Effective: 2/1/2024
Version 1.1
These Terms and Conditions (“Agreement”) constitute a binding agreement between you and CapTel, Inc., a Wisconsin corporation (“CapTel,” “we,” or “us”). This Agreement governs your use of the CapTel software (“Software”) and internet protocol captioned telephone service (“Service”) provided to you by your Telecommunications Relay Services provider (“Provider”), including all documentation, instructions, and guidance that we or your Provider provide regarding the Software and Service (“Documentation”). Your use of the Captel software and Service is subject to these terms and conditions found in this Agreement, and by use of the Captel Software and Service, you agree to be bound by this Agreement, as may be amended by us from time to time. Pursuant to a contract between us and your Provider, we assist your Provider to provide you with the Service using our Software, but your Provider is your Service provider, not us. In addition, if you receive voice over internet protocol (“VoIP”) service associated with the Service, we do not provide the VoIP to you.
1. Your use of the Software and Service. You agree to only use the Software and Service in strict conformance with this Agreement, the Documentation, any agreement that you have entered into with your Provider or VoIP carrier, all applicable laws, and our acceptable use policy at https://www.captel.com/legal (“AUP”). You are solely responsible for the content and materials you access via the Software and Service and for any activity resulting from the use of your log-in credentials. You agree to keep your credentials confidential, not allow anyone else to use the credentials, and promptly notify us if you have reason to believe that your credentials have been compromised or there is unauthorized access to the Service.
2. Limitations of the Software and Services. The Service is designed for use within the United States, including U.S. Territories. You may only use the Service to (a) make domestic local and long-distance calls to domestic telephone numbers on the North America Number Plan (“NANP”) within the United States, and (b) receive calls from any phone worldwide with access to call the domestic NANP phone number provided to you with the Service. You agree that the Service may utilize automatic speech recognition (“ASR”) to generate captions without a communications assistant (“CA”), and a CA may or may not be available to you. The use of ASR without a CA is intended to provide the Service more efficiently, with greater privacy, and greater answer and transcription speeds, but you acknowledge that we cannot guarantee such results and that ASR captioning will perform as well as CA captioning.
3. Limitations on 911 Emergency Services. YOU AGREE THAT YOUR VOIP CARRIER AND/OR YOUR PROVIDER ARE RESPONSIBLE FOR PROVIDING YOU WITH 911 EMERGENCY SERVICE, NOT CAPTEL, AND THAT CAPTEL SHALL NOT BE RESPONSIBLE UNDER ANY CIRCUMSTANCES FOR ANY FAILURE OF YOUR 911 SERVICE. YOU ACKNOWLEDGE AND ACCEPT ANY LIMITATIONS OF 911 FUNCTIONALITY PROVIDED TO YOU BY YOUR VOIP CARRIER OR YOUR PROVIDER, AND YOU WILL NOTIFY ANY USER OR POTENTIAL USER OF THE SERVICE OF THE EMERGENCY SERVICES LIMITATIONS PROVIDED BY THEM.
4. Software License. We grant you a limited, revocable, non-exclusive, and nontransferable license to use the Software and Service for your personal use. We do not grant, and you do not acquire, any ownership interest in the Software under this Agreement. You shall not copy, modify, create derivative works from, reverse engineer the Software, or otherwise access its source code; remove, alter, or obscure any trademarks or proprietary rights notices from the Software; rent, sell, sublicense, assign, distribute, or publish the Software; or remove, disable, circumvent, or otherwise implement a workaround to any copy protection, rights management, or security features of the Software.
5. Collection and Use of Your Information. In compliance with federal law, the content of all calls made using the Services are confidential. However, we may collect, disclose, and use information about your use of the Software and Service in accordance with applicable law, our agreement with your Provider, and our then-effective privacy policy at https://www.captel.com/privacy. By using the Software and/or Service, you consent to this collection, disclosure, and use of your information, and you agree to the transmission of the incoming audio portion of your telephone call audio to us or our agents and ASR platform, and you waive any rights you may have under applicable law restricting the same. To the extent permitted by law, you waive all privacy laws governing telephone communications and monitoring of the same.
6. Modifications to Software, Services, and/or Agreement. We may from time to time in our sole discretion and without prior notice modify the Software and/or Service that we provide to your Provider. Any such modification by us may affect the Service that your Provider provides to you. We may amend this Agreement, including the AUPs and privacy policies that are referenced herein and hereby incorporated, from time to time in our sole discretion. We will post any such amendments on the relevant website referenced herein. Your continued use of the Software or Services thereafter constitutes your acceptance of these amendments.
7. Termination. We may terminate this Agreement and require your Provider to cease providing you with access to the Software and/or Service at any time for any reason without prior notice. Upon termination, all rights granted to you under this Agreement will also terminate, and you shall cease all use of the Software. Termination will not limit any of our rights or remedies under this Agreement at law or in equity. Sections 9 (Limitation of Liability), 10 (Indemnification), and 11 (Dispute Resolution) shall survive termination.
8. Disclaimer of Warranties. THE SOFTWARE AND SERVICE IS PROVIDED “AS IS,” WITH ALL FAULTS AND DEFECTS, AND WITHOUT WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER LAW, WE AND OUR THIRD-PARTY SOFTWARE AND SERVICES VENDORS (“VENDORS”), EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SOFTWARE AND SERVICE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NEITHER WE NOR OUR VENDORS CAN, AND WE AND THEY DO NOT, PROMISE THAT THE SOFTWARE OR SERVICE WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE WITH ANY OTHER SOFTWARE OR SERVICES, OPERATE WITHOUT INTERRUPTION, OR BE UNINTERRUPTED ERROR-FREE. WE DO NOT AUTHORIZE ANYONE TO MAKE WARRANTIES ON OUR BEHALF, INCLDUING YOUR PROVIDER. NETHER WE NOR OUR VENDORS GUARANTEE THAT YOUR COMMUNICATIONS WILL BE PRIVATE OR SECURE; IT IS ILLEGAL FOR UNAUTHORIZED PEOPLE TO INTERCEPT YOUR COMMUNICATIONS, BUT SUCH INTERCEPTIONS CAN OCCUR.
9. Limitation of Liability. IN NO EVENT SHALL WE OR OUR VENDORS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, TREBLE, CONSEQUENTIAL, STATUTORY, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES DIRECTLY OR INDIRECTLY ARISING OUT OF THE USE OR UNAVAILABILITY OF THE SOFTWARE OR SERVICE, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. NEITHER WE NOR OUR VENDORS SHALL BE LIABLE TO YOU FOR ANY OTHER DAMAGES IN EXCESS OF $100.00. THESE LIMITATIONS ALSO APPLY TO ANY CLAIMS YOU MAY BRING AGAINST ANY OTHER PARTY TO THE EXTENT THAT WE WOULD BE REQUIRED TO INDEMNIFY THAT PARTY FOR SUCH CLAIM. You agree we are not liable for problems caused by you or a third party (including your Provider), by any act of nature, for missed or deleted voice mails or other messages, for any data that gets lost or deleted if we work on your device, for the performance of ASR used to provide the Service, or for failure or delay in your 911 call or text being connected to an appropriate emergency service. To the extent permitted by law, you and we each also agree that all claims must be brought within two years of the date the claim arises.
10. Indemnification. You agree to indemnify, defend, and hold harmless us, our affiliates, and their officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, or expenses of whatever kind, including attorneys’ fees, directly or indirectly arising from or relating to the use of the Software or Service, breach of this Agreement, or violation of any laws or the rights of any third party by you, any person on your account or who uses your credentials, or any person you allow to use the Software or Service.
11. Dispute Resolution/Arbitration. This Agreement is governed by the laws of the State of Wisconsin without giving effect to any choice or conflict of law provision. The parties agree to engage in binding arbitration to settle any dispute arising under or related to this Agreement. The arbitration shall be governed by the procedural rules of the American Arbitration Association. The number of arbitrators shall be three, with you and us selecting one arbitrator each and those two arbitrators selecting the third. Each arbitrator must have expertise in the matter(s) in dispute. The arbitration shall take place in Dane County, Wisconsin. The decision of the arbitrators will be final, binding and may be entered in any court having jurisdiction thereof. The arbitration award will be accompanied by findings of fact and a statement of reasons for the decision. There will be no appeal from the written decision, except if the right to appeal is required by applicable law. Any such appeal (or challenge to this arbitration requirement or matter not covered by this arbitration requirement) shall be brought exclusively in the state or federal courts located in Dane County, Wisconsin. You waive all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. The arbitration proceedings, the arbitrator’s decision, the arbitration award, and any other aspect, matter, or issue of or relating to the arbitration are confidential, and disclosure of such confidential information is an actionable breach of this Agreement. Each party to the arbitration shall bear its own costs. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY LEGAL ACTION RELATING TO THIS AGREEMENT. EACH PARTY AGREES THAT ANY ARBITRATION OR JUDICIAL PROCEEDINGS IN CONNECTION WITH THIS AGREEMENT WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, REPRESENTATIVE, OR CONSOLIDATED ACTION, AND WAIVES ANY RIGHT TO CLASS REPRESENTATION. EACH PARTY ACKNOWLEDGES THAT IT HAS CONSIDERED THE IMPLICATIONS OF THESE WAIVERS, MAKES THEM KNOWINGLY AND VOLUNTARILY, AND HAS DECIDED TO ENTER INTO THIS AGREEMENT IN CONSIDERATION OF, AMONG OTHER THINGS, THESE MUTUAL WAIVERS.
12. Miscellaneous. If any provision of this Agreement is unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect. No failure to or delay in exercising any of our rights or any powers under this Agreement will operate as a waiver thereof. We may assign all or part of our rights or duties in connection with this Agreement without any notification to you, and, if we do so, we shall have no further obligations to you hereunder. This Agreement constitutes the entire agreement between you and us with respect to the Software and Services and supersedes all prior or contemporaneous understandings and agreements, whether written or oral.
Any questions, complaints, or claims in connection with the Agreement may be directed to CapTel customer relations at 450 Science Drive, Madison, WI, 53711, 608-238-5400, or customerservice@captel.com.