Updated September 7. 2016
THE TERMS OF THIS SERVICES AGREEMENT (“AGREEMENT”) GOVERN YOUR USE OF THE SERVICES (AS DEFINED BELOW) OF VOICE LABS, INC. (“VOICELABS”). IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE VOICELABS’ SERVICES. BY ACCEPTING THESE TERMS BELOW OR BY USING VOICELABS’ SERVICES IN ANY MANNER, YOU AND THE ENTITY YOU REPRESENT (“CUSTOMER”) AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS. THIS AGREEMENT IS ENTERED INTO AS OF THE DATE YOU ACCEPT THESE TERMS OR USE THE SERVICES (“EFFECTIVE DATE”).
1. License To Use the Services
1.1 Subject to the terms herein, VoiceLabs grants to Customer a limited, non-exclusive, non-transferable license to use the Services for Customer’s internal use and not for resale or further distribution. Customer’s right to use Services is limited by all terms and conditions herein. Except for this license granted to Customer, VoiceLabs and its licensors retain all right, title and interest in and to the Services, including all related intellectual property rights. The Services are protected by applicable intellectual property laws, including U.S. copyright law and international treaties. “Services” shall mean the online, web-based applications provided by VoiceLabs via https://voicelabs.co or other designated websites or IP addresses as communicated to Customer by VoiceLabs.
1.2 Customer will not, and will not permit or authorize any third party to: (i) reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer or create derivative works of any of the Services (ii) rent, lease or sublicense access to any of the Services; or (iii) circumvent or disable any security or technology features of the Services.
2. Access to the Services
2.1 VoiceLabs does not provide the equipment required to access the Services. Customer is responsible for all fees charged by third parties related to Customer’s access and use of Services (e.g., charges by Internet service providers). In the event Customer utilizes SMS notifications as part of its utilization of the Services, VoiceLabs reserves the right to pass through its costs of such service to Customer, and Customer agrees to pay such fees.
2.2 VoiceLabs also reserves the right to restrict, suspend, or stop providing Services to you, or add or create new limits to our Services, at any time.
Customer must comply with all applicable laws when using the Services. Except as may be expressly permitted by applicable law, or as VoiceLabs may authorize expressly in writing, Customer will not, and will not permit anyone else to: (i) store, copy, modify, distribute, or resell any of the information; audio, visual and audiovisual works, or other content made available on the Services, or compile or collect any such content as part of a database or other work; (ii) use any automated tools (e.g. robots, spiders) to access or use the Services; (iii) rent, lease, or sublicense Customer’s access to the Services to another person; (iv) use any Services for any purpose except for Customer’s own internal use; (v) circumvent or disable any digital rights management, usage rules, or other security features of the Services; (vi) use the Services in a manner that overburdens, or that threatens the integrity, performance, or availability of, the Services; or (vii) remove, alter, or obscure any proprietary notices (including copyright and trademark notices) on any portion of the Services.
4. Privacy Obligations
4.1 The Services are designed to allow Customer to learn how Customer’s customers, users and other individuals (“Authorized Users”) use Customer’s voice applications by giving Customer the ability to collect information and data (collectively, “Customer Content”) based on their interaction with Customer’s voice applications where Customer has integrated the Services and send communications to them. Some information is automatically collected from or about Authorized Users when Customer uses the Services.
4.2 Customer agrees to comply with all applicable privacy and data protection regulations. Further, Customer agrees to not use the Services to send VoiceLabs sensitive information where unauthorized disclosure could cause material, severe, or catastrophic harm or impact to VoiceLabs, any data subjects or third parties.
4.3 VoiceLabs collects, stores and uses Customer Content to maintain and improve the Services. VoiceLabs may also use Customer Content in an anonymized and aggregated form for VoiceLabs’ own business purposes. The Services transfer data to servers that store Customer Content in the U.S. and outside the U.S. VoiceLabs only shares Customer Content with others under special circumstances as follows:
- With third parties who work on VoiceLabs’ behalf to provide the Services;
- To the extent needed to comply with laws or to respond to lawful requests and legal process (provided that VoiceLabs will endeavor to notify Customer if VoiceLabs has received a lawful request for Customer’s information);
- In an emergency, including to protect the personal safety of any person; or
- In connection with a sale or transfer of all or a part of VoiceLabs’ business or assets (business deals may include, for example, any merger, financing, acquisition, divestiture, or bankruptcy transaction or proceeding).
5. Restricted Areas of the Services
Certain parts of the Services, including account management features, may be password-restricted to registered users or other authorized persons (“Password-Protected Areas”). If Customer is authorized to gain access to any Password-Protected Areas, Customer agress that Customer is entirely responsible for maintain the confidentiality of Customer’s password. Customer agrees that Customer is entirely responsible for any and all activities that occur under Customer’s account, whether or not Customer undertakes such activities. Customer agrees to immediately notify VoiceLabs of any unauthorized use of Customer’s account or any breach of security in relation to Customer’s password or the Services that is known to Customer.
6. Use Policies
Customer is solely responsible for any content and other material that Customer submits, publishes, transmits, or displays on, through, or with the Services.
7. Disclaimer of Warranties
EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT (OR OTHERWISE REQUIRED BY APPLICABLE LAW WITHOUT POSSIBILITY OF CONTRACTUAL WAIVER), VOICELABS AND/OR ITS LICENSORS EXPRESSLY DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR USE, AND WARRANTIES IMPLIED FROM A COURSE OF DEALING OR COURSE OF PERFORMANCE, WITH RESPECT TO OR RELATING TO (I) THE SERVICE AND REPORTS PROVIDED PURSUANT TO THIS AGREEMENT AND (II) CUSTOMER DATA. THE SERVICES, REPORTS AND CUSTOMER DATA ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS WITHOUT WARRANTY OR CONDITION OF ANY KIND. VoiceLabs does not represent or warrant that the Services will be uninterrupted or error-free, or that all defects will be corrected. VoiceLabs does not warrant or represent that the use of the Services or the Reports will be correct, accurate, timely or otherwise reliable. You specifically agree that VoiceLabs will not be responsible for unauthorized access to or alteration of the Customer Data or data from your Applications. You agree and acknowledge you have not relied on any other warranties or representations. SOME JURISDICTIONS DO NOT ALLOW THE FOREGOING EXCLUSIONS. IN SUCH JURISDICTIONS, THE FORGOING EXCLUSION IS LIMITED AS REQUIRED BY LAW.
8. Limitation of Liability
VOICELABS AND ITS SUPPLIERS AND LICENSORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF VOICELABS HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), RESULTING FROM CUSTOMER’S USE OF THE SERVICES. UNDER NO CIRCUMSTANCES WILL THE TOTAL LIABILITY OF VOICELABS AND ITS SUPPLIERS AND LICENSORS OF ALL KINDS ARISING OUT OF OR RELATED TO CUSTOMER’S USE OF THE SERVICES (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, NEGLIGENCE OR OTHERWISE, EXCEED THE AMOUNTS, IF ANY, THAT CUSTOMER HAS PAID TO VOICELABS FOR CUSTOMER’S USE OF THE APPLICATION SERVICES FOR THE TWELVE (12) MONTH PERIOD PRIOR TO THE CLAIM.
Customer will defend, indemnify and hold harmless VoiceLabs, its suppliers and licensors, and its respective subsidiaries, affiliates, officers, agents, employees, representatives, and assigns, from any costs, damages, expenses, and liability caused by Customer’s use of the Services, Customer’s violation of this Agreement, Customer Content, or Customer’s violation of any rights of a third party through use of the Services.
10. Legal Notices
10.1 Enforcement of any dispute relating to this Agreement will be governed by the laws of the State of California, excluding its conflict and choice of law principles. For parties residing in the United States, the exclusive jurisdiction and venue for any claims arising out of or related to this Agreement or Customer’s use of the Services is in the state and federal courts located in City and County of San Francisco, California, and Customer irrevocably agrees to submit to the jurisdiction of such courts.
10.2 VoiceLabs’ failure to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by VoiceLabs in writing. In the event that a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceable, the remaining provisions will remain in full force and effect.
10.3 The terms and conditions which by their nature are intended to survive termination of this Agreement shall survive, including Restrictions, Disclaimer of Warranties, Indemnity, and Limitation of Liability. This Agreement contains the entire understanding of the parties on the subject matter hereof.
11. Contact Us
If you have any questions or concerns about our Services or these Terms, please contact us at: firstname.lastname@example.org