Terms and Conditions of Use

Voiceable Terms and Conditions

THESE TERMS AND CONDITIONS (the “Agreement”) CONSTITUTE A BINDING AGREEMENT BETWEEN YOU AND VOICEABLE LTD. (“Voiceable”). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO BIND SUCH ENTITY TO THIS AGREEMENT. In any event, references herein to “Customer” means you or such entity (as the case may be). 

By registering for and/or singing the applicable quote and/or by otherwise installing or using any part of the Solution (as defined below), Customer acknowledges the terms and conditions of this Agreement and represents that it has fully read and understood, and agrees to be bound by, the following (the date of such occurrence being the "Effective Date"):

  1. this Agreement; and

  2. other supplemental terms and policies that this Agreement expressly incorporates by reference, and which are thereby made a part of this Agreement.

By entering into the Agreement, Customer hereby irrevocably and unconditionally waives any Law applicable to Customer requiring that the Agreement be localized to meet Customer's language or requiring an original (non-electronic) signature or delivery or retention of non-electronic records.

IF CUSTOMER DOES NOT AGREE WITH ANY OF THE TERMS OR CONDITIONS OF THIS AGREEMENT, CUSTOMER MUST NOT INSTALL OR USE ANY PART OF THE SOLUTION.

  1. Subscription to the Solution.  Subject to the terms and conditions of this Agreement, Voiceable hereby grants Customer a non-exclusive, non sublicensable, non-transferable license to implement and use the software, intended to enhance customer experience of website using voice and audio features (the “Solution”), during the Term (as defined below), solely for Customer’s internal business purposes. The foregoing license is subject to, and in consideration of, the full payment of the subscription fee for the Solution as set forth in the applicable quote (the "Subscription Fee"). 

  2. Restrictions on Use. Customer must not, and shall not allow any third party to: (i) circumvent, disable or otherwise interfere with features that enforce limitations on use of the Solution; (ii) allow any unauthorized third party to use the Solution; (iii) sell, rent, lease, license or timeshare the Solution; (iv) copy, modify, reverse engineer, decompile, disassemble or derive, or attempt to derive, the source code of, the Solution; (v) use the Solution to develop a competing service or product; (vi) take any action that imposes or may impose, at Voiceable's sole discretion, a disproportionately large load on the Voiceable infrastructure; (vii) interfere or attempt to interfere with the integrity or proper working of the Solution; and/or (viii) use the Solution in any unlawful manner or in breach of this Agreement.

  3. End User Data 

    1. License. Customer hereby grants Voiceable with a worldwide, perpetual, royalty free license to collect, use, process, copy and store information provided by Customer’s end users (or derived from such end user’s actions), when such end users use the Solution ("End User Data").  End User Data may also include (but is not limited to) raw data, and the transcript of the end user’s query, as well as non-identifiable information related to end user’s interaction with Customer’s platform. 

    2. Customer further acknowledges and agrees that Voiceable may anonymize, pseudonymize and/or de-personalize the End User Data in aggregated form, for the purpose of creating and distributing to Voiceable customers benchmark information concerning end user interactions with their platforms, and/or to improve the Solution (“End User Data Derivatives”). 

    3. Responsibility. Customer represents and warrants that: (i) Customer owns or has obtained the rights to all of the intellectual property rights subsisting in the End User Data, and Customer has the right to provide Voiceable with the license granted herein to use such End User Data in accordance with this Agreement (including obtaining any applicable consents or notice requirements); and (ii) the End User Data does not infringe or violate any patents, copyrights, trademarks or other intellectual property, proprietary or privacy or publicity rights of any third party. Customer shall remain solely responsible and liable for the End User Data and expressly releases Voiceable from any and all liability arising from Voiceable’s use of the End User Data and the End User Data Derivatives as permitted herein. 

  4. Title. The intellectual property and all other rights, title and interest of any nature in and to the Solution, End User Data Derivatives and any related content, documentation and services provided or made available by Voiceable hereunder, including all modifications, upgrades, customizations and derivative works (whether or not permitted under this Agreement) of the Solution, are and shall remain the exclusive property of Voiceable and its licensors. Except as expressly set forth herein, nothing in this Agreement shall be construed as transferring any rights, title or interests to Customer or any third party. Voiceable and its licensors reserve any and all rights not expressly granted in this Agreement.

  5. Anonymous Information. Voiceable may collect, use and publish Anonymous Information (as defined below), and disclose it to its third party service providers, to provide, improve and publicize Voiceable's programs and services. "Anonymous Information" means information about use of the Solution which does not enable identification of an individual. Voiceable owns all Anonymous Information collected or obtained by Voiceable.  

  6. Payments. 

    1. Subscription Fee. Unless agreed otherwise in the applicable quote, Customer’s access to and use of the Solution is subject to Customer’s up-front payment in full of the Subscription Fee for the applicable subscription program. 

    2. Payment Terms. Unless otherwise expressly stated herein, all payments hereunder are quoted and shall be paid in US Dollars. Payments shall be made without any right of set-off or deduction and are irrevocable and (except as expressly set forth herein) nonrefundable. All Voiceable invoices are payable within thirty (30) days of the date of invoice. Any amount not paid when required to be paid hereunder shall accrue interest on a daily basis until paid in full at the lesser of: (i) the rate of one and a half percent (1.5%) per month; or (ii) the highest amount permitted by applicable law. 

    3. Taxes. All fees payable to Voiceable are exclusive of applicable taxes (including without limitation VAT), withholdings or duties. Customer shall be responsible for all taxes, withholdings and duties of any kind payable with respect to its subscription to the Solution arising out of or in connection with this Agreement, other than taxes based on Voiceable's net income, shall be borne and paid by Customer. 

  7. Term. This Agreement shall be effective upon the Effective Date and shall continue for an initial term of one (1) year (the “Initial Term”). Following the Initial Term, this Agreement shall automatically renew at the then-applicable Subscription Fees for successive one (1) year terms (each a “Renewal Term”, and together with the Initial Term, the “Term”) unless: (i) Voiceable or Customer provides the other with sixty (60) days written notice prior to the end of any term of its intent not to renew, or (ii) this Agreement is terminated in accordance with Section ‎8 (Termination) below. If Customer continues to use the Solution past any renewal date, then Customer shall be deemed to have renewed the Agreement for the following term at the rates applicable for such Renewal Term.

  8. Termination. 

    1. Cause. Either party may terminate this Agreement with immediate effect if the other party breaches this Agreement and such breach remains uncured (to the extent that the breach can be cured) fifteen (15) days after having received written notice thereof.

    2. Distress Event. In the event that either party becomes liquidated, dissolved, bankrupt or insolvent, whether voluntarily or involuntarily, or shall take any action to be so declared, the other party shall have the right to immediately terminate this Agreement.

  9. Suspension. If Voiceable believes that Customer is using the Solution in a manner that may cause harm to Voiceable or any third party then Voiceable may, without derogating from Voiceable’s right to terminate this Agreement for any breach hereof, suspend Customer's access to and use of the Solution until such time as Voiceable believes the threat of harm, or actual harm, has passed. 

  10. Effect of Termination

    1. Upon Termination in accordance to the provisions of this Agreement, Customer shall (i) immediately discontinue all access and use of the Solution and shall promptly, but in any event within three (3) days, permanently delete all copies of the documentation in Customer’s possession or control; and (ii) pay any outstanding amounts owed to Voiceable under the quote and this Agreement. 

    2. Survival. This Section ‎10 and Sections ‎2 (Restrictions on Use), ‎4 (Title), ‎6 (Payments, to the extent any amounts due hereunder remain payable), ‎11 (Warranty Disclaimer), ‎12 (Limitation of Liability), ‎13 (Indemnification), ‎14 (Confidential Information), ‎16 (Independent Contractors) to ‎20 (General) shall survive termination of this Agreement.

  11. Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SOLUTION IS PROVIDED ON AN "AS IS" BASIS, AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. VOICEABLE WILL NOT BE LIABLE OR RESPONSIBLE FOR: (A) ANY TECHNICAL PROBLEMS OF THE INTERNET (INCLUDING WITHOUT LIMITATION SLOW INTERNET CONNECTIONS OR OUTAGES); AND/OR (B) ANY ISSUE THAT IS ATTRIBUTABLE TO CUSTOMER’S SOFTWARE OR CUSTOMER’S INTERNET OR DATA SERVICE PROVIDER.

  12. Limitation of Liability.

    1. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL VOICEABLE BE LIABLE FOR ANY LOSS OF INCOME, PROFITS, GOODWILL, REPUTATION, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES THAT ARISE UNDER THIS AGREEMENT OR THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SOLUTION, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    2. VOICEABLE'S TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES AND LOSSES UNDER THIS AGREEMENT, OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE SOLUTION, SHALL NOT UNDER ANY CIRCUMSTANCE EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY CUSTOMER TO VOICEABLE UNDER THIS AGREEMENT WITHIN THE TWELVE (12) MONTHS PRECEDING THE DATE OF BRINGING A CLAIM.

  13. Indemnification. 

    1. Customer hereby agrees to defend and indemnify Voiceable against any damages awarded against Voiceable by a court of competent jurisdiction, or paid in settlement, in connection with a third party claim, suit or proceeding that use of the Solution and/or the End User Data within the scope of this Agreement infringes or violates any intellectual property rights, or any other proprietary right of a third party. 

  14. Confidential Information. Each party may have access to certain non-public and/or proprietary information of the other party, in any form or media, including (without limitation) confidential trade secrets and other information related to the products, software, technology, data, know-how, or business of the other party, whether written or oral, and any such other information that, regardless of the manner in which it is furnished and given the totality of the circumstances, a reasonable person or entity should have reason to believe is proprietary, confidential, or competitively sensitive ("Confidential Information"). Each party shall take reasonable measures, at least as protective as those taken to protect its own confidential information, but in no event less than reasonable care, to protect the other party's Confidential Information from disclosure to a third party. Neither party shall use or disclose the Confidential Information of the other party except as expressly permitted under this Agreement or by applicable law. All right, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of the disclosing party. The terms of this Agreement are Confidential Information of Voiceable.

  15. Reference Customer. Voiceable may use Customer’s name and logo on its website and in its promotional materials to state that Customer is a customer of Voiceable, but will not imply that the parties are affiliated. 

  16. Independent Contractors. The parties are independent contractors. Nothing in this Agreement shall create a partnership, joint venture, agency, or employment relationship between the parties. Neither party may make, or undertake, any commitments or obligations on behalf of the other.

  17. Assignment. This Agreement and any rights or obligations hereunder: (i) may not be transferred or assigned by Customer without the prior written consent of Voiceable which may not be unreasonably withhold; but (ii) may be transferred or assigned by Voiceable. Subject to the foregoing conditions, this Agreement shall be binding upon and inure to the benefit of each party and its respective assigns. Any prohibited assignment shall be null and void.

  18. Notice. Unless otherwise agreed to by the parties, any notice under this Agreement shall be in writing. Voiceable shall send all notices to Customer to the mailing and email addresses and contact person listed in the applicable quote. Customer shall send all notices to the mailing and email addresses and contact person listed in the quote, unless Customer has no quote with Voiceable in which case notices shall be sent to: 

      Voiceable Ltd.

      11 Ruth St., Haifa, Israel, 340416, Israel

      Attn: Gill Bar-Yoseph

      Email: gill@voiceable.co

 Notice shall be deemed to have been received by a party: (i) when delivered personally by hand (with written confirmation of receipt); (ii) on the business day sent, if sent by email, receipt confirmation requested, before 5pm (or on the next business day if sent after 5pm); or (iii) on the fifth (5th) business day after which such notice is deposited prepaid in the registered postal system. Either party may change its address for notice purposes upon issuance of notice thereof in accordance with this section.

  1. Governing Law and Jurisdiction. This Agreement shall be governed by the laws of the State of Israel, without regard to its conflict of laws provisions. All disputes arising out of this Agreement shall be subject to, and each party hereby consents to, the sole and exclusive jurisdiction of the competent courts located in Tel Aviv-Yafo. Notwithstanding the foregoing, Voiceable may seek injunctive or other equitable relief in any jurisdiction in order to protect its intellectual property rights.

  2. General. The headings used in this Agreement are for convenience only and shall in no case be considered in construing this Agreement. Any capitalized but undefined term in the quote shall have the meaning given to it in this Agreement. In the case of an inconsistency or contradiction between this Agreement and any quote, this Agreement shall prevail. This Agreement: (i) comprises the entire agreement between the parties regarding the subject matter hereof and supersedes and merges all prior understandings, oral and written, between the parties relating to the subject matter of this Agreement; and (ii) may only be modified by a writing that is mutually signed by both parties. Except for each party's payment obligations hereunder, neither party shall be liable for any failure to perform due to causes beyond its reasonable control. If any part of this Agreement is held by a court of competent jurisdiction to be illegal or unenforceable, the validity or enforceability of the remainder of this Agreement shall not be affected and such provision shall be deemed modified to the minimum extent necessary to make such provision consistent with applicable law and, in its modified form, such provision shall then be enforceable and enforced. No failure or delay in exercising any right hereunder by either party shall operate as a waiver thereof, nor will any partial exercise of any right hereunder preclude further exercise. 

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