Voice Assist Subscriber Terms and Conditions

PLEASE READ THESE SUBSCRIBER TERMS AND CONDITIONS CAREFULLY BEFORE ACCESSING OR USING THE VOICE ASSIST SERVICE

Effective Date: November 28th 2011

These Subscriber Terms and Conditions (“Subscriber Terms”) constitute a legal agreement between you, on the one hand, and Voice Assist Inc collectively referred to as “Voice Assist,” “we,” “us,” or “our”), on the other. These Subscriber Terms apply to your use of all Voice Assist branded, cloud-hosted, speech-to-text software, applications, services, and any associated documentation provided to you by Voice Assist (collectively, the “Service”). These Subscriber Terms will also govern any Updates, unless such Update is accompanied by a separate license in which case the terms of that license will govern. “Updates” means any updates, upgrades, bug fixes, patches, and new versions of the Service (or part thereof) that we may provide to you. “You” means a non-entity individual that subscribes to, accesses or uses the Service.

 

BY SUBSCRIBING TO, ACCESSING OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THESE SUBSCRIBER TERMS. IF YOU DO NOT AGREE TO THESE SUBSCRIBER TERMS, DO NOT SUBSCRIBE TO, ACCESS OR USE THE SERVICE.

 

DO NOT RELY ON THE SERVICE FOR ANY CONFIDENTIAL, SENSITIVE, OR EMERGENCY COMMUNICATION. YOU ASSUME ALL RISKS ASSOCIATED WITH YOUR USE OF THE SERVICE.

 

1. Registration; Updated Information

You represent that you are the individual subscribing to the Service or you are legally authorized to act on that individual’s behalf, and you are at least 18. You confirm that you have and will provide current, true, accurate and complete data to Voice Assist in subscribing to the Service. You agree to maintain and update your contact and billing information so that it is complete and accurate at all times.

 

2. Ownership; License Grant; Access Line

(a) The Service is protected by copyright and other intellectual property laws and treaties. The Service is licensed and not sold. Except for the limited license expressly granted to you in these Subscriber Terms, Voice Assist and its licensors reserve all right, title and interest in and to the Service.

 

(b) Subject to your compliance with these Subscriber Terms, we grant to you a personal, limited, non-exclusive, non-transferable, non-sublicenseable, revocable license to access and use the Service, including the Access Line (defined below), solely for your personal, non-commercial use. You may not access or use the Service if you are, or are acting on behalf of (including as an employee or contractor), a competitor of Voice Assist, except with our prior written consent.

 

(c) Upon our acceptance of your subscription to the Service, Voice Assist may assign you a local telephone number or toll free number (“Access Line”) that you may use to access the Service. You acknowledge and agree that the Access Line is owned by Voice Assist or its suppliers and you have no right, title or interest in and to the Access Line, and Voice Assist may disable or replace the Access Line assigned to you at any time.

 

3. Right to Terminate or Suspend Service; Restrictions on Use

You must use the Service in compliance with these Subscriber Terms and all applicable laws and regulations. Voice Assist reserves the right to limit, suspend or terminate, with or without notice to you, the provision of the Service to you (and suspend or terminate your access to the Access Line) in the event you use the Service in a harmful, offensive manner or otherwise in violation of these Subscriber Terms or applicable laws or regulations, as determined in Voice Assist's sole and absolute discretion. Without limiting the foregoing, you acknowledge and agree that you will not:

 

• rent, lease, lend, sell, port, redistribute or sublicense the Service (or any part thereof, including but not limited to the Access Line);
• copy, translate, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Service or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law);
• alter, obscure or remove any copyright or other proprietary notices included in or with the Service;
• access or use the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes, including building a competitive product or service;
• use the Service to transmit any material that infringes, violates or misappropriates the intellectual property rights, privacy or publicity rights, or any other proprietary rights of a third party;
• use the Service for auto-dialing, continuous or extensive call forwarding, telemarketing (including without limitation charitable or political solicitation or polling), or sending SPAM;
• use the Service to distribute material which is libelous, defamatory, obscene, pornographic, threatening, abusive or hateful, including material harmful to children;
• use the Service to send or store material that contains software viruses or any other computer codes, files or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of Voice Assist or any third party;
• violate or circumvent any security mechanisms in the Service, or the security of systems accessible through the Service;
• attempt to cause harm to Voice Assist’s or third-party equipment, software or processes used in connection with furnishing the Service;
• attempt to gain unauthorized access to the Service, any telephone lines or other accounts, computer systems or networks connected to the Service;
• take any action that imposes or may impose (as we determine in our sole discretion) an unreasonable or disproportionately large load on our (or our third-party providers’) infrastructure;
• create a false identity, impersonate any person or entity, or otherwise purposefully mislead others as to the identity of the originator of any message;
• use the Service for commercial activities or sales (such as contests, sweepstakes, barter, advertising or pyramid schemes);
• share the account with other individuals--your account is for your individual use only.

 

In addition, Voice Assist may deny, limit, suspend or terminate your access to or use of the Service if:

• you make a false statement to us in the registration process or subsequently thereto;
• you fail to make any payment due to us;
• you become insolvent or are the subject of bankruptcy proceedings;
• We are unable to verify your credit or other information; or
• We believe or suspect that you are not adhering to the restrictions on use noted above.

 

4. Payment for Service

You will be charged a recurring fixed monthly service charge (“FMSC”) in advance of each month of your use of the Service and based on the Service plans described at http://www.voiceassist.com/PlansPricing.aspx except during any free trial periods or for “no fee” versions of the Services. On the start date of your initial paid subscription to the Service and on a monthly basis thereafter, Voice Assist or its designee will automatically debit the applicable FMSC from your checking account or credit card, as authorized by you at the time of subscribing to the Service. If you subscribed to any annually billed services then they will be automatically billed annually. If the debit transaction fails to be approved by your bank or credit card company, Voice Assist may interrupt Service or, at its sole and absolute discretion, terminate Service for non-payment. Failure to restore access with a valid credit card within ten (10) days will result in automatic termination of Service without re-instatement unless you pay a $25.00 re-activation fee within thirty (30) days of termination of Service.

 

5. Rates Subject to Change

We reserve the right to change the FMSC with thirty (30) days written notice to you. Notice will be deemed automatically given when new rates are posted at www.voiceassist.com/PlansPricing.aspx All rate changes posted will automatically become effective on your next billing cycle.

 

6. Unlimited Usage Plans

Unlimited usage plans are bound by the average usage of the Service by the total population of Voice Assist subscribers using the unlimited plan (“Average Use”). If you exceed 35% of the Average Use, your use of the Service may be restricted or suspended, and your account will be subject to investigation for violation of these Subscriber Terms. We reserve the right to charge you for excessive use.

 

7. Termination

Voice Assist reserves the right to terminate your access to the Service or any portion thereof at any time, without notice. Except in the case of termination for your breach of these Subscriber Terms, we will either refund any unused amounts pre-paid by you for the Service or will provide service for the remaining pre-paid period of time. If you breach any of the terms and conditions of these Subscriber Terms, these Subscriber Terms will automatically terminate. In the event of termination of these Subscriber Terms, any and all licenses granted to you under these Subscriber Terms immediately cease, and you must (i) immediately cease all use of the Service and Access Line, and (ii) delete all copies (full or partial, and in any form or media) of the Service in your possession, custody, or control. Sections 2(a), 14, 15, 16, 17, 18, 22, 23, and this sentence will survive any termination of these Subscriber Terms.

 

8. Consent to Use of Data

You agree that Voice Assist (and its affiliates and agents) may collect, use, transmit, process and maintain your registration and billing data, technical data, contact data, and related information, including but not limited to your contact lists, technical information about your device, system and application software, and peripherals, that is provided by you or otherwise gathered periodically to facilitate the provision of certain features and functionality of the Service, software updates, product support and other services to you (if any) related to the Service, complete transactions and bill for Services, improve the Services, suggest additional or different products or services, and protect our rights and property. We may use the data in accordance with the Voice Assist Privacy Policy.

 

9. Access

You must provide, at your own expense, the telephone service, wireless or landline device and/or Internet connections to access and use the Service. We do not guarantee that the Service can be accessed or used through all wireless devices or wireless service plans. Your service plan must allow you to call the Voice Assist Access number. We do not guarantee that the Service is available in all geographic locations or appropriate for use in any particular location. You acknowledge that when you use the Service, your wireless carrier may charge you fees for data, messaging and other wireless access. Check with your carrier to verify whether there are any fees that may apply to you. YOU ARE SOLELY RESPONSIBLE FOR ANY COSTS YOU INCUR TO ACCESS THE SERVICE THROUGH YOUR PHONE OR WIRELESS DEVICE

 

10. Safety

You agree to exercise reasonable judgment, take appropriate safety precautions, and observe all applicable laws, including driving laws while using the Service. If you feel that using the Service under certain circumstances would compromise your safety or the safety of others in any way, or cause you to violate any laws, then you agree not to use the Service.

 

11. User Account and Password; Privacy and Security

You are entirely responsible for the security and confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to immediately notify Voice Assist of any unauthorized use of your account or any other breach of security of which you become aware.

 

12. Caution about Accuracy of Information.

You acknowledge and agree that speech to text transcription may not always be accurate and may contain inaccuracies, typographical errors, and may contain content that you find offensive or obscene, or which is incorrect or confusing.

 

13. Third Party Services

You acknowledge and agree that the provision of Services depends on the Internet and various networks, equipment, and technologies of third party service providers, such as telecommunications carriers, cloud service providers and other suppliers that are not under the control of Voice Assist. Voice Assist will not be liable to you or any third party for any failures, delays, errors, or unavailability of such third party services.

 

14. DISCLAIMER OF WARRANTIES

THE SERVICE (INCLUDING THE ACCESS LINE) IS PROVIDED “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE,” AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. VOICE ASSIST AND ITS SUPPLIERS MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OF QUIET ENJOYMENT OR NON-INFRINGEMENT. THERE IS NO WARRANTY THAT THE SERVICE (INCLUDING BUT NOT LIMITED TO THE ACCESS LINE) WILL BE UNINTERRUPTED, ALWAYS AVAILABLE, ACCURATE, COMPLETE, USEFUL, FUNCTIONAL OR ERROR FREE, OR THAT DEFECTS IN THE SERVICE WILL BE CORRECTED. THERE IS NO WARRANTY THAT ANY DATA OR CONTENT YOU INPUT, IMPORT, TRANSFER, TRANSMIT, DOWNLOAD OR UPLOAD TO OR THROUGH THE SERVICE WILL BE ACCURATELY TRANSCRIBED, TIMELY DELIVERED, TRANSMITTED OR STORED SECURELY OR BACKED-UP. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY VOICE ASSIST OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

 

15. DISCLAIMER OF CERTAIN DAMAGES

IN NO EVENT WILL VOICE ASSIST OR ANY OF ITS SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, PROPERTY DAMAGE, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY OF GOOD FAITH OR REASONABLE CARE, FOR NEGLIGENCE AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER, ARISING OUT OF, BASED ON, RESULTING FROM OR IN ANY WAY RELATED TO THESE SUBSCRIBER TERMS OR THE SERVICES (INCLUDING THE ACCESS LINE), EVEN IF VOICE ASSIST OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16. LIMITATION OF LIABILITY AND EXCLUSIVE REMEDY

(A) VOICE ASSIST AND ITS SUPPLIERS’ MAXIMUM, AGGREGATE LIABILITY TO YOU, AND YOUR EXCLUSIVE REMEDY FOR ANY AND ALL DAMAGES, INJURY, PROPERTY DAMAGE AND LOSSES ARISING FROM ANY AND ALL CLAIMS AND CAUSES OF ACTION ARISING OUT OF, BASED ON, RESULTING FROM OR IN ANY WAY RELATED TO THESE SUBSCRIBER TERMS OR THE SERVICES (INCLUDING THE ACCESS LINE) WILL BE TO RECOVER THE ACTUAL DAMAGES YOU INCUR BASED UPON REASONABLE RELIANCE ON THE SERVICES UP TO AN AMOUNT EQUAL TO ONE MONTH’S SERVICE FEES PAID BY YOU HEREUNDER. THE EXISTENCE OF MULTIPLE CLAIMS OR SUITS UNDER OR RELATED TO THESE SUBSCRIBER TERMS OR THE SERVICES (INCLUDING THE ACCESS LINE) WILL NOT ENLARGE OR EXTEND THE LIMITATION OF MONEY DAMAGES. THESE ACTUAL MONEY DAMAGES WILL BE YOUR SOLE REMEDY.

(B) THE DAMAGE EXCLUSIONS AND LIMITATIONS OF LIABILITY IN SECTIONS 15 AND 16(A) OF THESE SUBSCRIBER TERMS WILL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

17. Independent Remedies

The exclusion of damages under Section 15 is independent of your exclusive remedy in Section 16 and it survives even if the exclusive remedy fails of its essential purpose or otherwise is deemed unenforceable. Each of these limitations of liability in Sections 15 and 16 apply without regard to whether damages arise from (i) breach of contract, (ii) breach of warranty, (iii) fault or tort, including negligence and misrepresentation, (iv) strict liability or (v) any other cause of action, to the extent the exclusions and limitations are not prohibited by applicable law.

 

18. Indemnification

Upon a request by Voice Assist, you agree to defend, indemnify, and hold harmless Voice Assist and our parent and other affiliated companies, and our respective employees, contractors, officers, directors, suppliers and agents and distributors from all liabilities, claims, and expenses, including attorneys’ fees that arise from your use of the Service or violation of these Subscriber Terms. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

 

19. U.S. Government License Rights

All software provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995 is provided with the commercial license rights and restrictions described in these Subscriber Terms. All software provided to the U.S. Government pursuant to solicitations issued prior to December 1, 1995 is provided with "Restricted Rights" as provided for in FAR, 48 CFR 52.227-14 (JUNE 1987) or DFAR, 48 CFR 252.227-7013 (OCT 1988), as applicable.

 

20. Export Restrictions

You acknowledge that the Service contains software that is subject to U.S. export jurisdiction. You agree to comply with all applicable international and national laws that apply to the Service, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

 

21. ELECTRONIC NOTICES

YOU AUTHORIZE US TO PROVIDE YOU ANY INFORMATION AND NOTICES REGARDING THE SERVICES (“NOTICES”) BY EMAIL, SMS, MMS, TEXT MESSAGE OR OTHER ELECTRONIC MEANS AND THAT CERTAIN INFORMATION ABOUT YOUR WIRELESS DEVICE AND USAGE OF WIRELESS SERVICES MAY BE COMMUNICATED TO US. WE MAY ALSO PROVIDE NOTICES TO YOU (i) VIA E-MAIL IF YOU HAVE PROVIDED US WITH A VALID EMAIL ADDRESS OR (ii) BY POSTING THE NOTICE ON A WEB PAGE.

 

22. Applicable Law and Forum

Nevada state law governs the interpretation of these Subscriber Terms and applies to claims for breach of it, regardless of conflict of laws principles. The laws of the state where you live govern all other claims, including claims under state consumer protection laws, unfair competition laws, and in tort. Regardless of the choice of laws, any action arising out of or related to these Subscriber Terms shall be brought in the state or federal courts located in Orange County, California, and each party irrevocably consents to the exclusive jurisdiction and venue of such courts. If either party employs attorneys to enforce any rights arising out of or relating to these Subscriber Terms, the prevailing party will be entitled to recover its reasonable attorneys' fees, costs and other expenses.

 

23. General

If a court of competent jurisdiction determines that any part of these Subscriber Terms is invalid or unenforceable, then it will replace the invalid or unenforceable provision with a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Subscriber Terms will continue in effect. The section titles in these Subscriber Terms are used only for the parties’ convenience and have no legal or contractual significance. We may assign these Subscriber Terms, in whole or in part, at any time with or without notice to you. You may not assign these Subscriber Terms or assign, transfer, or sublicense your rights, if any, in the Service (including the Access Line). Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. These Subscriber Terms (including any other incorporated terms) constitute the entire agreement between you and Voice Assist with respect to the Service and supersede all prior or contemporaneous communications of any kind between you and Voice Assist with respect to the subject matter hereof.

 

24. Modification of these Subscriber Terms

Voice Assist may modify these Subscriber Terms at any time in its sole discretion. If so, a change of terms notice or a current version of these Subscriber Terms will be posted at the Voice Assist website (at www.voiceassist.com). In the event of a material change to these Subscriber Terms we will also use reasonable efforts to notify you by sending notice to you in accordance with Section 21 above. If any modification is unacceptable to you, you agree that your only recourse is to immediately terminate your use of the Service and Access Line. Your continued use of the Service following our posting of a change of terms notice will constitute your binding acceptance of the modified Subscriber Terms.

 

Last Modified November 28^th, 2011.