Terms of Service
VoiceCommand - Terms of Service
(updated June 14, 2022)
These Terms are a legally binding agreement between you and VoiceCommand and its affiliates and providers (“Company”, “our”, “we”, or “us”) that govern your access and use of the VoiceCommand’s services (“VC”), VoiceCommand’s business eligibility Platform (“VoiceCommand Platform”), for an initial period of 12-months. The VoiceCommand website available at VoiceCommand.net (“Website”) and any other software, features, products, content, and services that we may provide to you at any time (collectively, “Services”)
By entering into these Terms, and/or by accessing or using the Services, you consent to our access, collection, use, and disclosure of your personal information as set forth in our Privacy Policy (“Privacy Policy”) which is incorporated herein by reference.
If you do not agree to be bound by the provisions of these Terms or if you do not have the legal authority to accept them on behalf of the entity you represent, you may not use or access the Services.
These Terms apply to all users of the Services, as follows (each of which shall be referred to as “user” or “you”):
“Customer”: any individual or entity that uses “VC”, purchases a license to use the VoiceCommand Platform (whether directly or indirectly via a Partner or a Reseller), or access or use any other Services.
“End User”: any individual that accesses and uses the Website or users one of the products offered on a Customer Website (as defined below).
If you are entering into these Terms on behalf of a legal entity, you represent that you have the authority to bind such entity to these Terms, in which case the term “you” will refer to such entity. if you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and may not use the Service. By clicking a box indicating your acceptance of these Terms, you agree you have read and are bound by the terms of these Terms.
The Services are intended for use by individuals who are of the legal age required to form legally binding contracts under applicable law and in no event under the age of 18. These Terms are void where prohibited by law and the right to access and use the Services is not granted in such jurisdictions. By using the Services, you represent and warrant that you are 18 years of age or older. If you are not 18 years of age or older, you must not access or use any of the Services. In no circumstances are the Services available to any person or entity who have had their User Account (as defined below) temporarily or permanently deactivated, or any person or entity that seeks to use the Services in violation of these Terms.
Services
1. VoiceCommand is an interactive navigation maps and voice search platforms on the World Wide Web of (all or part of) the World Wide Web.
2. Such service example as follows: Google Voice, Siri, and Alexa.
3. We may not be able to complete all or parts of this Service if you have an existing listings management service with any third parties that we rely on to provide this Service.
4. Some parts of this Service require you to authorize us to access/manage your accounts, including your Google account. If you do not provide such authorization, we will not be able to complete this Service with respect to your Google page, or with respect to other third-party sites requiring you to provide similar authorization.
Acceptable Use
You and Your Personnel (or anyone on your behalf) will not: (i) impersonate another person or entity, defame, abuse, harass, threaten, or otherwise violate the legal rights of others, including privacy and intellectual property rights; (ii) remove, disable, circumvent, or otherwise create or implement any workaround to any intellectual property rights, rights management, or security features in or protecting the Services or any part thereof; (iii) make the VoiceCommand Platform or VC available on a network where they may be accessed by any third party; (iv) use the Services on or in connection with any website which is or promotes obscene, excessively profane, racist, ethnically offensive, threatening, infringing, excessively violent, libelous, gambling-related, or discriminatory, offensive, misleading or deceptive; (v) change, edit, add to, copy or extract any content from or produce summaries of the Services or any part thereof other than as expressly provided herein; (vi) attempt to interfere with or disrupt the Services, or attempt to gain access to any systems or networks that connect thereto; (vii) use the Services in any unlawful manner, for any unlawful purpose, or in any manner contrary to or inconsistent with these Terms or applicable law; (viii) use VC in any manner that may damage, disable, overburden or impair it in any manner; and (ix) create or attempt to create a substitute or similar service or product through your use of the Services. We reserve the right to investigate and take any appropriate action against anyone who, in our sole discretion, violates the foregoing including, terminating, and/or suspending your User Account or access to the Services without prior notice, and/or reporting such activities to the authorities.
Intellectual Property; License
The Services, the technology and software underlying the Services or distributed in connection therewith (“Software”) and any Company content, information, graphics files, media and audio files, materials, including designs and graphics (collectively, “Content”) including the Company databases, systems and applications, and all upgrades, updates, corrections, and enhancements thereto and all copyrights and other intellectual property rights related thereto (collectively, “Company IP”) are the property of Company, its affiliates and its licensors, and Company, its affiliates, and licensors retain all right, title, and interest in and to the Company IP. Any use of the Company IP other than as specifically authorized herein is prohibited. All use of the Company IP shall inure to the benefit of the Company, its affiliates, and licensors. All rights in the Company IP that are not expressly granted herein are reserved by Company, its affiliates, and licensors. Except as expressly authorized by Company, you agree not to (i) use, modify, copy, frame, mirror, adapt, scrape, or create derivative works based on the Company IP, in whole or in part; (ii) rent, lease, loan, sell, distribute, assign, lease, sublicense, or otherwise transfer any right in the Company IP; or (iii) disassemble, decompile, reverse engineer, reverse assemble, or otherwise attempt to discover any source code or otherwise transfer any right in the Company IP.
Subject to the provisions of these Terms, Customer hereby grants to Company a limited, non-exclusive, non-assignable, non-transferable, non-sublicensable, royalty-free, fully paid, license during the term hereof to: (i) access and use the Customer Website solely as required to provide Customer with the VoiceCommand Platform; and (ii) translate, adapt and display the content of the License Website such that it will be available to Customer’ end users. All rights that are not expressly granted to us herein are reserved by the Customer. Company may not make any use of the Customer Website, in whole or in part, not expressly permitted hereunder. Unless Customer notifies Company otherwise in writing, Company may, and Customer hereby grants to Company the limited, non-exclusive, royalty-free and fully paid up, non-transferable (except as set forth herein) right and license to, refer to Customer as one of Company’s customers and use its logo as part of such reference (including on the Website), provided that Company complies with any trademark usage requirements notified to it by Customer.
Fees; Payment and Charges
1. To access and use the VoiceCommand Platform you must purchase a subscription (“Subscription”) unless otherwise agreed with us, in writing. The VoiceCommand Platform is provided, according to the subscription plan you chose, in accordance with the respective subscription plans available on the Website (“Subscription Plan” and “Subscription Period”, respectively).
a) The Fees will be as quoted in the Service Pricing from time to time.
b) The Service Pricing will explain whether the Fees that you are to pay for the Services are one-time Fees, recurring Fees (for example, 1-time payment, Annual, Month-to-Month, etc.), transaction-based service Fees or some other kind of Fees.
c) The Fees for a Service exclude all applicable sales taxes and other taxes which will be added on to the Fees.
2. In consideration of the provision of the VoiceCommand platform, you agree to pay us the applicable fees in accordance with your Subscription Plan (“Subscription Fees”). Subscription Fees are stated in U.S. dollars. We reserve the right, at our sole discretion, to update the Subscription Fees, at any time, and will notify you if such update may affect your existing Subscription Plan upon its renewal.
a) Subscription Fees are non-refundable.
2.1 Payment, terms, and conditions.
a) Charges are based on the billing criteria under the applicable Program.
c) There are no warranties, exchanges, or refunds on VoiceCommand fees once your business is submitted, synchronized, and deemed eligible by the Digital platform(s).
d) The Client acknowledges that upon submission Annual or One-Time payments, the funds collected are allocated for, the programming, submission, and synchronization on the selected Digital platform(s).
3.The Agreement will begin on the date that we send the Confirmation of Order (“Effective Date”).
a) If there is a minimum term requirement for a Service, this will be set out in the Service Terms and will be confirmed to you in the Confirmation of Order (“Minimum Term”). The Minimum Term, if any, begins on the date your services begin (“Start Date”). Your Services will continue after the end of the Minimum Term, unless otherwise specified in the Service Terms, until cancelled by us or you. Your Services begin on the Start Date and continue on an annual basis until cancelled by us or you.
4. The Company uses third-party payment processing service providers (each a “Payment Provider”) to process and collect payments hereunder. You acknowledge and agree that we may, at our sole discretion, change, add, or replace any Payment Provider at any time. You further agree to provide all information and execute any documents that shall be required by Company and/or any Payment Provider, at any time, to facilitate the payments hereunder.
a) When you submit your Order, you must provide us with the payment information that we request, which may include:
i. details for a valid credit card from a card issuer acceptable to us; or
ii. details for a valid bank account.
b) You must keep your credit card or bank account information up to date at all times during the term of the Agreement. You authorize us to check your information (including any updated information), to obtain credit authorizations from the issuer of your credit card, and to either charge your credit card or debit your bank account from time to time for any sum's payable by you to us. If any of the services you have purchased are on a monthly, quarterly or annual plan, it is your responsibility to keep your credit card and bank information up-to-date.
c) You must pay for the Services when we require you to. We will charge the card or take the money from the bank account whose details you give us when you place your Order.
d) If you do not pay when you are supposed to:
i. we may charge you interest on the overdue amount at the lesser of 1.5% per month or the highest rate allowed by applicable Laws. This interest will accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether or not this payment occurs before or after any court judgment is made. You must pay us interest in addition to the overdue amount; and
ii. we reserve the right to suspend or cancel all or part of the Services and your access to them.
e) We may offset any amounts you owe us (whether in reimbursement or otherwise) against any payments we make to you.
5. You hereby authorize us, either directly or through the Payment Provider(s), to charge the Subscription Fees via your selected payment method upon its due date. Unless expressly set forth herein, the Subscription Fees are non-cancelable and non-refundable. In the event of failure to collect the Subscription Fees owed by you, we may, at our sole discretion (but shall not be obligated to) retry to collect it at a later time, and/or suspend or cancel your access to the VoiceCommand Platform, without notice. We reserve the right, at our sole discretion, to update the payment methods available on the Website, at any time.
6. Subscription Fees are exclusive of any and all taxes (including sales tax), levies, or duties, which may be imposed in respect of these Terms and the purchase of the Subscription hereunder (collectively, “Taxes”), except for Taxes imposed on our income. You agree that no withholding taxes shall be applied to the Subscription Fees and that insofar as any such taxes apply under applicable law, you shall gross-up such taxes so that we shall receive a net amount equal to the amount we would have received had no such tax applied.
7. You agree to provide us with accurate, complete, and updated billing information, and you authorize us (either directly or through our affiliates, subsidiaries, or other third parties) to charge, request, and collect payment (or otherwise charge, refund or take any other billing actions) from your payment method, and to make any inquiries that we may consider necessary to validate your designated financial information, to ensure prompt payment, including for the purpose of receiving updated payment details from your credit card company (e.g., updated expiry date or card number).
8. If you have purchased a Subscription based product you may cancel within 72 hours of the date of your Subscription (“Subscription Period”) by providing us with a written notice. In order to cancel your Subscription, you must e-mail us info@VoiceCommand.com, and include your full name, the business name for which the termination is sought, and a copy of the transaction receipt. Subscription Fees are non-refundable and non-cancellable. Subject to the foregoing, upon cancellation hereunder all outstanding payment obligations shall immediately become due for your used Subscription Period.
Your Content and Data
While using the Services, you may submit and share content and information with us, including feedback, data, comments, improvements, suggestions, questions, ideas, or other materials (collectively “Your Content”). You are solely responsible for Your Content. You represent and warrant that you own all intellectual property rights in and to Your Content, including all intellectual property rights and rights of publicity contained therein or thereto. You hereby grant Company with an irrevocable, worldwide, perpetual, unrestrictive, non-exclusive, royalty-free, transferable and sublicensable right and license to use, copy, distribute, disseminate, prepare derivative works of, and display Your Content in any manner we deem fit, including for commercial purposes or otherwise, at our sole discretion and without acknowledgment or compensation to you but in each case, we will not share or publish your personal information without your express prior written consent. You assume all risk associated with Your Content and its transmission and have sole responsibility for the accuracy, quality, legality, and appropriateness of Your Content.
You understand that when you access or use the Services or any part thereof, we may access, collect, and share certain Personal Information (as defined in the Privacy Policy) from, and/or about you as described in the Privacy Policy (“Your Data”). To better understand our practices with respect to Your Data please review the Privacy Policy, which is incorporated herein by reference.
Technical Information
The Company provides technical support services to Customers, during normal business hours via e-mail. These technical support services include assistance in operating the VoiceCommand Platform, solutions to errors and bugs in the VoiceCommand Platform. Customer agrees to provide Company’s support team with all applicable required information and assistance as shall be required in order to address the technical issues that occurred.
The Company shall maintain appropriate administrative, physical, and technical safeguards designed to protect the security of the Services in accordance with industry reasonable standards and practices.
Your Responsibilities
You represent and undertake to procure and ensure that you comply with, adhere to the provisions set forth in these Terms and all applicable laws, regulations, rules, statutes or ordinances governing or otherwise relating to your use of the Services, including privacy and consumer laws.
You represent and warrant that you: (a) own or have all the necessary licenses, rights, consents, and permissions to the Customer Website(s) and any content displayed on it, and (b) are responsible for the Customer Website(s) including its availability, maintenance, any content available therein and its systems and infrastructure.
You agree: (a) to immediately notify Company of any actual, suspected, or potential security breach or improper use of the Services; and (b) not to engage in any activity or in a manner that is inconsistent with your obligations under these Terms.
Disclaimer of Warranties
YOUR USE OF THE SERVICES AND THE CONTENT IS AT YOUR SOLE RISK. THE SERVICES AND THE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE COMPANY, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE OFFICERS, EMPLOYEES, DIRECTORS, SERVICE PROVIDERS, LICENSORS, AND AGENTS, SUCCESSOR AND ASSIGNS (COLLECTIVELY, “COMPANY PARTIES”) EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, THE COMPANY PARTIES PROVIDE NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SERVICES AND THE CONTENT WILL MEET YOUR REQUIREMENTS, NEEDS OR PREFERENCES, OR ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, UNINTERRUPTED, TIMELY, SECURE, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED, OR THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL BE COMPLETE, ACCURATE OR RELIABLE.
Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE COMPANY PARTIES WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING DAMAGES FOR LOSS OF GOODWILL, USE, OR DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE COMPANY PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM (A) THE USE OR THE INABILITY TO USE THE SERVICES AND/OR THE CONTENT; (B) THESE TERMS; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, OR (D) ANY OTHER MATTER RELATING TO THE SERVICES. IN NO EVENT WILL THE COMPANY PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID COMPANY IN THE LAST SIX (6) MONTHS, IF AT ALL, OR, IF GREATER, FIFTY DOLLARS ($50). SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES.
Indemnification
You agree to defend, indemnify, and hold harmless the Company Parties from and against any and all losses, damages, expenses, rights, claims, actions of any kind, and injury (including death) including reasonable attorneys’ fees (collectively, “Claim”), arising out of or relating to (i) your use of the Services, (ii) Customer Website(s), and (iii) your obligations hereunder or your violation of these Terms, applicable law, rule or regulations or of any rights of another. The Company will provide notice to you of any such Claim. Company reserves the right to assume the exclusive defense and control of any Claim, and you agree to cooperate with any reasonable requests assisting Company’s defense thereof. You may not settle or compromise any Claim without Company’s prior written consent.
Electronic Communications
You agree that: (a) we may provide you with communications about the Services, including your User Account, in an electronic form via the email address you have submitted or via your User Account, and (b) these Terms, notices, disclosures, and other communications that we may provide to you electronically satisfy any legal requirement that these communications would satisfy if they were on paper. This section does not affect your non-waivable rights. Please note that you will not be able to opt-out of receiving such service messages.
Term; Termination
These Terms shall be in force and effect unless terminated in accordance herewith.
You may terminate these Terms and the License at any time, by written notice, provide that you pay all applicable fees that are due to Company except where the termination is made within the Refund Period. If you terminate these Terms and the License, your obligation to pay any Subscription Fees payable to us for the period up to and until the expiration of your then-current Subscription Period shall remain in full force and effect. In no event will termination following the expiration of the Refund Period relieve you of your obligation to pay any Subscription Fees due to the Company for the period of your then-current Subscription Period.
We may terminate these Terms and the License, at any time, for any reason, by providing you with a 30-days prior written notice. If we terminate these Terms and the License, we will refund to you any prepaid Subscription Fees covering the remainder of your Subscription Period after the effective date of such termination.
Each party may terminate these Terms and the License for cause, by written notice, if (i) the other party is in a material breach of these Terms and such breach remains uncured for 14 days of written notice thereof, or (ii) the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. If we terminate these Terms and the License according to Section 4(i), your obligation to pay any Subscription Fees payable to us for the period up to and until the expiration of your then-current Subscription Period shall remain in full force and effect. In no event will such termination relieve you of your obligation to pay any Subscription Fees due to the Company for the period of your then-current Subscription Period.
Notwithstanding the foregoing, we may, at any time and without prior notice, suspend your access to the Services or any part thereof, if we believe, at our sole discretion, that you or any third party: (a) are using the Services in a manner that may impose a security risk, may cause harm to us or any third party, and/or may give rise to any liability for us or any third party; or (b) breach the provisions of these Terms or applicable law. The foregoing suspension rights are in addition to any other remedies that may be available to us in accordance with these Terms and/or applicable law.
Upon the termination of these Terms: (a) all rights and licenses granted herein shall terminate immediately and you shall cease all use of the Services, including your User Account; and (b) to the extent applicable, you shall remove the VoiceCommand Platform from your Customer Websites.
Termination of these Terms will not relieve you from your obligation to pay any fees that are due or entitle you to any refund. All the provisions of these Terms that by their nature need to survive termination of these Terms and any accrued rights related to payments shall survive such termination. The termination of these Terms, in part or in whole, shall not limit either party from pursuing other remedies available to it, nor shall you be relieved of your obligation to pay any fees that are due and owing to Company under these Terms through the effective date of termination, unless otherwise stated herein. Neither party shall be liable to the other for any damages resulting solely from termination of these Terms as permitted herein.
Modifications
We reserve the right, at our discretion, to update, change, modify, add, or remove portions of these Terms at any time. All non-material changes are effective immediately when we post them on the Website and apply to all access to and use of the Services thereafter. If we make material updates to these Terms that would negatively impact your rights or increase your obligations hereunder, we will notify you of the change via the Services or by e-mail to the e-mail address associated with your User Account, or in any other similar manner. If you do not agree with the change, you have the right to terminate these Terms by closing your User Account. Access or use of the Services following receipt of a notice updating these Terms constitute your acceptance of the update or change and consent to the updated Terms. The most current version of these Terms will appear on the Website under the “Terms of Service”.
Miscellaneous
These Terms and the Privacy Policy constitute the entire agreement between you and the Company governing your access and use of the Services and the Content and supersede any prior agreements between you and Company with respect to the Services. You also may be subject to additional terms and conditions that may apply when you use Third-Party Services, third-party content, or third-party software. These Terms will be governed by the laws of the State of Florida, the United States without regard to its conflict of law provisions. Any action or proceeding arising from or relating to these Terms may only be brought in the courts located in Palm Beach, Florida and each party irrevocably submits to such exclusive jurisdiction and venue. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms. The failure of the Company to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Services, or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of these Terms and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms without the prior written consent of Services, but Services may assign or transfer these Terms, in whole or in part, without restriction. The section titles in these Terms are for convenience only and have no legal or contractual effect. As used in these Terms, the words “include” and “including,” and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.” Notices to you may be made via either email or regular mail. The Services may also provide notices to you of changes to these Terms or other matters by displaying notices or links to notices generally on the Services. Services will not be in default hereunder by reason of any failure or delay in the performance of its obligations where such failure or delay is due to civil disturbances, riot, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or unavailability of electrical power, network access or equipment, or any other circumstances or causes beyond Company’s reasonable control. The Services are made available to the U.S. government with “RESTRICTED RIGHTS.” Use, duplication or disclosure by the U.S. government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Access or use of the Services (including the Software) by the U.S. government constitutes acknowledgment of our proprietary rights in the Services (including the Software).
Contact Us
If you have any questions or concerns about these Terms or the Services, please contact us via email at info@VoiceCommand.net