Terms and Conditions

1.1 Audara makes its services available to you under this agreement and in accordance with the service plan purchased. We will use commercially reasonable efforts to ensure the services are available 24 hours a day, 7 days a week, except during (a) scheduled downtime (for which prior notice will be provided through our website or other means); and (b) force majeure events. In any case, the availability of the Cloud service is subject to the Service Level Agreement (SLA) of the contracted service, starting at 99.6% for the standard service or higher for other modalities. SLA availability is calculated on a monthly time basis.

1.2 Support services are provided as specified in the service plan purchased and detailed in the support service agreement.

1.3 You acknowledge that Audara may modify the features and functionalities of the services during your subscription. Audara will provide commercially reasonable prior notice of any changes to be implemented.

Access to and use of the services are restricted by the number of individual users and/or agents permitted under your subscription. You agree and acknowledge that a user and/or agent login cannot be shared or used by more than one (1) person simultaneously. Logins for a user and/or agent may be reassigned to new individuals replacing those who no longer require access to the service. You and your staff are responsible for maintaining the confidentiality of all login information for the system. Unless expressly stated otherwise in a written license agreement, you agree and acknowledge that you may not use the services, including the API, to (a) bypass the individual login requirement; (b) process data related to end users; or (c) process data related to services provided by third parties. Furthermore, you agree not to use the API or any other software in a way that circumvents the restrictions of your service plan or the service license limitations. If Audara discovers that the use of a service does not comply with this agreement or with the features and limitations of the purchased plan, Audara reserves the right to charge you for such use, and you hereby agree to pay for such usage, in addition to any other remedies available to us.

3.1 Subscription. The subscription to Audara’s services is offered under different plans and payment methods (monthly or annual). Unless you request in writing to cancel your subscription to a service (which includes all associated services in use), it will renew for a subscription period equivalent in duration to the expired subscription period, and the applicable subscription fees for the new period will be billed.

3.2 Monthly or Annual Subscription. Clients may subscribe to Audara services through either an annual or monthly plan, but not both simultaneously. All users and services under a single subscription must adhere to either an annual or a monthly plan. Under the monthly subscription, clients are billed monthly in advance for all users and services contracted. Clients may increase or decrease the number of users and/or services contracted on a monthly basis, adhering to the modification timelines detailed in Section 3.3, “Subscription Modifications.” With the annual subscription, clients are billed annually in advance, benefiting from savings equivalent to two months of the monthly subscription value. The addition of users and/or services will follow the same annual plan structure and will be prorated for the remaining months until the next billing period. Subscription modifications for the subsequent annual period may be made as outlined in Section 3.3, “Subscription Modifications.”

3.3 Subscription Modifications. If you choose to add users and/or features to your subscription, new charges will be calculated based on the remaining subscription period, whether monthly or annual, at a prorated value until the next billing cycle. Downgrading your service plan or reducing the number of agents is not permitted during the current subscription period. Such changes can only be applied to the subsequent subscription period, provided you notify Audara in writing at least thirty (30) days before the end of the current subscription period. Reducing the number of agents or service features may result in content and/or data loss. The client is responsible for removing users when reducing the subscription; otherwise, services may be suspended. Audara will not delete users or accept responsibility for potential data loss resulting from such changes.

3.4 Termination of Service. Either party may terminate the subscription to a service effective at the end of the subscription period by providing written notice, as specified in this agreement, at least thirty (30) days prior to the end of the subscription. If you terminate your subscription to a service or cancel your account before the end of the current subscription period, in addition to any amounts you may owe Audara, you must immediately pay any outstanding subscription fees for the remainder of the subscription term, including applicable commitment fees. No refunds or credits will be issued for subscription charges or other pending fees. Within five (5) days following the termination date of this agreement, and only if requested in writing in advance, we will make your service data available for export or download as specified in the platform’s standard documentation. After the service is canceled, or after the extended five (5) days if requested, we will have no obligation to retain or provide your service data and, unless legally prohibited, we will delete all service data from our servers in accordance with our data deletion policy.

4.1 Payment Schedule. All subscription fees must be paid in full at the start of each period or at the time of purchase, unless explicitly stated otherwise in a written contract between the parties. You are responsible for providing valid and up-to-date payment information and agree to keep your account information, including payment details, current with any changes. If you fail to pay subscription fees or other charges within five (5) business days of their due date, or if you do not update your payment information upon our request, we may suspend or terminate access to the associated services.

4.2 Taxes. Unless otherwise stated, our fees do not include taxes. You are responsible for paying applicable taxes. We will invoice you for such taxes if we believe we have a legal obligation to do so, and you agree to pay the invoiced taxes.

4.3 Payment Gateways and Bank Transfers. If you make payments through a payment gateway, you agree to cover any associated fees so that Audara receives 100% of the contracted service value. If you request payment via bank transfer, and unless you request an exception in writing, it must be completed at least five (5) business days before the subscription expiration date, and you agree to cover the associated transfer costs. If you pay with a credit card or equivalent instrument, you authorize Audara to bill your credit card in advance on a recurring basis, in accordance with the terms of the contracted service plan, until your subscription ends. Additionally, you agree to pay any subscription charges incurred. The account holder will receive an invoice each time a payment is processed. Audara uses a third-party intermediary to manage credit card processing, which cannot store, retain, or use your billing information except to process your credit card information for your plan payment. Under no circumstances will payment method fees be deducted from the subscription value.

5.1 Ownership. The subscriber retains ownership rights to all service data under the terms of this agreement. Audara will never sell, rent, or lease your service data to any third party. We will not share your service data with third parties except as permitted by this agreement and to provide, secure, and support the services or as required by law. Audara will maintain appropriate administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of your service data in compliance with our privacy and information protection policies.

5.2 Hosting and Processing. Unless otherwise agreed in writing with Audara, authorized third-party service providers may host service data in Canada, the United States, the European Economic Area (EEA), or other locations worldwide. In delivering the services, Audara may engage authorized service providers to process service data, including personal data, in the jurisdictions, countries, and/or territories specified. Under no circumstances will service data be used for commercial purposes or purposes other than delivering the contracted service.

From time to time, we may offer beta services free of charge. You may choose to test these beta services at your discretion. Beta services are intended for evaluation purposes and are not subject to the terms of this agreement but may have separate terms if deemed necessary. Beta services are not considered “services” under this agreement; however, all restrictions, rights, and obligations related to the service and its use shall apply equally to your use of beta services. Unless otherwise stated, the beta services trial period may expire on a specified date. We may discontinue beta services at any time at our sole discretion and may never make them generally available. We will not be liable for any damages or harm resulting from or related to beta services.

7.1 Ownership. GECKO SAS, a company incorporated under the laws of the Republic of Colombia, is the owner of the copyright, intellectual property rights, and the registered trademark Audara. GECKO SAS holds a fully paid, royalty-free, worldwide, transferable, irrevocable, and perpetual license to implement, use, modify, and commercially exploit its intellectual property, including the Audara brand. GECKO SAS holds a fully paid, royalty-free, worldwide, transferable, irrevocable, and perpetual license to implement, use, modify, and commercially exploit the intellectual property. Affiliated companies in the United States and the Middle East act solely as distributors and marketers of Audara’s services and do not hold any ownership rights over the software, services, or other intellectual property of Audara. GECKO SAS reserves the right to seek intellectual property protection for any features or enhancements suggested by you that are incorporated into the product and/or service.

7.2 Rights. Each party retains its rights, title, and interests in its intellectual property. The rights granted to you, your users, and your agents to use the services under this agreement do not confer any additional rights in the services or Audara’s intellectual property, except for the limited rights of access and use outlined in this document. All rights, title, and interest in the services remain exclusively with Audara.

7.3 Use of Trademarks. The use of Audara’s trademarks is restricted by commercial law. You may only use these trademarks as permitted under our trademark policy, provided you do not attempt, now or in the future, to claim any rights to Audara’s trademarks or use them in a way that disparages or damages Audara or its services.

Except as expressly stated in these terms, Audara disclaims all warranties, whether express or implied, regarding the services provided by its personnel or the results obtained from their work. This includes, but is not limited to, any implied warranties of merchantability or fitness for a particular purpose. Under no circumstances will Audara and/or affiliated companies be liable for any consequential, incidental, special, or indirect damages, loss of data, income, or business profits, even if advised of the possibility of such damages.

You agree that Audara’s liability, whether in contract, tort (including negligence), or damages, regardless of the form of action, will not exceed the equivalent of one (1) month’s value of the services covered under this agreement.

Audara shall not be held liable for any failure or delay caused by events beyond its control, including but not limited to public internet failures, lack of information, sabotage, transportation or communication delays, equipment failures or replacements, labor disputes, accidents, shortages of labor, fuel, raw materials, or equipment, or technical malfunctions.

If you choose to enable third-party services to interact with or connect to Audara’s services, such as VoIP services or CRM applications, these services will not be governed by Audara’s terms and conditions or service agreements. Audara is not responsible for, does not endorse, and makes no warranties regarding any third-party service, including but not limited to its content, configuration data, or any interactions with Audara. This includes potential security risks introduced by your reliance on such services.

Audara does not guarantee the continuity of any third-party service and will not provide refunds for any disruptions or failures associated with these services. We are not liable for any damage or loss caused, or alleged to be caused, by enabling such services, regardless of your trust in them or their privacy practices. By entering third-party service configuration data into Audara, you expressly authorize Audara to disclose such data to its internal personnel as necessary to facilitate the use of Audara features enabled by those services.

During free trials offered by Audara, we provide access to our services at no cost for a limited period, either until the trial period ends or until Audara, at its sole discretion, determines otherwise. Any data you enter into our system during the trial period will be permanently deleted unless you purchase a subscription for the same service before the trial ends and submit a written request to retain the data.

Both parties expressly declare that they are independent contractors. This agreement does not create a partnership, franchise, joint venture, agency, fiduciary relationship, or employment relationship between the parties.

You affirm that you have not received, nor have you been offered, any form of bribe, incentive, improper payment, or gift from any of our employees in connection with this agreement. Branded promotional gifts provided in the ordinary course of business do not violate this restriction. If you witness any violation of this restriction, please report it promptly to legal@audara.co.

You may not, directly or indirectly, whether by operation of law or otherwise, assign all or part of this agreement or your rights under this agreement, nor may you delegate the performance of your obligations under this agreement without our prior written consent. We may, without your consent, assign this agreement to any member of Audara or one of its affiliates, or in connection with any merger, change of control of Audara, or sale of all our assets, provided that our successor agrees to fulfill its obligations under this agreement. This agreement will be binding on and benefit the parties and their successors and/or beneficiaries.

This agreement constitutes the entire agreement and supersedes any prior agreement between you and Audara regarding the matters described herein. This agreement will take precedence over any terms or conditions set forth in any purchase order or other documentation provided by you or any entity you represent (all such terms or conditions are null and void). Unless specifically stated otherwise in this document, there are no other agreements, representations, warranties, or commitments that can be relied upon by either party regarding the subject matter herein. The headings used in this document are for convenience only and do not affect the interpretation of this agreement.

Under no circumstances and under no legal theory (whether contract, negligence, tort, or otherwise) shall either party to this agreement or their affiliates, officers, directors, employees, partners, service providers, or licensors be liable to the other party for lost profits, lost sales or business, lost data, business interruption, reputational harm, costs of replacement or coverage, or for any type of indirect, incidental, special, exemplary, consequential, or punitive damages or any other type of indirect loss or damage incurred by the other party in connection with this agreement, the services, or technical or consulting services, regardless of whether such party has been advised of the possibility of such damages or could have foreseen such damages. These conditions are expressly stated in Audara’s licensing agreement.

Audara’s liability to you or any third party arising from this agreement, the services, or technical or consulting services shall in no event exceed the subscription fees or consulting fees paid by you during the one (1) month preceding the first event or occurrence giving rise to such liability. You acknowledge that the purpose of this section is to allocate risks between the parties and limit potential liability to subscription and/or consulting fees, which would have been higher if we assumed any additional liability beyond that set forth in this agreement. Your acceptance of these terms is a condition for providing you access to our services as outlined in this agreement, and your use of the services constitutes your explicit acceptance of these terms.

The liability limitation set forth in this agreement shall apply collectively to the subscriber, their affiliates, and end users and shall not be cumulative. The limitations detailed here do not apply to claims or damages arising from Audara’s intellectual property claims as defined in this agreement.

Any claim or damage you may have against Audara shall only be enforceable against Audara and not against any other entity or its officers, directors, or representatives.

17.1 By Audara. We will indemnify, defend, and hold you harmless from any claim brought by a third party against you arising from your use of an Audara service, as permitted by this agreement, alleging that the service infringes or misappropriates a valid third-party patent, copyright, trademark, or trade secret (“Intellectual Property Claim”), provided that:
(a) You notify Audara of the threat or notice of such Intellectual Property Claim;
(b) We have sole and exclusive control and authority to select legal counsel, defend, and settle any such Intellectual Property Claim (however, we will not settle or compromise any claim that results in liability or admission of liability on your part without your prior written consent); and
(c) You fully cooperate with Audara regarding the claim.

We will have no liability or obligation under this section for any Intellectual Property Claim to the extent it arises, in whole or in part, from:
(i) compliance with designs, data, instructions, or specifications provided by you;
(ii) modifications to the service made by anyone other than Audara or Audara personnel; or
(iii) the combination, operation, or use of the Audara service with other hardware or software where the service itself would not otherwise be infringing.

The provisions of this section state Audara’s sole, exclusive, and entire liability to you and constitute your sole remedy regarding any Intellectual Property Claim arising from your or your end users’ access to or use of a service.

15.2 By You. You will indemnify, defend, and hold Audara harmless from any claim:
(a) Arising out of or related to your or your end users’ use of a service in violation of this agreement; or
(b) Alleging that your use of the service or your service data infringes or misappropriates a valid third-party patent, copyright, trademark, or trade secret, provided that:
(i) We notify you of the threat or notice of such a claim;
(ii) You have sole and exclusive control and authority to select legal counsel, defend, and settle any such claim (however, you will not settle or compromise any claim that results in liability or admission of liability on our part without our prior written consent); and
(iii) We fully cooperate with you regarding the claim.

This agreement will be governed by the laws of the State of Florida, United States. Any dispute arising under this agreement shall be resolved in a court under the jurisdiction of the State of Florida. By this agreement, you expressly agree to submit to the exclusive personal jurisdiction of the courts located in Florida for the purpose of resolving any dispute related to this agreement or your, or your end users’, access to or use of the services.

For clients located in Colombia, this agreement will be governed by the laws of the Republic of Colombia, and any dispute arising under this agreement shall be resolved in a court under the jurisdiction of Bogotá, Colombia. By this agreement, you expressly agree to submit to the exclusive personal jurisdiction of the courts in Bogotá for the purpose of resolving any dispute related to this agreement or your, or your end users’, access to or use of the services.

All notifications that Audara sends to you in connection with this agreement may be delivered in writing via certified mail to the postal address you provide in any of our contact or order forms or to the email address associated with the account owner of your services. If you need to notify Audara in writing via certified mail, please address it to: Av 7 # 155c 30, Of 1601, Bogotá, Colombia, Attention: Legal Department. If you have acquired Audara services through an affiliated company in the United States or the Middle East, please contact the corresponding reseller directly for any notifications or inquiries. All notices from Audara to you will be considered delivered immediately after being sent by email or two (2) business days after being sent by certified mail, whichever occurs first.

The following terms used in this agreement shall have the following meanings:

• “Audara” refers to the legal entity owning the commercial rights to the service, intellectual property, trademarks, and other applicable rights. As of the publication date of this agreement, these rights belong to the company Gecko SAS.

• “Agreement” refers to the general subscription agreement along with all supplementary terms, order forms, and other commercial documents, as well as the privacy and information management policy available on the Audara website.

• “Account” refers to the account or instance created for the subscriber or their users in connection with Audara services.

• “Consulting Services” refers to all services provided by Audara to the subscriber, including but not limited to training, success, or implementation services. These consulting services are governed by this agreement unless expressly stated otherwise in writing between the parties.