Terms and Conditions

These Terms and Conditions (the “Terms”) are effective upon execution of a Service Agreement referencing these Terms (collectively the “Agreement”), by and between Voxr AI Corp (“Voxr AI”) and the party named as Customer in the Service Agreement (“Customer”). The Agreement governs the provision by Voxr AI to the Customer of AI Assistant Communications Software as it may be updated from time to time in Voxr AI’s sole discretion (the “Voxr AI Service”). The Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior communications and agreements.

1. Voxr AI Service.
  1. Voxr AI Communications Software is a web application that deploys human-like AI assistants to communicate with the user’s prospects and clients to complete and autonomously automate tasks, such as, lead management and customer service processes-streamlining the entire customer experience at a fraction of the cost. Subscriptions for the service will include: Kickstart, Professional, Growth, Enterprise, and Custom.
1. Billing and Payments.
  1. The billing service for Voxr AI is provided by Stripe and acceptable methods of payment include all major debit and credit cards from customers in every country. For conveniency, Fast Checkouts are available with Stripe payment services with their “wallet” method (i.e. Apple Pay, Google Pay, Paypal, etc.) that digitally stores credit and debit cards. Billing cycles offered by Voxr AI will consist of monthly and annual payments.
2. Voxr AI Intellectual Property Rights & Restrictions.
  1. Voxr AI shall retain all intellectual property rights in the Voxr AI Service, including any and all derivatives, changes, and improvements thereof, and Customer agrees that it obtains no intellectual property rights or licenses by this Agreement except those expressly granted herein. Customer hereby grants Voxr AI a non-exclusive, perpetual, irrevocable, royalty-free license to any ideas, suggestions or feedback given by Customer pertaining to the Voxr AI Service. Customer shall (i) not attempt to infiltrate, hack, reverse engineer, decompile, or disassemble the Voxr AI Service; (ii) not represent that it possess any proprietary interest in the Voxr AI Service; (iii) not directly or indirectly, take any action to contest Voxr AI’s intellectual property rights or infringe them in any way; and (iv) except as specifically permitted hereunder, not use the name, trademarks, trade-names, and logos of Voxr AI.
3. Customer Content.
  1. Ownership. All data, information, files or other materials and content that Customer makes available to Voxr AI for the purpose of utilizing the Voxr AI Service, including, without limitation, the content of telephone calls made by or to Customer and its End-Users (“Customer Content”) shall remain the sole property of Customer. Voxr AI is not responsible for the content of or any use by Customer of the Customer Content.
  2. License to Voxr AI. Customer hereby grants Voxr AI a worldwide, non-exclusive, royalty-free, license to use, copy, reproduce, distribute, prepare derivative works of, display and perform any and all Customer Content, solely to the extent required to perform the Voxr AI Service.
  3. Machine Learning Data. Voxr AI may anonymize and aggregate Customer Content (as so anonymized and aggregated, “Machine Learning Data”) for the purpose of analyzing and improving the performance of the Service, including the machine learning algorithms underlying the Service. Customer hereby grants to Voxr AI a worldwide, non-exclusive, royalty-free, license to use, copy, reproduce, distribute, prepare derivative works of, display and perform any and all Machine Learning Data for such purposes, provided that no such use of the Machine Learning Data identifies the Customer or any of its End-Users.
1. Confidentiality.
  1. Nondisclosure. Each party (each a “Receiving Party”) agrees that it shall use and reproduce the Confidential Information of the other party (the “Disclosing Party”) only for purposes of exercising its rights and performing its obligations under this Agreement and only to the extent necessary for such purposes and shall restrict disclosure of such Confidential Information to the Receiving Party’s employees, consultants, or advisors who have a need to know and who are bound by obligations of confidentiality and nonuse at least as protective of such information as this Agreement and shall not disclose such Confidential Information to any third party without the prior written approval of the Disclosing Party. The foregoing obligations shall be satisfied by the Receiving Party through the exercise of at least the same degree of care used to restrict disclosure and use of its own information of like importance, but not less than reasonable care. Notwithstanding the foregoing, it shall not be a breach of this Agreement for the Receiving Party to disclose Confidential Information if compelled to do so under law, in a judicial or other governmental investigation or proceeding, provided that, to the extent permitted by law, the Receiving Party has given the Disclosing Party prior notice and reasonable assistance to permit the Disclosing Party a reasonable opportunity to object to and/or limit the judicial or governmental requirement to disclosure. “Confidential Information” means all information of a party disclosed to the other party, regardless of the form of disclosure, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including without limitation and without the need to designate as confidential, the terms and conditions of this Agreement.
  2. Exceptions. Notwithstanding anything to the contrary herein, neither party shall be liable for using or disclosing information that such party can prove: (i) was publicly known at the time it was disclosed or has become publicly known through no fault of the Receiving Party; (ii) was known to the Receiving Party, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; (iii) is disclosed with the prior written approval of the Disclosing Party; (iv) was independently developed by the Receiving Party without any use of the Confidential Information, as demonstrated by files created at the time of such independent development; (v) becomes known to the Receiving Party, without restriction, from a source other than the Disclosing Party without breach of this Agreement by the Receiving Party and otherwise not in violation of the Disclosing Party’s rights; or (vi) is disclosed generally to third parties by the Disclosing Party without restrictions similar to those contained in this Agreement.
1. Representations and Warranties.
  1. Mutual Warranties. Each party represents and warrants that (i) this Agreement constitutes a legal, valid and binding obligation, enforceable against it in accordance with the terms of this Agreement, and (ii) its execution and delivery of this Agreement and its performance hereunder will not violate any applicable law, rule or regulation (including, in the case of Customer, with respect those laws relating to call recording, telemarketing and privacy).
  2. Customer Warranties. Customer represents and warrants that the Customer Content does not infringe upon any third party’s proprietary rights, including intellectual property rights. Customer represents and warrants that (i) it is aware of its obligations with respect to compliance with laws relating to call recording, telemarketing, spam and privacy, and (ii) recognizes that it is its sole responsible to ensure compliance with such laws.
  3. Disclaimer of Warranties. EXCEPT AS EXPRESSLY STATED HEREIN, VOXR AI PROVIDES THE USAGE OF THE VOXR AI SERVICE TO CUSTOMER ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY, AND FITNESS FOR PARTICULAR PURPOSE WHETHER ALLEGED TO ARISE BY LAW, BY USAGE IN THE TRADE, BY COURSE OF DEALING OR COURSE OF PERFORMANCE. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, VOXR AI DOES NOT WARRANT THAT THE VOXR AI SERVICE OR ANY SERVICES RELATED THERETO WILL BE DELIVERED OR PERFORMED ERROR-FREE OR WITHOUT INTERRUPTION OR THAT CUSTOMER WILL ACHIEVE ANY PARTICULAR BUSINESS RESULTS BY USE OF THE VOXR AI SERVICE.
1. Indemnification
  1. Customer’s Indemnities. Customer shall defend, indemnify and hold harmless Voxr AI and its officers, directors, consultants, employees, successors and permitted assigns, from and against any third party claim, suit or proceeding and all resulting damages, costs, losses, awards and reasonable attorneys’ fees (collectively, a “Claim”), arising out of or relating to (a) the use or display of any Customer Content; (b) Customer’s breach of its warranties under Section 6.1 of this Agreement; or (c) Customer’s use of the Voxr AI Service in any manner that violates this Agreement or applicable laws, rules or regulations.
  2. Voxr AI’s Indemnities. Voxr AI shall defend, indemnify and hold harmless Customer and its officers, directors, consultants, employees, successors and permitted assigns, from and against any Claim arising out of or relating to an allegation that the Voxr AI Service infringes any intellectual property right of a third party.
  3. Indemnification Procedure. The indemnified party shall provide the indemnifying party with: (a) prompt written notice of such Claim; (b) sole control over the defense and settlement of such Claim; and (c) information as may be reasonably requested by the indemnifying party. The indemnified party will have the right to approve the counsel selected by the indemnifying party for defense of any such claim, which approval will not be unreasonably withheld. The indemnifying party shall not settle any such Claim in a manner that does not unconditionally release the indemnified party without the indemnified party’s written consent.
1. Limitation of Liability.
  1. Exclusion of incidental and consequential damages. In no event will Voxr AI be liable for any indirect, incidental, consequential, special, punitive or exemplary damages, including lost profits, loss of use, loss of data, cost of procurement of substitute goods or services, however caused, and on any theory of liability, whether for breach of contract, tort (including negligence and strict liability), or otherwise, whether or not Voxr AI has been advised of the possibility of such damages.
  2. Maximum aggregate liability. Except in the case of (i) indemnification obligations of section 7 this agreement, (ii) gross negligence or willful misconduct, Voxr AI’s maximum aggregate liability under, arising out of or relating to this agreement or the Voxr AI service shall not exceed the total amount of fees paid by customer to Voxr AI during the twelve (12) months preceding the date the liability first arises.
1. Compliance.
  1. FCC Regulations. Customer agrees to familiarize itself with all FCC Regulations involving and related to voice or telephone communications including, but not limited to, any restrictions on robocalls or AI-generated voice calls.
  2. Prohibited Uses. Customer understands and agrees not to utilize the services of Voxr AI for any prohibited use including, but not limited to, generating any deceptive calls, voter suppression efforts, attempts to collect a debt, to harass or annoy individuals or any other use prohibited by law. Further, Customer understands and agrees that the creation and dissemination of any misleading or false information using Voxr AI’s service is strictly forbidden.
  3. Content Compliance. Customer is solely responsible for the content generated using Voxr AI’s services. Customer is solely responsible to ensure that all content generated complies with all laws, regulations, including any and all copyrights or trademarks.
  4. Opt-Out and Consent. Customer agrees to obtain prior consent for recipients of communications and create a method for recipients to opt-out of communications consistent with existing and future FCC rules and consumer protection laws.
1. Term; Termination.
  1. Term. This Agreement shall commence on the Effective Date and shall remain in effect for the period stated in the Service Agreement or until terminated as provided herein (the “Term”).
  2. Termination for Cause. Voxr AI may immediately terminate this Agreement (i) upon the Customer’s material breach of any provision of these Terms and Conditions; (ii) if the Customer uses Voxr AI’s services for a prohibited use; (iii) if the Customer uses Voxr AI’s services in violation of an any law or regulation; (iv) if the Customer uses Voxr AI’s services in violation of any trademark or copyright; (v) if the Customer uses the Company’s services in any manner inconsistent with this agreement, (vi) if the Customer is judged bankrupt or insolvent, makes a general assignment for the benefit of its creditors, a trustee or receiver is appointed for such party or any petition by or on behalf of such party is filed under any bankruptcy or similar laws.
  3. Termination without Cause. Either party may terminate this agreement for any reason without cause by providing the other party with 30 days written notice.
  4. Effect of Termination. Upon termination or expiration of this Agreement, Customer will immediately cease use of the Voxr AI Service and each party shall return to the other party or destroy all of the other party’s Confidential Information then in its possession, provided however, that customer may retain an archival copy of such data in its backup systems as required by its security and data retention policies or as required by applicable law. The following provisions shall survive any expiration or termination of this Agreement: (i) the obligation of Customer to pay fees incurred prior to termination; (ii) Section 3 (Voxr AI Corp Intellectual Property Rights & Restrictions), (iii) Section 5 (Confidentiality); Section 6.2 (Disclaimer of Warranties); Section 7 (Indemnification); Section 8 (Limitation of Liability); Section 9 (Compliance); and Section 11 (Miscellaneous).
1. Miscellaneous
  1. Amendments. These terms may be amended by Voxr AI from time to time in its sole discretion. In the event of such an amendment, Voxr AI will notify Customer of such update via email and provide Customer 30 days to object to such amendment. If Customer does not object within such period, the amended terms will be effective with respect to Customer upon the end thereof. If Customer does object, the terms in effect immediately prior to such amendment will remain in effect until the end of the then-current Subscription Term, and the amended terms will go into effect upon the beginning of the next Subscription Term, if the agreement is renewed pursuant to the terms of the Service Agreement.
  2. Governing Law. This Agreement is governed by the laws of the Commonwealth of Kentucky, without regards to its conflict of laws principles, and any dispute arising from this Agreement shall be brought exclusively before the state and federal courts in Louisville, Kentucky, and each party irrevocably submits to the jurisdiction of such courts.
  3. Class Action Waiver. Both parties agree that all claims brought against the other must be brought in such party’s individual capacity, and not as a plaintiff or class member in any purported class action, collective action, private attorney general action or other representative proceeding, except to the extent such restriction is prohibited by applicable law.
  4. Assignment. Neither party may transfer or assign its rights or obligations under this Agreement to any third party without the prior written approval of the other party, except for an assignment to an affiliated company or to a successor in connection with a merger, acquisition, reorganization or sale of substantially all of its assets or voting securities. Any purported assignment contrary to this section shall be void. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective successors and assigns.
  5. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when sent by email. Notices to Voxr AI shall be sent to Voxr AI Legal Team, at support@voxr.ai.
  6. Relationship of Parties. The parties are independent contractors and will have no right to assume or create any obligation or responsibility on behalf of the other party. Neither party shall hold itself out as an agent of the other party. This Agreement will not be construed to create or imply any partnership, agency, joint venture or formal business entity of any kind.
  7. Severability. If any provision of this Agreement is held invalid or unenforceable, it shall be replaced with the valid provision that most closely reflects the intent of the Parties and the remaining provisions of the Agreement will remain in full force and effect.
  8. Force Majeure. Except for payment obligations under this Agreement, neither party hereto shall be liable for any loss, damage, or penalty resulting from such party’s failure to perform its obligations hereunder when such failure is due to events beyond its reasonable control, such as, without limitation, flood, earthquake, fire, acts of God, military insurrection, civil riot, or labor strikes.
  9. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.