These Terms and Conditions ("Agreement") govern the participation of entities or individuals ("Licensee") in any Voxr AI Corp ("Voxr")program, including but not limited to Referral, Affiliate, Agency, Reseller,and Redistributor programs.

Effective Date: The date of acceptance or electronic signature by the Licensee.

1. Purpose

This Agreement sets forth the legally binding terms under which Voxr provides access to its proprietary AI-driven voice platform, CRM services, and related partner enablement programs. Licensees may engage under specific program categories as further defined by applicable exhibits, each of which is incorporated by reference and enforceable as part of this Agreement.

‍

2. Definitions

1. Effective Date: The date on which the Licensee executes or accepts this Agreement electronically.
2. Material Breach: A substantial violation of any obligation set forth herein, including but not limited to non-payment, misrepresentation, or violation of applicable law.
3. Misuse of Services: Any unauthorized or prohibited activity, including but not limited to violation of applicable federal or state regulations (e.g., TCPA, GDPR, CCPA), or use contrary to this Agreement.
4. Suspension of Services: Voxr's unilateral right to restrict, suspend, or revoke access to its services, either temporarily or permanently, without incurring liability.
5. Material Pricing Change: Any increase exceeding 15% of the Licensee’s current monthly or annual subscription fees, any change to commission rate or structure resulting in a decrease of more than 10% in Licensee earnings, or introduction of new fees impacting Licensee’s existing obligations.

‍

3. License Grant and Restrictions

1. Voxr grants the Licensee a non-exclusive, non-transferable, and revocable license to access and use the Voxr services solely in accordance with the applicable program terms     and conditions.
2. Licensee shall not, under any circumstances:
   1. Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying structure of the Voxr platform;
    
   2. Copy, recreate, clone, or develop any product, service, platform, or interface that is substantially similar in appearance, functionality, structure, design, workflow, pricing, or technical architecture to any part of the Voxr      platform;
    
   3. Use Voxr services or proprietary content to create a competing or derivative product;
    
   4. Use Voxr’s trademarks, copyrights, brand identity, trade secrets, data models, or proprietary methods outside the scope of this Agreement.
3. These restrictions apply both during the term of this Agreement and for a period of two (2) years following its termination or expiration.
4. All intellectual property rights, including without limitation all copyrights, trademarks, patents, trade secrets, know-how, data, and software associated with the Voxr platform, are and shall remain the exclusive property of Voxr
5. Sub-licensing, reselling, or assigning any rights or access to third parties is strictly prohibited unless explicitly authorized by Voxr under the applicable exhibit.

‍

4. Limited White Label License (if applicable)

1. Voxr may, at its sole discretion, grant a Limited White Label License to certain Licensees as outlined in the relevant exhibit.
2. Such a license permits limited     customization (e.g., branding or display of Licensee’s logo) subject to Voxr’s prior written approval and compliance with all attribution     requirements.
3. All customer-facing interfaces must display: "© 2025 Voxr AI Corp or its affiliates."
4. Licensee shall not remove or     alter any required legal links or brand references.
5. Full white-label rights are     expressly excluded from this Agreement and require a separate,     independently negotiated agreement with additional licensing fees.

‍

5. Term and Termination

1. This Agreement remains in effect     for the duration of the Licensee’s participation in any Voxr program.
2. Either Party may terminate with     thirty (30) days' prior written notice in the event of a Material Breach     by the other Party, provided that the breaching Party fails to cure the     breach within fifteen (15) calendar days.
3. Early termination by the Licensee     without mutual agreement will result in the obligation to repay the full     non-discounted value of all services rendered, including any promotional     benefits or discounts received.
4. If terminated due to breach by     Licensee, Voxr may migrate or terminate the Licensee’s subaccounts at its     sole discretion and without obligation.

‍

6. Eligibility, Tax Compliance, and Payments

1. All Licensees must submit a valid     IRS Form W-9 prior to program activation.
2. Licensees are independent     contractors and are solely responsible for their own tax reporting and     compliance.
3. All payment terms, commission     structures, and pricing schedules are governed by the applicable program     exhibits.
4. Late or missed payments shall     constitute a Material Breach and may result in service suspension.

‍

7. Program Categories

1. Referral Program: One-time commission per     successful referral.
2. Affiliate Program: Recurring commissions based on     subscription renewals.
3. Agency Program: Authorization to manage     sub-accounts under the Voxr platform.
4. Reseller Program: Access to discounted pricing     and ability to markup.
5. Redistributor Program: Access to volume licensing and     limited white-label rights.

The specific rights, commission structures, compliance rules, and eligibility criteria applicable to each program category are fully detailed in their respective Exhibits (A–E). These Exhibits are incorporated by reference and shall control in case of conflict.

‍

8. Licensee Obligations and Performance Requirements

1. All activity is monitored via     Voxr’s real-time dashboard.
2. Specific programs may impose     sales quotas or activity thresholds.
3. Licensee must remain compliant     with all Voxr program policies and applicable legal and regulatory     standards.

‍

9. Compliance and Audit Rights

1. Voxr reserves the right to audit     Licensee and end-user activities at its sole discretion.
2. Voxr may enforce compliance     through:
    
   1. Suspension or termination of      access
    
   2. Withholding of payments
    
   3. Legal enforcement actions,      including recovery of costs and damages

10. Marketing and Representation

1. Licensees shall represent Voxr     services truthfully and accurately.
2. Any misrepresentation, misleading     marketing, or unauthorized claims will be deemed a Material Breach.

‍

11. Customer Transfer & Right of First Refusal

1. Licensee acknowledges and agrees     that all customer accounts, subaccounts, data, and associated     subscriptions managed under this Agreement are non-transferable to any     third party, including but not limited to affiliates, successors,     resellers, or external entities, without Voxr’s prior express written     approval.
2. Voxr retains the exclusive right     of first refusal to acquire any customer accounts proposed for transfer,     and it may deny any such transfer, reassignment, or continuation request     in its sole and absolute discretion.
3. Licensee’s rights to the Voxr     platform are limited to its own legal entity. Employees or authorized     agents of the Licensee may use or manage the account solely for the     Licensee’s internal business operations. Under no circumstances shall any     third party or unrelated legal entity be permitted to access, manage, or     benefit from the account.
4. All responsibility and liability     for any use, misuse, unauthorized access, or non-compliance arising from     the account—including actions of employees or agents—rests exclusively     with the Licensee.
5. All financial transactions,     including billing, commissions, payments, and refunds, must be conducted     through a financial account owned solely by the Licensee.
6. The individual or legal     representative who executed this Agreement and provided verification shall     remain fully liable for all obligations and activities conducted under the     account.
7. Voxr may, at its discretion,     terminate or reassign any subaccount relationships in the event of     Licensee termination, or if transfer conditions are violated.

‍

12. Confidentiality and Data Security

1. Licensee acknowledges that, in     the course of its participation in this Agreement, it may gain access to     confidential, proprietary, or trade secret information of Voxr, including     but not limited to software, systems, source code, algorithms, pricing,     customer data, marketing strategies, documentation, and technical     specifications (“Confidential Information”).
2. Licensee agrees to maintain all     such Confidential Information in strict confidence and shall not disclose,     reproduce, use, or exploit such information except as expressly authorized     under this Agreement. Licensee shall take all reasonable measures to prevent     unauthorized access to or disclosure of Voxr’s Confidential Information.
3. The confidentiality obligations     herein shall remain in effect during the term of this Agreement and for a     period of three (3) years following its termination or expiration.
4. Licensee agrees to notify Voxr     immediately upon discovery of any breach of this section or any     unauthorized access, loss, or use of Confidential Information.
5. All customer data and platform     data accessed via the Voxr platform shall be handled in accordance with     applicable U.S. and international data privacy laws, including but not     limited to CCPA and GDPR.
6. All data processing will occur     within U.S.-based infrastructure under Voxr’s governance, unless otherwise     agreed upon in writing.

‍

13. Governing Law and Dispute Resolution

1. This Agreement shall be governed     by and construed in accordance with the laws of the State of Delaware,     without regard to conflict of law principles.
2. Any and all disputes,     controversies, or claims arising out of or relating to this Agreement, its     breach, termination, enforcement, interpretation, or validity, including     tort claims and statutory claims, shall be resolved by final and binding     arbitration administered by the American Arbitration Association (AAA) in     accordance with its Commercial Arbitration Rules, to be conducted in     Delaware, in English.
3. The arbitration shall be     conducted before a single arbitrator with relevant legal and commercial     experience. The decision of the arbitrator shall be final and binding on     the Parties and may be entered and enforced in any court of competent     jurisdiction.
4. Each Party shall bear its own     costs and attorneys' fees, except as otherwise determined by the     arbitrator.
5. Notwithstanding the foregoing,     Voxr shall have the right to seek injunctive or equitable relief in any     court of competent jurisdiction for actual or threatened violations of its     intellectual property rights, confidentiality obligations, or misuse of     its services.
6. The Parties agree that     arbitration proceedings and the award shall be maintained as confidential     to the fullest extent permitted by law.

‍

14. Limitation of Liability and Indemnification

1. To the maximum extent permitted     by law, Voxr shall not be liable to the Licensee or any third party for     any indirect, incidental, special, punitive, or consequential damages,     including but not limited to loss of profits, data, business     opportunities, or goodwill, arising out of or related to this Agreement or     the use of the Voxr services, even if Voxr has been advised of the     possibility of such damages.
2. In no event shall Voxr’s total     aggregate liability under this Agreement exceed the total amount of     subscription fees paid by the Licensee to Voxr in the twelve (12) months     preceding the event giving rise to the claim.
3. Licensee assumes full     responsibility and liability for all actions, representations, omissions,     and usage by its employees, agents, subaccounts, clients, and end users in     connection with the Voxr services.
4. Each Party shall indemnify,     defend, and hold harmless the other Party and its officers, directors,     employees, and affiliates from and against any and all claims, damages,     losses, liabilities, judgments, settlements, costs, and expenses     (including reasonable attorneys' fees) arising out of or related to:
    
   1. Any breach of this Agreement;
    
   2. Any misuse of the Voxr platform;
    
   3. Any violation of law,      regulation, or third-party rights.
 
5. These limitations and indemnities     shall survive the expiration or termination of this Agreement.

‍

15. Service Level Agreement (SLA)

1. Voxr will endeavor to maintain a     99.9% uptime rate, excluding maintenance or force majeure events.
2. Notwithstanding the foregoing,     all services are provided "AS IS" and "AS AVAILABLE"     without warranties of any kind, express or implied, except as explicitly     stated in Exhibit F.
3. Remedies for service     interruptions, if any, are strictly limited to those outlined in Exhibit F     and do not constitute a warranty of performance.

‍

16. Data Processing Agreement (DPA)

1. Given that Voxr processes     personal data, including names, phone numbers, emails, call content, and     related metadata, a Data Processing Agreement (DPA) shall be executed     between Voxr and the Licensee as an integral and mandatory part of this     Agreement.
2. The DPA (attached as Exhibit G)     outlines the roles of the Parties, types of data processed, security     obligations, data subject rights, breach notification procedures, and     other legal requirements under applicable data protection laws including     GDPR, CCPA, and similar frameworks.

‍

17. Amendments and Notice of Policy Changes

1. Voxr reserves the right to amend     this Agreement and any applicable program-specific terms with thirty (30)     days' written notice, unless the change constitutes a Material Pricing     Change, in which case Voxr will provide forty-five (45) days’ notice.
2. Continued use of Voxr services     beyond the applicable notice period shall constitute acceptance of the     changes.
3. If the Licensee objects to a     material change, it must provide written notice of termination within     fifteen (15) days after the end of the notice period; otherwise, the     change shall be deemed accepted.

‍

18. Assignment

1. Licensee shall not assign,     delegate, or transfer this Agreement, in whole or in part, nor any of its     rights or obligations hereunder, to any third party (including affiliates,     successors, or acquiring entities) without Voxr’s prior written consent.
2. Any attempt to assign the     Agreement or transfer control, customer accounts, or operational use in     violation of this provision shall be void and shall constitute a Material     Breach.
3. This restriction is in addition     to and complementary to the non-transferability of customer accounts and     subaccounts detailed in Section 11.

‍

19. Severability

1. If any provision of this     Agreement is determined by a court or arbitrator of competent jurisdiction     to be invalid, illegal, or unenforceable, such provision shall be enforced     to the maximum extent permitted by applicable law, and the remaining     provisions shall continue in full force and effect.
2. The invalidity of any part of     this Agreement shall not affect the validity or enforceability of the     remaining provisions.

‍

20. Entire Agreement

• This Agreement, including all     referenced and incorporated Exhibits, constitutes the entire agreement     between the Parties with respect to the subject matter hereof and     supersedes all prior or contemporaneous understandings, communications,     negotiations, and agreements, whether written or oral, relating to such     subject matter.

‍

21. Counterparts and Electronic Execution

• This Agreement may be executed in     one or more counterparts, each of which shall be deemed an original, and     all of which taken together shall constitute one and the same instrument.     Execution and delivery of this Agreement by electronic means, including digital     signature or electronic acceptance, shall be legally binding and have the     same legal effect as delivery of an original signed copy.
• ‍

Exhibits Incorporated by Reference:

1. Exhibit A: Referral Program Terms
 
2. Exhibit C: Agency Program Terms
3. Exhibit F: Service Level Agreement (SLA)
4. Exhibit G:  Data Processing Agremment (DPA)

 By executingthis Agreement or completing onboarding, the Licensee acknowledges that it hasread, understood, and agrees to be bound by the terms set forth herein and inthe applicable program exhibits.

‍