1.1 Voice AI Holdings Inc (USA registration number 7434465) and Voice AI Pty Ltd (Australian Company Number 654124991), collectively VoiceAI, operate a number of Sites for the provision of Products.
1.2 By accessing or using these Sites and/or using the Products supplied by VoiceAI, you agree to be bound by the following terms and conditions (Terms).
1.3 VoiceAI provides the Products and the information on the Sites in accordance with these Terms together with any additional terms, conditions, notices or disclaimers placed on the Sites from time to time. Your use of the Products and access to the information and materials provided on the Sites is conditional upon your acceptance and compliance with these Terms.
In these Terms, unless the context or subject matter otherwise requires:
Account means the Account allocated to you by VoiceAI to enable you to access and utilise the Products.
API means the application programming interfaces developed and enabled by VoiceAI that permits you to upload information to be processed by the Service, including without limitation, any other mechanisms that enables you to interact with a Service instance interactively or automatically through HTTP requests.
Authorisation Code means the username name, password code, access key and/or API key provided to you by VoiceAI upon activation of your Account to enable you to access and utilise the Products.
Confidential Information means any information, forms, specifications, processes, statements, trade secrets, drawings and data (and any copies or extracts made of or from that information and data) concerning:
a) the operations and dealings of a party in carrying on its business;
b) the organisation, finances, customers, markets, suppliers, Intellectual Property and know-how of the party; and
c) the operations and transactions of parties which is not in the public domain except by the failure of a party to perform and observe its obligations under these Terms or which has been obtained through the provision of the Products.
Conversation Pipeline Service means the service that accesses customer data for the purpose of sending it to the VoiceAI Service, and includes, where appliable, the provision by VoiceAI storage accounts for use by the customer to upload data to make it available to VoiceAI.
Databridge Service means the service that provides customers with access to the VoiceAI database where the customer may retrieve its data that is produced by the Products, and includes any templates, formulae, algorithms or applications that accesses the VoiceAI database. Any new or modified features added to or augmenting or otherwise modifying the Databridge Service or other updates, modifications or enhancements to the Databridge Service (“Databridge Updates”) are also subject to these Terms and VoiceAI reserves the right to deploy Databridge Updates at any time.
Deactivate or Deactivated means the permanent forfeiture and removal of an Authorisation Code from a customer upon deregistration or termination of the Products.
Documentation means any written or electronic documentation, images, video, text or audio specifying the functionalities of the Products provided or made available by VoiceAI to you through the Sites or otherwise.
Fees means the Subscription Fee and Usage Charges for the provision of applicable Products specified in the Fees and Charges Table, as amended from time to time.
Fees and Charges Table means the applicable fees and any other charges or payments for the Products as provided to a customer or posted on the Sites, as amended from time to time.
GUI means the graphical user interface provided by VoiceAI that permits you to interact with a Product instance.
Help Desk Support Services means professional services provided by the VoiceAI help desk to assist you in utilising the Products or in troubleshooting problems with the Products or any processes.
Intellectual Property means any intellectual or industrial property including without limitation any patent, trademark or service mark, copyright, design, business name, trade secret, know-how or business process or system.
Minimum Contract Term Subscription Service means a Subscription Service with a specified minimum or fixed contract period.
Personal Information means information obtained by you through the use of the Products (including but not limited to information embodied in a Recording) which falls under the definition of Personal Information or similar term within the relevant Privacy Act.
Privacy Act means, where applicable, the California Consumer Privacy Act (CCPA), the European Union General Data Protection Regulation (“GDPR”), or the Australian Privacy Act 1988 (Cth); or where not applicable, the legislation operating within the state or country where the Products are provided that is broadly consistent with the GDPR.
Recording means a sound recording made in any form or medium of a conversation whether external or internal and whether incoming or outgoing.
Products means the following, as amended by VoiceAI, from time to time:
a) use of the VoiceAI Service;
b) use of the Wordbench Service;
c) use of the Databridge Service;
d) use of the Conversation Pipeline Service
e) use of the Help Desk Support Service; and
f) all other services or goods supplied in any other form or medium by VoiceAI and/or its agents, resellers and suppliers, as listed in the applicable Fees and Charges Table and/or posted on the Sites from time to time.
Sites means any site or related site within the tmacomms.com, calljourney.com, voice.ai, domains that VoiceAI operate.
Software means software provided by VoiceAI that allows you to use any functionality in connection with a Product.
Subscription Fee means the applicable fee payable monthly or annually for the provision of the Subscription Service but not including any additional Usage Charges for all other Products or goods supplied to you by VoiceAI.
Subscription Service means the service that provides the Products for which the Subscription Fee applies.
VoiceAI Service means the voice and text analytics application provided by VoiceAI, including, individually and collectively, Software, the API, the GUI, and any Documentation, which analyses audio recordings, emails, chat and other transcripts for words, emotion, sentiment and other related metadata.
Usage Charge means a charge (separate from a Subscription Fee) as set out in the Fees and Charges Table for the provision of Products or goods supplied to you by VoiceAI.
WordBench Service means the voice analytics application provided by VoiceAI, including, individually and collectively, Software, the API, the GUI, and any Documentation. Any new or modified features added to or augmenting or otherwise modifying the WordBench Service or other updates, modifications, or enhancements to the WordBench Service (“Wordbench Updates”) are also subject to these Terms and VoiceAI reserves the right to deploy Wordbench Updates at any time.
Your Data means all audio data, emails and/or transcripts in electronic form submitted to the Products by you in connection with your use of the Products.
3.1 By using the Sites or any of the Products, you warrant and acknowledge to VoiceAI that:
a) your registration details are correct and you will maintain their currency by notifying VoiceAI of any changes;
b) you will not use nor allow others to use the Products or any Recording or Personal Information for any purpose other than for which it was recorded or collected, or as permitted by Law;
c) you will at all times comply with the Law and only use the Products for your personal use or internal business requirements and not on behalf of any other person;
d) you will comply with all reasonable instructions issued by VoiceAI with respect to the use of the Products;
e) you are solely responsible for giving any party to a telephone conversation that is subject of a Recording any and all necessary warning(s) or notice(s) of the Recording and the use that will or may be made of the Recording and the Personal Information and other information contained therein, and obtaining the express or implied consent of all parties to the call as required by Law;
f) you will secure Recordings and Personal Information against misuse, loss, unauthorised use, modification or disclosure and destroy or permanently de-identify Personal Information if no longer needed for any purpose for which the information may be used or disclosed, as authorised or as required by Law;
g) you will notify VoiceAI immediately once you become aware of any unauthorised use of the Products; and
h) you have made your own enquiries regarding your obligations under the law (including, but not limited to, whether the relevant Privacy Act is applicable to you) and that VoiceAI has no obligation to advise you of such obligations.
4.1 Subscription Fees, Charges and Payment
a) In consideration for VoiceAI providing the Products, you shall pay and VoiceAI, its agents or resellers, shall receive the applicable Fees.
b) The applicable Fees shall be the amounts stipulated in the Fees and Charges Table, as amended from time to time.
c) You will only be able to access such Products to the extent that you have prepaid any applicable Subscription Fee on your Account unless alternative payment terms have been agreed.
d) Unless otherwise provided, the Subscription Fee shall be paid monthly or annually in advance, the first payment to be made on or before your registration and activation of your prepaid Account.
e) You will only be able to use the Products provided your Account balance for invoiced Fees on Products have been paid in full by the due date on the invoice.
f) In addition to your Subscription Fee, any Usage Charges as set out in the Fees and Charges Table that are payable shall be billed on the following months’ invoice and shall be payable by the due date on that invoice.
g) If you do not pay the invoiced Fees when due, VoiceAI shall, without prejudice to all or any of its other rights and remedies, have the right to:
i. charge you an administrative fee (such fee will be notified to you on the invoice or otherwise) to cover VoiceAI’s reasonable expenses and costs incurred in enforcing any failure or delay in your payment;
ii. charge interest on any overdue amount at 5%, calculated from the time such amount falls due until it is received in full; and/or
iii. suspend or Deactivate the Products if your Account is outstanding for at least 14 days from the due date on the invoice. If VoiceAI suspends or Deactivates the Products, it may charge you a suspension fee, cancellation fee and/or reconnection or reactivation fee (such fee will be notified to you on the final invoice or otherwise). Reconnection or reactivation of the Products is subject to payment of the reconnection or reactivation fee.
h) If you default in payment of any invoice when due, you shall indemnify VoiceAI from and against all loss and damage in respect of any recovery action including without limitation all solicitors’ fees (on an indemnity basis), commercial agents’ commission, out of pocket expenses, bank fees, insurance, and interest.
Any prices or charges referred to in these Terms and/or in any quotation are exclusive of any applicable goods, services, sales, value added and any other similar taxes unless stated otherwise. The total price payable by you for the Products is subject to any applicable goods, services, sales, value added and any other similar taxes.
4.3 Force Majeure
If any circumstance, matter or thing beyond VoiceAI’s control (including, but not limited to, strikes, lock outs, acts of terrorism, fire, flood or drought) VoiceAI is unable to supply the Products in whole or in part then it will be relieved of that obligation to the extent and for the period that it is so unable to perform and will not be liable to you in respect of such inability.
4.4 User Responsibilities
a) In using any of our Products you are responsible for your actions and the actions of any person you have authorised to use our Products through your Account.
b) You are responsible for all charges incurred from the use of your Account.
c) If you act recklessly or irresponsibly in your use of our Products or your actions endanger any person or the integrity or security of our network, systems or equipment, your access may be restricted, suspended or terminated without prior notice.
d) You agree that you will not use, attempt to use or allow the Products to be used to:
i. store, send or distribute any content or material which is restricted, prohibited or otherwise unlawful under any applicable Law, or which is likely to be offensive or obscene to a reasonable person;
ii. store, send or distribute Confidential Information, copyright material or other content which is subject to third-party Intellectual Property rights, unless you have a lawful right to do so;
iii. do anything, including store, send or distribute material which defames, harasses, threatens, abuses, menaces, offends violates the privacy of or incites violence or hatred against, any person or class of persons, or which could give rise to civil or criminal proceedings;
iv. do any other act or thing which is illegal, fraudulent or otherwise prohibited under any Law or which is in breach of any code, standard or content requirement of any other competent authority;
v. do anything, including store, send or distribute material, which interferes with other users or restricts or hinders any person from accessing or using any of the Products;
vi. store, send or distribute any viruses or other harmful programs or material;
vii. send or distribute unsolicited advertising, bulk electronic messages or otherwise breach your spam obligations set out in these Terms, or overload any network or system including our network and systems;
viii. use another person’s name, username or password or otherwise attempt to gain access to the Account of any other customer;
ix. authorise, aid, abet, encourage or incite any other person to do or attempt to do any of the above acts; and
x. in the case of unlimited plans, excessively use the service in a manner which may hinder or prevent us from providing services to other customers or which may pose a threat to the integrity of our network or systems.
VoiceAI will keep your recordings and data for one year, after which they may be deleted, unless an alternative retention policy has been agreed with you.
5.1 Provided that you comply with your payment and other obligations under the Terms, Help Desk Support Services will be provided as part of your registration whereby you will be provided with advice and assistance in connection with the use of the Products through email or online methods.
5.2 Where you require assistance, VoiceAI will use reasonable efforts to provide an initial response as soon as practicable after a request from you.
5.3 You shall co-operate fully with VoiceAI’s personnel in the diagnosis of any alleged non-conformity of the Products.
a) VoiceAI may, without liability and with immediate effect, suspend the Products:
i. if VoiceAI has given you notification that a Product is being used for a purpose which does not comply with these Terms;
ii. to comply with any lawful order, direction or determination of any regulatory body with jurisdiction over VoiceAI or the Products and that in the event this occurs, you will not be entitled to any refund for any prepaid Subscription Fees nor will VoiceAI be liable for any loss or damage to you or any third-party clients or end users of your business;
iii. to perform necessary maintenance or other service work in connection with the Products;
iv. if you excessively use the capacity or resources of our network in a manner which may hinder or prevent us from providing Products to other customers or which may pose a threat to the integrity of our network or systems; or
v. if your Account with VoiceAI is not in credit or in sufficient credit to meet liability for payment of applicable Fees.
6.2 Cancellation by You
a) If you have a Subscription Service, you must give VoiceAI written notice that you wish to cancel your Subscription Service or, where available, you may cancel your Subscription Service by logging into your Account and selecting the cancellation button.
b) If you have a Minimum Contract Term Subscription Service and you wish to cancel during the minimum contract term then the remainder of the term on your Minimum Contract Term Subscription Service will be invoiced to you and must be paid out in full for your Cancellation or Deactivation to be effective.
Without prejudice to its other rights, VoiceAI may terminate its provision of the Products to you immediately on written notice to you and/or your access to the Sites if:
a) you commit a breach of these Terms that is capable of being remedied and you do not rectify the breach within 5 days of being notified in writing of the breach;
b) you commit a breach of these Terms and Conditions that is not capable of being remedied;
c) an event occurs which results in VoiceAI being unable, in its reasonable opinion, to continue to provide the Products to you (such as a change in any Law);
d) you become insolvent; or
e) you fail to comply with the Law at anytime.
6.4 Consequences of Cancellation and Termination
a) If the Products are cancelled or terminated for any reason before the end of the period for which you have prepaid Fees, your Account will be Deactivated and you will not be entitled to any refund for those prepaid Fees.
b) All clauses of these Terms that are capable shall survive termination or expiration of the provision of the Products.
6.5 Expiration of Account Balance
Unless otherwise provided, the Fees for the Products must be paid in advance. Any unused credit or balance will expire if your Account is not used for 12 months.
7.1 To the extent permitted by law, VoiceAI hereby excludes all conditions, warranties, guarantees, terms and obligations expressed or implied by law in connection with these Terms, or any Products provided under them.
7.2 VoiceAI is not liable to you or any other person for any loss or claim of any kind in connection with these Terms, or any Products provided under them, except to the extent caused directly by the negligence or wilful misconduct of VoiceAI.
7.3 To the extent to which VoiceAI is entitled to do so, its liability will be limited at its option to:
a) the supplying of the Products again; or
b) the payment of the cost (if any) of having the Products supplied again.
7.4 To the extent permitted by law, VoiceAI will be under no liability to you or any third-party in any circumstances for any indirect, special or consequential loss or damage, including but not limited to loss of revenue or loss of profit howsoever arising and whether in an action in contract, tort, in equity, under statute, or on any other basis.
7.5 Notwithstanding anything to the contrary contained in these Terms, VoiceAI’s liability to you for any cause whatsoever and regardless of the form of the action, will at all times be limited to the amount paid, if any, by you to VoiceAI for the Products.
8.1 To the extent permitted by law, you agree to indemnify VoiceAI and its employees, officers, servants or agents against any claim, loss, liability or damage, costs, charges and expenses (including VoiceAI’s legal costs on a solicitor/ own client basis) suffered or incurred by VoiceAI which arise directly or indirectly in relation to:
a) any breach by you or your employees, officers, servants or agents of any provision of these Terms or of any Law;
b) any act or failure to act, negligent or otherwise, by you or any of your employees, officers, servants or agents;
c) your or your employees, servants or agent’s unlawful use, misuse, unauthorised access, modification or disclosure of a Recording or Personal Information, except to the extent that any such Loss is caused by the negligence or other wrongful act of VoiceAI or its employees, officers, servants or agents; and
d) any other use of the Sites or the Products in violation of these Terms.
8.2 The indemnities contained in these Terms and Conditions:
a) are continuing obligations, independent from your other obligations under these Terms and any Law; and
b) continue after the provision of the Products has ceased.
YOU AGREE TO PROMPTLY INFORM VOICEAI OF ANY BREACH, OR SUSPECTED BREACH, BY YOU OF THESE TERMS AND OF ANY CONDUCT OF ANY OTHER PERSON WHICH YOU THINK MAY BE A BREACH OF THESE TERMS, WHETHER THE CONDUCT HAS CEASED, IS CONTINUING, OR MAY OCCUR IN THE FUTURE.
10.1 All Intellectual Property displayed on or available via the Sites or connected with the Products, including content, data, information, tables, text, designs, graphics, layouts, names, logos, reports, articles, tools, email communications, source code, software and any other material, is owned or used under licence by VoiceAI. Unless expressly provided otherwise, nothing in these Terms is to be taken to create any form of assignment to you of any of Intellectual Property or associated rights owned or used under licence by VoiceAI and/or its suppliers.
10.2 You must not infringe any Intellectual Property rights owned or used under licence by VoiceAI, or the Intellectual Property rights of any third-party. You agree to indemnify VoiceAI against any action taken by a third-party against it in respect of any such infringement. VoiceAI reserves all its rights under this clause.
10.3 All material on the Sites is subject to copyright and should not be reproduced without the permission of VoiceAI and/or its suppliers.
10.4 Without prejudice to VoiceAI’s other rights, you acknowledge and agree that we have the right to immediately cease hosting and to remove from our network or systems any content upon receiving a complaint or allegation that the material infringes copyright or any other Intellectual Property rights of any third-party.
11.1 VoiceAI is not responsible for any third-party content, external websites, networks, advertisements, directories, software, servers, products and services, databases, information systems and the internet as a whole (Third-Party Content) which you may access from the Sites or which is linked to the Products from time to time.
11.2 VoiceAI accepts no responsibility nor liability for promotions shown or advice given in Third-Party Content and cannot be held liable for any loss or damage incurred as a result of reliance on any Third-Party Content. VoiceAI provides Third-Party Content and links to you for convenience purposes only, and the inclusion of any Third-Party Content or links does not imply endorsement by VoiceAI or any association with its operators.
VoiceAI grants you a non-exclusive, revocable, non-transferable licence to use its software on a server controlled by VoiceAI, for the sole purpose of accessing and obtaining information from the Sites and utilising the Products pursuant to the Terms.
13.1 By using the Products, you automatically grant VoiceAI a world-wide, royalty-free licence to use your company logo or trademark, for the sole purpose of publicly displaying and reproducing your company logo or trademark on the Sites. If you object to the limited licence granted under this clause, your sole remedy is to request that your company logo or trademark be removed from public display on the Sites.
13.2 You warrant that you have all the rights, licenses, and permissions from third parties to grant the limited licence to use your company logo or trademark in the limited manner contemplated under this clause.
14.1 You warrant to VoiceAI that you will not use the Sites for any purpose that is unlawful or prohibited by these Terms. You must not use the Sites in any manner which could damage, disable, overburden, or impair the Sites or interfere with any other user’s enjoyment of the Sites.
14.2 You must not modify copy, reproduce or distribute in any way any material from the Sites including any code and software.
15.1 The Sites may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars and/or other messages or communication facilities designed to enable you to communicate with the public at large or with a group (Communication Products). You agree to use the Communication Products only to post, send and receive messages and material that are lawful, appropriate and related to the particular Communication Service. When using a Communication Service, you will not (without limitation):
a) defame, abuse, harass, stalk, threaten or otherwise violate the legal rights of others;
b) publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful material;
c) upload files that contain software or other material protected by intellectual property laws unless you own or control the rights thereto or have received all necessary consents;
d) upload files that contain viruses, Trojans, corrupted files, or any other similar software or programs that may damage the Sites or the operation of another computer;
e) advertise or offer to sell or buy any goods or services for any business purpose;
f) conduct or forward surveys, contests, pyramid schemes or chain letters;
g) falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded;
h) restrict or inhibit any other user from using and enjoying the Communication Products;
i) violate any code of conduct or other guidelines which may be applicable for any particular Communication Service;
j) collect personal or other information about others, including e-mail addresses, without their consent;
k) violate any applicable laws or regulations.
15.2 While VoiceAI has no obligation to monitor the Communication Products, it reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion and to terminate your access to the Communication Products at any time without notice for any reason.
15.3 VoiceAI does not control or endorse the content, messages or information found in any Communication Service and, therefore, to the full extent permitted by law, VoiceAI specifically excludes any liability with regard to the Communication Products and any actions resulting from your participation in any Communication Service.
16.1 Each party agrees to keep confidential and to ensure its employees, officers, servants and agents keep confidential, all Confidential Information:
a) provided by the other party in connection with the Sites, the Products or these Terms; or
b) created by the other party under these Terms;
and not to disclose such Confidential Information without the prior written consent of the other party acting in its absolute discretion or, where the party is the recipient, is required to disclose the Confidential Information by any applicable Law.
16.2 You acknowledge that VoiceAI may be required to collect, use, store or disclose Confidential Information in order to comply with the Law.
16.3 Except as otherwise expressly permitted pursuant to these Terms, each of us may use each other’s Confidential Information solely to exercise our respective rights and perform our respective obligations under these Terms and shall disclose such Confidential Information solely to those of our respective employees, representatives and agents who have a need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of, and not misuse, such Confidential Information.
17.1 You are responsible for ensuring that your own business information and information technology systems are protected against the actions of third parties.
17.2 You are responsible for ensuring that your connection to the Products is secure.
17.3 You are responsible for maintaining the security of the Products under your use, including protection of Account details, Authorisation Codes and protection against unauthorised usage of the Products by a third-party. You are responsible for all charges incurred by other persons who you allow to use the Products, including anyone to whom you have disclosed your Authorisation Codes and Account details.
18.1 VoiceAI does not claim ownership of any information you provide to VoiceAI (including feedback and suggestions) or post, upload, input or submit to any VoiceAI Sites or which relates to any of the Products.
18.2 VoiceAI will maintain commercially reasonable administrative, physical and technical safeguards to protect the security, confidentiality and integrity of Your Data. These safeguards include encryption of Your Data in transmission (using SSL or similar technologies). Our compliance with the provisions of this clause shall be deemed compliance with VoiceAI obligations to protect Your Data as set forth in this agreement.
18.3 You agree that VoiceAI and the service providers it utilizes to assist in providing the Products to you shall have the right to access your Account and to use, modify, reproduce, distribute, display and disclose Your Data solely to the extent necessary to provide the Products, including, without limitation, in response to your support requests. Any third-party service providers VoiceAI utilize will only be given access to your Account and Your Data as is reasonably necessary to provide the Products and will be subject to confidentiality obligations.
18.4 To the extent permitted by law, VoiceAI is not liable to you or any other person for any loss or claim of any kind in connection with the use of such information. VoiceAI is under no obligation to post or use any information you may provide and may remove any information at any time in VoiceAI’s sole discretion.
18.5 While VoiceAI takes all due care in ensuring the privacy and integrity of the information you provide, VoiceAI cannot always ensure that its computer systems, network resources, files available for downloading and email communications will be fully or continually protected from unlawful access by others, including the infection of data or other information by viruses, or the alteration, misuse, or stealing of data or other information or that any of these activities will be detected. VoiceAI disclaims all liability to you to the full extent permitted by law should this occur.
19.1 VoiceAI provides no guarantee or warranty to you that the information, software, services, and Products included in or available through the Sites will be free from variation, uninterrupted, error-free, secure, or that defects in the service will be corrected. Whilst VoiceAI will endeavor to maintain ongoing access, access to the Sites may be suspended, restricted or terminated at any time. VoiceAI will not be liable for any software or hardware issues that may reside at the user’s end that limits or interferes with the Products provided by VoiceAI.
19.2 The Sites, together with and including all information and content thereon, wherever from or however derived, is of a general nature only and not a substitute for personal financial, taxation, accounting or legal advice nor is it to be used or relied upon without first obtaining independent professional advice tailored to your situation. VoiceAI recommends that you make your own inquiries and obtain suitable independent advice based on your specific circumstances.
20.1 The Terms of this agreement shall be governed by and construed in accordance with the laws of the State of Massachusetts for customers doing business in the United States, and the laws of the State of New South Wales, Australia for Rest-of-World customers.
20.2 You shall not assign, or otherwise encumber your rights or obligations under these Terms to any other person without VoiceAI’s prior written consent, which may be granted or withheld in its absolute discretion.
20.3 The failure of VoiceAI to exercise or enforce any right or provision in these Terms shall not operate as a waiver of such a right or provision.
20.4 Should any part of these Terms and disclaimers be held to be void or unlawful, such part is to be read and enforced as if the void or unlawful part had been deleted.
20.5 You agree that no joint venture, partnership, employment, or agency relationship exists between you and VoiceAI as a result of this agreement or use of the Sites.
20.6 Unless otherwise specified, this agreement constitutes the entire agreement between the user and VoiceAI with respect to the Sites.