CallGrade.ai – Terms of Service

Last Updated: Nov, 13/2025
Legal Entity: Call Grade AI, Inc.
Contact: [email protected]
Governing Law: State of Wyoming

Terms and Conditions for SaaS Subscription (in Agreement or in online Terms that are Manually Accepted – at least twice (for California)):

The capitalized terms used within this Subscription Agreement shall have the same meaning as ascribed below:

1.1 “Affiliates” shall mean any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a Party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.

1.2  “Customer” shall mean any person, corporate entity, association or organization who enters into a Subscription Agreement (defined below) inclusive of a license for use of CallGrade’s Services (defined below).

1.3 “Customer Data” means all digital, tangible, intangible, written and oral data (documents, recordings, emails, text messages, sale and marketing data, sales and marketing communications and resources of all kinds and types) provided or communicated by Customer to CallGrade, including but not limited to the identities and contact information of all sales and marketing representatives of Customer, in association with the provision of CallGrade Services to Customer.   Customer Data shall also include all results, reports, analysis, recommendations, analysis and proceeds generated by CallGrade as a result of providing the Services for Customer.  

1.4 “Derivative Work” shall mean a work which (i) consists of a pre-existing work, after it has been revised, enhanced, or modified together with the revision, enhancement or modification, or (ii) is based upon a pre-existing work, after it has been modified to constitute a translation, abridgment, condensation, or any other form in which such a pre-existing work may be recast, transformed, or adapted.

1.5 “Documentation” shall mean materials concerning the collateral Callgrade distributes generally to its Customers, Partners and their respective end users, including without limitation, manuals, descriptions, user and/or installation instructions, diagrams, printouts, listings, flowcharts and training materials, together with any modifications and updates of such materials approved by CallGrade. “Documentation” does not include software code or any aspect of CallGrade’s Technology or Intellectual Property Rights .

1.6 “End User” shall mean a person or entity permitted to access for use CallGrade Services pursuant to a license granted in a Subscription Agreement between CallGrade and a Customer. 

1.7 “Enhancements” shall mean changes or additions to Technology, other than Updates, developed by CallGrade that improve performance or add new functions or features to the Technology which CallGrade may generally offer to Customers and their End Users for an additional charge.

1.8 “CallGrade Derivative Works” shall mean all Derivative Works developed by CallGrade, that are based upon, derived from or rely in any way upon CallGrade’s Services (including Customer or End User feedback regarding same), Technology or Intellectual Property, all of which shall be owned solely and exclusively by CallGrade. 

1.9 “Services” shall mean all of CallGrade’s current and future product lines, services and solutions made commercially available by CallGrade for Customers which include but are not limited to all aspects of CallGrade’s Artificial Intelligence (“AI”) enabled and empowered learning and coaching software that listens, records, analyzes, scores and issues reports for the benefit of Customer sales and marketing representatives regarding their sales interactions (calls, texts, emails, chats and any other means of human to human interaction and communications) with their sales prospects and customers.   

1.10 “Intellectual Property Rights” shall mean, collectively, rights under patent, trademark, copyright and trade secret laws, and any other intellectual property or proprietary rights recognized in any country or jurisdiction worldwide, whether registered or unregistered, including, without limitation, moral rights and similar rights.

1.11 “Licensed Services” shall mean all aspects of the Services, including all Technology and Intellectual Property Rights bundled, embedded, integrated or incorporated with or into CallGrade Services including all CallGrade Derivative Works.

1.12 “Technology” shall mean CallGrade’s Artificial Intelligence (“AI”) enabled and empowered learning and coaching software that listens, records, analyzes, scores and issues reports for the benefit of Customer sales and marketing representatives regarding their sales interactions (calls, texts, emails, chats and any other means of human to human interaction and communications) and all Updates and future releases thereof. 

1.13 “Training” shall mean a technical knowledge transfer of the information needed for the proper, implementation and use of CallGrade Technology and Services  pursuant to a Subscription Agreement. 

1.14 “Updates” shall mean bug fixes, error corrections, or other incidental fixes to CallGrade Technology.

Prohibited Actions by Customers.  No Customer, shall under any circumstances: a) Make any copy of the Technology in whole or in part; b) Decompile, disassemble, or reverse engineer the Technology in whole or in part; c) Defeat, disable or circumvent any protection mechanism related to the Technology; d) Allow any service provider or other third party, to use or execute any software commands that facilitate the maintenance or repair of the Technology or Licensed Services; e) Permit or encourage any third party to do any of the foregoing; f) Export the Technology or Licensed Services in violation of any applicable export regulations or other applicable laws or regulations relating to AI; or g) Distribute the Technology or Licensed Services. 

Grant of License to Use and Store Customer Data.  Licensing CallGrade Services for use requires access, storage and possession of all Customer Data (defined above) so that it may be recorded and analyzed by CallGrade AI Technology to issue scores and reports regarding Customer sales interactions (calls, texts, emails, chats and any other means of human-to-human interaction and communications).  Customer Data must be used to provide the Services, and, as is the nature of AI generally, will be used to by CallGrade to improve CallGrade AI Technology, Services and used to create CallGrade Derivative Works. Customer grants CallGrade the right to use or incorporate Customer Data into the CallGrade Services, Technology and Derivative Works, including any suggestions, enhancement requests, recommendations, results, analysis, scoring or any other results experienced or generated by CallGrade while Services are being provided to Customer (the “Data License”).  The Data License granted by Customer to CallGrade shall be a free, fully paid-up and royalty-free license with unlimited rights for use for the full duration of Customers Subscription Agreement.  

Customer agrees that all Updates and all Derivative Works of the CallGrade Services or Technology, whether or not based upon Customer Data, shall be the sole and exclusive intellectual property of CallGrade, without exception.  Customer grants to CallGrade the right to use, record, monitor, store, replicate or relocate Customer Data as necessary to provide the Services.  Further, to the extent necessary to vest title to CallGrade Derivative Works of the CallGrade Services and Technology, Customer hereby assigns to CallGrade all rights, title, and interest to all CallGrade Derivative Works, Services and Technology post execution of this Subscription Agreement which may or do rely in any way upon Customer Data.  

No Right To Access or Possess CallGrade Source Code or AI Model.   Under no circumstances shall Customer have any right to copy or possess for any reason (archival or otherwise) CallGrade software source code, CallGrade proprietary sales training, content or data and other Intellectual Property Rights used to “train” or improve CallGrade’s AI powered software, AI Model, AI Large Language Model or any related Algorithms(s) used, developed or licensed by CallGrade, including any unbundled elements or aspects of the AI attributes, language or learning models and all related documentation.