connect (“Abby”) hereby agrees to provide various Telecommunications Services to Client pursuant to the Terms and Conditions set forth herein and in the Service Agreement.

These Terms and Conditions (“Terms”) are a binding agreement between you and Telassistant LLC dba Abby Connect (“Abby”) that govern your access to and use of our website, virtual receptionist services (including our related web portal and mobile application), and any other products or services provided by us to you that link to these Terms (collectively, the “Services”). By accessing, using, or purchasing any Services, you agree to these Terms.

If you are accessing, using, or purchasing any of the Services on behalf of a third party (e.g., a legal entity or organization, such as your employer, customer/client, or professional association), you represent and warrant that you have the authority to bind that third party, and you accept these Terms on your own behalf and on behalf of that third party. In that case, “you” and “your” refers to both you and that third party.

These Terms contain a binding arbitration provision and class action and jury trial waiver. Please read the arbitration notice below carefully, as it governs the disputes between you and Abby Connect. By agreeing to these Terms, you waive your right to participate in a class-action lawsuit or class-wide arbitration and your right to a jury trial.

Eligibility

In order to use and access the Services, you must be at least 18 years old, and you must have the power to enter a binding contract with us and not be barred from doing so under any applicable laws. You also represent that any information you submit to us or the Services is true, accurate, complete, and lawful. You may not use or access the Services if we have previously suspended or removed you from the Services, or if your registration or your use of the Services is not in compliance with any and all applicable laws or these Terms. Also, you may not use the Services if your use would cause us to violate any applicable laws or regulations.

Account Credentials

To access some of the Services, you must create an account and password (“Account Credentials”). You cannot share, transfer, or assign your Account Credentials, and any attempted transfer or assignment is void. You are solely responsible for maintaining the accuracy, truthfulness, completeness, and confidentiality of, and you agree to accept responsibility for all activities that occur under, your Account Credentials. If you have reason to believe that your account is no longer secure (e.g., in the event of a loss, theft, or unauthorized disclosure or use of your account ID or password), you agree to immediately notify us.

You may be liable for any losses we or others incur as a result of unauthorized use of your Account Credentials. We may, in our sole discretion, for any or no reason, and without penalty or notice, deny, suspend, or terminate your account, or discontinue providing access to all or any part of the Services. If we terminate your account or your right to use the Services, you agree that we will not be liable to you or any third party for any such termination. You may terminate these Terms at any time going forward by discontinuing use of all parts of the Services.

Data Privacy

Our Privacy Policy explains how we collect, use, and disclose your personal information when you access and use the Services. You must agree to the Privacy Policy to use the Services.

Modification

From time to time, and at any time, we may modify these Terms. If you continue to access and use the Services after such changes are effective, you acknowledge and agree to such modifications.

Virtual Receptionist Subscription Services

This section governs your use and purchase of our virtual receptionist subscription services (“Subscription Services”).

Abby Connect’s Subscription Services are intended for use in the United States and Canada. Standard live receptionist services are available during normal business hours: 5am-9pm PST weekdays, and 6am-6pm PST on weekends. Standard live receptionist services are unavailable during the following U.S. holidays: Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Black Friday, Christmas Day, and New Year’s Day.  Office and answering hours will be limited to 5am – 12pm PST on the following days: Thanksgiving Eve, Christmas Eve, and New Year’s Eve. 

If you have paid for the 24/7/365 add-on, your upgraded live receptionist services will operate 24 hours per day, 7 days per week, 365 days of the year (including on U.S. holidays).

Free Trial

Abby offers first-time customers the opportunity to sign up for a 14-day free trial solely for purposes of evaluating the Subscription Services. You can initiate a free trial by calling us and completing setup of your trial account. The 14-day free trial is limited to 500 live Receptionist Minutes (as defined below). If you exceed 500 live Receptionist Minutes during your free trial, you may continue to use the Subscription Services on a paid-subscription basis.

Upon conclusion of your free trial, you may continue to use the Subscription Services by registering for a paid subscription under a Pricing Plan (described below) or a Custom Plan.

Fees and Pricing Plans

All paid subscriptions incur a one-time setup fee of $95.00 (“Setup Fee”) which will be charged on your first paid billing cycle. If you have signed up for a free trial, the Setup Fee will be charged after the expiration of your free trial and if you continue with a paid subscription.

We offer paid subscriptions under the following pricing plans (“Pricing Plans”):

Plan A Plan B Plan C
Monthly Subscription
Fee
$279 $499 $1,089
Receptionist Minutes
included in Plan
100 200 500
Overage rate (applies if
you exceed the number
of Receptionist Minutes
included in your Plan)
$2.79 per
Receptionist
Minute
$2.49 per
Receptionist
Minute
$2.18 per
Receptionist
Minute

Subscription Term and Automatic Renewal

All subscriptions (including both Pricing Plans and Custom Plans) are month-to-month and automatically renew on a monthly basis. If you do not want your Subscription Services to renew at the end of the current subscription term, you must contact us at least 30 days before your subscription is set to renew and notify us of cancellation.

Custom Plans

If you are on a paid Pricing Plan and, during any billing period, you exceed 1,000 Receptionist Minutes, we may automatically upgrade you to a custom subscription plan which will include the number of Receptionist Minutes equal to 75% of your monthly estimated Receptionist Minutes usage, charged at a rate of $2.18 per Receptionist Minute.

The monthly estimated Receptionist Minutes will be calculated as the sum of:

  • Estimated Weekday Usage, which will be calculated by taking the last 3 full weekdays (non-holiday days) of Receptionist Minute usage, dividing by 3 to get a daily average, and multiplying by 20 to get a monthly average; and
  • Estimated Weekend Usage (if any), which will be calculated by adding the number of Receptionist Minutes used on the most recent Saturday and Sunday, and multiplying by 4.

For purposes of calculating the number of Receptionist Minutes included in your custom subscription plan, we multiply the sum of Estimated Weekday Usage and Estimated Weekend Usage (if applicable) by .75 to get 75% of your monthly estimated Receptionist Minutes usage.

For example, a client with only weekday usage which used 100 Receptionist Minutes, 150 Receptionist Minutes, and 125 Receptionist Minutes in the last 3 weekdays would be upgraded to a custom subscription plan which has Estimated Weekday Usage = (100 + 150 + 125) / 3 x 20 = 2,500 Receptionist Minutes. The custom package would include 75% of the 2,500 Receptionist Minutes of Estimated Weekday Usage, which is equal to 1,875 Receptionist Minutes. The custom plan would be billed at $4,087.50 per month = 1,875 Receptionist Minutes x $2.18. Any additional Receptionist Minutes that the client uses in excess of 1,875 Receptionist Minutes (“Overage Receptionist Minutes”) would be billed at $2.18 per minute.

As a modified example, if the client also had weekend usage, consisting of 20 Receptionist Minutes on the most recent Saturday and 10 Receptionist Minutes on the most recent Sunday, which is (20 +10) = 30, then Estimated Weekend Usage would be equal to 30 x 4 = 120 Receptionist Minutes. Then, including Estimated Weekend Usage, this client’s total estimated monthly usage would be equal to Estimated Weekday Usage + Estimated Weekend Usage = 2,500 + 120 = 2,620. This client’s custom plan would include 2,620 x .75 = 1,965 Receptionist Minutes. This client would be billed for a custom plan at the monthly rate equal to $4,283.70 per month = 1,965 x $2.18. Overage Receptionist Minutes would be billed at $2.18 per minute.

Receptionist Minutes

Our subscription plan pricing is based on billing units that we call “Receptionist Minutes.” Receptionist Minutes are billed and calculated in 30-second increments.  All calls are rounded up to the nearest 30-second mark. As an example, if a call is ten seconds long, it will be rounded up to the nearest 30-second mark and billed as 30 seconds (or half of a Receptionist Minute).

For inbound calls, Receptionist Minutes are calculated starting from the time the call rings into our system, excluding any potential hold time, and ending when an Abby receptionist transfers the call through to someone, or to voicemail, or otherwise disconnects because the call is over.

For outbound calls, Receptionist Minutes are calculated starting from the time the Abby receptionist initiates the outbound call, and ending when the Abby receptionist disconnects because the call is over. For purposes of calculating Receptionist Minutes for outbound calls, all time that an Abby receptionist spends connecting or connected on a call will be included, including time waiting for the caller to pick up or for the call to connect, dialing wrong numbers (if incorrect contact information is provided by a client), and time spent leaving a voicemail (if applicable)

Cancellation and Refunds

During the first 30 days of your paid Subscription Services, you can cancel your paid subscription at any time. After the first 30 days of your paid Subscription Services, you must provide us with at least 30 days’ advance notice of your intent to cancel the Subscription Services. Your cancellation will be effective at the end of the billing cycle during which the 30-day notice period expires. We do not prorate subscription fees, and you will remain responsible for paying for all Subscription Services that you receive prior to the effective date of termination. For the avoidance of doubt, this means that if you used any Overage Minutes or incurred any additional fees during the last month of your Subscription Services that you did yet pay, we may still bill you for those additional charges after termination.

Refund Policy

Because of the nature of the Services, we enforce a strict no refund policy. Once you make a payment for the Subscription Services, Abby has no obligation to provide you a refund for any reason. That said, we want you to be happy with our Services, so please don’t hesitate to reach out to us if you are dissatisfied with the Services. We will work with you to see if we can make it right.

Number Porting

Any telephone number assigned to you by Abby shall remain the property of Abby Connect. Any telephone number ported to Abby by you shall remain your property. Abby Connect will allow you to port away from the telephone numbers, so long as you have an account in good standing and, for numbers assigned to you by Abby, you have been assigned the number more than thirty (30) days prior to the port-away date.

Billing and Payments

When you make a purchase on the Services, you agree to pay the applicable fees in effect at the time of your purchase. You agree to use a valid and authorized payment method, and you represent and warrant that you are authorized to provide and use any payment method information that you provide to us. If Abby is unable to obtain payment for a purchase that you received from us (e.g., if your payment method fails or we receive a chargeback), you agree to pay us the corresponding fees within ten (10) days of notification from us. We reserve the right to terminate your access to any products or services for which we have not received adequate payment.

Your paid subscription will begin on the day following the expiration of your free trial. This date will then become your “Billing Date.” Every month on the Billing Date, we will charge your payment method (i.e., your credit, debit card, or checking account) for the next month’s Monthly Subscription Fee and any applicable one-time fees (e.g., the Setup Fee). At the end of the subscription month, we will also calculate and bill you for any Overage Receptionist Minutes that you used during that month.

All payments must be received by Abby no later than 10 days after the applicable Billing Date. You must, at all times, maintain a valid payment method on file with Abby. You hereby authorize Abby to debit your payment method to satisfy any and all amounts due to Abby.

If we do not receive full payment within 30 days of the Billing Date, you will be considered to be in material default of this Agreement, and Abby will have the right to immediately terminate service without waiving the right to collect any and all amounts then due plus all Late Charges that may accrue thereafter.

If you need to change your Billing Date, please contact us.

Late Charges

Any payment(s) not received within 10 days of the Due Date, are subject to a late charge equal to 5% of the amount then due (“Late Charge”).

Returned Checks

A $100 processing fee will be charged for each check (and/or electronic check, “echeck”) submitted by you that is returned by the financial institution for any reason, including insufficient funds and closed accounts. This returned check fee shall be due and payable by credit card without demand therefore and must be tendered together with the outstanding balance due and all Late Charges. If a check (and/or electronic check, “echeck”) is returned, Abby reserves the right to require that all future payments by you be tendered by credit card.

Price Changes

Abby reserves the right to change the prices and fees for the Services at any time. We will notify you of any changes before they take effect, and any changes to prices or fees will become effective for your next billing cycle. You must cancel your Subscription Services before they renew if you disagree with any price or fee changes.

Abby App

This section describes the terms and conditions that are specific to the Abby Connect mobile application (“Abby App”). The Abby App is subject to these Terms and our Privacy Policy. By downloading or accessing the Abby App, you acknowledge and agree to these Terms and our Privacy Policy.

The Abby App is intended for users of our Subscription Services, and you must have a compatible mobile device and working Internet access to use the Abby App. It is your sole responsibility to (a) obtain and maintain any equipment and network connection necessary for you to use the Abby App, and (b) comply with any terms and conditions applicable to your equipment and network providers. Abby will have no liability to you or any third party for your inability to access or use the Services because of a failure of your equipment or network connection.

The Abby App places calls via your Internet or mobile data connection. You acknowledge and agree that you may incur charges for Internet or mobile data usage and that you are solely responsible for paying those charges.

The Abby App will ask for your permission to access your contact list and microphone, and the Abby App may access other device features and data as set forth in our Privacy Policy.  If you do not give your permission for the Abby App to access your device data, the Abby App may not work properly and some features may be unavailable.

We may update, change, or withdraw the Abby App at any time for any reason, with or without notice to you. We will have no liability for your use, or inability to use, the Abby App.

Texting

If you provide us with a mobile phone number and consent to receiving mobile phone calls and text messages from us, we may contact you about our Services, promotions, and other communications that you request from us at the phone number you provided. By initiating communication with us via text, you consent to us responding to you via text. Standard message and data rates will apply to any texts that you send to or receive from us. To stop receiving text messages from us, you can reply STOP to any text message.

Client Referral Promotion

If you are an existing or former client, and you refer a new client to us who becomes a paid subscriber to our Subscription Services, we may credit you with a referral fee equal to $100 (as either a gift card or invoice credit) after the new client has made their first payment to us. For clarity, you cannot earn a referral credit if a new referred client does not become a paid subscriber after its free trial expires. We must be able to verify that you are the referral source, and we may deny the referral fee if we believe, at our sole discretion, that there has been abuse or fraud in connection with this promotional offer or the Services. We may discontinue this offer at any time, and we will have no obligation to make any referral payments to you after we have discontinued this offer.

Your Content

If you provide data, content, information, or materials (but excluding your Feedback) to us (“Your Content”), it is your responsibility to ensure that you have all necessary rights and licenses to share Your Content with us. You represent and warrant that Your Content is accurate, truthful, and lawful; does not violate applicable laws or infringe, violate, or misappropriate the rights of any third party; and that its use by Abby as necessary to deliver the Services to you does not infringe, violate, or misappropriate the rights of any third party. You grant Abby Connect a worldwide, revocable, royalty-free, right and license to use, reproduce, distribute, modify, post, display, perform and transmit Your Content to provide the Services to you.

Term and Termination

You may terminate these Terms at any time by providing written notice to Abby and ceasing all use of the Services, except that, notwithstanding the foregoing, these Terms will remain in effect as long as you have an active subscription to our Receptionist Services. We may suspend, terminate, or deny you access to the Services for any reason or no reason, with or without notice to you. Upon termination of these Terms, all licenses granted herein will automatically terminate.

It is your sole responsibility to retain backup copies of any of Your Content that you upload, share, or provide to the Services. If we suspend or terminate your access to the Services, we have no obligation to provide you with any further access to Your Content, and we may delete or destroy your account information and/or Your Content immediately and without notice to you.

Upon termination of these Terms, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including without limitation, Intellectual Property, Disclaimer, Limitation of Liability, Indemnification, Arbitration and Dispute Resolution, and Miscellaneous.

Acceptable Use Policy

You may not engage in any of the following on or using the Services:

  1. Reproducing, duplicating, copying, selling, reselling, publishing, uploading, posting, transmitting, distributing, or otherwise exploiting for any purpose, any portion of, the functionality of, or access to the Services;
  2. Selling or renting any part of the Services Materials, any derivative works based in whole or in part on the Services Materials, or any collective work that includes any part of the Services Materials;
  3. Using the Services in violation of any and all applicable laws, rules, and regulations, or in connection with pornographic, offensive, or obscene subject matter;
  4. Reverse engineering, modifying, altering (including by removing or disabling any security or technological safeguards, disclaimers, or legends), any portion of, the functionality of, or access to the Services;
  5. Deleting or modifying our Trademarks or the copyright or other proprietary rights notices on the Services;
  6. Removing, circumventing, disabling, damaging, or otherwise interfering with security-related features of the Services, features that prevent or restrict use or copying of any Services Materials, or features that enforce limitations on the use of the Services and Services Materials; or
  7. Intentionally interfering with or damaging the operation of the Services or any user’s enjoyment of it, by any means, including without limitation by participation in any denial-of-service type attacks or by uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code.

Any violation of these Terms may result in the immediate termination of your account, use, or access to the Services.

Confidentiality

Abby will use reasonable care to maintain the confidentiality of your confidential information provided to us in the course of providing the Services. Abby will not disclose or use such confidential information, except as authorized by you or otherwise compelled by law. Your confidential information shall not include any information in the public domain through no fault of Abby, or information received from a third party having the right to transfer such information.

Intellectual Property

All content and functionality on the Services, visual interfaces, text, graphics, logos, design, information, icons, images, services, content, videos, downloadable, or supplementary materials, and all other elements of the Services, in addition to any concepts, know-how, tools, frameworks, software, applications or other technology, algorithms, models, processes, and industry perspectives underlying or embedded in the foregoing, along with any enhancements to, or selection, arrangement, or derivative works thereof (the “Services Materials”) is the property of Abby or its licensors and, to the extent applicable, is protected by U.S. and international copyright, patent, and trademark laws, international conventions, and other applicable laws governing intellectual property and proprietary rights.

Trademark

The trademarks, service marks, designs, and logos (collectively, the “Trademarks”) displayed on the Services are the registered and unregistered Trademarks of Abby and its licensors. You agree that, except as expressly permitted by us or by our licensors, where applicable, you will not use our Trademarks for advertising or promotion purposes and that you will not imply any endorsement by or relationship with us or our licensors. Further, notwithstanding any of the foregoing, you will cease all use of our Trademarks immediately upon our request.

Your Feedback

If you provide suggestions, feedback, and comments (collectively, “Feedback”) to us regarding your experience with the Services, you grant Abby the right to use your Feedback for any purpose without restriction or payment to you, or any obligation of confidentiality. Further, you represent and warrant that you own the rights to your Feedback and have the right and authority to post, display, distribute, perform, and transmit your Feedback.

Changes to the Services

We reserve the right to modify, update, suspend, terminate, or change the Services and any functions or features of the Services at any time, in our sole discretion, including any prices or fees for the Services. We will not be liable to you for any losses, costs, expenses, or damages in connection with your use of, or inability to use, the Services or any features or functions of the Services resulting from any such changes.

Third-Party Websites

The Services may include links or references to third-party websites or services (“Third-Party Sites”) solely as a convenience to you. We do not endorse or take any responsibility for Third-Party Sites or the information, materials, products, or services contained on or accessible through Third-Party Sites. Your access to and use of Third-Party Sites, including the information, materials, products, or services on or available through those Third-Party Sites, is solely at your own risk and may be governed by different terms of use and privacy policies.

Indemnification

You agree, to the maximum extent permitted by your jurisdiction’s laws, to indemnify, defend, and hold harmless Abby and its parent, successors, affiliated companies, contractors, officers, directors, employees, agents, and its third-party suppliers, licensors, and partners (“Abby Parties”) from and against all losses, damages, liabilities, demands, judgments, settlements, costs and expenses of any kind (including legal fees and expenses), from any claim or demand relating to or arising out of (i) your access to, use or misuse of the Services; (ii) your breach or alleged breach of these Terms, or any violation of the Terms, including any breach of the representations, warranties, and covenants made herein; or (iii) your failure to comply with applicable laws, including without limitation the infringement of any intellectual property, privacy, or other rights of any person or entity by you or any third-party using your Account Credentials. Abby reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any such matter without our prior written consent. We will use reasonable efforts to notify you of any such claim, action, or proceeding when we become aware of it.

Disclaimer

The Services, and all content and functionality on the Services is provided “AS IS,” without warranty of any kind, either express or implied, including, without limitation, implied warranties of merchantability and fitness for a particular purpose. Abby makes no warranties, express or implied, as to the ownership, accuracy, or adequacy of the Services, that the Services will meet your requirements or expectations or be to your liking, or that information offered on or through the Services will be correct, timely, reliable, uninterrupted, or free of errors, viruses or other harmful components. Abby will have no liability or responsibility for any information published on third-party sites or provided by third parties. Abby will not be liable for any indirect, incidental, consequential, or punitive damages or losses or for lost revenues or profits, whether or not advised of the possibility of such damages or losses and regardless of the theory of liability. The above exclusions apply to the fullest extent permitted by applicable laws.

No advice or information, whether oral or written, obtained by you from us through our Services will create any warranty, representation, or guarantee not expressly stated in this agreement.

Limitation of Liability

In no event will Abby or the Abby Parties’ total liability to you for all damages (including without limitation damages arising from any unsuccessful court action or legal dispute, lost business, lost revenues or profits, loss of data, damaged equipment or materials, or any other pecuniary or non-pecuniary loss or damage of any nature whatsoever), losses, and causes of action arising out of or relating to these Terms or the Services (whether in contract, tort, warranty, or otherwise), exceed the amount, if any, you paid to Abby for accessing the Services during the twelve months immediately preceding the date of the claim or one hundred dollars ($100), whichever is greater. You acknowledge and agree that the disclaimers and the limitations of liability set forth in these Terms reflect a reasonable and fair allocation of risk between you and the Abby Parties, and that these limitations are an essential basis to Abby’s ability to make the Services available to you.

Arbitration and Dispute Resolution

We hope that, if a dispute arises between you and us, we will be able to resolve the dispute informally. However, if that is not possible, except as provided below, you agree that any cause of action, claim, or dispute between you and Abby arising out of or related to these Terms or the Services (collectively, “Claim(s)”) will be resolved by binding, individual arbitration.

You may bring a Claim only on your own behalf and cannot seek relief through class action or class arbitration. The American Arbitration Association will administer all arbitrations under its Commercial Arbitration rules. The arbitration will take place in Clark County, Nevada, and each party will bear half of the arbitration fees and costs.

Notwithstanding the foregoing, the following Claims may be brought in court instead of arbitration: disputes related to intellectual property; violations of any of the Prohibited Uses described below; and any equitable relief (such as an injunction) necessary to protect either party’s rights or property pending the completion of arbitration. If for any reason a Claim proceeds in court rather than in arbitration, we each waive any right to a jury trial.

You must file a Claim within one (1) year after the Claim arose or it will be forever waived and barred.

Miscellaneous

These Terms and Conditions, our Privacy Policy, and our Data Processing Agreement (if applicable) set forth the entire Agreement between the parties. In the event any content, information, or material on the Services is in conflict with these Terms, these Terms will control.  The failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any part of the Terms will be effective only if written and signed by the waiving party. These Terms are governed by and construed in accordance with the laws of the State of Nevada without reference to the principles of conflicts of laws thereof. The venue for any legal proceedings will be in Clark County, Nevada.  If any provision of the Terms is held to be unlawful, void, or for any reason is unenforceable, then that provision will be limited or eliminated from the Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions. You may not assign these Terms without Abby’s prior written consent. We may assign these Terms at any time without restriction. This Agreement shall be binding upon all permitted successors and assigns of the parties hereto. These Terms use heading references, which are not a part of the Terms and should not be deemed to limit or affect any of the provisions in these Terms.

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If you have questions about these Terms or our Services, please contact us.

Abby Connect Data Processing Agreement

Last updated: 6/7/2021

This Data Processing Agreement (“DPA”) is incorporated into Abby Connect’s Terms of Use between you (our Client) and [entity name] (“Abby Connect”, “we”, “us” or “our”). Together, the Terms of Use and this DPA are referred to as the “Agreement.” This DPA governs our collection, use, disclosure, and retention of personal information on your behalf when we provide the Subscription Services to you. Capitalized terms used but not defined in this DPA have the meanings set forth in the Terms of Use. In the event of conflict or ambiguity between any of the provisions of this DPA and the provisions of the Terms of Use, the provisions of this DPA will prevail.

  1. Definitions
    (a) “Applicable Data Protection Laws” means all applicable federal, and state, and foreign laws and regulations relating to the processing, protection, or privacy of Client Data (as defined below), including where applicable, the guidance and codes of practice issued by regulatory bodies in any relevant jurisdiction. This includes, but is not limited to, the CCPA.(b) “CCPA” means the California Consumer Privacy Act of 2018, as amended (Cal. Civ. Code §§ 1798.100 to 1798.199), the CCPA Regulations (Cal. Code Regs. tit. 11, §§ 999.300 to 999.337), and any related regulations or guidance provided by the California Attorney General. Terms defined in the CCPA, including “personal information”, “business”, “business purposes”, “consumer” and “service provider” shall have the same meaning in this Agreement.(c) “Client” means the User who purchases or subscribes to our virtual receptionist services (“Subscription Services”).(d) “Client Data” means the personal information Abby Connect collects from Client or from Client’s customers (“Consumers”) on Client’s behalf in connection with the Subscription Services.(e) “Contracted Business Purposes” means the Subscription Services described in the Agreement for which Abby Connect receives or accesses Client Data.
  2. Roles of the Parties. The parties agree that for the purposes of the CCPA, Client acts as a business, and Abby Connect acts as a service provider for Client Data. Client does not sell Client Data to Abby Connect because Abby Connect will only use Client Data for the Contracted Business Purposes and as otherwise permitted by the CCPA.
  3. Scope. The Client Data processed under this DPA relates to the following categories of data subjects: Consumers, potential Consumers, and Client’s employees or contractors (who are natural persons). The Client Data processed under this DPA includes the following categories of data: identifiers, customer records information, Internet or other electronic network activity, geolocation data, professional or employment-related information, commercial information, and any other Client Data that may be processed pursuant to the Agreement.
  4. Abby Connect’s Obligations. Abby Connect will: (a) only collect, use, retain, or disclose Client Data for the Contracted Business Purposes for which Client provides or permits access to Client Data; (b) not collect, use, retain, disclose, sell, or otherwise make Client Data available for Abby Connect’s own commercial purposes or in a way that does not comply with the Applicable Data Protection Laws; (c) limit Client Data collection, use, retention, and disclosure to activities reasonably necessary and proportionate to achieve the Contracted Business Purposes or another compatible operational purpose; and (d) promptly comply with any Client request or instruction requiring Abby Connect to provide, amend, transfer, or delete Client Data, or to stop, mitigate, or remedy any unauthorized processing. If the CCPA requires Abby Connect to disclose Client Data for a purpose unrelated to the Contracted Business Purpose, Abby Connect must first inform the Client of the legal requirement and give the Client an opportunity to object or challenge the requirement, unless the law prohibits such notice. If the CCPA permits, Abby Connect may aggregate, de-identify, or anonymize personal information so it no longer meets the personal information definition, and may use such aggregated, de-identified, or anonymized data for its own research and development purposes. Abby Connect will not attempt to or actually re-identify any previously aggregated, de-identified, or anonymized data and will contractually prohibit downstream data recipients from attempting to or actually re-identifying such data.
  5. Client’s Obligations. Subject to Section 6 below, Client retains control of Client Data and remains solely responsible for its compliance with Applicable Data Protection Laws, including, without limitation, providing any required notices and obtaining any required consents from Consumers and its employees, responding to CCPA-related inquiries (including verifiable consumer requests), and for the processing instructions it gives to Abby Connect. If Client provides specific instructions to Abby Connect for processing Client Data, Client warrants and represents that Abby Connect’s expected processing of Client Data as specifically instructed by Client will comply with Applicable Data Protection Laws.
  6. Assistance with Client’s CCPA Obligations. Taking into account the nature of Abby Connect’s processing and the information available to Abby Connect, Abby Connect will reasonably cooperate and assist Client to the extent necessary for Client to comply with its obligations under the CCPA. If Abby Connect receives a CCPA-related inquiry directly from a Consumer relating to the Consumer’s personal information, Abby Connect will direct the Consumer to contact Client directly. For clarity, Abby Connect has no obligation to respond substantively to any Consumer’s rights request.
  7. Subcontractors. Abby Connect may use subcontractors to provide the Contracted Business Services. Any subcontractor used must enter into a written agreement with Abby Connect containing data protection obligations that provide at least the same level of protection for Client Data as those in this DPA, to the extent applicable to the nature of the service provided by such subcontractor. At any time, Client may request that Abby Connect provide an up-to-date list disclosing each subcontractor that it uses to provide the Contracted Business Services. Abby Connect remains fully liable to the Client for any subcontractor’s performance of its agreement obligations.
  8. Confidentiality. Abby Connect will ensure that its employees, authorized agents, and any subcontractors are required to maintain the confidentiality of the Client Data, including after the end of their respective employment, contract, or assignment.
  9. CCPA Warranties and Certification. Both parties will comply with all applicable requirements of the CCPA when collecting, using, retaining, or disclosing personal information. Abby Connect certifies that it understands this Agreement’s and the CCPA’s restrictions and prohibitions on selling personal information and retaining, using, or disclosing personal information outside of the parties’ direct business relationship, and it will comply with them. Abby Connect further warrants that it has no reason to believe any CCPA requirements or restrictions prevent it from providing any of the Contracted Business Purposes or otherwise performing under this Agreement. Abby Connect will promptly notify the Client of any changes to the CCPA’s requirements that may adversely affect its performance under the Agreement.
  10. Data Security. Abby Connect must at all times implement appropriate technical and organizational measures designed to safeguard Client Data against unauthorized or unlawful processing, access, copying, modification, storage, reproduction, display, or distribution, and against accidental loss, destruction, or damage. Abby Connect will promptly notify the Client if any Client Data is lost or destroyed or becomes damaged, corrupted, or unusable. Immediately following any unauthorized or unlawful Client Data processing or security breach, the parties will coordinate with each other to investigate the matter. Abby Connect will reasonably co-operate with the Client in notifying affected data subjects and regulatory authorities; and making available all relevant records, logs, files, data reporting, and other materials required to comply with all Applicable Data Protection Laws or as otherwise reasonably required by the Client.
  11. Data Return and Destruction. On termination of the Agreement for any reason or expiration of its term, Abby Connect will securely destroy or, if directed in writing by the Client, return and not retain, all or any Client Data related to this agreement in its possession or control, except for one copy that it may retain and use for audit purposes only. If any law, regulation, or government or regulatory body requires Abby Connect to retain any documents or materials that Abby Connect would otherwise be required to return or destroy, it will notify the Client in writing of that retention requirement, giving details of the documents or materials that it must retain, the legal basis for retention, and establishing a specific timeline for destruction once the retention requirement ends. Abby Connect may only use this retained Client Data for the required retention reason or audit purposes.
  12. Data Transfers. Client agrees that we may access and process Client Data on a global basis as necessary to provide the Subscription Services to Client in accordance with the Agreement, and in particular that Client Data will be transferred to and processed by Abby Connect in the United States and to other jurisdictions where Abby Connect and its subcontractors operate.
  13. Audit. Abby Connect will permit Client, or a designated assessor, to audit Abby Connect’s compliance with its DPA obligations, at Client’s expense, upon at least 10 business days prior notice, and no more than once per year during the term. Abby Connect will give the Client reasonable assistance to conduct such audits.
  14. This DPA will remain in effect until the termination of the Agreement or for as long as Abby Connect carries out Client Data processing activities on behalf of Client, whichever occurs sooner.
  15. Limitation of Liability. Each party’s liability arising out of or related to this DPA, whether in contract, tort, or under any other theory of liability, is subject to the “Limitation of Liability” section of the Terms of Use, and any reference in such section to the liability of a party means the aggregate liability of that party under the Agreement (the Terms of Use and this DPA together).