This Agreement and the terms contained herein is subject to change by Voctiv at any time, in its sole and absolute discretion, and without notice. Therefore, you are instructed to review the terms of this Agreement prior to using the Services. If you do not agree to the terms and conditions contained within this Agreement, you must discontinue your use of the Services immediately. Your continued use of the Services after a replacement, modification, or amendment of the terms of this Agreement will constitute your manifestation of assent to, and agreement with, any replacement, modification, or amendment herein.
When you use the Services, you agree to use it only for its customary and intended purposes and as permitted by the terms of this Agreement and any applicable law, regulation, statute, or ordinance. Additionally, you agree that you are responsible for any breach of your obligations under the terms of this Agreement and for any losses suffered by Voctiv for such a breach, including, but not limited to, monetary damages, costs, and attorneys’ fees. You are expressly prohibited from using the Services to violate any law, statute, ordinance, regulation, or treaty, whether local, state, provincial, national or international, or to violate the rights of a third party, including, but not limited to, intellectual property rights, privacy rights, rights of publicity, or other personal or proprietary rights. Additionally, you are expressly prohibited from:
Voctiv reserves the right to modify, amend, or terminate the Services or its associated content at any time and without prior notice. Voctiv also reserves the right to refuse Services or access to the Services to any person or business entity at any time and without notice.
In using the Services, you understand and agree that Voctiv is not responsible for any charges, fees, policies, or terms of the telephony carrier and you warrant and agree that you will comply with all policies and terms applicable to the telephony carrier’s services. You warrant and agree that any use of telephony, collection, access, use, and disclosure of caller and voice information to Voctiv will comply with all applicable foreign, federal, state, and local laws, rules, and regulations, including without limitation: (i) the Telephone Consumer Protection Act; (ii) the Federal Communications Commission’s Customer Proprietary Network Information rules and regulations; (iii) all rules and regulations of the Federal Trade Commission; and (iv) all other laws governing marketing by telephone, direct mail, email, wireless text messaging, fax, and any other mode of communication. You understand and agree that you bear all risk and waive all claims against Voctiv arising out of or related to your use of any telephony service and your failure to comply with any laws, statutes, regulations, ordinances, or guidelines concerning the use of any telephony service.
You acknowledge and agree that the Services are the property of or are licensed by Voctiv and are protected under law, including, but not limited to, intellectual property laws and other personal and proprietary rights. You acknowledge and agree that your use of the Services is limited by the license granted under the terms of this Agreement, and you expressly agree that you will not use the Services in any manner not expressly authorized under the terms of this Agreement. Voctiv reserves all rights not expressly granted through this Agreement.
Voctiv provides you with a limited, non-exclusive, non-sublicensable, non-assignable, revocable, and royalty free license to use the Services for its customary and intended purposes. You are expressly prohibited from reproducing, preparing derivative works of, distributing copies of, publicly performing, and publicly displaying the Services.
The Services are open to both users and developers. Users are licensed users of the Services who utilize the fully autonomous and artificial intelligence-driven call and contact center portion of the Services subject to the terms of this Agreement (“User(s)”). Developers are users who may create and upload conversation flow templates (“Templates”) to the Services for use by Users of the Services and receive a percentage of payment received by Voctiv for the sale of their Templates to Users (“Developer(s)”).
Whether you are User or a Developer, Voctiv may provide you with the ability to register a user account (“User Account”), which may be required to access and use the Services. Your User Account is protected by a username and password. You recognize that you are solely responsible for maintaining the security and confidentiality of your username and password and that you are responsible for any unauthorized access to your User Account. In the event your User Account is accessed without your authorization, you agree to notify Voctiv immediately. Voctiv reserves the right to restrict access to, suspend, disable, or delete your User Account at any time, in its sole discretion, and without prior warning.
All payments for the Services are non-refundable. User hereby authorizes Voctiv’s payment processing agent to charge its credit card (or other approved payment facility) consistent with terms and pricing agreed upon between User and Voctiv for the provision of the Services. User agrees to pay all fees and charges on time, including all recurring payments, and Voctiv may terminate or disable User’s access to the Services if User fails to pay any amount owing to Voctiv when due. If User selects a recurring service, User hereby affirmatively consents to Voctiv charging its payment method on a recurring basis, without requiring prior approval from User for each recurring charge until such time as User cancels the Services. User agrees that User will pay all costs of collection, including legal fees, incurred by Voctiv in collecting any amount that User owes to Voctiv.
You agree to pay all applicable taxes or charges imposed by any governmental entity anywhere in the world in connection with your use of the Services. All costs and fees are quoted and payable in United States Dollars, and you acknowledge and agree that Voctiv is not responsible for any foreign transaction fees or other fees charged to you by your financial institution. You agree that you will not initiate any chargebacks to Voctiv unless otherwise authorized by Voctiv in writing. You understand and agree that you will be responsible and required to pay for any costs associated with any chargebacks that you have initiated against Voctiv.
Any incorrect billings must be reported within thirty (30) days of payment. If not reported within thirty (30) days of payment, Voctiv will consider all claims incorrect pricing or other error waived.
For Developers who have submitted Templates to the Services, Voctiv will remit to Developer a percentage of the gross revenue received by Voctiv for the sale of the Developer’s Templates to Users of the Services, the percentage of which will be displayed on the website associated with the Services and may be changed by Voctiv at any time and in its sole and absolute discretion (“Developer Payment”). Voctiv will remit the Developer Payment to Developer within ten (10) days of the end of each month and in the manner specified by Developer upon its creation of a User Account with the Services. All Developer Payments will be made without deductions or withholding and Voctiv will report as revenue to the appropriate governmental agencies all compensation received pursuant to this Agreement and will pay to such agencies all taxes required to be paid by law. Further, Voctiv may collect IRS Form W-9 information and other tax related information from Developers, depending on location and relevant laws. Voctiv is not responsible for determining the correct amount of taxes Developer may owe and this is Developer’s sole responsibility.
a. Voctiv will respond to all duly authorized notices of alleged infringement that comply with the Digital Millennium Copyright Act. If you believe that a User of the Services has infringed upon your copyright rights, you may provide Voctiv with a notice of copyright infringement that complies with § 512 of the Digital Millennium Copyright Act. Upon receipt of a notice that complies with the Digital Millennium Copyright, Voctiv will make a good faith attempt to notify the owner or uploader of the allegedly infringing content so that they can respond with a counter-notification under the Digital Millennium Copyright Act.
b. All notices of copyright infringement submitted to Voctiv must contain the following:
i. the physical or electronic signature of a person authorized to act on behalf of the copyright owner;
ii. identification of the copyrighted work(s) alleged to have been infringed;
iii. the location of the copyrighted work(s) in the Services;
iv. your contact information, such as an address, telephone number, fax number, or email address;
v. a statement that you have a good faith belief that the use of the allegedly infringing content is not authorized by the copyright owner, its agent, or the law; and
vi. a statement, under penalty of perjury, that the information contained in the notification is accurate and that you are authorized to act on behalf of the copyright owner.
c. Upon receipt of a duly authorized notice of infringement, Voctiv will undertake reasonable efforts to notify the poster of the allegedly infringing content so that the poster may issue a counter-notification. Counter-notifications must contain the following:
i. The physical or electronic signature of the user;
ii. Identification of the material that has been removed or the location where the material previously appeared;
iii. A statement, under penalty of perjury, that the subscriber has a good faith belief that the material was removed due to mistake or misidentification; and
iv. The subscriber’s name, address, and telephone number and a statement that the subscriber consents to the jurisdiction of the federal district court in which the subscriber is located.
All notices of infringement may be sent to email@example.com.
YOU ACKNOWLEDGE AND AGREE THAT, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED ON AN “AS-IS” BASIS AND WITHOUT WARRANTY OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY, AND NON-INFRINGEMENT. WHEREVER PERMITTED BY LAW, YOU ACKNOWLEDGE THAT VOCTIV WILL NOT BE HELD RESPONSIBLE OR LIABLE FOR ANY CLAIMS, DAMAGES, JUDGMENTS, CHARGES, OR FEES ARISING OUT OF OR RELATED TO YOUR USE OF OR ACCESS TO THE SERVICES OR TRANSACTIONS THAT OCCUR THROUGH THE SERVICES, INCLUDING, BUT NOT LIMITED TO, COMPENSATORY DAMAGES, CONSEQUENTIAL DAMAGES, SPECIAL DAMAGES, INCIDENTAL DAMAGES, PUNITIVE DAMAGES, EXEMPLARY DAMAGES, COSTS AND ATTORNEYS’ FEES, DAMAGES ARISING OUT OF ERRORS OR OMISSIONS, AND DAMAGES ARISING OUT OF THE UNAVAILABILITY OF THE SERVICES OR DOWNTIME. YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT VOCTIV’S LIABILITY IS LIMITED TO THE AMOUNT THAT YOU PAID TO VOCTIV OR $1,000, WHICHEVER IS LESS.
VOCTIV EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR ANY DAMAGE, INJURY, HARM, COST, EXPENSE, OR LIABILITY ARISING OUT OF OR RELATED TO YOUR SALE, USE, OR MISUSE, OR THE SALE, USE, OR MISUSE OF ANY THIRD PARTY, OF THE SERVICES. THE SERVICES ARE PROVIDED WITHOUT EXPRESS, IMPLIED, OR STATUTORY WARRANTIES FROM VOCTIV, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PUPOSE, TITLE, ACCURACY, NON-INFRINGEMENT, OR QUALITY. SOME JURISDICTIONS DO NOT ALLOW AN EXCLUSION OF IMPLIED WARRANTIES. IF YOU ARE LOCATED IN SUCH A JURISDICTION, YOU ARE ADVISED TO SEEK LEGAL ADVICE TO DETERMINE IF THIS EXCLUSION APPLIES TO YOU.
VOCTIV WILL NOT BE LIABLE TO YOU UNDER ANY LEGAL THEORY, WHETHER IN WARRANTY, CONTRACT, STRICT LIABILITY, TORT, PERSONAL INJURY, OR NEGLIGENCE, FOR ANY DAMAGES, CLAIMS, INJURIES, JUDGMENTS, COSTS, OR LIABILITIES OF ANY KIND ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES, OR ANY THIRD PARTY’S USE OR MISUSE OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, DAMAGE TO PROPERTY, DEATH, LOSS OF BUSINESS, LOSS OF INCOME, SPECIAL DAMAGES, INCIDENTAL DAMAGES, CONSEQUENTIAL DAMAGES, PUNATIVE DAMAGES, OR EXEMPLARY DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE. YOU ACKNOWLEDGE THAT YOUR USE AND SALE OF ITEMS PURCHASED THROUGH THE SERVICES IS AT YOUR SOLE RISK AND THAT VOCTIV’S LIABILITY IS LIMITED TO THE AMOUNT THAT YOU PAID TO VOCTIV OR $1,000, WHICHEVER IS LESS.
You and Voctiv agree that any dispute arising out of or related to this Agreement or your use of the Services will be governed by the laws of the State of California, without regard to its conflict of laws rules. Except for claims for which Voctiv may seek indemnification or for which either party may seek injunctive relief, you and Voctiv agree that any dispute or controversy arising out of, in relation to, or in connection with this Agreement or your use of the Services including, without limitation, any and all disputes, claims (whether in tort, contract, statutory, or otherwise), or disagreements concerning the existence, breach, interpretation, application, or termination of this Agreement, will be resolved by final and binding arbitration pursuant to the Federal Arbitration Act in San Jose, California or, at the option of the party seeking relief, by telephone, online, or via written submissions alone, and be administered by the American Arbitration Association (“AAA”) under the then in force Commercial Arbitration Rules by one arbitrator appointed in accordance with such rules. Such arbitration will be independent and impartial. If the parties fail to agree on the arbitrator within twenty (20) calendar days after the initiation of the arbitration hereunder, AAA will appoint the arbitrator.
This arbitration will be conducted in the English language. The decision of the arbitrator will be final and binding on the parties and judgment on any award(s) rendered by the arbitrator may be entered in any court having jurisdiction thereof. Nothing in this section will prevent either party from seeking immediate injunctive relief from any court of competent jurisdiction, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate. The parties undertake to keep confidential all awards in their arbitration, together with all confidential information, all materials in the proceedings created for the purpose of the arbitration and all other documents produced by the other party in the proceedings and not otherwise in the public domain, save and to the extent that disclosure may be required of a party by legal duty, to protect or pursue a legal right or to enforce or challenge an award in legal proceedings before a court or other judicial authority. The arbitrator shall award all fees and expenses, including reasonable attorney’s fees, to the prevailing party. Any judgment rendered by the arbitrator may be entered in any court of competent jurisdiction.
ANY DISPUTE RESOLUTION PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PURCHASE OR USE OF THE SERVICES, WHETHER IN ARBITRATION OR OTHERWISE, SHALL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION, AND YOU AND VOCTIV EXPRESSLY AGREE THAT CLASS ACTION AND REPRESENTATIVE ACTION PROCEDURES SHALL NOT BE ASSERTED IN NOR APPLY TO ANY ARBITRATION PURSUANT TO THESE TERMS.
Any claims must be brought within one year of each applicable invoice or will otherwise be barred.
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