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.
- Last updated: October 2nd, 2023
- 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.
These Terms and Conditions (“Terms”) are a binding agreement between you and TelAssistant LLC dba Abby Connect (“Abby Connect”) that govern your access to and use of our website, receptionist services (including our related web portal and mobile application), live chat services, 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.
In order to use and access the Services, you must be at least 18 years old, and you must have the power to enter into 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.
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.
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.
Receptionist Subscription Services
This section governs your use and purchase of our A.I.-assisted human receptionist subscription services (“Receptionist Services”) and live chat subscription services (“Live Chat Services”). These Terms refer to the Receptionist Services and the Live Chat Services individually as a “Subscription Service,” and together as the “Subscription Services.”
Abby Connect’s Subscription Services are intended for use in the United States and Canada. Standard Receptionist Services are available during normal business hours: 5am-9pm PST weekdays, and 6am-6pm PST on weekends. Standard Subscription 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 5 am – 12 pm 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 for Receptionist Services, your upgraded Receptionist Services will operate 24 hours per day, 7 days per week, 365 days of the year (including on U.S. holidays).
Standard Live Chat Services operate 24/7/365 at no additional cost.
Subscription Term and Automatic Renewal
All Subscription Services (including Receptionist Services Pricing Plans, Live Chat Pricing Plans, and Custom Pricing 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.
Cancellations and Refunds
During the first 30 days of a paid Subscription Service, you can cancel your paid subscription at any time. After the first 30 days of your paid Subscription Service, you must provide us with at least 30 days’ advance notice of your request to cancel the Subscription Service. 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 Overage Chats or incurred any additional fees during the last month of your Subscription Services for which you did yet pay, we may still bill you for those additional charges after termination.
Because of the nature of the Services, we enforce a strict no refund policy. Once you make a payment for the Subscription Services, Abby Connect 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.
Receptionist Services Terms
Receptionist Services Fees and Pricing Plans
All Receptionist Services paid subscriptions incur a one-time setup fee of $95.00 (“Receptionist Services Setup Fee”) which will be charged to your first billing cycle. The Receptionist Services Setup Fee only applies to setup of the Receptionist Services and cannot be combined or credited against any other setup fees (e.g., for Live Chat).
We offer paid subscriptions for the Receptionist Services under the following pricing plans (“Receptionist Services Pricing Plans”):
|Plan A||Plan B||Plan C|
included in Plan
|Overage rate (applies if
you exceed the number
of Receptionist Minutes
included in your Plan)
Receptionist Services Custom Pricing Plans
If you are on a standard Receptionist Services Pricing Plan and, during any billing period, you exceed 1,000 Receptionist Minutes, we may automatically upgrade you to a custom subscription plan (“Custom Pricing Plan”) which will include the number of Receptionist Minutes equal to 75% of your monthly estimated Receptionist Minutes usage, charged at a rate of $2.40 per Receptionist Minute.
The monthly estimated Receptionist Minutes will be calculated as the sum of:
For the purpose of calculating the number of Receptionist Minutes included in your Custom Pricing 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 Pricing 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 Pricing Plan would be billed at $4,500.00 per month = 1,875 Receptionist Minutes x $2.40. Any additional Receptionist Minutes that the client uses in excess of 1,875 Receptionist Minutes (“Overage Receptionist Minutes”) would be billed at $2.40 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 Pricing Plan would include 2,620 x .75 = 1,965 Receptionist Minutes. This client would be billed for a Custom Pricing Plan at the monthly rate equal to $4,716.00 per month = 1,965 x $2.40. Overage Receptionist Minutes would be billed at $2.40 per minute.
Our Receptionist Services Pricing Plans are based on billing units that we call “Receptionist Minutes.” Receptionist Minutes are billed and calculated based on a two-step rounding formula and include ring time, talk time, and transfer time but exclude any potential hold time. Specifically, our system measures ring time, talk time, and transfer time separately and rounds up each of those parts of the call to the nearest second. The sum of rounded ring time, talk time, and transfer time is then rounded up to the nearest 30-second mark.
Here is an example:
Actual ring time is 9.1 seconds, actual talk time is 14.5 seconds, and actual transfer time is 9.6 seconds. We would first round up each part of the call to the nearest second: 10 seconds (ring time), 15 seconds (talk time), and 10 seconds (transfer time), respectively. The total call time would be calculated as 10 seconds + 15 seconds + 10 seconds = 35 seconds. This total call time would then be rounded up to the nearest 30-second mark and billed as one (1) 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 Connect 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 Connect receptionist initiates the outbound call, and ending when the Abby Connect receptionist disconnects because the call is over. For purposes of calculating Receptionist Minutes for outbound calls, all time that an Abby Connect 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).
Any telephone number assigned to you by Abby Connect shall remain the property of Abby Connect. Any telephone number ported to Abby Connect 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 Connect, you have been assigned the number more than thirty (30) days prior to the port-away date.
If you have opted in to call recording, Abby Connect will notify the caller at the beginning of the call that the call is being recorded and record the call; both the caller’s voice and the Abby Connect receptionist’s voice will be recorded. If you have declined call recording, Abby Connect may still record the receptionist’s voice but will not record the caller. You acknowledge, understand, and agree that Abby Connect uses third-party service providers to transcribe the call recordings and produce summaries of the transcriptions, which summaries we make available to you in our web portal and the Abby Connect App (defined below). Abby Connect makes no representation or warranty whatsoever, express or implied, as to the accuracy, reliability, or adequacy of the call transcriptions or call summaries.
By opting in to call recording: (a) you agree that you are solely responsible for ensuring that any such call recording complies with applicable laws; and (b) you represent, warrant, and covenant that you have and shall maintain throughout the term of these Terms all necessary rights, consents, and authorizations to provide the caller’s personal data and/or personal information (as those terms are defined by applicable data privacy laws) to Abby Connect to use, disclose, retain, and otherwise process as contemplated by these Terms and your instructions to Abby Connect. You agree to indemnify and hold Abby Connect harmless against any costs, expenses, damages, and liabilities, including reasonable attorneys’ fees, that Abby Connect may incur as a result of such recordings, personal data and/or information, or the use thereof as contemplated by these Terms and your instructions to Abby Connect.
Live Chat Services Terms
Live Chat Services Fees and Pricing Plans
All Live Chat paid subscriptions incur a one-time setup fee of $95.00 (“Live Chat Setup Fee”) which will be charged to your first billing cycle. The Live Chat Setup Fee only applies to setup of the Live Chat Services and cannot be combined or credited against any other setup fees (e.g., for Receptionist Services).
Live Chat subscription fees vary depending on your plan type and whether you have also subscribed to our Receptionist Services. For customers who subscribe to Live Chat Services only, the following Live Chat Only Pricing Plans apply:
|Plan A||Plan B||Plan C|
included in Plan
|10 per month||30 per month||50 per month|
|Overage Chat Rate (applies if
you exceed the number
of Engaged Chats
included in your Plan)
For customers who concurrently subscribe to both Receptionist Services and Live Chat Services, the following Live Chat Add-on Pricing Plans apply:
|Plan A||Plan B||Plan C|
included in Plan
|10 per month||30 per month||50 per month|
|Overage Chat Rate (applies if
you exceed the number
of Engaged Chats
included in your Plan)
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 Connect 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 access to paid subscription services will begin on the day you subscribe for each relevant Subscription Service. We will automatically charge the payment method you provide when you register. The day of the month that you first register for any Abby Connect Subscription Service will 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 Fees and any applicable one-time fees (e.g., the Setup Fee(s)). At the end of each subscription month, we will also calculate and bill you for any Overage Receptionist Minutes or Overage Engaged Chats that you used during that month.
For clients who begin separate Subscription Services on different dates—e.g., a client begins Receptionist Services on October 15, and then begins Live Chat Services on November 10—we prorate the first month of the second Subscription Service to align the two Service billing dates.
On October 15, a client begins paying for Receptionist Services for the 100-minute Pricing Plan ($299 per month). Because the client began paying for Receptionist Services on the 15th day of the month, the client’s Billing Date will be the 15th of every month thereafter. That is, on the 15th of the month, the client will be billed for the full Receptionist Services Subscription Fees of $299 for 100 minutes (plus the $95 Receptionist Services Setup Fee, if the client is a first-time customer).
On November 20, the client also registers for our Live Chat Services for the 10-chat Pricing Plan ($99 per month). To align the billings date for the client’s two Subscription Services, we will prorate the subscription fees for the second Subscription Service (Live Chat) based on a 30-day month. In this example, we would prorate the Live Chat fees so that the first month’s billing period starts on November 20 and ends on December 14 (the day before the client’s Billing Date, which is the 15th of the month). That means the client’s first billing period for Live Chat Services will be 24 days. The first month’s subscription fees for the Live Chat Services would be $79.20 = $99 x (24/30). In addition, the client would be billed for the $95 Live Chat Setup Fee, because the client is a first-time Live Chat customer. The number of Engaged Chats available during the first pro-rated month is also prorated commensurately and rounded up to the nearest whole chat. This means the client will have 8 Engaged Chats available during the first month, which is equal to the 10 Engaged Chats included under the plan, multiplied by the pro-rated month (24/30).
On December 15, the client will be billed for one full month of Receptionist Services ($299) and one full month for Live Chat Services ($99). The client will also be billed for any Overages Receptionist Minutes or Overage Chats (Engaged Chats in excess of 8 Engaged Chats available to the client) that were used during the previous billing period (November 15 through December 14 for Receptionist Services, and November 20 through December 14 for Live Chat Services).
On January 15, the client would again be billed for one full month of Receptionist Services ($299) and one full month for Live Chat Services ($99). However, this time, because the client paid for the full 10 Engaged Chats available under their Live Chat Subscription Plan for the previous billing period (December 14 through January 14), the client will only pay the Overage Chat Rate for any Engaged Chats in excess of 10 Engaged Chats during the prior billing period.
This same Billing Date consolidation procedure applies if you start Live Chat Services first, and then start Receptionist Services second. The Billing Date will be set based to the first day you pay for a Subscription Service (in this second example, Live Chat). If you subsequently start paying for Receptionist Services, we will prorate your first month’s Receptionist Services and Receptionist Services fees to align the Receptionist Services Billing Date with your Live Chat Billing Date.
All payments must be received by Abby Connect no later than 10 days after the applicable Billing Date. You must, at all times, maintain a valid payment method on file with Abby Connect. You hereby authorize Abby Connect to debit your payment method to satisfy any and all amounts due to Abby Connect.
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 Connect 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.
ACH Debit Authorization
If you are using an echeck or ACH direct debit as your payment method for any Subscription Services, you authorize Abby Connect to debit the bank account you provided to us on a monthly recurring basis on each Billing Date. You also authorize us to debit or credit your account to correct any errors or process any refunds, if necessary. You understand that this authorization will remain in effect until you notify us of your intent to cancel your Subscription Service(s). You further agree to notify us of any changes to your account information or termination of this authorization prior to the next Billing Date.
We will debit your account on your Billing Date for the monthly subscription fee(s) for each Subscription Service to which you have subscribed plus any applicable overage fees from the prior billing period. Funds may be withdrawn as soon as the Billing Date. If an ACH transaction is rejected for non-sufficient funds, you understand that we may attempt to process the charge again within 30 days.
You agree not to dispute Abby Connect debiting your account, so long as the transaction corresponds to the terms indicated in your subscription order and these Terms and Conditions.
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”).
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 Connect reserves the right to require that all future payments by you be tendered by credit card.
Abby Connect 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 Connect AbbyGo App
The Abby Connect 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 Connect App. It is your sole responsibility to (a) obtain and maintain any equipment and network connection necessary for you to use the Abby Connect App, and (b) comply with any terms and conditions applicable to your equipment and network providers. Abby Connect 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 Connect 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.
We may update, change, or withdraw the Abby Connect 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 Connect App.
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. 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.
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 Connect 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 by providing written notice to Abby Connect and ceasing all use of the Services. However, these Terms must remain in effect as long as you are accessing, using, or subscribed to any of our Services, and terminating these Terms does not in any way diminish your obligation to provide advance notice of cancellation applicable to any of our Services. For example, if you have a paid Subscription Service, we require 30 days’ advance notice prior to cancelling your subscription (please refer to the Cancellations and Refunds section above). Although you can request to terminate these Terms, these Terms will nonetheless remain in effect as long as your paid Subscription Service is active (subject to the 30 days’ advance notice requirement prior to cancellation); your request to terminate these Terms will only be effective after cancellation of your paid Subscription Service is effective.
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:
- 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;
- 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;
- Using the Services in violation of any and all applicable laws, rules, and regulations, or in connection with pornographic, offensive, or obscene subject matter;
- 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;
- Deleting or modifying our Trademarks or the copyright or other proprietary rights notices on the Services;
- 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
- 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.
Abby Connect will use reasonable care to maintain the confidentiality of your confidential information provided to us in the course of providing the Services. Abby Connect 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 Connect, or information received from a third party having the right to transfer such information.
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 Connect 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.
The trademarks, service marks, designs, and logos (collectively, the “Trademarks”) displayed on the Services are the registered and unregistered Trademarks of Abby Connect 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.
If you provide suggestions, feedback, and comments (collectively, “Feedback”) to us regarding your experience with the Services, you grant Abby Connect 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.
You agree, to the maximum extent permitted by your jurisdiction’s laws, to indemnify, defend, and hold harmless Abby Connect and its parent, successors, affiliated companies, contractors, officers, directors, employees, agents, and its third-party suppliers, licensors, and partners (“Abby Connect 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, inability 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 Connect 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.
The Services and all content and functionality on the Services are 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 Connect 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 Connect will have no liability or responsibility for any information published on third-party sites or any content or services provided by third parties. Abby Connect 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 Connect or the Abby Connect 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 Connect 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 Connect Parties, and that these limitations are an essential basis to Abby Connect’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 Connect 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.
If you have questions about these Terms or our Services, please contact us.
Abby Connect Data Processing Agreement
Last updated: 6/7/2021
(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 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.