Terms of Service

AGREEMENT TO TERMS

These Terms of Service (the “Terms”) constitute a legally binding agreement made between you (“you”), whether personally or on behalf of an entity (“Client”), and Voxjar AI Tech, Inc. doing business as Voxjar (“Voxjar”, “we”, “us”, or “our”) (collectively, the “Parties” and individually, a “Party”), concerning your access to and use of the Voxjar web application as well as any other media form, media channel, mobile website, or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”).

You agree that by accessing the Site, you have read, understood, and agreed to be bound by all of these Terms. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.

1. SUBSCRIPTION

1.1 Grant of License. Subject to these Terms and any other agreement between you and Voxjar (the “Agreement”), Voxjar grants you a limited, non-exclusive, non-sublicensable, and non-transferable subscription to use the Site in object code form (but not source code) for the duration of the Term (defined below) for the purpose and volume of use specified herein and/or in the Agreement. Client may designate named employees or contractors to whom user credentials are assigned to access the Site (“Authorized Users”), provided that Client is responsible for ensuring that such personnel comply with all terms and conditions of use of the Site, and Client is liable to Voxjar for the acts and omissions of its Authorized Users.

1.2 Eligibility. The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable. The Site is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Site.

2. USER REGISTRATION AND CREDENTIALS

2.1 Registration. Where you are an Authorized User, you may be required to register with the Site. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

2.2 Credentials. The Site may be used only by Authorized Users. Each Authorized User must have his or her own user credentials for the Site. You may not share user credentials among multiple users or otherwise use the Site on a concurrent or shift-user basis. If an Authorized User ceases to be employed by Client, an affiliate, or a subcontractor of Client, or is reassigned to a position that does not require access to the Site, the subscription for that Authorized User may be assigned to a different individual, provided that Client notifies Voxjar of such reassignment, specifying the Authorized User who will no longer be using the Site and the new Authorized User who will be assuming the subscription.

2.3 Unauthorized Use. You must notify Voxjar promptly in writing of any unauthorized access, disclosure, distribution, possession, alteration, transfer, reproduction, or other unauthorized use of the Site of which you become aware, and cooperate with all reasonable requests of Voxjar in connection with remedying such unauthorized use.

3. CONDITIONS OF USE; PROHIBITED ACTIVITIES

You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us. In performing your obligations under these Terms and any other Agreement, including without limitation accessing and using the Site, you shall comply with all applicable federal, state, and local laws, rules, statutes, and regulations, including but not limited to call recording, wiretap, and consent laws, and you are solely responsible for providing all notices to, and obtaining all consents from, individuals whose calls are recorded, transcribed, or analyzed through the Site.

As a user of the Site, you agree not to:

1. Make improper use of our support services or submit false reports of abuse or misconduct.
2. Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
3. Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.
4. Attempt to impersonate another user or person or use the username of another user.
5. Use any information obtained from the Site in order to harass, abuse, or harm another person.
6. Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.
7. Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.
8. Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you.
9. Delete the copyright or other proprietary rights notice from any Content.
10. Copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
11. Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or use or launch any unauthorized script or other software.
12. Use the Site to develop, train, or improve a competing product or service, or access the Site for competitive benchmarking without our prior written consent.
13. Use the Site in a manner inconsistent with any applicable laws or regulations.

4. FEES AND PAYMENT

Use of paid features of the Site is billed on the pricing terms presented at purchase or in the Agreement, including usage-based fees. All fees are payable in U.S. dollars, are non-cancelable, and, except as expressly stated in these Terms or required by law, are non-refundable. You authorize us to charge your provided payment method for all fees incurred. If any amount is not paid when due, we may suspend access to paid features until payment is received. We may change our pricing upon notice, effective for usage after the notice period; continued use after the effective date constitutes acceptance of the revised pricing. You are responsible for all applicable taxes, other than taxes on our net income.

5. TERM, SUSPENSION, AND TERMINATION

5.1 Term. These Terms remain in full force and effect while you use the Site (the “Term”).

5.2 Suspension. We may suspend access to the Site, in whole or in part, immediately and with notice to you, if we reasonably believe that: (a) your use poses a security risk to the Site, Voxjar, or any third party; (b) your use is unlawful or violates Section 3; (c) your account is being used fraudulently or by an unauthorized party; or (d) amounts due remain unpaid. We will limit suspension in scope and duration to what is reasonably necessary.

5.3 Termination by Voxjar. We may terminate these Terms and your access to the Site: (a) for material breach of these Terms; (b) where required by law; or (c) for any free (non-paying) account, at any time in our sole discretion. For paid accounts, we may also terminate for convenience upon thirty (30) days’ written notice.

5.4 Termination by Client. You may stop using the Site at any time. Where you believe Voxjar is in material breach of these Terms, you must provide written notice describing the breach and give Voxjar thirty (30) days to cure before terminating for cause.

5.5 Effect of Termination; Data. Upon any suspension, expiration, or termination, your data is handled exclusively in accordance with the Data Processing Addendum (Section 8.1 below), including its provisions on continued export access and deletion upon request. Sections of these Terms that by their nature should survive termination (including Sections 6, 7, 9, 10, 11, and 12) shall survive.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 Content and Marks. Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, foreign jurisdictions, and international conventions. The Content and the Marks are provided on the Site “AS IS” for your information. Except as expressly provided in these Terms, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission. We reserve all rights not expressly granted to you in and to the Site, the Content, and the Marks.

6.2 Client Content. As between the Parties, Client owns all right, title, and interest in and to the data, recordings, and other content Client or its Authorized Users submit to the Site (“Client Content”), together with all transcripts, evaluations, scores, and other outputs generated by the Site from Client Content (“Outputs”). Client grants Voxjar a non-exclusive, worldwide, royalty-free license to host, copy, transmit, process, and display Client Content and Outputs solely as necessary to provide and support the Site in accordance with the Agreement and the DPA.

6.3 Voxjar Data and Enhancements. All right, title, and interest in the Site, and in all improvements, updates, and enhancements to the Site developed at any time that are not specific to Client, are owned exclusively by Voxjar. Voxjar also exclusively owns all system performance data, telemetry, and operational information generated by Voxjar’s operation of the Site (such as system logs, uptime and performance metrics, and feature usage statistics) (“Voxjar Data”). For clarity, Voxjar Data does not include Client Content or Outputs, which remain Client’s exclusive property, and nothing in this Section grants Voxjar any right to use Client Content or Outputs except as permitted under Section 6.2 and the DPA, which prohibits use of Client data to train or improve any artificial intelligence or machine learning models.

6.4 Submissions. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site (“Submissions”) provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

6.5 Publicity. Client grants Voxjar a limited, non-exclusive, revocable license to use Client’s name and logo to identify Client as a customer of Voxjar on Voxjar’s website and in Voxjar’s marketing materials, in accordance with any brand guidelines Client provides. Client may revoke this license at any time by emailing support@voxjar.com, and Voxjar will cease such use within thirty (30) days. Case studies, testimonials, and press releases naming Client require Client’s prior written consent.

7. YOUR REPRESENTATIONS

By using the Site, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Terms; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Site through automated or non-human means, whether through a bot, script, or otherwise, except via interfaces we provide for that purpose; (6) you will not use the Site for any illegal or unauthorized purpose; and (7) your use of the Site will not violate any applicable law or regulation, including call recording and consent laws. If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).

8. PRIVACY AND DATA PROCESSING

8.1 Data Processing Addendum. The processing of personal data under these Terms or any other Agreement is governed by the Data Processing Addendum (the “DPA”) located at voxjar.com/data-processing-addendum, which is hereby incorporated by reference. By agreeing to these Terms, you also agree to the terms of the DPA. In the event of any conflict between these Terms and the DPA with respect to the processing of personal data, the DPA shall prevail.

8.2 Privacy Policy. We care about data privacy and security. Please review our Privacy Policy at voxjar.com/privacy. By using the Site, you agree to be bound by our Privacy Policy, which is incorporated into these Terms.

8.3 Cross-Border Data Transfers. The Site is hosted in the United States. Transfers of personal data from the EEA, UK, or Switzerland to the United States are made pursuant to the Standard Contractual Clauses and the UK International Data Transfer Addendum as incorporated in the DPA.

8.4 Children’s Data. We do not intentionally collect any personal information from children under the age of 18. If you believe we have obtained personal information associated with children under the age of 18, please contact us at support@voxjar.com and we will delete it.

9. DISCLAIMER OF WARRANTIES

THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, VOXJAR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, VOXJAR DOES NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT TRANSCRIPTIONS, EVALUATIONS, SCORES, OR OTHER AI-GENERATED OUTPUTS WILL BE ACCURATE, COMPLETE, OR RELIABLE. OUTPUTS ARE GENERATED BY AUTOMATED SYSTEMS AND ARE PROVIDED FOR CLIENT’S INTERNAL QUALITY ASSURANCE PURPOSES; CLIENT IS SOLELY RESPONSIBLE FOR DECISIONS MADE IN RELIANCE ON OUTPUTS, INCLUDING EMPLOYMENT-RELATED DECISIONS CONCERNING CLIENT’S PERSONNEL.

10. LIMITATIONS AND EXCLUSIONS OF LIABILITY

10.1 Exclusion of Indirect Damages. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER VOXJAR NOR ITS SUPPLIERS SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SITE; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SITE; OR (C) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.

10.2 Liability Cap. TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF VOXJAR AND ITS SUPPLIERS ARISING OUT OF OR RELATED TO THESE TERMS, THE AGREEMENT, THE DPA, OR THE SITE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE LESSER OF (A) THE TOTAL FEES ACTUALLY PAID BY CLIENT TO VOXJAR IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED THOUSAND U.S. DOLLARS (US $100,000). THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE THIS LIMIT. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

11. INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your use of the Site; (2) your breach of these Terms; (3) any breach of your representations and warranties set forth in these Terms; (4) your violation of the rights of a third party, including but not limited to intellectual property or privacy rights; (5) your failure to comply with applicable laws, rules, and regulations, including but not limited to call recording, wiretap, and consent laws; and (6) any overt harmful act toward any other user of the Site with whom you connected via the Site.

12. DISPUTE RESOLUTION

Any legal action of whatever nature brought by either Party shall be commenced or prosecuted in the state and federal courts located in Utah, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in such state and federal courts. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ITS RIGHT TO A TRIAL BY JURY AND AGREES THAT ANY CLAIM SHALL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. This Section does not limit the provisions of the DPA governing the Standard Contractual Clauses, which are governed as stated therein.

13. THIRD-PARTY WEBSITES AND CONTENT

The Site may contain (or you may be sent via the Site) links to other websites (“Third-Party Websites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties (“Third-Party Content”). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Site or any Third-Party Content posted on, available through, or installed from the Site. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms no longer govern. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases, which are exclusively between you and the applicable third party. You shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.

14. SITE MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms, including without limitation reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of the content you uploaded or provided, or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site. Any removal or disabling of Client Content under this Section is subject to the DPA with respect to personal data.

15. DMCA/COPYRIGHT POLICY

If you believe that your copyrighted work has been copied on our Site in a way that constitutes copyright infringement, please notify us as provided in the Digital Millennium Copyright Act (“DMCA”), specifically by sending us a notice of infringement in accordance with the DMCA to support@voxjar.com.

16. GENERAL

16.1 Assignment. Voxjar may assign these Terms in whole or in part at any time. You may not assign these Terms without Voxjar’s prior written consent, and any attempted assignment in violation of this Section is void.

16.2 Force Majeure. Voxjar shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including acts of God, natural disasters, war, terrorism, riots, labor conditions, governmental action, Internet or utility disturbances, or failures of third-party providers.

16.3 Severability; No Waiver. If any provision of these Terms is held to be unenforceable, the remaining provisions shall remain in full force and effect. Voxjar’s failure to enforce any provision shall not constitute a waiver.

16.4 Entire Agreement. These Terms, together with the DPA, the Privacy Policy, and any other agreement between you and Voxjar, constitute the entire agreement between the Parties with respect to the Site.

17. UPDATES TO THESE TERMS

We reserve the right, in our sole discretion, to make changes or modifications to these Terms at any time and for any reason. We will alert you about any changes by updating the “Last Updated” date of these Terms, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms by your continued use of the Site after the date such revised Terms are posted. Changes to the processing of personal data remain subject to the amendment provisions of the DPA.