Terms and Conditions

1. Terms of Use

A. Introduction

Welcome to the Website of Voice Assist, Inc., (“Voice Assist”). This Site and its related services (collectively “Service”) are provided subject to your compliance with the terms and conditions set forth below.

PLEASE READ THE FOLLOWING INFORMATION CAREFULLY. By using our Service or by clicking a box that states that you accept or agree to these terms, you signify your agreement to be bound by these terms of use. If you do not agree to be bound by these terms of use, you may not use our Service.

Note that special terms apply to some services offered, like subscription-based services or other features or activities. These terms are posted in connection with the applicable service. Any such terms are in addition to these terms of use, and in the event of a conflict, prevail over these terms of use.

B. Use of Content

Our website contains content belonging to Voice Assist. Such content includes, but is not limited to, all information, materials, functions and other content (including Submissions, as defined in Section D below) (“Voice Assist Content”) contained in or through our Service. Voice Assist Content is protected by copyright trademark, patent, trade secret, trade name, trade dress and other applicable laws and regulations. Voice Assist owns and retains all rights in Voice Assist Content. Voice Assist hereby grants you a limited, revocable, non-sublicensable license to reproduce and display Voice Assist Content solely for you use in connection with using our Services. We may change our Service or delete Voice Assist Content or features at any time, in any way, for any or no reason.

Except as we specifically agree in writing, no Voice Assist Content from our Service may be used, reproduced, transmitted, distributed or otherwise exploited in any way other than as part of the Service provided, except where the site allows you to download Voice Assist Content for your use, provided that you make no modifications to the Voice Assist Content, and do not use the Voice Assist Content for business use, “re-mailing” or high-volume or automated use of our site or related services.

In the event that we offer downloads of software through our Service and you download such software, the software, including any files, images incorporated in or generated by the software, and data accompanying the software (collectively, the “Software”) are licensed to you by us or third-party licensors for your personal, or in some cases, business use only. We do not transfer title to the Software to you. You may not distribute or otherwise exploit the Software or decompile, reverse engineer, disassemble or otherwise manipulate the Software.

Upon your subscription to our Service, we will assign you a telephone number which is owned by Voice Assist (“Private Line”). You shall have no right to sell, resell, port, reproduce, duplicate, copy, distribute, create derivative works or exploit for commercial purposes, the Service (or any portion thereof) or access to the Private Line, and shall not claim that you have any such right.

C. Restrictions on Use

Voice Assist, in its sole and absolute discretion, reserves and retains the right to reduce, restrict, terminate or suspend, with or without notice to you, the provision of Service (and terminate or suspend you access to the Private Line) in the event you use our Service in a harmful, offensive manner or otherwise in violation of this Terms of Use or applicable law. Without limiting the foregoing, you hereby acknowledge and agree that you shall not:

• Use the Service for auto-dialing, continuous or extensive call forwarding, telemarketing (including without limitation charitable or political solicitation or polling);
• copy, reverse engineer or otherwise alter any aspect of our service;
• Use the Service to distribute material which is libelous, defamatory, obscene, pornographic, threatening, abusive or hateful;
• Transmit any material that infringes the intellectual property rights of third parties or that contains any viruses or other harmful programs;
• Use the Service to violate Voice Assist’s security or the security of systems accessible through the site or related services;
• Attempt to cause harm to Voice Assist or third-party equipment, software or processes used in connection with furnishing the site or related services;
• Create a false identity or otherwise purposefully mislead others as to the identity of the originator of any message;
• Attempt to gain unauthorized access to our website or related services, any telephone lines or other accounts, computer systems or networks through any means;
• Use or attempt to use the Service or the Private Line in a manner that is otherwise in violation of any Federal (including with respect to the transmission of technical data or software to a foreign country), state, local or foreign law;
• Share your account with other individuals. A Voice Assist account is for individual use only.

In addition, Voice Assist may reduce, restrict, terminate or suspend the Service if:

• You are found to have made a false statement to Voice Assist in the registration process or subsequently thereto;
• You fail to make any payment due hereunder;
• You become insolvent or the subject of bankruptcy proceedings;
• You breach any part of this Agreement;
• Voice Assist is unable to verify your credit, if applicable, or other information; or
• Voice Assist believes or suspects that you are not adhering to the restrictions on use noted above.

If your Service is canceled and/or terminated by us, for any reason, you shall not be entitled to a refund of any unused portion of your subscription.

D. Submissions

In these terms of use, we use the word “Submissions” to mean text, messages. files, images, photos, videos, sounds, musical works, works of authorship, applications, ideas, concepts, and/or other similar materials that you submit, post, upload, embed, display, or otherwise distribute (collectively, “Distribute”) on or through our Service.

Voice Assist reserves the right to reject, refuse to post or communicate or remove any Submission for any reason, including Submissions that violate these terms of use or which may be offensive, illegal, or violate the rights of any person or entity, or harm or threaten the safety of any person or entity. Voice Assist assumes no responsibility for monitoring its Service for inappropriate Submissions or conduct. If at any time, Voice Assist chooses, in its sole discretion, to monitor such Submissions, Voice Assist nonetheless assumes no responsibility for the Submissions or an obligation to modify or remove such Submissions, nor does Voice Assist assume responsibility for any user submitting such Submissions.

E. Third Party Communications

You understand and agree that in order to perform to our specifications, Voice Assist will regularly communicate with third party affiliates, as well as, third party affiliates’ hardware/software/servers during the normal course of operation and such will obtain, retrieve, process, transmit and store Submissions received from you.

Our website contains links to other internet websites that take you outside of our Service to sites that are beyond our control, such as banner advertisements and links from advertisers, sponsors and content partners that may use our logo(s) as part of a co-branding relationship. You acknowledge that when you click on any of the aforementioned links, the sites you are taken to are not controlled by us; different terms of use and privacy policy may apply, and we are not responsible for such sites. Voice Assist strongly encourages you to make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any third parties. Nor can we be held responsible for the accuracy, relevance, legality or decency of material contained on such sites.

To the extent above, you acknowledge that Voice Assist has taken all reasonable precautions to protect the secure use of the Service by utilizing an individual pass-code system. When you register, you will create your own password and PIN to protect unwanted access to your account. You shall be responsible for protecting your private password and PIN and will be solely responsible for any damage caused by unauthorized access of your Service. Voice Assist may temporarily interrupt service if abnormal or excessive use is detected. You are responsible for all activities that occur in your account and you agree to notify Voice Assist immediately of any unauthorized account use. Voice Assist is in no way responsible for any loss or damages that you may incur as a result of any unauthorized use of your user account and password.

F. Licenses and Representations

By communicating a Submission, you represent and warrant that the Submission and your communication thereof conform to these terms of use and that you own or have the necessary rights, licenses, consents and permissions, without the need for any permission from or payment to any other person or entity, to exploit, and to authorize us to exploit, such Submission in all manners contemplated by theses terms of use. These terms do not limit any past or future grants of rights, consents, agreements, and waivers you may have made or make with respect to Submissions.

G. Accounts

Our Service permits or requires you to create an account to participate or to secure additional benefits. By using our Service, you hereby agree to (a) provide true, accurate, current and complete information about yourself as requested during our registration process (“Registration Data”) and (b) maintain and update the Registration Data to keep it true, accurate, current and complete. You shall not impersonate any person or entity or misrepresent your identify or affiliation with any person or entity, including using another person’s username, password, Private Line or other account information, or another person’s name, likeness, voice, image or photograph.

Furthermore, you hereby consent to Voice Assist distributing your Registration Data to third parties solely for purposes of technical and other support services, in all events, relating to the provision of the Service to you, and as required by law or in the event you grant Voice Assist the right to so provide such information to other third parties. Acceptance of these terms of use and your continued use of the Service shall constitute your consent to the Privacy Policy and Voice Assist’s limited use of your personal information as more fully set forth in the Privacy Policy found at www.voiceassist.com/html/common/PrivacyForm.aspx.

We may suspend or terminate your account and your ability to use any portion of our Service for failure to comply with these terms of use or any special terms related to a particular service, for infringing copyright, or for any other reason whatsoever.

H. Service Interruptions and Limitations

Voice Assist has selected telecommunications carriers to provide wholesale origination, transport and termination services for all of its subscribers and, therefore, the provision of the Service depends on various carriers, equipment, vendors and other circumstances which are not under the direct control of Voice Assist. You, as the subscriber, acknowledge and agree that access to the Service or Private Line and the provision of the Service is subject to factors outside of Voice Assist’s control and that Voice Assist will not be responsible for any unavailability of the Service or Private Line that you may experience. Voice Assist does not guarantee uninterrupted service. In addition, the quality of voice service may vary because of mobile access, lack of wireless coverage, weather conditions, radio frequency, satellite transmissions and other reasons outside of Voice Assist’s control. You acknowledge that any data or other information obtained though the use of the Service are obtained at your own risk and discretion and Voice Assist will not be liable for or responsible for any damage to you or your property.

I. Service Plans

Voice Assist offers different paid services. You understand that if you subscribe for a paid service, it is only available on a pre-paid basis. You understand and agree that Voice Assist or its licensees, designees, agents or other authorized personnel may automatically debit the subscription fee from your checking account or credit card as indicated by you through the subscription process.

Your particular service plan will be billed as a Fixed Monthly Service Charge (FMSC) and includes the features as documented at www.voiceassist.com/html/common/PlansForm.aspx. The FMSC will automatically be debited from your account in accordance with the date of your initial subscription or plan change. If the debit transaction is not 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 checking account or credit card within ten (10) days will result in automatic termination of service without re-instatement unless you pay a $25 re-activation fee within thirty (30) days of termination of service. After thirty (30) days of non-payment, your Access Line maybe re-assigned to another subscriber. Voice Assist reserves the right to change the FMSC charged for on-going access to this service after ten (10) days written notice to you. Notice shall be deemed automatically given when new rates are posted at www.voiceassist.com/html/common/PlansForm.aspx. All rate changes posted will automatically become effective on the next billing cycle for all subscribers on a specific service plan.

Unlimited use service plans are bound by the average use by the population of subscribers using the plan. If any subscriber exceeds 25% over and above the average usage of the population of subscribers, then their account is subject to investigation for fraudulent use outside these terms and conditions. Voice Assist reserves the right to terminate or charge the user for fraudulent or excessive use.

J. Public Forums and Communication

“Public Forum” means an area, site or feature offered as part of our Service that offers the opportunity for subscribers to Distribute Submissions for viewing by one or more subscribers, including a chat area, message board, instant messaging, mobile messaging, social community environment, profile page, conversation page, blog, e-mail function (including electronic greeting cards and send-a-friend e-mails).

You acknowledge that Public Forums and features offered therein are for public and not private communications, and you have no expectation of privacy with regard to any Submission to a Public Forum. We cannot guarantee the security of any information you disclose through any of these media forms; you make such disclosures at your own risk.

You are and shall remain solely responsible for the Submissions you Distribute on or through our Service under your username or otherwise by you in any Public Forum and for the consequences of submitting and posting same. We have no duty to monitor any Public Forum.

Also, you should be skeptical about information provided by others, and you acknowledge that the use of any Submission posted in any Public Forum is at your own risk. For example, we are not responsible for, and we do not endorse, the opinions, advice or recommendations posted or sent by users in any Public Forum and we specifically disclaim any and all liability in connection therewith.

We owe you no obligation, and therefore may refuse, to post, deliver, remove, modify or otherwise use or take any action with respect to Submissions you Distribute.

K. Disclaimers; Limited Liability

THE SERVICE IS BEING PROVIDED HEREUNDER “AS IS” AND “AS AVAILABLE” AND VOICE ASSIST MAKES NO WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, PERFORMANCE, ACCURACY, COMPLETENESS, AVAILABILITY, SECURITY, COMPATIBILIY, NONINFRINGEMENT OR ANY SIMILAR WARRANTY WHETHER SAID WARRANTY ARISES UNDER PROVISIONS OF ANY LAW OF THE UNITED STATES OR ANY STATE THEREOF. In no event shall Voice Assist be liable for, and you, as the subscriber, hereby release Voice Assist, including its officers, directors, managers, investors, members, employees, consultants, vendors, attorneys, accountants and advisors, from liability, WHETHER OR NOT DUE TO THE NEGLIGENCE OF VOICE ASSIST, for: Any act or omission of any provider of service or facilities other than Voice Assist; Mistakes, omissions, interruptions, errors, failures to transmit, delays or defects in the service provided by or through Voice Assist; Any damage or injury caused by, or allegedly resulting from, the presence or use of any wireless telephone or other service provided by Voice Assist, including, but not limited to, the presence or use thereof in any vehicle or on any property; Claims made against you by third parties; Damage caused by any suspension or termination of Service by Voice Assist; Damage caused by failures or delays in the provision of, or making calls to, 911 or any other emergency service, where such service is available; or Any damage or injury arising from alleged negligence or willful misconduct of any third party, or including, without limitation, any directory assistance or internet service provider. Voice Assist shall not be liable for any indirect, punitive, special, incidental or consequential losses or damages to you or any third party may suffer or incur caused by use of, or inability to make use of, the Service or equipment provided by or through Voice Assist, such as, but not limited to: Loss of business, revenue or profits; Damages or losses as a result of your inability to fulfill agreements with third parties; Claims of personal injuries; or Injury to goodwill.

VOICE ASSIST’S SOLE LIABILITY, IF ANY, FOR LOSS OR DAMAGE ARISING OUT OF MISTAKES, OMISSIONS, INTERRUPTIONS, ERRORS OR ANY OTHER CAUSES, INCLUDING THE NEGLIGENCE OF VOICE ASSIST, SHALL BE LIMITED TO AN AMOUNT EQUAL TO ONE MONTH’S SERVICE FEE FOR THE SERVICE PROVIDED HEREUNDER.

L. Indemnification

To the full extent permitted by law, you hereby release, indemnify, and hold Voice Assist, including its officers, directors, managers, investors, members, employees, consultants, vendors, attorneys, accountants and advisors harmless from and against any and all claims of any person or entity for damages of any nature arising in any way from or relating to, directly or indirectly, the Service provided by Voice Assist or any person’s use thereof, INCLUDING CLAIMS ARISING FROM, IN WHOLE OR IN PART, THE ALLEGED NEGLIGENCE OF VOICE ASSIST, or any violation by you of the terms and conditions set forth herein. This obligation shall survive the termination of provision of the Service hereunder. Voice Assist is not liable to you for changes in operation, equipment or technology that causes your equipment or software to be rendered inoperable, obsolete or require modification.

M. Modification

Voice Assist may unilaterally modify the terms of these terms of use (including, to reduce or expand the level or the breadth of Service), in its sole and absolute discretion, at any time by posting the revised copy of these terms of use to our web site at www.voiceassist.com. Your continued use of the Service will confirm your consent to the terms and conditions herein as well as your acceptance of the changes Voice Assist may make to these terms of use from time to time.

N. Jurisdiction and Venue

These terms of use shall be become effective once submitted or accepted electronically via the internet, when accepted by Voice Assist as approved. If any action at law or equity arises out of or relating to these terms of use, shall be brought in the appropriate state or federal courts located in Orange County, California, and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.

O. General Provisions

1. Entire Agreement. These terms of use shall constitute the entire agreement between the parties with respect to the subject matter contained herein, shall supersede any and all previous agreements either written or oral and shall continue in full force in effect unless or until the parties enter into a subsequent written agreement duly authorized and signed by the parties hereto and evidenced by the date affixed therein. No other agreements either oral or written shall be deemed valid or of any force of affect unless duly signed by the authorized parties hereto as evidenced by duly executed copies in duplicate.

2. Severability. If any provisions of these terms of use shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these terms of use and shall not affect the validity and enforceability of any remaining provisions.

3. Waivers. No waiver of any provision of these terms of use by us shall be deemed a further or continuing waiver of such provision or any other provision, and our failure to assert any right or provision under these terms of use shall not constitute a waiver of such right or provision.

4. Transfer or Assignment. Your Service may not be assigned, licensed, leased or otherwise transferred by you to any third party.

YOU AGREE THAT ANY CAUSE OF ACTION YOU MAY HAVE ARISING OUT OF RELATING TO THESE TERMS OF USE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.

P. Additional Terms

1. Special Provisions Applicable to Users Outside the United States. Voice Assist offers its Services to users outside of the United States and the following provisions apply to those users who interact with or subscribe to Voice Assist services:

   • You consent to having your personal data transferred to and processed in the United States.
   • If you are located in a country embargoed by the United States, or are in the US Treasury Department’s list of Specially Designated Nationals you will not engage in commercial activities on Voice Assist’s website (such as advertising or payments) or operate an application or website.

2. The following additional terms and conditions with respect to our applications designed for use on an Apple iOS-powered mobile device (“iOS App”):

   • You acknowledge that these terms of use are concluded between you and us only, and not with Apple, Inc. (“Apple”). We, and not Apple, are solely responsible for our iOS App and the services and Content available thereon.
   • You agree that your use of our iOS App shall be subject to the Usage Rules set forth in Apple’s then-current App Store Terms of Service.
   • The parties agree that Apple shall have no obligation to provide maintenance and support services with respect to our iOS App.
   • To the maximum extent permitted by applicable law, Apple will have no warranty obligation whatsoever with respect to our iOS App.
   • You agree that we, and not Apple, are responsible for addressing any claims by you or any third party relating to our iOS App or your possession and/or use of our iOS App, including, but not limited to: (i) product liability claims; (ii) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
   • You agree that we, and not Apple, shall be responsible for the investigation, defense, settlement and discharge of any third party intellectual property infringement claim related to our iOS App or your possession and use of our iOS App.
   • 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.
   • You agree to comply with all applicable third party terms of agreement when using our iOS App (e.g., you must not be in violation of your wireless data service terms of agreement when using the iOS App).
   • The parties agree that Apple and Apple’s subsidiaries are third party beneficiaries to the terms of use applicable to our iOS App. Upon your acceptance of the terms of use, Apple will have the right (and will be deemed to have accepted the right) to enforce the terms of use against you as a third party beneficiary thereof.