PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THE VOXME SOFTWARE BY VOXME SOFTWARE INC. (“VOXME”). BY ACCESSING OR USING THE VOXME SOFTWARE IN ANY MANNER, YOU (“YOU”) AGREE TO BE BOUND BY THESE TERMS (TOGETHER WITH YOUR SERVICE AGREEMENT, THE “AGREEMENT”) TO THE EXCLUSION OF ALL OTHER TERMS. YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT; IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ORGANIZATION OR ENTITY, REFERENCES TO “YOU” IN THIS AGREEMENT, REFER TO THAT ORGANIZATION OR ENTITY. IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE VOXME SOFTWARE IN ANY MANNER.
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Terms and Conditions
- Voxme Software. Subject to Your payment of all applicable charges and fees as may be reflected in your Service Agreement, You may access and use the Voxme Software in accordance with this Agreement. Your access and use of the Voxme Software is subject to the entitlements and limitations specified in Your Service Agreement.
- Acceptable Use. You may use this web site to obtain information about Voxme Software Inc. products, and to communicate with Voxme Software Inc. Registered users may also use this site to upgrade their software. Any other use is prohibited without the express written consent of Voxme Software Inc.
- Third Party Software/Services. You are responsible for obtaining and maintaining any equipment and/or any ancillary services needed to connect to, access or otherwise use the Voxme Software.
- Restrictions. You and Your users will not (and will not authorize or enable anyone else to) do any of the following: (a) to sublicense the Voxme Software to a third party, (b) use the Voxme Software on behalf of, or to provide any product or service to, third parties, (c) interfere with or otherwise circumvent mechanisms in the Voxme Software intended to enforce the usage limits set forth in a Service Agreement; (d) use the Voxme Software to develop a similar or competing product or service, (e) reverse engineer, decompile, disassemble, or seek to access the source code or non-public APIs to the Voxme Software, except to the extent expressly permitted by applicable law (and then only with prior written notice to Voxme), (f) modify or create derivative works of the Voxme Software or copy any element of the Voxme Software, (g) remove or obscure any proprietary notices in the Voxme Software, (h) test the vulnerability, performance, bandwidth or capacity of, or otherwise interfere with or disrupt the integrity or performance of the Voxme Software, (i) transmit any viruses, illegal content or other harmful materials to the Voxme Software or (j) publish benchmarks or performance information about the Voxme Software.
- Suspension. Voxme may suspend Your access to the Voxme Software if Your actions risk harm to other customers or to the security, availability or integrity of the Voxme Software. Voxme may also suspend Your use of the Voxme Software for failure to make payments due hereunder. Voxme will provide You with prior notice of suspension whenever practicable. If Voxme has suspended pursuant to this Section, once You resolve the issue requiring suspension, Voxme will restore Your access to the Voxme Software in accordance with this Agreement.
- Ownership. Neither party grants the other any rights or licenses not expressly set out in this Agreement. Except for Voxme’s use rights in this Agreement, as between the parties, You retain all intellectual property and other rights in Your data as provided to Voxme. Except for Your use rights in this Agreement, Voxme and its licensors, suppliers, contractors, and subcontractors retain all intellectual property and other rights in the Voxme Software and Voxme technology, templates, formats, dashboards or data, including any modifications or improvements to these items made by Voxme. If You provide Voxme with feedback or suggestions regarding the Voxme Software, Voxme may use the feedback or suggestions without restriction or obligation.
- Effect of Termination. Upon any expiry or termination of this Agreement, Your access to the Voxme Software will cease. If You require a return of Your data, upon Your prior written request, Voxme will return Your data in a format that is convenient to Voxme. In the absence of such a request by You, Voxme will delete Your data in Voxme’s possession or control.
- Confidential Information
“Confidential Information” means information disclosed under this Agreement that is designated by the disclosing party as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. Voxme’s Confidential Information includes the terms and conditions of this Agreement and any technical or performance information about the Voxme Software, including that of Voxme’s licensors, suppliers, contractors, and subcontractors. Your Confidential Information includes Your data.
As receiving party, each party will (a) hold in confidence and not disclose Confidential Information to third parties except as permitted in this Agreement, or as may be required by Voxme in order for You to use the Voxme Software, and (b) only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement. The receiving party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know, provided it shall remain responsible for their compliance with this Section.
These confidentiality obligations do not apply to information that the receiving party can document (a) is or becomes public knowledge through no fault of the receiving party, (b) it rightfully knew or possessed prior to receipt under this Agreement, (c) it rightfully received from a third party without breach of confidentiality obligations, or (d) it independently developed without using the disclosing party’s Confidential Information. The receiving party may disclose Confidential Information if required by Law, subpoena or court order, provided (if permitted by applicable law) it notifies the disclosing party in advance and cooperates in any effort to obtain confidential treatment.
- Limitation of Liability.
Except for Your indemnification obligations in Section 9, neither party (nor its licensors, suppliers, contractors, and subcontractors) will have any liability arising out of or related to this Agreement for any loss of use, lost data, lost profits, failure of security mechanisms, interruption of business, or any indirect, special, incidental, reliance or consequential damages of any kind, even if informed of their possibility in advance.
Except for Your payment obligations and your indemnification obligations in Section 9, each party’s (and that of its licensors, suppliers, contractors, and subcontractors) entire liability arising out of or related to this Agreement will not exceed in aggregate the amounts paid or payable by You to Voxme under this Agreement during the 12 months immediately prior to the event first giving rise to the liability
The waivers and limitations in this Section apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.
THE VOXME SOFTWARE IS PROVIDED “AS IS”. VOXME (INCLUDING ITS LICENSORS, SUPPLIERS, CONTRACTORS, AND SUBCONTRACTORS) MAKE NO WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND VOXME EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. VOXME DOES NOT WARRANT THAT YOUR USE OF THE VOXME SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT VOXME WILL REVIEW YOUR DATE FOR ACCURACY OR THAT IT WILL MAINTAIN YOUR DATA WITHOUT LOSS. VOXME IS NOT LIABLE FOR DELAYS, FAILURES OR PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE VOXME’S CONTROL. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT ANY STATUTORILY REQUIRED WARRANTIES WILL BE LIMITED TO THE SHORTEST LEGALLY PERMITTED PERIOD. YOU ARE RESPONSIBLE FOR ENSURING THAT THE VOXME SOFTWARE IS SUITABLE FOR ITS OWN PURPOSES.
- Indemnity. You will defend Voxme from and against any third party claim to the extent alleging that Your data or the provision of Your data to Voxme infringes a third party’s proprietary or privacy rights or violates applicable law, and will indemnify and hold harmless Voxme against any damages or costs awarded against Voxme (including reasonable attorneys’ fees) or agreed in settlement by You resulting from the claim.
- Assignment. Neither party may assign or transfer any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other. Notwithstanding the foregoing, Voxme may assign or transfer this Agreement in its entirety (including all Service Agreements hereunder), in connection with a merger, reorganization, or sale of all or substantially all assets or equity with respect to this Agreement. Any attempted assignment in breach of this Section shall be void. This Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
- Force Majeure. Neither party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) due to events beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, Internet or utility failures, refusal of government license or natural disaster.
- Independent Contractors. The parties are independent contractors, not agents, partners, or joint venturers.
- Severability. If any term or provision of this Agreement shall be held by a court to be invalid, illegal or unenforceable, all of the other terms and provisions hereof shall remain in full force and effect, except that if the provision or term held to be invalid, illegal or unenforceable is also held to be a material part of this Agreement such that the party in whose favour the material term or provision was stipulated herein would not have entered into this Agreement without such term or provision, then the party in whose favour the material term or provision was stipulated shall have the right, upon such a holding, to terminate this Agreement.
- Governing Law, Jurisdiction and Venue. This Agreement shall be construed, interpreted and enforced in accordance with, and the respective rights and obligations of the parties shall be governed by, the laws of the Province of Ontario (and the federal laws of Canada applicable therein), without regard to its choice of law principles and without regard to the United Nations Convention on the International Sale of Goods. Jurisdiction and venue shall be in Toronto, Ontario.
- Notices. Notices and consents under this Agreement must be in writing to the addresses indicated in the Service Agreement. Either party may update its address with notice to the other party. You are responsible for keeping your email information up to date.
- Entire Agreement. This Agreement (which includes the Service Agreements) is the parties’ entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. In the event of a conflict, the body of this Agreement will control over any Service Agreement. In this Agreement, headings are for convenience only and “including” and similar terms are to be construed without limitation.
- Survival of Terms. All rights and obligations which by their nature extend beyond the expiry or earlier termination of this Agreement, shall survive the expiry of the expiry or the earlier termination of this Agreement and shall remain in force until such time as the parties may mutually agree to the release of the obligations contained therein. No termination of this Agreement by any party shall affect the rights and obligations of any party which have accrued as of the date of such termination.
Software Upgrade Policy
Voxme may offer discounted or free upgrades from time to time. If you have purchased software under the terms of an upgrade policy and are within the term of said upgrade policy, you can request an upgrade online.
At Voxme Software Inc., we respect your right to privacy. We will never under any circumstances sell or otherwise pass on your name and e-mail information to a third party.
What information do we collect? When you purchase software from Voxme Software Inc., we collect personal information to allow us to fulfill your order and provide technical support services. Information we collect may include your name, billing address, telephone number, e-mail address.
What do we do with this information? Only Voxme Software Inc. has access to customer's information. We will not give or sell your private information to any outside company for any purpose without your express consent.
We will use the information provided to us to notify you of important product and service announcements.
Security of Information Voxme Software Inc. will take reasonable precautions to protect your personal information from loss, misuse, unauthorized access, disclosure, unauthorized alteration, destruction or other malfeasance.
Further Information for Citizens of the European Union (EU) The EU has adopted a privacy directive substantially regulating the privacy rights of citizens of the countries of the European Union. Voxme Software Inc. therefore provides Citizens of the EU the following information:
Voxme Software Inc. is located in Canada. Any information that you provide to us will be transferred out of the EU to Canada. By providing personal information to us, you are consenting to its storage and use as described herein.