Last edited on: 03/06/2025
These terms of use (“Terms”) govern your access and usage of the AI-enabled software solutions (“Software”) offered by Voicing.Ai Inc., a company incorporated under the laws of Delaware, United States of America, with its registered office at 850 New Burton Road, Suite 201, Dover, Delaware 19904, County of Kent (“Service Provider”). The Software is operated by the Service Provider and its group companies including Voicing AI Tech Private Limited. By accessing and using the Software, you (“You”/ “Your”/ “User(s)”) agree to these Terms.
The Service Provider grants you a limited, non-exclusive, revocable, non-transferable license to use the Software, Documentation, Updates, and Improvements solely for your internal business purposes. This license is subject to your compliance with these Terms and timely payment of fees, as informed to you by the Service Provider.
When using the Software, you must not:
You agree to pay all applicable fees in relation to your access and usage of the Software as informed to you by the Service Provider in writing. All fees are exclusive of applicable taxes, which you are responsible for paying. Invoices must be paid within thirty (30) days from receipt. Late payments will incur interest at 1.5% per month on the outstanding amount.
You are responsible for all data including Customer Data inputted and hosted on the Software. You agree to comply with applicable Data Protection Laws and implement reasonable security practices to safeguard Personal Information.
The Service Provider retains all Intellectual Property Rights related to the Software, Updates, Improvements, Documentation, and Services. You may not claim ownership or obtain protection rights for any component of the Software.
You agree to protect all Confidential Information, using it only for the purposes of your usage of the Software. The confidentiality obligation survives termination for a period of two (2) years from the last date of your usage of the Software.
The Service Provider warrants that the Software will substantially conform to the Documentation. However, the Service Provider does not warrant that the Software will be entirely secure or free from security vulnerabilities. Except as expressly provided, the Service Provider makes no representation or warranties regarding merchantability, suitability, or fitness for a particular purpose.
NEITHER PARTY WILL BE LIABLE FOR INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THESE TERMS, HOWEVER IT ARISES, WHETHER FOR BREACH OR IN TORT, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, OR BUSINESS INTERRUPTION, EVEN IF THAT PARTY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IN NO EVENT SHALL EITHER PARTY’S TOTAL CUMULATIVE LIABILITY ARISING UNDER THESE TERMS, WHETHER SUCH THEORY OF LIABILITY IS BASED IN CONTRACT, TORT OR OTHERWISE, EXCEED THE TOTAL FEES PAID TO THE SERVICE PROVIDER IN THE 6 (SIX) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE LIABILITY AROSE.
Each party agrees to indemnify and hold the other party harmless from claims arising from breach of these Terms or Applicable Law, misuse of Confidential Information, or infringement of Intellectual Property rights.
The Service Provider has the right to inspect, examine, and audit your systems, records, data, practices, and procedures to verify compliance with these Terms.
These Terms are governed by the laws of Delaware. Any disputes will be resolved through arbitration under the American Arbitration Association.
The Service Provider shall have the right to amend these terms by providing a prior written intimation to you.
For the purposes of these Terms, the following terms shall have the meaning as prescribedhereunder:
“Applicable Law” means statute, law, ordinance, regulation, rule, guideline, order, bye-law, administrative interpretation, writ, injunction, directive, judgment or decree or other instrument, interpretive letters, by any government or authority, or department or agency thereof or self-regulatory organization, including applicable Data Protection Laws. “Confidential Information” means all data and information of a confidential nature, including but not limited to licenses, patents, rights and trade secrets, inventions, disclosures, processes, ideas, systems, methods, formulae, devices, trademarks, intellectual properties, instruments, know how, improvements, materials, products, patterns, compilations, data, databases, techniques, sequences, designs, research or development activities, specifications, computer programs, source and object codes, mask works, works of authorship, prices or other financial data, marketing plans, budgets, opportunities, financial statements relating to the business, products, policies and projects or services, whether or not specifically marked as confidential. In relation to you, this includes the Customer Data, and Customer Materials, and with respect to Service Provider, this includes (a) the Documentation, Software and the Service, including, without limitation, all (i) computer software (both object and source codes) and related documentation or specifications related to the Software; (ii) techniques, concepts, methods, processes and designs embodied in or relating to the Software or the Service; and (iii) all application program interfaces, system security and system architecture design relating to the Software or the Service; and (b) Service Provider’s research and development, Software offerings, pricing and availability “Customer Data” means any content, materials, data, and information including any Personal Information that you or any of your authorised users inputs into the Software.
“Customer Materials” means any materials produced in the course of you using the Service and shall include content, materials, data, or information that you generate using the Service and/or Software.
“Data Protection Laws” shall mean the applicable data protection and privacy legislation applicable to the parties in their respective jurisdictions.
“Documentation” means the Service Provider’s then-current technical and functional documentation for the Software which is made available to you with the access to the Software, including, but not limited to, user manuals, configuration workbooks or release notes, as applicable.
“Improvements” shall mean any and all improvements, variations, modifications, and enhancements to the Software.
“Intellectual Property” with respect to a party means all (a) all software (object code and source code), technology, information, inventions, improvements, developments, methods, compounds, formulas, processes, technologies, know-how, trade secrets, formulae, technical information, technical and business plans, specifications, designs, modules, data, databases plans, algorithms and blue prints, trademarks, service marks, trade dress, domain names, utility, model, trade secrets, designs, works of authorship, drawings, models, manuals and systems, whether or not protectable by patent, trademark, copyright or other rights, worldwide, whether registered or not; (b) all related rights, applications or registrations; (c) all goodwill and benefits associated with the foregoing; (d) all derivative works; and (e) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection provided by Applicable Law, regulations or rules in any jurisdiction throughout the world.
“Personal Information” shall mean any personal identifiable information or data about an individual as defined under the relevant Data Protection Laws.
“Service” means the services in relation to use of the Software, including Updates thereto made generally available by the Service Provider. In the case of the Service Provider hosting the Software on its cloud platform, the Service shall include management, hosting and delivery of the Software as a Service to you.
“Update” shall include those subsequent developments, patches, updates, fixes etc. of the Software, which Service Provider generally makes available for Software licensees at no additional license fee, provided you have paid all outstanding fees, for the relevant time period. Update shall not include any release, option or future product which the Service Provider licenses separately.
