Terms of use

The Voctiv services (collectively, “Services”) are provided by Voctiv Inc. (“Voctiv”), a Delaware corporation. By accessing or using the Services, however accessed, you manifest your intent and agree to be bound by this Terms of Use Agreement (“Agreement”).

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.

NOTICE OF ARBITRATION. THIS TERMS OF USE AGREEMENT CONTAINS AN ARBITRATION PROVISION AND CLASS ACTION WAIVER. EXCEPT AS OTHERWISE STATED UNDER THE TERMS OF THIS AGREEMENT, AND IF YOU DO NOT OPT-OUT OF ARBITRATION AS SET FORTH BELOW, YOU AGREE THAT ANY AND ALL DISPUTES BETWEEN YOU AND VOCTIV WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION. YOU FURTHER AGREE TO WAIVE YOUR ABILITY TO BRING A LAWSUIT ON A CLASS BASIS WHEN USING THE SERVICES.

a. Services

Voctiv provides the Services, which consist of fully autonomous and artificial intelligence-driven call and contact center services. Users of the Services may be required to complete a questionnaire, select a telephone number, and select a template of conversation flow to provision the Services. The Services are provided under the pricing and other such requirements and terms as more thoroughly listed on the Services’ website.

You understand and agree that the prices quoted through the Services are an invitation to deal and that no contract will be formed between you and Voctiv until Voctiv accepts your invitation to deal by performance, specifically, by accepting your order and providing the Services.

b. Eligibility to Use the Services

The Services are open to use to those who are age eighteen or above. By using the Services, you warrant that you are age eighteen (18) or above, are of sound mind, and have the capacity to agree to and uphold the terms and conditions contained within this Agreement. If you use the Services on behalf of a business entity or other third party, you warrant that you express actual authority to act as an agent of that business entity and third party and, as a component of that agency, have the right and ability to agree to the terms of this Agreement on behalf of that third party or business entity. You further warrant that you are not prohibited from entering into this Agreement by the terms of any preexisting agreement.

c. Acceptable Use of the Services

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:

Circumventing the technological protection measures of the Services;
Imposing a disproportionate load on the servers or content delivery network of the Services;
Injecting or transmitting content intended to collect personal or personally identifiable information from users of the Services or third parties;
Disrupting or otherwise interfering with the Services or its associated servers or networks;
Scraping, reproducing, republishing, selling, reselling, duplicating, or trading the Services or its content;
Diverting or attempting to divert customers of the Services to another website or service;
Reverse engineering, decompiling, translating, or disassembling the Services or its content;
Encouraging or assisting any other party to do anything in violation of the terms of this Agreement.

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.

d. Limited License to Use the Services

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.

e. Idea Submission Policy

Voctiv may provide you with the ability to submit ideas to Voctiv through the Website. If you submit ideas to Voctiv, you agree that any ideas that you submit to Voctiv will automatically become the property of Voctiv and that you will not be compensated for the submission, use, or implementation of the idea that you submitted to Voctiv. You understand and agree that Voctiv may use or redistribute any ideas that you submit to Voctiv for any purpose and in any way and that Voctiv has no obligation to keep any ideas submitted to Voctiv confidential.

f. User Account

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.

g. License to User-Generated Content

Voctiv may provide you with the ability to upload, contribute, or transmit user-generated content to or through the Services, including, but not limited to, scripts and conversation flow Templates (collectively “User-Generated Content”). You warrant that your User-Generated Content will not (i) violate any law, statute, regulation, or ordinance, whether local, state, provincial, national, or international, (ii) violate any term or condition of this Agreement, or (iii) violate the rights of third parties, including intellectual property rights and any other personal or proprietary rights. By submitting User Generated Content to the Services, you grant Voctiv an exclusive, irrevocable, royalty free, worldwide, and perpetual license to use your User-Generated Content for the customary and intended purposes of the Services. The customary and intended purposes of the Services may include, but are not limited to, providing call and contact center services and archiving or making backup copies of the Services. By submitting User-Generated Content to the Services, you waive all moral rights or rights of publicity or privacy with respect to the User-Generated Content submitted to the Services. Voctiv assumes no responsibility, and cannot be held liable for, the conduct of any User Account that submits User-Generated Content to the Services.

h. Call Recordings

Voctiv may provide Users with the ability to record and store calls and obtain call transcripts when using the Services. Voctiv may provide Users with the ability to record and store calls on external servers or storage through Voctiv’s published application programming interface. Users understand and agree that they are solely responsible for complying with all applicable laws concerning the recording, transcription, and storage of call audio and Voctiv expressly disclaims liability for, and will not be held liable for, the recording of, transcription of, or storage of any call audio.

i. Proprietary Rights

You understand and agree that the Services, including, but not limited to, its source code, data, selection and arrangement, executable code, structure, and organization, contains the valuable trade secrets and intellectual property of Voctiv. Under the terms of this Agreement, you do not acquire any ownership rights to the Services or the data or content contained therein. You acquire only a limited license to use the Services subject to the terms of this Agreement. All other rights are reserved by Voctiv.

j. Payment

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.

k. Taxes

You agree that You will pay all taxes assessed by governmental bodies, whether local, state, provincial, national, or international, associated with your use of the Services. Voctiv will report as income all payments received from you to Voctiv to all proper taxing authorities.

l. Trademarks

You acknowledge and agree that any and all trademarks, trade names, design marks, or logos displayed on or through the Services by Voctiv, including, but not limited to, VOCTIV and its associated design mark, are common law or registered trademarks owned by or licensed to Voctiv. You are expressly prohibited from using the trademarks of Voctiv to cause confusion in, to cause mistake in, or to deceive consumers, or from falsely designating the origin of, the source of, or the sponsorship of your goods or services. You are further prohibited from using the trademarks of Voctiv in domain names, in keyword advertisements, to trigger keyword advertisements, or in meta tags. All other trademarks, trade names, design marks, or logos are the property of their respective owners.

m. Copyright Policy

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 copyright@voctiv.com.

n. Term and Termination

The term of this Agreement will begin upon your first accessing of the Services and will continue until the earlier of the following: (i) Voctiv terminates your access to the Services; or (ii) you cease using the Services and terminate your Account. Voctiv reserves the right to terminate the Services or your access to the Services in its sole and absolute discretion and without prior notice.

o. Disclaimer of Warranties and Limitation of Liability

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.

p. Indemnification

You agree to indemnify, defend, and hold harmless Voctiv, its officers, shareholders, directors, employees, subsidiaries, affiliates, parent companies, and representatives, from any and all losses, including, but not limited to, costs and attorneys’ fees, arising out of or related to (i) your use of the Services, (ii) your uploading of your User Generated Content, (iii) your violation of any term or condition of this Agreement, (iv) your violation of the rights of third parties, including, but not limited to, intellectual property rights or other personal or proprietary rights, and (v) your violation of any law, statute, ordinance, regulation, or treaty, whether local, state, provincial, national, or international. Your obligation to defend Voctiv will not provide you with the ability to control Voctiv’s defense, and Voctiv reserves the right to control its defense, including its choice of counsel and whether to litigate or settle a claim subject to indemnification.

q. Choice of Law and Stipulation to Jurisdiction

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.

r. Force Majeure

Voctiv will not be responsible for any delay or failure in performance of the Services or its associated products arising out of any cause beyond Voctiv’s control, such as acts of God, war, riots, fire, terrorist attacks, pandemics, power outages, severe weather, or other accidents.

s. Survivability

The representations, warranties, duties, and covenants made by you under this Agreement will survive the termination of this Agreement, your Account, or the Services, including, but not limited to, your duty to indemnify and defend Voctiv.

t. Interpretation

This Agreement will be deemed to have been drafted by both parties, and the terms and conditions of this Agreement will not be interpreted against its drafter.

u. Assignment

You are expressly prohibited from assigning your rights and duties under this Agreement. Voctiv reserves the right to assign its rights and duties under this Agreement, including in a sale of Voctiv or its Services.

v. Waiver and Integration

No term or condition of this Agreement or breach of this Agreement will be deemed to have been waived or consented to unless said waiver is writing and signed by the party to be charged. This Agreement is the entire agreement between the parties and supersedes all previous agreements or representations between the parties.