CONTACTTER.AI TERMS OF SERVICE
Contactter.ai is a proactive AI assistant service (“Services”) that targets low yield leads and under-engaged prospects from your CRM, website or lead providers, in order to provide your sales teams and BDCs with high-value opportunities and re-engaged leads expressing genuine interest in your products and services. Any use of Contactter.ai is subject to these Terms of Service. These Terms of Service are a binding contract between Contactter and anyone that uses or accesses Contactter.ai or any of its components or results (“Agreement“).
YOU AGREE TO BE BOUND BY ALL TERMS, CONDITIONS AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT USE THE SERVICES. FOR CLARITY, ALL USERS OF CONTACTTER.AI EXPRESSLY AGREES THAT THIS AGREEMENT IS LEGALLY BINDING UPON IT.
YOU MAY NOT ORDER OR OBTAIN PRODUCTS OR SERVICES FROM THIS WEBSITE OR CONTACTTER IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH SILENT PARTNER LLC AND ITS AFFILIATED COMPANY, CONTACTTER, OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE’S CONTENTS, OR SERVICES BY APPLICABLE LAW.
This Agreement is entered into by and between Silent Parter LLC, a Washington limited liability company doing business as Contactter or Contactter AI (“Contactter” or “we“ and sometimes “Silent Partners”), and the organization placing an order for the Services (“Customer”, “you“, and “your”) or anyone accessing the Services. This Agreement consists of the terms and conditions set forth below, any appendices identified below and any Contactter ordering documents, online registration, order descriptions or order confirmations referencing this Agreement (each an “Order“). If you are accessing or using the Services on behalf of your organization, you represent that you are authorized to accept this Agreement on behalf of your organization, and all references to “you“, “your”, or “Customer” include your organization and any user of the Services.
The “Effective Date” of this Agreement is the earlier of (a) the date of Customer’s initial access to the Services (as defined below) through any online provisioning, registration, or order process or (b) the date of the first use of the Services. This Agreement will govern Customer’s initial purchase on the Effective Date as well as any future use and/or purchases made by Customer of any of our Services.
1. DEFINITIONS
“Affiliate” means a legal entity that directly or indirectly controls, is controlled by, or is under joint control with another legal entity (and for this purpose, a legal entity is deemed to control another legal entity if it owns, directly or indirectly, at least 50 percent of the capital of the other company);
“AI” or “AI ML” means software programed to receive inputs and learn from such inputs and exhibit related and flexible behaviors and actions that help the entity achieve a particular goal or objective over a period of time. The AI or AI ML used under this Agreement is exclusively CONTACTTER proprietary Intellectual Property, including patent pending, copyrighted material and trade secret material incorporated therein.
“Authorized User” means an individual who is authorized by Customer to access and use the Services through Customer’s account;
“Pilot or Beta Services” means Contactter services or functionality that may be made available to Customer to try at its option, and which is clearly designated as beta, pilot, limited release, or by a similar description and subject special terms during its use;
“Customer Data” means all electronic data submitted to the Services by Customer (or by a third party on behalf of or for the benefit of Customer) regarding Customer’s customers, prospective customers, leads, prospects, and visitors to Customer’s website(s);
“Documentation” means the technical documentation which may be made available by Contactter to Customer and describes the operation and functionality of the Services and applicable security controls;
“Hot Contact” means a customer from your lead list that responds to the Contactter ai assistant.
“Order” the upload of a lead list into the Contactter Services.
“Personally Identifiable Information” or “Personal Data” means information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, to a particular consumer, individual, or household, including, but not limited to, all categories of Personally Identifiable Information defined under applicable law the California Consumer Privacy Act (“CCPA”), Cal. Civ. Code §1798.100 et seq. and its accompanying regulations, all “nonpublic Personally Identifiable Information” (as defined in the Gramm-Leach-Bliley Act), and all “customer information” (as defined in 16 CFR § 314.2(b)).;
“Sensitive Personal Data” means Personal Data subject to specialized security regimes, including without limitation data subject to the Payment Card Industry Data Security Standards, financial account numbers, social security numbers, and the Personal Data of children under 13;
“Services” means any and all products and services offered or provided by Contactter and used by Customer, including but not necessarily limited to, Contactter’s proprietary, conversational AI virtual assistant service(s), access to related Contactter platform dashboard(s) and APIs, as well as the technical support described in this Agreement and any order portal. All Services are solely owned, exclusively licensed, and proprietary to Silent Partners LLC and its affiliated company, Contactter.
2. USE OF SERVICES AND FEES
2.1 Hot Contacts Fees; 30-Day Billing Cycle Fee Limit. It is free to set up a Contactter online profile and upload your lead lists at any time. Contactter will only charge you ten ($10) dollars for each Hot Contact Contactter provides to you during a 30-day billing cycle beginning when you upload a lead list (the “Hot Contact Fee”). Hot Contacts Fees will never exceed one thousand ($1,000) even if Contactter returns more than 100 Hot Contacts during that 30-day billing cycle. Customer agrees that its Orders are not contingent on any future functionality or features.
2.2 Authorized Users. Only Authorized Users may access or use the Services. Each Authorized User must keep its login credentials confidential and not share them with anyone else. Customer is responsible for its Authorized Users compliance with this Agreement and actions taken through Customer accounts (excluding misuse of accounts directly caused by a Contactter breach of this Agreement). Customer will promptly notify Contactter if it becomes aware of any compromise of its Authorized User login credentials.
3.3 Data Sources and Destinations. Customer may use the Subscription Services to send Customer Data from its website(s), third party apps (such as a CRM app) or other data source to the Contactter platform so that the data may be used to initiate conversations with Customer prospects and leads. Customer may determine the destinations it assigns Hot Contact information. Customer acknowledges and agrees the Hot Contact information will be shared, received, and used in a secure manner.
2.3 Customer Responsibilities. Customer shall (a) use the Services only in accordance with this Agreement, (b) be responsible for the accuracy, quality and legality of Customer Data submitted to Contactter (including obtaining all necessary consents for transfer and use of the Customer Data with the Services), the means by which Customer acquired Customer Data, and Customer’s use of Customer Data with the Services, and (c) collect and provide Customer Data to Contactter and/or the Services only through permitted, secure delivery methods as specified by Contactter upon Ordering the Service. Use of the Services in breach of the foregoing by Customer or Authorized Users that in Contactter’s judgment threatens the security, integrity, or availability of Contactter’s services, may result in Contactter’s immediate suspension of the Services. However, Contactter will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation or threat prior to any such suspension.
2.4 Usage Restrictions. Customer will not (a) copy, modify, or attempt to interfere with the operation or functionality of the Services, (b) reverse engineer, decompile or attempt to derive the source code for the Services, (c) sell, resell, sublicense, distribute, rent, lease or share the Services with or for the benefit of any third party (unless expressly authorized in the applicable Orders), (d) attempt to probe, scan, penetrate, breach or test the vulnerability of the Services or disable or circumvent the Services’ security or authentication measures, (e) access the Services for the purpose of building a competitive product or service, (f) use the Service to send unsolicited messages or store or transmit infringing, libelous, or otherwise unlawful, or tortious content or data, (g) store or transmit data on or through a Service in violation of law or third-party rights, (h) remove or obscure any proprietary notices in the Services, or (i) publish (internally or externally) benchmarks or performance information about the Services.
3. FEES AND PAYMENT
3.1 Payment. Customer will pay all fees incurred using the Services. All amounts payable are denominated and payable in United States Dollars. Unless otherwise specified by Contactter in a written addendum to these Terms. Fees will be billed/charged commencing on the day Customer begins using the Services and throughout the 30-day billing cycle, not to exceed $1,000 for each cycle. Upon signing up for the Services, Customer will provide Contactter or its designated credit card processor with valid and updated credit card information. Customer authorizes Contactter to charge such credit card on a recurring basis upon receipt of each Hot Contact received during each 30-day billing cycle, not to exceed $1,000 for each cycle. Customer is responsible for providing complete and accurate billing and contact information to Contactter and notifying Contactter of any changes to such information. All payment obligations are non-cancelable, and Fees paid are non-refundable (except as explicitly stated otherwise herein), and quantities purchased during a billing cycle cannot be decreased. However, Contactter will cooperate in reviewing any disputed charge or Hot Contact in order to work to resolve any issues in an informal manner. If Customer has a good faith dispute regarding Fees or Hot Contacts, Customer will give Contactter notice of the basis for such dispute within 30 days after discovery of the disputed Fee or Hot Contact.
3.2 Taxes. Fees do not include any taxes, levies, duties, or similar governmental assessments, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (“Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If Contactter has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, Contactter will invoice Customer and Customer will pay that amount unless Customer provides Contactter with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Contactter is solely responsible for taxes assessable against it based on its income, property, and employees.
4. TERM; CANCEL SERVICES AT ANY TIME
4.1 These Terms and Agreement to use the Services begins at the time Customer creates an account or uses the Services whichever is earlier (the “Effective Date”). Customer or Contactter may cancel the Services at any time providing notice in the form of an email or U.S. mail. The cancelling Party will have no further obligation to the non-cancelling Party, except that Customer will be responsible to pay any Fees incurred prior to cancellation.
4.2 Contactter reserves the right to deactivate any account that remains inactive for 6 months or longer. To reactivate an account Customer will have to create a new Order for the Services and may be subject to additional Terms and Conditions and any changes in Fees.
4.3 Unless the parties agree in writing otherwise, within 30 days of cancellation or deactivation of this Agreement or all Orders, Contactter will terminate access to Customer Data and begin logical deletion of Customer Data followed by overwriting or cryptographic erasure, except that this requirement shall not apply to the extent Contactter is required by applicable law to retain Customer Data. This deletion, including the deletion of Customer Data on backup systems, will be completed as soon as practicable in accordance with the deletion schedules of Contactter’s underlying cloud services provider and the Customer Data will remain encrypted until it is unrecoverable. If and when media that hosted Customer Data is no longer useful, it will be destroyed in compliance with NIST SP 800-88 Revision 1 Guidelines for Media Sanitation.
4.4 All provisions of this Agreement that must survive the cancellation or deactivation of this Agreement to fulfill their essential purpose, including but not necessarily limited to payment, indemnification, confidentiality, proprietary right, and data protection provisions, will survive.
5. PROPRIETARY RIGHTS AND LICENSES
5.1 As between the Parties, you exclusively own and reserve all right, title, and interest in and to, your Confidential Information, subject to Contactter’s rights to process Customer Data in accordance with this Agreement. You grant Contactter the right to process Customer Data as necessary to provide the Services in a manner consistent with this Agreement.
5.2 Contactter. As between the parties, Contactter owns and reserves all right, title, and interest in and to the Services, any documentation, our Confidential Information. Contactter may collect and use data regarding the use and performance of the Services in aggregated form, without use of any Personal Data, to analyze and improve the Services and optimize company operations. Any comments or suggestions you provide to us about the Services (“Feedback”) will be non-confidential and provided “as is” and we own all rights to use and incorporate Feedback into the Services, without payment or attribution to you.
6. CONFIDENTIALITY
“Confidential Information (or CI)” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer’s CI includes Customer Data. Contactter’s CI includes its pricing. The CI of each party includes technology and technical information, product plans, and designs, scripts, email or other communication formats, vendors, suppliers, and business processes disclosed by such party. This Agreement and the terms of the Parties’ relationship is considered Contactter’s CI. However, CI does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. The Receiving Party will use the same degree of care it uses to protect its own CI of like kind to limit access to the Disclosing Party’s CI to those of its and its Affiliates’ employees and contractors and subcontractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party that are not materially less protective than those herein or otherwise have a legal obligation to keep such information confidential. Neither party will disclose the terms of this Agreement or any Order to any third party other than its Affiliates, legal counsel, and accountants without the other party’s prior written consent, provided that such Disclosing Party remains responsible for its Affiliates, legal counsel, and accountants’ compliance with this section. The Receiving Party may disclose CI of the Disclosing Party to the extent compelled by law, provided the Receiving Party gives the Disclosing Party prior notice (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. Notwithstanding anything to the contrary herein, during the Subscription Term, Contactter may use Customer’s name and logo on the Contactter website and in marketing materials to identify Customer as a Contactter customer, provided Contactter follows Customer’s usage guidelines.
7. WARRANTIES AND DISCLAIMERS
7.1 Both Parties. Each party warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.
7.2 Customer. Customer warrants that it has the necessary legal rights, express consents, and authority from each of the individuals whose email addresses, telephone numbers and/or other Personal Data is submitted to the Services by or on behalf of the Customer sufficient to disclose such Personal Data to Contactter, to provide access to Contactter so that the Services may contact and interact with such individuals, and to use such Personal Data in accordance with this Agreement. Customer further warrants that it has not been subject to or settled a third-party suit or government claim relating to sending electronic communications in violation of law.
7.3 EXCEPT AS EXPRESSLY STATED HEREIN, THE SERVICES ARE PROVIDED “AS IS” AND NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. SERVICES PROVIDED FREE OF CHARGE AND BETA SERVICES ARE PROVIDED “AS IS” AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY WHATSOEVER.
8. MUTUAL INDEMNIFICATION
8.1. Subject to Section 9, Contactter shall indemnify, defend, and hold harmless Customer from and against any and all damages, losses, costs (including reasonable attorneys’ fees), or other expenses arising from third party claims, actions, suits or proceedings against Customer alleging that any purchased Service when used by Customer and its Authorized Users as permitted in this Agreement infringes or misappropriates an intellectual property right (a “Claim Against Customer Entity”). If the Services become, or in Contactter’s opinion are likely to become the subject of an infringement claim, Contactter may at its option and expense (i) modify the Services so that they are no longer claimed to infringe or misappropriate an intellectual property right, without breaching any Contactter warranty stated in this Agreement, (ii) obtain a license for Customer’s continued use of that Service in accordance with this Agreement, or (iii) terminate Customer’s Order(s) for that Service upon 30 days’ written notice and refund Customer any prepaid fees covering the remainder of the term of the terminated Order(s). The above defense and indemnification obligations do not apply if (a) the allegation does not state with specificity that the Services are the basis of the Claim Against any Customer Entity; (b) a Claim Against Customer Entity arises from the use or combination of the Services or any part thereof with software, hardware, data, or processes not provided by Contactter, if the Services or use thereof would not infringe without such combination; or (c) a Claim Against Customer Entity arises from Customer’s breach of this Agreement or applicable Orders.
8.2. Subject to Section 9, Customer shall indemnify, defend, and hold harmless Contactter and its Affiliates and each of their respective employees, officers, directors, contractors, shareholders, agents, and assigns (each a “Contactter Entity”) from and against any and all damages, losses, costs (including reasonable attorneys’ fees), or other expenses arising from third party claims, actions, suits or proceedings against any Contactter Entity (i) alleging Customer’s use of the Services in an unlawful manner or in violation of the Agreement, the Documentation, or an Order, or (ii) in connection with Customer Data when used by Contactter as permitted hereunder.
8.3 Indemnification Procedure. The party seeking indemnity (“Indemnified Party”) will give the party from whom indemnity is sought (“Indemnifying Party”) timely written notice of the claim for which indemnity is sought and control of the disposition thereof; provided, that failure to give timely notice will not relieve the Indemnifying Party of its obligations except to the extent that such untimely notice materially impairs the Indemnifying Party’s ability to defend such claim. The Indemnified Party will cooperate with the Indemnifying Party’s reasonable requests (at the Indemnifying Party’s expense) in connection with the defense and settlement of such claim. Neither party will settle any claim for which indemnity is sought unless: (i) such settlement includes an unconditional release of the other party from all liability on the claim, or (ii) the other party gives its prior written consent, not to be unreasonably withheld or delayed.
8.4 Excusive Remedy. This “Mutual Indemnification” section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any third-party claim described in this section. Notwithstanding the foregoing, each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations regarding Confidentiality, Intellectual Property, Data Use, Privacy and Licenses would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
9. LIMITATION OF LIABILITY
EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS, A PARTY’S VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, AND CUSTOMER’S PAYMENT OBLIGATIONS, EACH PARTY’S AGGREGATE LIABILITY WILL BE LIMITED TO THE TOTAL AMOUNTS PAID OR PAYABLE BY CUSTOMER TO CONTACTTER IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO EITHER PARTIES’ LIABILITY ARISING FROM ITS NEGLIGENCE OR WILLFUL MISCONDUCT THAT RESULTS IN BODILY INJURY, DEATH, OR DAMAGE TO TANGIBLE PROPERTY OR TO THE EXTENT PROHIBITED BY LAW.
10. MODIFICATION
Contactter may modify this Agreement from time to time with notice to Customer. Modifications take effect at Customer’s next Subscription Term or Order unless Contactter indicates an earlier effective date. If Contactter requires modifications with an earlier effective date and Customer objects, then at Contactter’s option, either (a) modifications become effective on Customer’s next Subscription Term or Order or (b) Customer may terminate this Agreement with notice to Contactter, in which case Contactter will provide Customer a refund of any pre-paid Services fees for the terminated portion of the current Subscription Term (as its exclusive remedy). To exercise this right, Customer must notify Contactter of its objections within 30 days after Contactter’s notice of the modified Agreement. Once the modified Agreement takes effect Customer’s continued use of the Services constitutes its acceptance of the modifications. Contactter may require Customer to click to accept the modified Agreement.
11. MISCELLANEOUS PROVISIONS
11.1 This Agreement may be modified or amended only in writing signed by the parties. The failure of either party to enforce any provision of this Agreement will not constitute a waiver of such party’s rights to subsequently enforce the provision, and a waiver of breach shall not be a waiver of any other or subsequent breach. A party’s remedies specified in this Agreement are in addition to any other remedies that may be available at law or in equity.
11.2 All notices under this Agreement must be delivered in writing, in person, by overnight courier, or by certified or registered mail (postage prepaid and return receipt requested) to the other party at its address stated at the beginning of this Agreement and to the person signing this Agreement on behalf of such party (with a copy addressed to its legal department), except Contactter may provide electronic notices of breach by non-payment by email to Customer’s business contact and billing contact email addresses provided on the relevant Order(s). Notices will be deemed effective upon receipt. Either Party may change the recipient or its address for notices by providing notice to the other Party as specified herein.
11.3 The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes. There are no third-party beneficiaries under this Agreement. Neither party may assign this Agreement without the other party’s prior written consent, except that either party without such consent may assign this Agreement to an Affiliate or any other entity in connection with a reorganization, merger, consolidation, acquisition, or other restructuring involving all or substantially all such party’s voting securities or assets. Non-permitted assignments are void.
11.3 In its use of the Services, Customer agrees to comply with all export and import laws and regulations of the United States and other applicable jurisdictions. Without limiting the foregoing, (i) Customer represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country, (ii) Customer shall not (and shall not permit any of its Authorized Users to) access or use the Subscription Services in violation of any U.S. export embargo, prohibition or restriction, and (iii) Customer shall not submit to the Subscription Services any information that is controlled under the U.S. International Traffic in Arms Regulations.
11.4 This Agreement is deemed to have been made in and will be governed by and construed in accordance with the laws of the State of Washington without reference to its conflicts of law principles or to the United Nations Convention on the International Sale of Goods. All disputes arising out of or relating to this Agreement will be submitted to the exclusive jurisdiction of a court of competent jurisdiction located in Whatcom County, Washington and each party irrevocably consents to such personal jurisdiction and waives all objections to this venue. If any legal action or other proceeding any is brought for any breach of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and other costs incurred in bringing such action or proceeding, in addition to any other relief to which such party may be entitled.
11.5 Entire Agreement, Severability, and Order of Precedence. This Agreement together with any attached addendums and documents incorporated by reference herein represents the entire agreement between the parties with respect to the matters set forth herein and supersedes any prior or contemporaneous agreements relating thereto. Titles and headings of sections of this Agreement are for convenience only and will not be used to limit the scope or intent of any Agreement provision. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect. . In the event of any conflict or inconsistency among the following documents, the order of precedence shall be the: (1) applicable Order which incorporates this Agreement by reference, (2) Agreement, and (3) Documentation. Any different or additional terms of any related quote, purchase order, vendor registration or similar order document provided by Customer are hereby rejected and shall have no force or effect
11.6 During the Term of this Agreement and for a period of one (1) year immediately after the termination of this Agreement by either Party for any reason, Customer will not solicit, directly or indirectly, any Contactter employee, vendor, or contractor.
11.7 During the Term of this Agreement and for a period of one (1) year immediately after the cancellation of this Agreement, Customer will not make any oral or written statements to any third parties about Contactter, or any of its employees, directors, officers, vendors, agents, contractors, or customers that are intended or reasonably likely to disparage, cast in a false or negative light, or negatively interfere with the business or goodwill of Contactter hereunder. Breach of this Section 11.7 is grounds for immediate termination of this Agreement.
