VoiceSell™ Terms of Service

These Terms of Service (“Terms”) apply to your use of the VoiceSell website located at https://VoiceSell.com/ (the “Website”). The Website is the property of VoiceSell, Inc. and its affiliates, subsidiaries and licensors (“we”, “us”, “our”, “VoiceSell”). BY USING THE WEBSITE, YOU AGREE TO COMPLY WITH ALL OF THE TERMS SET FORTH HEREIN AND WITH OUR PRIVACY STATEMENT, AND THESE TERMS CONSTITUTE BINDING AND ENFORCEABLE OBLIGATIONS ON YOU. IF YOU DO NOT AGREE, DO NOT USE THE WEBSITE.

1. Access and use of the services

1.1 Right to Use Services. You shall use our Website only as permitted in these Terms, and your use must comply with our Privacy Statement. We hereby grant to you a limited, personal, non-exclusive, non-transferable, non-sub- licensable license to use our Website only for business and professional purposes. If your affiliates use our Website, you warrant that you have the authority to bind those affiliates and you shall be liable if your affiliates do not comply with these Terms. VoiceSell may from time to time provide software-as- a-service (SaaS) offerings and their respective application programming interface (API), software development kit (SDK) and integration libraries. Services, software and websites, including the Website, are provided via equipment and resources located in the United States and other locations throughout the world and you consent to having personal data processed by us in the United States and other locations throughout the world. VoiceSell provides professional services and consultancy which are outside of the standard SaaS service pricing. All such activities are based on a statement of work outlining all agreed terms such as fees and hourly rates, requirements, deliverables/milestones, travel and other expenses. VoiceSell retains all rights and IP from any work product developed as part of such an engagement.

We may make services available to you that are provided, in whole or in part, by other parties. Although we may offer this opportunity, you acknowledge that any third party services that you use in connection with our Website are not part of our Website. You further acknowledge that these Terms do not apply to any third party service providers and that your use of those services may require you to agree to additional terms with the third party service provider. We may provide hyperlinks to third-party websites as a convenience to users of the Website. We do not control third-party websites and are not responsible for the contents of any linked-to, third-party websites or any hyperlink in a linked-to website. We do not endorse, recommend or approve any third-party website hyperlinked from the Website, and shall have no liability to any entity for the content or use of the content available through such hyperlink.

1.2 Limitations on Use.  By using our Website, you agree on behalf of yourself and your users, not to (i) modify, prepare derivative works of, or reverse engineer, our Website; (ii) knowingly or negligently use our Website in a way that abuses or disrupts our networks, user accounts, or the Website; (iii) transmit through the Website any {B2263603; 2} harassing, fraudulent or unlawful material; (iv) market or resell the Website to any third party; (v) use the Website in violation of our policies, applicable laws, or regulations; (vi) harvest, collect, or gather user data without their consent; or (vii) transmit through the Website any material that may infringe the intellectual property or other rights of third parties. You agree not to remove, change or obscure any intellectual property or other proprietary notices incorporated in or accompanying our Website. You agree to abide by all applicable national and international laws in connection with the use of our Website, including those related to data protection, privacy, international communications and the transmission of technical or personal data.

1.3 Responsibilities. In relation to VoiceSell, you undertake:

to provide us with accurate and complete information and acknowledge that our ability to deliver the Website is dependent upon your cooperation, as well as the accuracy and completeness of any information you provide to VoiceSell. VoiceSell shall not be liable for any costs, expenses or liabilities resulting from your failure to cooperate or to provide such information;

that you are responsible for your conduct while using our Website and that VoiceSell is not responsible for your actions on the network. Your conduct should not include (but not limited to) using the Website for:

violating intellectual property rights;

any illegal or criminal activities;

depicting sexually explicit images;

promoting unlawful violence;

the storage, distribution or malicious distribution of any viruses or any material during the course of your use of our Website;

threatening, obscene, harassing, defamatory, discriminatory, racially or ethically offensive or other objectionable behavior;

causing damage or injury to any person or property;

sharing our Website with other users who are not licensed;

using, displaying, mirroring or framing our Website or any individual element within our Website, VoiceSell’s name or logo, any VoiceSell Marks, or other proprietary information;

altering, tampering or circumventing any part of our Website;

providing services to third parties;

attempting to obtain, or assist third parties in obtaining access to our Website, other than as provided under these Terms;

attempting to reverse compile, disassemble, reverse engineer or otherwise commercially exploit, or otherwise make our Website available to any third party;

attempting to copy, modify, duplicate, create derivative works from framing, mirroring, republishing, downloading, displaying, transmitting or distributing all or any portion of our Website, except to the extent expressly permitted under these Terms;

accessing all or any part of our Website in order to build a product or service which competes with any VoiceSell services;

licensing, selling, renting, transferring, assigning, distributing, displaying, disclosing, or otherwise commercially exploiting, or otherwise making our Website available to third parties; and

testing the vulnerability of any part of our Website or for breaching any security or authentication measures.

1.4 Changes to Services. We reserve the right to enhance or modify features of our Website, including to reduce the core functionality or discontinue any portion of our Website, or the entire Website, at any time without notice. We may offer additional functionality to our standard Website or premium feature improvements for an additional cost.

1.5 VoiceSell Proprietary Rights. You acknowledge that we or our licensors retain all proprietary right, title and interest in the Website, our name, logo or other marks (together, the “VoiceSell Marks”), and any related intellectual property rights, including, without limitation, all text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations and software, modifications, enhancements, derivative works, and upgrades thereto. You shall not use or register any trademark, service mark, business name, domain name or social media account name or handle which incorporates in whole or in part the VoiceSell Marks or is similar to any of these. The copyright for the selection, arrangement and presentation of all materials (including information in the public domain), and the overall design of the Website belongs to VoiceSell. Permission is granted to view and print materials from the Website for the non- commercial purpose of viewing, reading and retaining for reference. Any other copying, distribution, retransmission, framing or modification of information or materials on the Website, whether in electronic or hard copy form, without the express prior written permission of VoiceSell, is strictly prohibited. Any unauthorized use of the Website or its content shall terminate the permission granted herein without notice. You acknowledge that no licenses or rights are granted to you by implication or otherwise in respect of our Website, other than those expressly set forth in these Terms.

2. Terms and termination

We may terminate your access to the Website at any time, with or without cause, and with or without prior notice. Without limiting the foregoing, we may terminate your access if you violate these Terms. Upon termination for any reason, your right to access and/or use our Website shall immediately cease, and you shall immediately discontinue all use of the Website. VoiceSell shall not be liable for any damages resulting from termination of your access to the Website, and termination shall not affect any claim arising prior to the effective termination date.

3. Your accounts

You are solely responsible for (i) all use of the Website by you and your users, (ii) obtaining consent from your users to the collection, use, processing and transfer of Content, and (iii) providing notices or obtaining consent as legally required in connection with the Website. We do not send emails asking for your usernames or passwords, and to keep your accounts secure, you should keep all usernames and passwords confidential. We are not liable for any costs, expenses, liabilities, losses or damages caused by your failure (or the failure of anyone in your organization) to maintain the confidentiality of your account credentials. It is your responsibility to keep your account information up to date in your account settings. We are not liable for any loss that you may incur if a third party uses your password or account. We may suspend the Website or terminate these Terms (without liability to you) if you, your users, or attendees are using the Website in a manner that is likely to cause harm to us. You agree to notify us immediately and terminate any unauthorized access to the Services or other security breach.

In relation to your account, you undertake that:

you shall not allow any account profile to be used by any other unregistered user unless it has been reassigned in its entirety to another individual, in which case the prior individual shall no longer have any right to access or use the account;

you shall keep a secure password for use of the account, that such password shall be changed as frequently as is required by us in its absolute discretion, and that you shall keep the password confidential;

you shall permit us to audit the account in order to establish compliance with these Terms; and

if any of the audits referred to above reveal that any password has been provided to any individual who is not registered to a VoiceSell account, then without prejudice to VoiceSell’s other rights, you shall promptly disable such passwords and VoiceSell shall not issue any new passwords to any such individual.

4. Enforcement rights

We are not obligated to monitor the access or use of your account, but we reserve the right to do so for the purpose of operating the Website, to ensure compliance with these Terms, and to comply with applicable law or other legal requirements. We may consult with and disclose unlawful conduct to law enforcement authorities; and pursuant to valid legal process, we may cooperate with law enforcement authorities as part of an investigation and/or to prosecute users who violate the law. In addition to any of its other rights or remedies, we reserve the right to suspend or terminate your access to all or a portion of the Website, without any liability, if we suspect that your use of the Website is harming or threatening to harm the VoiceSell systems, you fail to pay any amounts properly due or in our reasonable opinion you have violated your responsibilities. We reserve the right to investigate any violation of these Terms and any conduct that affects us.

5. Compliance with laws

 In connection with your access and use of the Website under these Terms, you agree to comply with all applicable laws, rules and regulations including, but not limited to export, privacy, and data protection laws and regulations. If necessary and in accordance with applicable law, we shall cooperate with local, state, federal and international government authorities with respect to the Website. Notwithstanding any other provision in these Terms, we may immediately terminate these Terms for noncompliance with applicable laws.

6. NO WARRANTIES

  THE WEBSITE IS PROVIDED “AS IS” AND “AS AVAILABLE.” VoiceSell DOES NOT REPRESENT OR WARRANT THAT (i) THE USE OF OUR WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE, OR OPERATE IN COMBINATION WITH ANY SPECIFIC HARDWARE, SOFTWARE, SYSTEM OR DATA, (ii) OUR SERVICES WILL MEET YOUR REQUIREMENTS, (iii) ERRORS OR DEFECTS WILL BE CORRECTED, OR (iv) THAT THE WEBSITE, INCLUDING ANY CONTENT, IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. USE OF THE WEBSITE IS AT YOUR SOLE RISK. TO THE EXTENT PERMITTED BY APPLICABLE LAW, VoiceSell, ITS PARENTS, SUBSIDIARIES, AFFILIATES AND THEIR RESPECTIVE MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES AND CONDITIONS, THEREFORE SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO CUSTOMERS LOCATED IN THOSE JURISDICTIONS.

7. Indemnification

 You shall indemnify and hold harmless VoiceSell and its affiliates, employees, agents and/or distributors, from and against any direct and indirect claims, disputes, demands, liabilities, damages, losses, and costs and expenses including, without limitation, reasonable legal fees arising out of or in any way connected with (i) your access to or use of the Website, or (ii) your breach of any of your responsibilities or any other provision of this Terms. VoiceSell reserves the right to assume control of the defense of any third party claim that is subject to indemnification by you, in which event you shall cooperate and assist VoiceSell as required. You shall reimburse us for reasonable expenses incurred in providing any cooperation or assistance.

8. LIMITATION ON LIABILITY

8.1 LIMITATION ON LIABILITY. IN NO EVENT SHALL VoiceSell, ITS PARENTS, SUBSIDIARIES, AFFILIATES AND THEIR RESPECTIVE MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL LOSS, EXEMPLARY OR OTHER DAMAGES ARISING OUT OF OR RELATING TO: (i) LOSS OF DATA, (ii) LOSS OF INCOME, (iii) LOSS OF OPPORTUNITY, (iv) LOST PROFITS, (v) COSTS OF RECOVERY OR ANY OTHER DAMAGES, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR VIOLATION OF STATUTE, WHETHER OR NOT VoiceSell, ITS PARENTS, SUBSIDIARIES, AFFILIATES AND THEIR RESPECTIVE MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THIS WAIVER APPLIES, WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY ARISING FROM ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, FILE CORRUPTION, COMMUNICATION-LINE FAILURE, NETWORK OR SYSTEM OUTAGE, OR THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF ANY RECORD. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY.

8.2 LIMITATION ON AMOUNT OF LIABILITY. NOTWITHSTANDING THE FOREGOING, IF FOR ANY REASON, ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY IS HELD UNENFORCEABLE, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF VoiceSell, ITS PARENTS, SUBSIDIARIES, AFFILIATES AND THEIR RESPECTIVE MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS, UNDER OR IN CONNECTION WITH THESE TERMS, OR ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE ACCESS TO OR USE OF THE SERVICES, ANY DELAY IN OR INABILITY TO USE THE WEBSITE, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS AND SERVICES ADVERTISED IN OR OBTAINED THROUGH THE WEBSITE, OR OTHERWISE ARISING OUT OF THE USE OF THE WEBSITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100.00) OR THE AGGREGATE FEES PAID BY YOU TO VoiceSell FOR THE USE OF THE WEBSITE DURING THE THREE (3) MONTH PERIOD PRECEDING THE DATE ON WHICH THE CLAIM AROSE.

9. Additional terms

9.1 Publicity. You agree that VoiceSell may use your name and/or logo in a list of customers used in marketing materials until you request that VoiceSell cease this use. VoiceSell may publish a press release announcing that you are a VoiceSell customer, provided that you have an opportunity to review and approve the press release.

9.2 Beta Services. We may offer you access to beta services that are being provided prior to general release, but we do not make any guarantees that these services shall be made generally available (“Beta Services”). You understand and agree that the Beta Services may contain bugs, errors and other defects, and use of the Beta Services is at your sole risk. We have no obligation to provide technical support and we may discontinue provision of Beta Services at any time in our sole discretion and without prior notice to you. Beta Services are offered “AS-IS”, and to the extent permitted by applicable law, we disclaim any liability, warranties, indemnities, and conditions, whether express, implied, statutory or otherwise. If you are using Beta Services, you agree to receive related correspondence and updates from us, and acknowledge that opting out may result in cancellation of your access to the Beta Services. If you provide feedback (“Feedback”) about the Beta Service, you agree that we own any Feedback that you share with us.

9.3 No Class Actions. You shall only resolve disputes with us on an individual basis and you agree not to bring or participate in any class, consolidated, or representative action against us or any of our employees or affiliates.

9.4 Security Emergencies. If we reasonably determine that the security of our Website or infrastructure may be compromised due to hacking attempts, denial of service attacks, or other malicious activities, we may temporarily suspend the Website.

9.5 Assignment. You shall not assign or transfer any of your rights under these Terms, and any such attempt shall be void. We may freely assign or transfer our rights to any of our affiliates or subsidiaries, or to any successor in interest of any business associated with VoiceSell.

9.6 Cookies. VoiceSell makes use of cookies in order to provide our services and access to user accounts. For more information on how we use cookies, please see our Cookies Statement.

9.7 Notices. Notices must be sent by personal delivery, overnight courier or registered mail. We may also provide notice to the email last designated on your account, electronically via postings on our website, in-product notices, or our self-service portal or administrative center. Unless specified elsewhere in these Terms, notices should be sent to us at the following email address [email protected] or at the address 184 High Street, Floor 6, Boston, MA 02110. Notice is given (a) upon personal delivery; (b) for overnight courier, on the second business day after notice is sent, (c) for registered or certified mail, on the fifth business day after notice is sent, (d) for email, when the email is sent, or (e) if posted electronically, upon posting.

9.8 Entire Agreement; Amendment A These Terms, including the Privacy Statement and Cookies Policy, set forth the entire agreement between us relating to the Website and supersede all prior and contemporaneous oral and written agreements, except as otherwise permitted. Nothing contained in any document submitted by you will add to or otherwise modify these Terms. We reserve the right at any time to update or modify these Terms, to discontinue all or any portion of the Website or any services or to add or remove any content or other features from the Website. The then-current Terms will be identified by the last updated date, and may be reviewed via Terms of Service on our Website. Such amended Terms shall be effective immediately upon posting. You agree that this procedure for giving notice of amendments to the Terms is reasonable. Your continued access to and use of the Website constitutes your acceptance of the then- current Terms.

9.9 General Terms. If any term of these Terms is not enforceable, this will not affect any other terms. Nothing in these Terms creates a partnership, agency, fiduciary or employment relationship between you and VoiceSell. No person or entity not a party to these Terms will be a third party beneficiary. Our authorized distributors do not have the right to modify these Terms or to make commitments binding on us. Failure to enforce any right under these Terms will not waive that right. Unless otherwise specified, remedies are cumulative. VoiceSell shall not be responsible for any delay or failure to perform under these Terms due to force majeure events (e.g. natural disasters; terrorist activities, activities of third party service providers, labor disputes; and acts of government) and acts beyond VoiceSell’s reasonable control, but only for so long as those conditions persist. These Terms shall be governed by the laws of California without regard to its conflict of law’s provisions.