1. Legal Agreement
These Terms of Services are in addition to and supplement any other agreement between You and VoiceIt. These Terms of Services apply to your use of this website and/or VoiceIt Services as well as any and all other websites operated by VoiceIt and/or its affiliates, unless such other website(s) have additional or different terms that directly conflict with these Terms of Services, in which case such additional or different terms shall control as to such other website(s).
As used in this Agreement, the following terms shall have the following meanings.
"Customer Application" means a software application that interfaces with the VoiceIt Services and include any services (web-based or other services) made available by you through that application.
"Customer Data" means data and other information made available to VoiceIt through the use of the VoiceIt Services under this Agreement, including call records, audio recordings, recording transcriptions, SMS records, and SMS message content.
"Documentation" means all of the instructions, code samples, Voiceprint Portal SDK Users Guide, on-line help files and technical documentation made available by VoiceIt for the VoiceIt Services.
"End User" means an end user of a Customer Application.
"Rate Schedule" means the schedule of fees located at https://siv.voiceprintportal.com/pricing , as such may be updated from time to time.
"SLA" means the service level agreement located at https://siv.voiceprintportal.com/serviceLevelAgreement, as such may be updated from time to time.
"VoiceIt Acceptable Use Policy" means certain terms and conditions relating to the use of the VoiceIt Services, available at https://siv.voiceprintportal.com/acceptableUsePolicy , as such may be updated from time to time.
"VoiceIt API" means an application programming interface for the VoiceIt Services (or feature of the VoiceIt Services) provided to Customer by VoiceIt.
"VoiceIt Properties" means the VoiceIt website, VoiceIt API, Documentation, and technical support made available by VoiceIt to Customer in connection with the VoiceIt Services.
"VoiceIt Services" means the services provided by VoiceIt to Customer under this Agreement, including all programs, features, functions and report formats, and subsequent updates or upgrades of any of the foregoing made generally available by VoiceIt, including without limitation the VoiceIt APIs and any software provided to Customer in connection with its use of the VoiceIt Services.
2. Use and Limitations on Your Use of the Website
2.1 "Provision of Services" VoiceIt will make the VoiceIt Services available to Customer in accordance with the SLA. Subject to the terms and conditions of this Agreement, VoiceIt grants Customer a non-exclusive, revocable right to:
(a) Use the Documentation and VoiceIt APIs as needed to develop and integrate into new or existing Customers Interactive Voice Response systems, Web Sites, and Applications;
(b) Offer and make the VoiceIt Services available to End Users in connection with the use of each Customer Application, in accordance with the Documentation; and
(c) Otherwise use the VoiceIt Properties solely in connection with and as necessary for Customer's activities hereunder.
2.2 "Data Storage" Customer acknowledges that data storage is not guaranteed by VoiceIt and agrees that VoiceIt will not have any liability whatsoever for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that Customer may incur with respect to the loss or deletion of Customer Data.
2.3 "Use of VoiceIt Services" You will be solely responsible for all use (whether or not authorized) of the VoiceIt Services and Documentation under its account, including for the quality and integrity of Customer Data and each Customer Application. You will ensure that you have a written agreement with each End User ("End User Agreement") that protects VoiceIt's rights to the same extent as the terms of this Agreement. The End User Agreement must include terms concerning restrictions on use, protection of proprietary rights, disclaimer of warranties and limitations of liability. VoiceIt agrees that, subject to the foregoing requirements, the End User Agreement need not specifically refer to VoiceIt. You will promptly notify VoiceIt if it becomes aware of any breach of the terms of the End User Agreement that may affect VoiceIt. You will take all reasonable precautions to prevent unauthorized access to or use of the VoiceIt Services and notify VoiceIt promptly of any such unauthorized access or use.
You agree that in your use of the website: (a) You may not intentionally post, create, upload or transmit any software or other material which contains a virus or other harmful code or device; (b) You will not impersonate any other person or use a false identity (the name of some other living or deceased person); (c) You are responsible for all postings or other activity performed using your username and password; (d) You will not access or attempt to access the account of any other person, or any other area or section of this website that is restricted and to which you have not explicitly been granted access; (e) You will not take any action designed to interfere with the operation of this website; (f) If you are discussing voice biometrics on your website or application, you need to give credit and display our logo in a manner that's obvious to the casual user that the voice biometrics services are provided by VoiceIt.
2.4 "Changes to Service" Customer acknowledges that the features and functions of the VoiceIt Services including the VoiceIt APIs and the SLA may change over time. It is Customer's responsibility to ensure that calls or requests Customer makes to the VoiceIt Services are compatible with then-current VoiceIt APIs. Although VoiceIt endeavors to avoid changes to the VoiceIt APIs that are not backwards compatible, if any such changes become necessary VoiceIt will use reasonable efforts to notify Customer at least 60 days prior to implementation.
3.1 "Fees" Customer agrees to pay the usage fees set forth in the Rate Schedule. In addition, if applicable, Customer agrees to pay any applicable support fees in connection with Customer's order of any support services.
3.2 "Net of Taxes" Unless otherwise stated in the Rate Schedule, all applicable federal, state or local taxes and all use, sales, commercial, gross receipts, privilege, surcharges, or other similar taxes, license fees and surcharges, whether charged to or against VoiceIt, will be payable by Customer. Customer will not withhold any taxes from any amounts due to VoiceIt.
3.3 "Invoicing" Subject to certain credit requirements as determined by VoiceIt, VoiceIt may agree to allow Customer to pay amounts due hereunder in arrears. In such event, Customer will make all of the payments due hereunder within 30 days of the date of the invoice. If Customer is overdue on any payment and fails to cure such non-payment within 10 days of written notice of the non-payment, then VoiceIt may assess and Customer will pay a late fee of the lesser of 1% per month or the maximum amount allowable by law.
3.4 "Disputes" Customer will notify VoiceIt in writing in the event Customer disputes any portion of any fees paid or payable by Customer under this Agreement. Customer will provide such notice to VoiceIt within 60 days of the applicable charge and the parties will work together to resolve the applicable dispute promptly. Upon expiration of the 60 day period described in this Section, Customer will not be entitled to dispute any fees paid or payable by Customer.
3.5 "Suspension" Customer acknowledges that, in the event Customer's usage exceeds the amounts prepaid by Customer or any other failure to pay amounts due as described in this Section 3, VoiceIt will be entitled suspend the VoiceIt Services associated with Customer's account without prior notice to Customer. VoiceIt will not have any liability whatsoever for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that Customer may incur with respect to any suspension of VoiceIt Services pursuant to this Section 3.
4. License to Your Materials
THE WEBSITE IS PROVIDED AS-AVAILABLE AND AS-IS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR NONINFRINGEMENT OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE MAY DISCONTINUE OR ALTER ALL OR A PORTION OF THE WEBSITE AND ANY RELATED VOICEIT SERVICES AT ANY TIME WITHOUT NOTICE. WE MAY ALSO SUSPEND OR TERMINATE ANY USER'S ACCOUNT AT ANY TIME FOR ANY REASON OR NO REASON. IN THE EVENT THE WEBSITE CONTAINS ANY PRICING ERRORS, INACCURATE OR OUTDATED INFORMATION, OR OTHER ERRORS, WE RESERVE THE RIGHT TO CORRECT SUCH ERRORS AND ARE NOT REQUIRED TO HONOR ANY PRICING OR OTHER ERRORS. ALTHOUGH THE WEBSITE MAY PROVIDE LINKS TO THIRD PARTY WEBSITES OR SERVICES, WE DO NOT ENDORSE AND ARE NOT LIABLE FOR ANY SUCH THIRD PARTY ITEMS OR SERVICES.
YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISSATISFACTION WITH THE WEBSITE OR FOR ANY ACT OR OMISSION BY US RELATED TO THE WEBSITE AS WELL AS ANY RESULTING ALLEGED INJURY OR DAMAGE IS TO STOP USING THE WEBSITE.
YOU AGREE THAT UNDER NO CIRCUMSTANCE SHALL ANY OF US (INCLUDING OUR OWNERS, EMPLOYEES, AFFILIATES, OR VENDORS) BE LIABLE FOR ANY DAMAGE RESULTING FROM YOUR USE OR INABILITY TO USE THE WEBSITE. THIS PROTECTION COVERS CLAIMS BASED ON WARRANTY, CONTRACT, TORT, STRICT LIABILITY, AND ANY OTHER LEGAL THEORY. THIS PROTECTION COVERS ALL LOSSES AND CLAIMS OF ANY TYPE INCLUDING, WITHOUT LIMITATION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, CONSEQUENTIAL, EXEMPLARY, AND PUNITIVE DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION.
THE VOICEIT SERVICES ARE NOT INTENDED TO SUPPORT OR CARRY EMERGENCY CALLS TO ANY EMERGENCY SERVICES. NEITHER VOICEIT NOR ITS REPRESENTATIVES WILL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY CLAIM, DAMAGE, OR LOSS (AND CUSTOMER WILL HOLD VOICEIT HARMLESS AGAINST ANY AND ALL SUCH CLAIMS) ARISING FROM OR RELATING TO THE INABILITY TO USE THE VOICEIT SERVICES TO CONTACT EMERGENCY SERVICES.
IF ANY OF THE ABOVE OR BELOW LIMITATIONS OR DISCLAIMERS ARE NOT PERMITTED IN ANY PARTICULAR STATE OR JURISDICTION, THEN SUCH ITEM IS DEEMED AMENDED AS MINIMALLY NECESSARY FOR LEGAL COMPLIANCE, OR IF AMENDMENT IS NOT POSSIBLE THEN SUCH ITEM IS DEEMED DELETED AND THE REMAINDER OF THIS AGREEMENT REMAINS IN FULL FORCE AND EFFECT.
6. Price Changes
In addition to the right to correct pricing errors described above, we reserve the right to change the price of any item at any time, without notice. For any order placed by you, your order shall be deemed the "offer" which is not "accepted" unless and until such order has been accepted and filled by us or the applicable third party.
7. Copyright Notice
The website, including all content on the website, is owned or licensed by us. The entire contents and design of the website are protected by U.S. and international copyright law. All rights regarding the website, and information and materials contained on the website, are either owned by us, are licensed to us, or are used with permission. We grant you a non-exclusive, non-transferable, limited license to access and use the information, documents, text, images, software, and other content and elements of the website (collectively, the "content") solely in accordance with these Terms of Services. Subject to these Terms of Services, you may view, download and print the content solely for your personal and informational use. You may not copy, republish, upload, post, display, transmit, or frame any of these materials without prior written consent from us. You may link to, view, download, use, display and print a single copy of the content only for personal, noncommercial and informational purposes as long as: (1) you do not alter or modify the materials in any way; and (2) you include all applicable copyright, trademark and other notices and disclaimers. We may terminate the above license at any time for any reason. If you breach any term of this agreement your license terminates immediately, automatically, and without notice. Upon the termination of this license you must stop using this website including all content, and return or destroy all copies, including electronic copies, of the content in your possession or control.
8. Trademark Notice
VoiceIt's names and logos, and all related product and service names, design marks and slogans are the trademarks or service marks of VoiceIt. All rights are reserved. You are not authorized to use any such trademark in any advertisement, publicity or in any other commercial manner without our prior written consent. All other trademarks appearing on the website are the property of their respective owners.
9. Links to Other Sites
10. Our Content; Content Supplied by Others
Our content and modules may include advertising information, sponsored content provided by third parties, as well as learning information or modules provided by a third party that we believe may be useful. You agree and consent that we may send marketing information, including marketing information provided by third parties, to you through all contact information including email, land-mail, and text, provided by you.
11. Authorized Users Only; Confidential
You agree to keep your user and login information confidential. You are responsible for all actions taken using your username and password. If your password has been compromised, contact us immediately.
While we take measures to protect the confidentiality and security of your information, it is not possible to give absolute assurance that all information will remain secure. Under certain circumstances, it is possible that third parties may be able to intrude on our computers and view your information, or the government or other entities with legal authority may require disclosure of your information. By submitting information to us, you agree that you are aware of and accept these risks. If you do not wish to submit your information electronically, do not do so, however in such case you may not be able to make use of the full functionality of the website. You agree that VoiceIt is not responsible for any consequence of illegal acts by third parties, including but not limited to hacking or similar crimes.
You agree to indemnify, defend, and hold harmless VoiceIt, its officers, directors, employees, agents, licensors and suppliers (collectively the "Service Providers") from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of these Terms of Services or any activity related to your account (including negligent or wrongful conduct) by you or any other person accessing the website using your account.
14. Jurisdiction and Venue
This website is not targeted to users in any particular locality nor is it intended to constitute the doing of business in any jurisdiction. This website does not constitute any contract with any jurisdiction outside the State of Minnesota. Use of this website is prohibited in any jurisdiction having laws that would void this Agreement in whole or essential part or which makes accessing the website illegal. This Agreement is entered into and performed in the State of Minnesota, United States of America. It is governed by and shall be construed under the laws of Minnesota, exclusive of any choice of law or conflict of laws provisions. In any claim or action directly or indirectly arising under this Agreement or related to the website, each party irrevocably submits to the personal jurisdiction of the Minnesota State District Court sitting in Hennepin County, Minnesota or of the United States Court for the District of Minnesota. Each party waives any jurisdictional, venue or inconvenient forum objections to these courts. You agree that you shall pursue any claim against us or the Service Providers in your individual capacity only, and you will not participate in any collective or so-called "class" action against VoiceIt or any of the Service Providers.
15. General; Contact Information
You may not assign any rights or obligations under this Agreement without our prior written consent. We may assign all or part of this Agreement. We reserve the right to change, modify, and update this Agreement at any time and you agree to be bound by those changes, modifications and updates so long as you continue using the website. You should therefore review these Terms of Services periodically to familiarize yourself with any changes, modifications and updates, which we will post on this page or a similar page of the site. If you violate any of the Terms of this Agreement, your authorization to use our Website and all licenses granted herein terminate automatically.
If any of the provisions of this Agreement are held unenforceable or overbroad by a court or other tribunal of competent jurisdiction, then those provisions shall be limited or eliminated to the minimum extent necessary to allow the remainder of this Agreement to retain its full force and effect. You agree to bring any and all claims involving us or the Service Providers within twelve (12) months of the date on which such claim first arises; all claims not brought by you within such time period are waived.
16.1 "Term" The term of this Agreement will commence on the date this Agreement is accepted by Customer and continue for a period of twelve months. This Agreement will automatically renew for additional one-year terms unless either party provides notice of non-renewal no less than 60 days prior to the end of a renewal term.
16.2 "Termination" Either party may terminate this Agreement for any reason upon 180 days written notice to the other party. Either party may also terminate this Agreement in the event the other party commits any material breach of this Agreement and fails to remedy such breach within 5 days after written notice of such breach. VoiceIt may also suspend the VoiceIt Services immediately upon notice for cause if: (a) Customer violates (or gives VoiceIt reason to believe it has violated) any provision of the VoiceIt Acceptable Use Policy; (b) there is an unusual spike or increase in Customer's use of the VoiceIt Services for which there is reason to believe such traffic or use is fraudulent or negatively impacting the operating capability of the VoiceIt Services; (c) VoiceIt determines, in its sole discretion, that its provision of any of the VoiceIt Services is prohibited by applicable law, or has become impractical or unfeasible for any legal or regulatory reason; or (d) subject to applicable law, upon Customer's liquidation, commencement of dissolution proceedings, disposal of Customer assets or change of control, a failure to continue business, assignment for the benefit of creditors, or if Customer become the subject of bankruptcy or similar proceeding.
16.3 "Survival" Upon termination or expiration of this Agreement, Customer's payment obligations, the terms of this Section 16.3 and the terms of the following Sections will survive: Section 2.2 (Data Storage), Section 2.3 (Use of VoiceIt Services), Section 4 (License to Your Materials), Section 5 (Disclaimer), Section 10 (Our Content; Content Supplied by Others), Section 13 (Indemnification), Section 14 (Jurisdiction and Venue) and Section 15 (General; Contact Information).
17. Contact Information
You may contact us at , by fax at (612) 545-2510 or by mail at VoiceIt Technologies, 222 South 9th Street, Suite 1600, Minneapolis, MN 55402. You agree that we may provide any and all notices to you by e-mail, telephone, cell-phone, text message, as well as by any other method.