- You must accept this Agreement before accessing and using the Service.
- By accessing the Service, you agree to be bound by these terms and conditions, and deemed to be a party to this, Agreement. If you do not agree with all of the terms and conditions of this Agreement, you may not be able to access the Service offered by the Platform.
- From time to time, we may need to make changes to this Agreement. We will notify you of any changes to this Agreement by posting them on the Website and you agree to be bound by the updated terms and conditions by continuing to access or by using the Service. If you do not agree with the revised Agreement, then you should immediately cease using the Service.
- In this Agreement, unless the context otherwise requires:
Authorised User means any of the personnel, contractors, agents or representatives of the Subscriber that the Subscriber has authorised to access and use the Service on its behalf.
Confidential information means all written and oral information provided by either party to the other that is not public knowledge. It is acknowledged and agreed that all information regarding the Service and the Software is our Confidential Information.
Customer Portal means your Stripe customer portal.
Effective Date has the meaning given to it in clause 4.1.
Platform means “Voxcoda”, a software provided as a service product configured and hosted by us for you pursuant to this Agreement, and which you (and your Authorised Users) are able to access via our Website.
Service means the Platform made available via the Website including, as applicable, configuration services, and access to and use of the Platform and Support Services. References to the Service in this Agreement shall be deemed to include a reference to the Platform.
Software means the Platform software (and any related software) that is owned (or licensed) by us and made available to you through the Service.
Subscriber means the person(s) who registers to access and use the Service and includes the entity for whom that person enters into this Agreement on behalf of.
Subscriber Data means any and all data (including any text or images and personal information) relating to you, and your Authorised Users that is entered into the Website or the Service directly by you or any Authorised User or indirectly as a result of the application of any rules contained in the Software.
Subscription Rate means our monthly charge for providing the Service to you, as amended by us from time to time.
Support Services means the standard access and support services provided by (or on behalf of) us in connection with the Service.
User Documentation means any printed or electronic documents supplied (or made available on the Website) by us relating to the Service and the Software, as updated by us from time to time.
We, us, or our means Company X Limited.
Website means www.voxcoda.com or such other site as notified by us from time to time.
you means either the Subscriber and as the context permits, includes the Authorised Users, and your has a corresponding meaning.
- In this Agreement, unless the context otherwise requires:
- Free trial
- Your eligibility to access and use the free trial offer is in our sole discretion.
- If you register for a free trial of our Service, your free trial starts immediately after your login credentials have been emailed to you by us. The free trial will continue for the term specified by us at the time you registered.
- We may send you a reminder 7 days prior to the end of your free trial period. At the end of the free trial, you will be emailed the information detailing the next steps to subscribe to the Service at the Subscription Rate, should you choose to.
- You may cancel your free trial at any time by contacting Customer Support.
- Subscription, Payment and Cancellation
- This Agreement shall be in effect from when you begin using our Service (Effective Date) and shall remain in effect until terminated in accordance with this Agreement.
- You will provide us with one or more payment methods and you authorise us to store and automatically charge your payment method(s) based on your selected plan (annual or monthly) at the then current Subscription Rate (as set by us from time to time) plus any applicable taxes or charges from the Effective Date until termination.
- In the event your primary payment method fails, we reserve the right to charge any other payment method provided by you. Should for any reason payment fail, we may suspend your access to the Service. You can edit your payment information anytime in your Customer Portal.
- We may change your plan’s rate each annual or monthly renewal term (as the case may be depending on your plan type), and we will notify you of any rate change with the option to cancel. If the applicable VAT or GST rate (or other included tax or duty) changes during your one-year term, we will accordingly adjust the tax-inclusive price for your plan mid-term on your next billing date.
- You acknowledge that by subscribing you are accepting the terms of the Agreement. You warrant that you have full capacity and authority to enter the Agreement whether on behalf of yourself, your employer or such other entity as applicable.
- We reserve the right, in our sole discretion, to change the Subscription Rate payable by you from time to time. We will give you reasonable notice of any said changes.
- For European Economic Area customers, your bank may require you to authenticate your initial purchase using a password, a one-time code sent to your mobile number, or biometric recognition. When you authenticate, you also authorize us to charge your payment method for your additional purchases without providing us further payment information or other instructions (i.e., we will initiate future payments independently). Such additional purchases may occur when we automatically charge your payment method in connection with a recurring subscription or when you change subscriptions.
- You may cancel this Agreement at any time by giving us written notice of your intention to do so at email@example.com. If you cancel within 14 days of your initial subscription, you’ll be fully refunded. Should you cancel after 14 days, we will charge you a lump sum amount of 50% of your remaining contractual term and for any outstanding downloaded minute charges. Your Service will continue until the end of that month’s billing period.
- Subject to compliance by you with this Agreement, we grant to you, a non-exclusive, non-transferable and non-assignable right for you to access and use the Service during the Term. You will not sell or otherwise commercially exploit the Service.
- We will provide the Support Services free of charge. However, if you wish to request additional support from us at any time, we may agree to provide such additional services, subject to our market rates at the time.
- You warrant that all information supplied by you and your Authorised Users to us via the Platform for the purposes of subscribing, accessing and using the Service is true, correct and up to date.
- Terminal equipment, communications links and systems compatibility (and all costs associated with such items) are your (or your Authorised Users) sole responsibility. We accept no responsibility for any unavailability of, or defects in, the Platform or the Service to the extent such unavailability or defects arise out of or in connection with terminal equipment, communications links or systems compatibility.
- Authorised Users
- You are responsible for keeping all access information, including email addresses and log-on
credentials, secret and secure. Without limiting the foregoing, you agree:
- not to disclose and to ensure that Authorised Users do not disclose their username or log-on credentials to any other person;
- to ensure that none of your Authorised Users (or any other person under your control) attempts to gain unauthorised access to the Service, including but without limitation, through hacking or password mining;
- to inform us immediately of any known or suspected unauthorised access to and use of the Service;
- you have sole responsibility for setting the administration privileges of each Authorised User and for monitoring whether those privileges are being adhered to; and
- to ensure that the Authorised Users use most up to date resources or information on the Platform.
- You must notify each Authorised User of the terms of this Agreement and ensure that each of them strictly complies with these terms. You shall be responsible (and liable) for any failure of any Authorised User to comply with the terms of this Agreement (as if it were a breach by you of this Agreement).
- You are responsible for keeping all access information, including email addresses and log-on credentials, secret and secure. Without limiting the foregoing, you agree:
- Restrictions on use
- In respect of your (and your Authorised Users) access to and use of the Service you will comply (and will ensure your Authorised Users comply) with, all User Documentation, applicable laws, rules and regulations, together with all instructions, guidelines, procedures and policies notified by us from time to
- You must not (and must ensure your Authorised Users do not):
- use the Service in a manner that may damage, disable, overburden or impair either the Service or the networks connected to the Service;
- modify, translate, reverse engineer, decompile, disassemble or create derivative works of the Service (or any part of them) or otherwise attempt to: (i) defeat, avoid, by-pass, remove, deactivate or otherwise circumvent any software protection mechanisms in the Service (or any part of it), including, without limitation, any such mechanism used to restrict or control the functionality of the Service; or (ii) derive the source code or the underlying ideas, algorithms, structure or organisation form of the Service (or any part of it); or
- distribute through the Service any attachments, documents or files that: (i) infringe on any copyright, patent, trade secret, trademark or other third party proprietary rights; (ii) violate any law, statute, ordinance or regulation; (iii) are defamatory, libellous or obscene; or (iv) contain viruses, trojan horses, worms, time bombs, or other harmful programming routines.
- We may at our discretion use technology (including digital rights management protocols) or other means to protect the Service or to prevent you from breaching this Agreement.
- You may not access the Service, except with our prior written consent for the sole purposes of monitoring its availability, performance or functionality, or for any other benchmarking or purposes.
- Ownership and Intellectual Property Rights
- Subject to clause 3, title and associated intellectual property rights in the Subscriber Data remain your (or, as applicable, the relevant Authorised User’s or third party’s) property.
- Subject only to your rights in the Subscriber Data (as specified in clause 1):
- the Service, Platform, Website and Software are protected by copyright and other intellectual property rights (whether registered or unregistered, as applicable) and are proprietary and confidential to us (or our third-party licensors and/or suppliers); and
- all rights, title and interest in and to the Service, Platform, Website and Software, including associated intellectual property rights, are and will remain vested in us or our third party licensors or suppliers (as applicable).
- To the extent that you are using our Service, we grant you a limited, non-exclusive, and non-transferrable licence to use the Software only to the extent necessary to receive the voice-converted products, subject to the terms and conditions set out in this Agreement and all applicable laws. Where the amount of synthesized content provided via the Software and the corresponding downloaded minutes in respect of that content (in any single instance of use), differs 30% or more, we may (in our sole discretion and in addition to any other rights or remedies under this Agreement), suspend or otherwise immediately terminate your access and subscription account.
- Beyond the rights expressly granted in this Agreement, nothing contained in this Agreement confers on you any right or interest in, or licence or permit to use, any of the intellectual property rights in the Service, Platform, Website or Software.
- You acknowledge and agree that:
- no obligation, warranty, undertaking or promise made by us in this Agreement shall apply in respect of any third-party software accessed and used by you (or us for the purposes of fulfilling our obligations under this Agreement); and
- you shall comply (in all respects) with any restrictions of use in any agreement entered into in respect of any third party software used in connection with (or incorporated into) the Service.
- You will not remove any trade mark or copyright notice from any tangible item obtained via the Service.
- Subscriber Data
- You acknowledge that we are not responsible for, and have no liability in respect of, the Subscriber Data, loss or corruption of the Subscriber Data, or how you or any of your Authorised Users use the Subscriber Data or the Service. You are solely responsible for the Subscriber Data and we reserve the right to remove from our servers any content that may expose us to potential liability.
- You grant a non-exclusive licence to us in respect of all Subscriber Data to the extent necessary to
provide the Service and exercise our rights under this Agreement. To avoid doubt you acknowledge and
agree that we may access, view, or listen to Subscriber Data as provided for under this Agreement
including but not limited the following purposes:
- respond to feedback or support requests;
- detect, prevent or otherwise address fraud, security, legal or technical issues;
- enforce the terms of this Agreement; or
- to rectify issues brought to our attention.
- You grant to us a non-exclusive royalty free world-wide and irrevocable licence permitting us to copy, anonymize, aggregate, process and display Subscriber Data to derive anonymous statistical and usage data, and data about the functionality of the Service, provided such data cannot be used to identify you or your Authorised Users (Anonymous Data), for the purposes of combining or incorporating such Anonymous Data with or into other similar data and information available, derived or obtained from other customers, licensees, users, or otherwise (when so combined or incorporated, referred to as Aggregate Data), so as to permit us to provide and/or improve the performance of our services. We are and will be the owners of all rights, title and interests in and to the Aggregate Data.
- You warrant and represent that:
- you have the right to grant the licence in clause 3 in respect of all Subscriber Data, and inputting the Subscriber Data in the manner anticipated by the Agreement and the Service; and
- use of the Subscriber Data by us, you or any Authorised User in connection with the Service will not breach any laws or the intellectual property rights of any person.
- You are solely responsible for maintaining a copy of all Subscriber Data. We have in place for our own purposes policies and procedures to prevent data loss (and recovery) but we do not make any guarantee around loss of any Subscriber Data and, as such, we expressly exclude any liability for any loss or corruption of any Subscriber Data.
- Third party websites and material
- The Platform and the Service may contain links to other websites or resources over which we do not have control (External Websites). Such links do not constitute an endorsement by for us for those External Websites. You acknowledge that the Platform is providing these links to you as a convenience, and you further agree that we are not responsible for the content of any External Websites. Your (and your Authorised Users’) use of the External Websites is entirely at your own risk and is subject to the terms and conditions of use and privacy policies located on the External Websites.
- Termination and suspension
- Unless terminated under this clause, this Agreement and your right to access and use the Service:
- starts on the Effective Date; and
- continues until you cancel or we terminate your access to and use of the Service in accordance with the terms of this Agreement.
- We may immediately terminate this Agreement (or, in our discretion, suspend the provision of the
- you fail to comply with any material term of this Agreement;
- you (or any of your Authorised Users or personnel) breach, or attempt to breach, any of our security protocols or systems on the Website, or access (or attempt to access) an account that does not belong to you;
- required by law; or
- we consider it necessary or desirable to do so to protect our interests or reputation or the interests of the Service or any other person.
- We may also suspend access to the Website and the Service at any time:
- for such time as is necessary to carry out maintenance determined by us to be necessary or desirable;
- to reduce or prevent interference with the Website or the Service;
- if required to do so as a result of a direction by any Government, law enforcement or other authority.
- Upon termination of this Agreement (for any reason):
- you must immediately cease (and ensure all Authorised Users’ cease) to access the Service;
- all of your Subscriber Data, other than Anonymous Data or Aggregate Data, shall be deleted from the Website;
- any termination will be without prejudice to any prior breaches by you (or any of your Authorised Users) of this Agreement; and
- any provision of this Agreement intended to survive termination shall survive.
- Unless terminated under this clause, this Agreement and your right to access and use the Service:
- Updates and new versions
- We may, but are not required, provide updates to or new versions of the Software or Service (or any parts of them) and reserve the right to take down applicable servers hosting the Website and the Software to undertake such updates or install such new versions. You agree to comply with our instructions in relation to any update, new version or maintenance and we will not be held liable for any upgrade, update, maintenance or new version of the Software or Service (or any part of them).
- Records and audit
- You will maintain full, accurate and up to date records of all of your (and your Authorised Users’) access to and use of the Service.
- You will provide us with access to your records, personnel and Authorised Users and such other information as its reasonably requested by us to enable us to confirm your (and your Authorised Users’) compliance with this Agreement.
- Subject to the terms of this Agreement, we will use commercially reasonable efforts to ensure that the Service is accessible by you and your Authorised Users in accordance with this Agreement.
- We do not represent that the Service or any Platform is error-free or will satisfy your requirements. Nor do we provide any warranties in respect of the accuracy, completeness, timeliness or supply of information via the Website or the Platform. Our obligation in clause 1 is in lieu of all other warranties in respect of the Website, the Service or the Platform. To the maximum extent permitted under applicable law, all other warranties, condition and representations, whether express, implied or verbal, statutory or otherwise, and whether arising under this Agreement or otherwise, are excluded (including, without limitation, the implied warranties of merchantability, non-infringement and fitness for a particular purpose).
- We do not warrant, represent or guarantee that the Website or the Service will be free from viruses, trojan horses, worms, time bombs, or any other harmful programming routines.
- If you are in trade, you agree the Service is acquired for the purposes of a business, and as such, to the extent permissible by law, the guarantees and warranties provided under the New Zealand Consumer Guarantees Act 1993 and Fair Trading Act 1986 respectively do not apply. You acknowledge and agree the exclusions provided under this clause are fair and reasonable.
- Liability and indemnity
- If we do become liable to you in connection with this Agreement, then to the extent permitted by law, all claims by you against us whether in contract, equity, tort (including negligence), breach of statutory duty or otherwise) or any other theory of liability are limited to NZD$100.
- Under no circumstances will we or our third party licensors, suppliers or resellers (or any of their directors, officers or employees) be liable, whether in contract, equity, tort (including negligence, breach of statutory duty or otherwise) or any other theory of liability for any direct or indirect: loss of profits, loss of revenue, liabilities or claims relating to your reliance on the output of the Platform; loss of data (including any Subscription Data), breach of security or privacy, loss of anticipating savings; or for any indirect, special or consequential loss whatsoever.
- You acknowledge and agree that we shall have no liability to you or any Authorised User in connection with any action (or inaction, as the case may be) taken by an Authorised User as a result of its interaction with the Platform.
- You will indemnify and hold us, our third party licensors, suppliers (and their directors, officers and employees), harmless from all claims, liabilities, damages, losses (including legal fees) and expenses, due to or arising out of your (or any of your personnel or Authorised Users’) use of the Service, and/or any breach of any term of this Agreement by you or any of your Authorised Users.
- You will not license, assign, resell, share, pledge, rent or transfer any of your rights under this Agreement or any part of them without our prior written consent (which may be withheld in our absolute discretion). Any change of control in your corporate entity will be deemed an assignment. We may assign this Agreement at any time.
- You acknowledge that information transmitted over the internet is inherently insecure. However, we collect and process your personal information and personal information of your Authorised Users when you (or your Authorised Users, as applicable) access or use the Website and/or the Service. In order to provide you with the Service (and improve on it), we may also collect certain information about the performance of the Website and the Service and your (and your Authorised Users’) use of the Website and/or the Service.
- You must comply with all privacy laws (including the NZ Privacy Act 2020) in connection with your collection and use of any personal information of any person. You will not (and will ensure your Authorised Users do not) use the Service: (i) to collect personal information about third parties, including without limitation, e-mail addresses; or (ii) in a way that violates (or may be considered inconsistent with) the privacy, rights or civil liberties of any person (including in a way that prevents the exercise of them).
- You acknowledge and agree that we may store your data in any countries in the world, including but not
limited to New Zealand, Australia, Singapore or the United States of America.
- If we process the personal information of your end users as part of the Service, you are responsible for providing legally adequate privacy notices to and obtaining necessary consents for the processing of such information from such end users. You represent to us that you have provided all necessary privacy notices and obtained all necessary consents from the end users. You are also responsible for notifying us in the event that any personal information of your end users must be deleted under any applicable law.
- Unless otherwise consented in writing by one party to the other, each party will maintain the
confidentiality of all Confidential Information of the other obtained pursuant to this Agreement. The
provisions of clause 1 do not apply to any information which:
- is public knowledge other than breach of this clause 17;
- is received from a third party who is in lawful receipt of the information and is able to disclose it to the recipient without restriction;
- is required by law to be disclosed; or
- is necessary for us to disclose in order to provide the Service.
- Unless otherwise consented in writing by one party to the other, each party will maintain the confidentiality of all Confidential Information of the other obtained pursuant to this Agreement. The provisions of clause 1 do not apply to any information which:
- Force majeure
- We will not be liable for any delay or failure to fulfil our obligations under this Agreement arising directly or indirectly from any circumstance beyond our reasonable control (including, without limitation, acts of God, flood, earthquake, storm, fire, epidemic, pandemic, war, embargoes, riot or civil disturbance).
- Where a dispute relating to this Agreement or the Service (Dispute) arises, you (or your representative) will negotiate in good faith with us in an attempt to resolve the Dispute amicably.
- Where the Dispute cannot be resolved by way of good faith negotiations within 14 days (or such longer period agreed by you and us) of negotiations commencing, either party can elect to immediate steps to seek urgent injunctive relief before an appropriate court.
- Any problems that occur whilst accessing the Website or the Service (or any other correspondence with us) should be notified in writing to firstname.lastname@example.org at your earliest convenience.
- Any notices to be provided by us to you pursuant to this Agreement shall be made by either posting such notice on the Website or emailing you at the email address you supplied to us for the purposes of opening your account on the Website.
- Nothing express or implied in this Agreement shall be construed as constituting either party as the partner, agent, employee, office or representative of, or as a joint venture with, the other party, and neither party will make any contrary representation to any other person.
- If any of provision of this Agreement is determined to be illegal, invalid or otherwise unenforceable, then to the extent, it shall be severed and deleted from these terms and the remaining terms shall survive and continue to be binding and enforceable.
- No delay, neglect, or forbearance on the part of either party in enforcing against the other party any term or condition of the Agreement shall either be or be deemed to be a waiver or in any way prejudice any right of that party under the Agreement.
- This Agreement constitutes the entire agreement between the parties with respect to the use of the Service and supersedes all prior or contemporaneous understandings regarding such subject matter.
- These terms and conditions are to be construed and governed by the laws of New Zealand and the parties submit to the exclusive jurisdiction of New Zealand in respect of any disputes or claims arising out of or in connection with the Service. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.