Terms of Service

Last Updated May 17, 2022
Teltech Systems, Inc. (“Teltech”) is pleased to provide you with RoboKiller Enterprise (“RKE”), offering live call analysis, spam call protection and other services (each a “Service” and collectively the “Services”) made available via our proprietary application programming interface (“API”) and the RKE web portal (“Web Portal”) (the Web Portal and API are collectively referred to herein as the “Platform”) These “Terms”, our Privacy Policy and any Order(s) (defined below) form a binding agreement (the “Agreement”) between Customer and us and govern Customer’s use of the Services, including any use of the Services during any free trial periods.  “We”, “our” and “us” refers to Teltech and “Customer” refers to you or the organization listed under “Company” on an Order and that you represent when agreeing to these Terms and any Order.
Table of contents
1. Ordering
You may sign up to receive the Services through (i) the Web Portal; (ii) a separate written order form (each an “Order”); or (iii) the RapidAPI Hub located at https://rapidapi.com/hub (“RapidAPI”).  If you elect to sign up through RapidAPI, you understand and agree that in addition to these Terms, you must comply with the RapidAPI terms and policies, including their privacy and data-gathering practices. You further acknowledge that Teltech shall not be liable for any loss or damages resulting from your use of the Services through RapidAPI. If you elect to sign up on behalf of an organization, you agree that the organization is the Customer and represent that you have the authority to bind Customer to the Agreement. If you elect to enter into an Order to receive the Services, you understand and agree to these Terms and acknowledge that you are obligated to pay for the access and use of the Services regardless of whether the Services are utilized, integrated or otherwise.
2. Registration
In order to access the Services, you must create an account through the Web Portal (or if you purchase a plan through RapidAPI, through the RapidAPI sign up process). Customer is responsible for maintaining the security of any login credentials, security-keys and the correct configuration of access control lists for Customer’s account. Customer is fully responsible for all activities that occur under its accounts and Teltech shall not be liable for any unauthorized account access.
3. Ownership
Subject only to the limited license expressly granted below under this Agreement, as between Customer and Teltech, Teltech owns the exclusive right, title and interest, including all patent, copyright, trademark, trade names, trade secrets (including, without limitation, all related technical know-how) and other intellectual property rights, throughout the world, in and to the Platform and any other technology, data or materials that are provided under this Agreement (e.g., source codes, databases, or reporting documentation or templates) and any portions or copies thereof, and any changes, corrections, bug fixes, enhancements, updates and other modifications thereto, whether made by or on behalf of Teltech, Customer or any third party (“Teltech IP”), and as between Teltech and Customer, all such all rights in the Teltech IP shall vest in and be assigned to Teltech. All rights not expressly granted to Customer under this Agreement are expressly reserved to Teltech.  Customer shall not, and shall not permit any user to, directly or indirectly, use the Platform or any Teltech software, materials or other Services for any unlawful or unauthorized purpose or to compete with any Teltech service. In addition, the license granted hereunder shall be subject to the limitations and restrictions on use set forth in Section 6.
4. License
By Teltech. Subject to compliance with the terms of this Agreement and any applicable Order, Teltech grants Customer a revocable, non-exclusive, non-transferable (subject to Section 22), non-assignable, limited right to access and use the Services via the Platform solely to query and identify spam and number reputation information (e.g., telephone numbers which have been flagged as spam or unwanted numbers).  Teltech grants a revocable, non-exclusive, non-transferable, non-assignable, limited right to Customer to incorporate the Services as part of their offerings to clients of Customer that purchase telecommunications services from Customer (“Customer Clients”) and to share data retrieved from the API with Customer Clients provided that Customer has required Customer Clients to comply with any restrictions on use set forth herein.

By Customer. Unless otherwise agreed between the parties, Customer grants to Teltech, a non-exclusive, non-transferable license to use, reproduce, publicly and digitally display and broadcast Customer’s name, trademarks, trade names, service marks, logos, URLs (“Customer Trademarks”) on Teltech’s website and in Teltech’s promotional and marketing materials for the purpose of identifying Customer as a customer of Teltech.
5. Economic Terms
Fees. Customer agrees to pay Teltech in accordance with the payment schedule set forth (i) within the applicable Order, or (ii) in accordance with RapidAPI’s payment terms.  For all other Customers, Teltech shall invoice Customer on a monthly basis for the total number of Queries (as defined below) submitted by Customer during the billing period (or the required minimum fee plus any overages, if applicable).  Each Teltech invoice is due thirty (30) days from receipt of invoice. A “Query” has occurred when Customer submits a request for information through the Platform, and a result is returned to the Customer, regardless of the relevance of that result to Customer, unless the result is a “null result.” A “null result” occurs when the response from the Service asks Customer to clarify input elements of its original search.  A batch query that is designed to return multiple unrelated responses will be charged as if Customer submitted multiple queries. Teltech reserves the right to increase or modify the fees at any time, in its sole discretion.  Failure to pay any amount(s) owed when due may result in an interest charge of 1.0% per month on any amounts overdue and/or may also result in suspension of the Services and access to the Platform until the Customer's account is current. Customer is responsible for all third party costs incurred by Teltech in connection with the collection of unpaid amounts, including court costs, reasonable attorneys’ fees, and collection agency fees.

Teltech retains Customer query information for billing and customer services purposes and to facilitate the development of future improvements to the Platform and Services. The records kept by Teltech shall presumptively determine usage by Customer and Fees due hereunder.  

No Refunds. Customer acknowledges and agrees that there shall be no refunds or credits issued in any circumstances.  If you purchase a plan through RapidAPI, you may terminate your plan at any time by selecting Unsubscribe from the RapidAPI Plan Page and understand that RapidAPI does not issue refunds.

Taxes. Customer is responsible for any sales, use, value added, excise, property, withholding or similar tax and any related tariffs, and similar charges, except taxes based on Teltech’s net income. If Customer is required to pay any such taxes, Customer shall pay such taxes with no reduction or offset in the amounts payable to Teltech hereunder. If an applicable tax authority requires Teltech to pay any taxes that should have been payable by Customer, Teltech will advise Customer in writing, and Customer will promptly reimburse Teltech for the amounts paid.

Reporting. Teltech may request, in its sole discretion, that Customer provide monthly reports detailing usage of the Services.
6. General Implementation and Use Restrictions
Except as expressly provided herein or in an Order, Customer, and if applicable Customer Clients shall NOT:
Customer shall obtain Customer Client’s agreement to terms substantially similar to the terms within this Section 6 via a click-wrap, browse-wrap or written agreement. Such agreement(s) shall include language that (a) the Teltech Services are provided to Customer Clients on an ‘as is’ bass without warranties of any kind; (b) Customer does not make any representations about the Services; and (c) Customer Clients shall not publish, offer, sell, license, transmit, distribute or reproduce the Services via any means except for its own internal spam defense and protection;

In the event Customer becomes aware of any misuse of the Services by Customer Client, Customer shall promptly notify Teltech and take commercially reasonable actions to remedy such misuse.

Additionally, Customer acknowledges, and will notify Customer Clients that the Services are not provided by a “consumer reporting agency” as that term is defined in the FCRA and the Services do not constitute “consumer reports” as defined in the FCRA. Accordingly, the Services may not be used as a factor in determining eligibility for credit, insurance, employment or another purpose in which a consumer report may be used under the FCRA
7. Modification
Teltech reserves the right to modify, alter, update the features and functionality of the Services and to discontinue offering any of the materials and features that are currently a part of the Services and Platform at any time in its sole discretion, provided that, Teltech shall notify Customer within a reasonable time following any material changes it makes to the Services or Platforms. In the event a modification has a materially adverse impact (as reasonably evidenced by Customer) on Customer’s use of the Services and Platform, Customer shall have the right to terminate the Services without liability to Teltech other than payment of Fees through the date of termination.
8. Availability, Support
Teltech uses commercially reasonable efforts to ensure the Services are provided in accordance with the service level agreement (“SLA”), which can be found at https://www.robokiller.com/enterprise/service-level-agreement (or other location(s) to be provided by Teltech). Support is available Monday through Friday, 8:00 to 5:00 Eastern Time via (i) email at enterprise-support@robokiller.com and (ii) at https://support.robokiller.com/hc/en-us.
9. Term and Termination
The duration of your license and access to the Services shall be as set forth in an applicable Order (the “Term”) or, if you purchased a plan through RapidAPI, within Billing found on the RapidAPI dashboard.  

You understand that Teltech, in its sole discretion, may modify, discontinue or suspend your right to access any of our Services at any time, upon five (5) business days’ notice delivered in accordance with the terms set forth in Section 23.  Notwithstanding the foregoing, your rights under the Agreement may be terminated immediately and automatically without any notice from us if we, in our sole discretion, have reason to believe that you have failed to comply with any of the terms and conditions of this Agreement or with any applicable laws, rules, regulations or any if your use of the Services violates any third party’s rights.  You agree that Teltech shall not be liable to you or any third-party for any such suspension or termination of the Services.

Either party may terminate the Services including these Terms and any related Order if: (i) the other party materially breaches these Terms or an applicable Order (including failure to make timely payments) and fails to cure such breach within fourteen (14) days of receipt of notice from the non-breaching party; or (ii) the other party becomes insolvent, files a petition for bankruptcy, is adjudicated bankrupt or a receiver is appointed. For clarity a breach of Sections 6 by Customer or Customer Clients shall be a material breach.

Upon expiration or termination of this Agreement, you must cease all use of the Services and Platform and unless otherwise agreed to with Teltech, promptly return or destroy all documents and copies of Teltech data and Confidential Information in your possession or control.
10. Survival
Sections 2, 4, 6, 9 through 24  shall survive the expiration or termination of this Agreement.
11. Confidentiality
During the term of this Agreement and for (5) years thereafter, each party receiving Confidential Information (the “Receiving Party”) of the other Party (the “Disclosing Party”) shall: (a) treat such Confidential Information as the confidential property of the Disclosing Party and be responsible for any breach of the terms hereof by itself or any authorized person on its behalf (including, in the case of Customer, any breach by a User); (b) not use the Confidential Information except in connection with its use of the Services as expressly permitted in this Agreement; (c) not disclose or otherwise make available the Confidential Information of the Disclosing Party to any third party (except as authorized herein and other than to such party’s employees and independent contractors who have a need to know such Confidential Information, and have been advised of the confidential nature of such information and the obligations that apply to them in connection therewith); and (d) maintain the confidentiality of the Confidential Information of the Disclosing Party as it would its own most highly confidential information, but in no event shall the Receiving Party use less than reasonable care. Furthermore, each party shall use commercially reasonable efforts to procure from each user written undertakings that: (x) they will not use, disclose or otherwise make available or allow to be used, disclosed or made available, the Confidential Information of the Disclosing Party, by or to any third party (except as authorized herein); and (y) they will maintain the confidentiality of such Confidential Information. “Confidential Information” means, with respect to a given party, formulas, methods, know how, processes, designs, new products, developmental work, marketing requirements, business and marketing plans, customer names, prospective customer names, the terms and pricing under this Agreement, any data relating to any research project, work in process, engineering, manufacturing, marketing, servicing, financing or personnel matter, data relating to a Party’s present or future products, sales, suppliers, clients, customers, employees, investors or business partners (including any confidential information of such suppliers, clients, customers, employees, investors or business partners) and all information clearly identified in writing at the time of disclosure as confidential, and additionally, in the case of Teltech, Teltech technology, code, data and Services, which shall be deemed the Confidential Information of Teltech. Confidential Information does not include information that: (a) was or is in the public domain prior to the date of disclosure; (b) was or is lawfully received by the Receiving Party from a third party who was not subject to an obligation of confidentiality with respect to such information; (c) was or is already known by or in the possession of the Receiving Party; (d) was independently developed without reference to the other Party’s Confidential Information; or (e) is required to be disclosed under applicable law or by a governmental or court order, decree, regulation or rule, provided that, to the extent permitted by applicable law, Receiving Party first notifies Disclosing Party and gives it the opportunity to seek a protective order or to contest such required disclosure. The Receiving Party acknowledges that the Disclosing Party shall incur irreparable damage if the Receiving Party should breach any of the provisions of this Section 11. Accordingly, if a Receiving Party or any of its respective agents or representatives breaches or threatens to breach any of the provisions of this Section 11, the Disclosing Party shall be entitled, without prejudice, to all the rights and remedies available to it, including an equitable relief restraining any potential breach of the provisions of this Section 11 by the Receiving Party, without having to prove damages or post a bond.
12. Representations and Warranties
13. Export Control
For the purposes of this Section 13 the following definitions shall apply:

Export Control Law” means all applicable export control laws, regulations, orders or decisions of any government agency or court, such as national, international, EU, and U.S. export control laws, embargoes, sanctions, or other restrictions, affecting any business or transaction such as export, import, supply, sale or purchase, provision or receiving of services or technical support, investments, or payments between adjust and the Customer or any third party.

Sanctioned Person” means any natural or legal person, entity or body with which the conduct of any business or transaction is restricted or prohibited by Export Control Law.

Customer confirms that (i) the Services and any related technology will not be used directly or indirectly for any purpose or in any way which contravenes Export Control Law; and (ii) it is not a Sanctioned Person and will immediately inform Teltech if it becomes a Sanctioned Person.

If the Customer breaches the above obligations, it shall – without prejudice to other provisions – bear all damages, expenses and other disadvantages incurred by Teltech as a result thereof. This does not apply if the Customer is not responsible for the breach of its obligations.
14. Disclaimer by Teltech
EXCEPT AS OTHERWISE EXPRESSLY AND SPECIFICALLY SET FORTH IN THIS AGREEMENT, TELTECH DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF IT IS ADVISED OF SUCH PURPOSE), NON-INFRINGEMENT, AND THE IMPLIED WARRANTIES ARISING FROM A PARTICULAR COURSE OF DEALING OR USAGE OR TRADE.  ALL SERVICES ARE PROVIDED ON AN “AS IS” BASIS AND CUSTOMER ACKNOWLEDGES AND AGREES THAT TELTECH MAKES NO GUARANTEES ABOUT AND CUSTOMER SHALL NOT RELY ON THE ACCURACY OR COMPLETENESS OF INFORMATION MADE AVAILABLE VIA THE SERVICES OR PLATFORM.
15. Limitation of Liability
TELTECH’S LIABILITY ARISING OUT THIS AGREEMENT IS SOLELY LIMITED TO THE AMOUNT CUSTOMER PAID DURING THE SIX (6) MONTH PERIOD PRIOR TO THE DATE THE CLAIM AROSE.  NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT, THE SERVICES, PLATFORM, OR ANY DATA OR MATERIALS MADE AVAILABLE TO THE OTHER PARTY, IN ANY MANNER, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
16. Indemnification
By Customer. Customer shall indemnify, defend and hold harmless Teltech and any of its officers, affiliates, directors, shareholders, employees and agents (each a “Teltech Indemnitee”) from and against any and all direct loss, costs, damage assessments, injuries, expenses (including, but not limited to, reasonable attorneys’ fees and costs), and liabilities (collectively, “Losses”) incurred by any of them  arising out of or related to third-party claims against a Teltech Indemnitee to the extent based on Customer’s use of the Services, or Platform in breach or violation of this Agreement or based on Customer’s Customer Clients accessing Customer’s services and/or any third party receiving Services from or through Customer, (b) any contractual relationship by and between Customer and Customer Clients with respect to the Services; provided that Teltech (i) gives prompt written notice to Customer of any such suit; (ii) permits Customer to control the defense and settlement of any such suit; and (iii) provides reasonable assistance to Customer in the conduct of such defense.

By Teltech. Teltech shall indemnify, defend and hold harmless Customer and any of its officers, affiliates, directors, shareholders, employees and agents (each, a “Customer Indemnitee”) from and against any and all Losses incurred by any of them arising out of or related to third party claims against Customer that allege the Services and/or Platform infringes any valid United States intellectual property right of a third party, and will pay the amount of any final judgment that may be awarded against Customer Indemnitee in any such suit; provided that Customer (i) gives prompt written notice to Teltech of any such suit; (ii) permits Teltech to control the defense and settlement of any such suit; and (iii) provides reasonable assistance to Teltech in the conduct of such defense.

Neither party shall, without the prior written consent of the other party, settle, compromise or consent to the entry of any judgment that could impose any liability or obligation upon the other party.  The indemnified party shall have the right to participate in any defense of any indemnified claim, with counsel of its choice at its own expense.

The foregoing indemnities states Teltech's entire liability, and Customer's sole and exclusive remedy, with respect to any infringement or misappropriation of any intellectual property rights of any other party.
17. Audit
Once per calendar year during the Term, and for one year following termination, Teltech (or its authorized representative) may, on at least five (5) business days’ prior written notice, enter Customer’s premises during regular business hours to audit its compliance with the terms of this Agreement. Customer agrees to cooperate with Teltech in such regard. Teltech will take reasonable measures to ensure that an audit does not unreasonably disrupt Customer’s business operations. Each party will bear its own costs with respect to any audit conducted hereunder. The conduct of such audit shall be limited to review of Customer documents directly relevant to Customer’s performance of its obligations under this Agreement.
18. Entire Agreement
The Terms and the Order(s) contain the entire understanding between the parties with respect to the subject matter hereof, and supersedes all prior agreements and understanding, express or implied or written, among the parties.  This Agreement cannot be modified or amended without the written consent of both parties.
19. Governing Law
This Agreement will be governed by and interpreted in accordance with the laws of the State of New York without regard to choice of law provisions.  The most prevailing party in any legal action related to this Agreement shall be entitled to its reasonable attorneys’ fees.
20. Independent Contractors
Teltech and Customer are independent contractors under this Agreement, and nothing herein will be construed to create a partnership, joint venture, franchise or agency relationship between them. Neither party has any authority to enter into an agreement of any kind on behalf of the other party.
21. Force Majeure
TELTECH’S LIABILITY ARISING OUT THIS AGREEMENT IS SOLELY LIMITED TO THE AMOUNT CUSTOMER PAID DURING THE SIX (6) MONTH PERIOD PRIOR TO THE DATE THE CLAIM AROSE.  NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT, THE SERVICES, PLATFORM, OR ANY DATA OR MATERIALS MADE AVAILABLE TO THE OTHER PARTY, IN ANY MANNER, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
22. Assignment
Except as expressly provided herein, neither party may assign, delegate, or transfer its rights and obligations under this Agreement to any third party without the express prior written consent of the other party.  Notwithstanding the foregoing, Teltech may assign this Agreement without the other party’s consent (a) in connection with the assignment, sale or transfer of at least a majority of the assigning party’s assets or outstanding voting securities, and (b) to a successor-in-interest pursuant to a merger or other corporate combination or reorganization. Should Teltech make an assignment in accordance with this Section 22, notification shall be made to the other party, in writing, within fifteen (15) days after the assignment has been made. All the terms, provisions, and conditions of this Agreement shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors and assigns. Any assignment not in accordance with this Section 22 shall be null and void.
23. Notices
By using the Service, you agree that we may communicate with you electronically regarding your use of the Service and that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including that the communications be in writing.    Unless otherwise stated herein, notices from Customer to Teltech shall be in writing and shall be sent postage prepaid by certified mail, return receipt requested; by hand delivery; or by overnight delivery service, to the other party at the address set forth above. Notices shall be deemed effective upon receipt.
24. Interpretation
The preamble recitals to this Agreement are incorporated into and made a part of this Agreement; titles of paragraphs are for convenience only and are not to be considered a part of this Agreement.