Voicify Terms of Service

Last Updated:  January 8, 2025

The following terms between Voicify, LLC. (“voicify”, “us”, “we” or “our”) and you, either individually, or on behalf of your employer or any other entity which you represent (“you” or “your”), together with our Terms of Service and Privacy Policy, govern using the Voicify Conversational Experience Platform.  In case you represent your employer or another entity, you hereby represent that (a) you have full legal authority to bind your employer or such entity (as applicable) as set forth herein; and (b) you read and understood these Terms, and you agree to them on behalf of your employer or the respective entity (as applicable).

• License Grant. Voicify hereby grants to the Customer a non-exclusive, non-transferable license to access and use the Subscription Service solely for the Customer’s internal business purposes. This license is restricted to use by Customer and its Users and does not include the right to use the Subscription Service on behalf of any third party.  The Customer is responsible for procuring and maintaining the network connections that connect the Customer to the Subscription Service.  The Customer agrees: (a) that only authorized Users are permitted to use the Subscription Service; (b) that it is responsible for authorized Users’ actions and (c) to otherwise take all commercially reasonable steps to protect the Subscription Service and the Documentation from unauthorized use and/or access.
• Licensed Volume. The Customer acknowledges that access and use of the Subscription Service is licensed to the Customer for use up to the number of Users, the amount of applicable storage, the number of interactions or other metric purchased by the Customer and set forth and described on the applicable Order Form (the “Volume Limitations”). In the event that the Subscription Service is used in excess of the Volume Limitations then the Customer shall be obligated to pay Voicify for the number of applicable Users, the amount of applicable storage, the number of interactions or other metric used in excess of such Volume Limitations at Voicify’s then current rates. The Customer may also add licenses for additional Users, storage, interactions, etc. by executing a new Order Form at any time.
• Affiliates. Subject to the terms of the Order Form, the Customer may make the Subscription Service available to its Affiliates provided that all licensing restrictions
  are complied with in each instance by each such Affiliate and that the Customer shall be liable for any breach of the terms and conditions of this Agreement by any of its Affiliates.  Any license restrictions set forth on an Order Form shall be deemed to apply to both the Customer and its Affiliates.  By way of example, if an Order Form limits use of the Subscription Service to five (5) Users, then the use by the Customer and its Affiliates, when aggregated together, shall not exceed a total of five (5) Users.
• Third Party Web Sites, Products and Services. If Customer installs or enables Third Party Applications for use with the Subscription Service, Customer agrees that Voicify may allow such third party providers to access Customer Content as required for the interoperation of such Third Party Applications with the Subscription Service, and any exchange of data or other interaction between Customer and a third party provider is solely between Customer and such third party provider. Customer acknowledges that its ability to access and use the Third Party Application with the Subscription Service is subject to the continued effectiveness and terms of the contract between Voicify and the applicable third party provider.
• Confidential Information.  Each Party will regard any information provided to it by the other Party and designated in writing as proprietary or confidential to be confidential (“Confidential Information”).  Confidential Information shall also include information which, to a reasonable person familiar with the disclosing Party’s business and the industry in which it operates, is of a confidential or proprietary nature.  The receiving Party shall hold in confidence, and shall not disclose (or permit or suffer its personnel to disclose) any Confidential Information to any person or entity except to a director, officer, employee, outside consultant, or advisor (collectively “Representatives”) who have a need to know such Confidential Information in the course of the performance of their duties for the receiving Party and who are bound by a duty of confidentiality.  The receiving Party and its Representatives shall use such Confidential Information only for the purpose for which it was disclosed and shall not use or exploit such Confidential Information for its own benefit or the benefit of another without the prior written consent of the disclosing Party.  Each Party accepts responsibility for the actions of its Representatives and shall protect the other Party’s Confidential Information in the same manner as it protects its own valuable confidential information, but in no event shall less than reasonable care be used.  The Parties expressly agree that the terms and pricing of this Agreement are Confidential Information and the Customer further agrees that it shall not use the Services for the purposes of conducting comparative analysis, evaluations or product benchmarks with respect to the Services and will not publicly post any analysis or reviews of the Services without Voicify’s prior written approval.  A receiving Party shall promptly notify the disclosing Party upon becoming aware of a breach or threatened breach hereunder, and shall cooperate with any reasonable request of the disclosing Party in enforcing its rights.

• SPII. Notwithstanding anything to the contrary herein, neither Customer nor its Users shall upload into the Subscription Service or provide to Voicify any sensitive personally identifiable information (“SPII”) including (i) financial information such as credit or debit card numbers, and unique identifiers such as passport or Social Security numbers, and/or (ii) any biometric or protected health information (PHI) as defined by the Health Information Technology for Economic and Clinical Health Act.  To the extent that the Customer or any of its Users uploads any such SPII into the Subscription Service then the Customer (and not Voicify) shall be solely responsible for all liability or obligations with respect to such SPII under any and all circumstances including but not limited to any data breach.
• Subscription Service Warranty. Voicify warrants that during the term of any Order Form for the Subscription Service (i) the Subscription Service will conform, in all material respects, with the Documentation, (ii) Voicify will provide the Subscription Service in accordance with the Service Level Agreement and (iii) all related Technical Support shall be provided in a competent and professional manner.  Voicify does not warrant that it will be able to correct all reported defects or that use of the Subscription Service will be uninterrupted or error free.  Voicify makes no warranty regarding features or services provided by third parties.  For any breach of the above warranty, Voicify will, at no additional cost to Customer, provide remedial services necessary to enable the Subscription Service to conform to the warranty.  The Customer will provide Voicify with a reasonable opportunity to remedy any breach and reasonable assistance in remedying any defects.
• No Other Warranty. VOICIFY DOES NOT REPRESENT THAT THE SERVICES WILL BE ERROR-FREE OR THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR THAT ALL ERRORS IN THE SERVICES WILL BE CORRECTED OR THAT THE OVERALL SYSTEM THAT MAKES THE SUBSCRIPTION SERVICE AVAILABLE (INCLUDING BUT NOT LIMITED TO THE INTERNET, OTHER TRANSMISSION NETWORKS, AND CUSTOMER’S LOCAL NETWORK AND EQUIPMENT) WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE WARRANTIES STATED IN SECTION 5 ABOVE ARE THE SOLE AND EXCLUSIVE WARRANTIES OFFERED BY VOICIFY. THERE ARE NO OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. CUSTOMER ASSUMES ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICES ARE ACCURATE OR SUFFICIENT FOR CUSTOMER’S PURPOSES.
• Consequential Damage Exclusion. Neither Party will be liable to the other or any third party for loss of profits or for any special, indirect, incidental, consequential or exemplary damages (including without limitation, damages for loss of business profits, loss of goodwill, business interruption, loss of business information and/or data) in connection with the performance of the Services, or the performance of any other obligations under this Agreement, even if it is aware of the possibility of the occurrence of such damages.
• Subscription Service. The Customer acknowledges and agrees that as between Voicify and the Customer, all right, title and interest in and to the Subscription Service (excluding any Customer Content) and including all modifications and configurations, all Voicify Content and all of Voicify’s proprietary technology, including, without limitation, all software, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information made available to the Customer by Voicify in providing the Subscription Service and all derivatives thereof are and shall remain Voicify’s or its licensors’. The Voicify name, all Voicify logos, and the product names associated with the Subscription Service are trademarks of Voicify or third parties, and no right or license is granted to use them.  The Customer shall not remove any Voicify trademark or logo from the Subscription Service.  During the term of this Agreement, Voicify grants to the Customer a limited, worldwide, non-exclusive, non-transferable (except as set forth in Section 11.2), royalty-free right to use, display, transmit, and distribute the Voicify Content solely in connection with the Customer’s permitted use of the Subscription Service.  Voicify shall have the right to collect and use aggregated information, analysis, statistics, related benchmarking algorithms and other data generated by the Subscription Service (or derived from the Customer’s use of the Subscription Service) provided. Voicify shall not sell or distribute the aggregated information to any third party. In the event Customer provides Voicify with Feedback, Customer hereby grants to Voicify an irrevocable, fully-paid up, non-exclusive, royalty-free, perpetual and worldwide license to use, reproduce, distribute, create derivative works of, publicly perform, and publicly display such Feedback in any medium or format, whether now known or later developed.
• Customer Content. The Customer retains ownership of all right, title and interest in and to all Customer Content.  During the term of this Agreement, the Customer hereby grants to Voicify a limited, worldwide, non-exclusive, non-transferable, royalty-free right to use, display, transmit, and distribute the Customer Content solely as necessary to provide the Subscription Service to the Customer.  Upon termination of the Subscription Service, Voicify shall make such Customer Content available to the Customer in a mutually agreed upon format.
• Customer Obligations. The Customer is responsible for all activities conducted under its User logins and for its Users’ compliance with this Agreement.  Without Voicify’s express prior written consent in each instance, the Customer shall not (and shall not allow any third party to): reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code form or structure of the Subscription Service or access the Subscription Service in order to build a competitive product or service or copy any ideas, features, functions or graphics of the Subscription Service.  Except as expressly permitted in this Agreement, the Customer shall not copy, license, sell, transfer, make available, lease, time-share, distribute, or assign this license, the Subscription Service to any third-party.  Neither the Customer nor its Users shall use the Subscription Service to: (a) send, upload or otherwise transmit any Customer Content that is unlawful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable; (b) upload or otherwise transmit, display or distribute any Customer Content that infringes any trademark, trade secret, copyright or other proprietary or intellectual property rights of any person; (c) upload or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (d) interfere with or disrupt the Subscription Service or networks connected to the Subscription Service; or (e) violate any applicable law or regulation.  Customer shall be solely responsible for providing its own privacy notice, pursuant to applicable law, which appropriately discloses Customer’s use of the Services.  Customer represents and warrants that Customer has a legal basis for collecting and processing, and has the legal authority and right, including obtaining consent where required, to lawfully transfer or otherwise make available to Voicify any Personal Information pursuant to the Agreement.  Customer shall be solely responsible for obtaining any necessary consents, authorizations, and/or rights from any third parties, including Customer’s Users, end-users, and customers, in connection with the Services.  Customer hereby represents and warrants that the provision of any Personal Information to Voicify pursuant to the Agreement will not violate or infringe applicable laws or the rights of any third party.