Terms & Conditions

1. SERVICES, SUPPORT AND TERMS

1.1

Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services in accordance with the service level terms described in this Agreement (including Section 6C) and/or in the applicable Order Form. As part of the registration process, Customer will identify an administrative user name and password for Customer's Company account. Company reserves the right to refuse registration of, or cancel passwords it deems inappropriate.

1.2

Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with the terms set forth in the applicable Order Form or as otherwise specified in Customer's invoice.

1.3 Definition of a Minute

For purposes of this Agreement, a "minute" shall mean the total elapsed time of a training call session, measured from the moment the session is initiated in the Voice Engines system until it is terminated. Minutes are calculated continuously and include periods of silence, pauses, or other non-speech activity. Minutes may be consumed through practice calls or evaluated calls, and are deducted from Customer's purchased balance in accordance with the usage recorded by the system. Partial minutes shall be rounded up.

2. RESTRICTIONS AND RESPONSIBILITIES

2.1

Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services ("Software"); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.

2.2

Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are "commercial items" and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be "commercial computer software" and "commercial computer software documentation." Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

2.3

Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company's standard published policies then in effect (the "Policy") and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys' fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer's use of Services. Although Company has no obligation to monitor Customer's use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

2.4

Customers shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, "Equipment"). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer's knowledge or consent.

3. CONFIDENTIALITY; PROPRIETARY RIGHTS

3.1

Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose business, technical or financial information relating to the Disclosing Party's business (hereinafter referred to as "Proprietary Information" of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services ("Customer Data"). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

3.2

Customers shall own all right, title and interest in and to the Customer Data. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.

3.2A Customer Feedback and Suggestions

If Customer provides Company with any feedback, suggestions, ideas, or other input regarding the Services (collectively, "Feedback"), Customer hereby assigns to Company all right, title, and interest in and to such Feedback, and Company may use, modify, and incorporate such Feedback into the Services or other Company products and services without any obligation to Customer. Customer acknowledges that Company may already be developing or have developed similar ideas, features, or functionality, and Customer waives any claims against Company based on Company's use of such similar ideas, features, or functionality.

3.3

Notwithstanding anything to the contrary, Company shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

3.4 Marketing and Publicity Rights

Customer hereby grants Company the right to use Customer's name, logo, and the fact that Customer is using the Services in Company's marketing and promotional materials, including but not limited to: Company's website, print advertisements, social media platforms, press releases, case studies, customer testimonials, trade show materials, and other marketing communications. Customer acknowledges that Company may identify Customer as a customer of the Services in any such materials. Customer may revoke this right at any time by providing written notice to Company at legal@voice-engines.com, and Company will use commercially reasonable efforts to cease such use within thirty (30) days of receipt of such notice, provided that Company may continue to use materials already in circulation or published prior to such revocation. Company agrees not to use Customer's name or logo in any manner that would imply Customer's endorsement of Company's products or services beyond the fact of Customer's use of the Services, without Customer's prior written consent.

3.5 Data Protection and Security

Company will implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of Customer Data, taking into account the nature of the Services and the sensitivity of the Customer Data processed. Without limiting the foregoing, Company will (a) encrypt Customer Data in transit over public networks using industry-standard protocols (such as TLS) and (b) encrypt Customer Data at rest using industry-standard encryption algorithms. Company will implement logical separation or equivalent controls such that each Customer's encrypted data is segregated from that of other customers, including through distinct encryption keys or key hierarchies, subject to Company's underlying key management architecture.

Company will maintain access controls, logging, and monitoring practices appropriate to a cloud-based, multi-tenant service and will periodically test and evaluate the effectiveness of its security safeguards. In the event Company becomes aware of a confirmed unauthorized access to or disclosure of unencrypted Customer Data within Company's systems (a "Security Incident"), Company will notify Customer without undue delay, provide reasonably available information about the nature and scope of the Security Incident, and take commercially reasonable steps to contain, investigate, and remediate the Security Incident. Company's obligations with respect to any Security Incident are subject to the limitations of liability set forth in Section 8 of this Agreement. Nothing in this Section requires Company to disclose information that would compromise the security of Company's systems or other customers.

4. PAYMENT OF FEES

4.1

Customers will pay Company the then applicable fees described in the Order Form for the Services and Implementation Services in accordance with the terms therein (the "Fees"). If Customer's use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then-current renewal term, upon at least thirty (30) days prior written notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than fifteen (15) days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to the Company's billing support department (billing@voice-engines.com).

4.2

Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company within seven (7) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. Company may suspend or terminate Service immediately upon nonpayment, and Customer's access to the Services may be suspended until all outstanding amounts are paid in full. Customers shall be responsible for all taxes associated with Services other than U.S. taxes based on Company's net income.

4.3 Payment Processing Fees

If Customer elects to pay via credit card, debit card, or any other electronic payment method, Customer agrees to pay any processing fees, transaction charges, or merchant service fees imposed by such providers in addition to the Service Fees. Such fees will be itemized and shown separately on the invoice.

5. TERM AND TERMINATION

5.1

Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the "Term"), unless either party requests termination at least thirty (30) days prior to the end of the then-current term. Either party may terminate this Agreement for convenience at any time upon thirty (30) days' prior written notice to the other party.

5.2

In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days' notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customers will pay in full for the Services up to and including the last day on which the Services are provided. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

5.3 Suspension of Services

Company reserves the right to suspend Customer's access to the Services immediately, without prior notice, in the event of: (a) nonpayment of any fees when due, (b) Customer's breach of this Agreement, (c) Customer's violation of any applicable law or regulation, (d) any use of the Services that Company reasonably believes may harm the Services, other customers, or Company's reputation, or (e) any security breach or unauthorized access to Customer's account. Company may also suspend Services for scheduled maintenance or in the event of a force majeure. Upon resolution of the issue giving rise to the suspension, Company will use commercially reasonable efforts to restore Customer's access to the Services. Customer remains responsible for all fees accrued during any period of suspension.

5.4 Right to Refuse Service

Company reserves the right, in its sole discretion, to refuse to provide Services to any person or entity, or to suspend or terminate any account, at any time and for any reason, including but not limited to violation of this Agreement, fraudulent activity, or any activity that Company deems harmful to its business, reputation, or other customers.

5.5 Data Retention and Destruction

Upon termination or expiration of this Agreement, Company will retain Customer Data for a period of thirty (30) days following the effective date of termination or expiration (the "Retention Period"). During the Retention Period, Customer may request export of Customer Data in a standard format. Following the Retention Period, Company will permanently delete and destroy all Customer Data from Company's systems, except to the extent that Company is required to retain such data by applicable law or regulation, or as necessary to comply with legal obligations, resolve disputes, or enforce this Agreement. Company's data destruction obligations are subject to the limitations set forth in Section 8 (Limitation of Liability) of this Agreement.

6. WARRANTY AND DISCLAIMER

Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company's reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.

HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED "AS IS" AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

6A. SERVICE MODIFICATIONS AND THIRD-PARTY SERVICES

6A.1 Service Modifications

Company reserves the right to modify, update, enhance, or discontinue any feature, functionality, or aspect of the Services at any time, with or without notice to Customer. Company may add new features or remove existing features as part of its ongoing development and improvement of the Services. Customer acknowledges that the Services may change over time and that Company has no obligation to maintain or provide any particular version or feature of the Services.

6A.2 Third-Party Services

The Services may integrate with or provide access to third-party services, software, applications, or content (collectively, "Third-Party Services"). Company does not control, endorse, or assume responsibility for any Third-Party Services. Customer's use of Third-Party Services is subject to the terms and conditions of such third parties. Company disclaims all liability for any Third-Party Services, including but not limited to their availability, accuracy, reliability, or suitability for Customer's purposes. Any issues or disputes with Third-Party Services must be resolved directly with the applicable third party.

6A.3 Data Backup and Recovery

Company will implement and maintain commercially reasonable data backup and recovery procedures to protect Customer Data. Company will use industry-standard practices and technologies to backup Customer Data and will use commercially reasonable efforts to recover Customer Data in the event of data loss, corruption, or deletion. However, Company does not guarantee that all Customer Data will be recoverable in all circumstances, and Company's liability for any failure to recover Customer Data is subject to the limitations set forth in Section 8 (Limitation of Liability) of this Agreement. Customer acknowledges that no backup or recovery system is infallible and that data loss may occur despite Company's commercially reasonable efforts.

6B. AUDIT RIGHTS AND FORCE MAJEURE

6B.1 Audit Rights

Company reserves the right to audit Customer's use of the Services to ensure compliance with this Agreement, including but not limited to verifying that Customer's usage does not exceed the Service Capacity specified in the Order Form, that Customer is not sharing account credentials with unauthorized users, and that Customer is using the Services in accordance with the terms of this Agreement. Customer agrees to cooperate with any such audit and provide Company with reasonable access to records, systems, and personnel as necessary for Company to conduct the audit. If an audit reveals that Customer has exceeded its Service Capacity or otherwise violated this Agreement, Customer agrees to pay Company for any excess usage at Company's then-current rates, and Company may immediately suspend or terminate Customer's access to the Services.

Customer may, upon at least thirty (30) days' prior written notice to Company, request a security review of Company's security practices and controls related to the protection of Customer Data. Such review shall be conducted during normal business hours, shall not unreasonably interfere with Company's business operations, and shall be subject to Company's reasonable security and confidentiality requirements. Customer's review rights are limited to verifying Company's compliance with the security commitments set forth in Section 3.5 (Data Protection and Security) and shall not include access to other customers' data or Company's proprietary information unrelated to Customer's data protection. Customer agrees to maintain the confidentiality of any information disclosed during such review and to use such information solely for the purpose of verifying Company's security practices.

6B.2 Force Majeure

Neither party shall be liable for any failure or delay in performance under this Agreement (other than payment obligations) due to causes beyond its reasonable control, including but not limited to: acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, epidemics, network or internet failures, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials. In the event of such force majeure, the affected party shall use commercially reasonable efforts to resume performance as soon as practicable. If such force majeure continues for more than thirty (30) days, either party may terminate this Agreement upon written notice to the other party.

6C. SERVICE LEVEL AGREEMENT (SLA) AND UPTIME COMMITMENT

During the Term, Company will use commercially reasonable efforts, consistent with the multi-tenant, cloud-based architecture of the Services, to make the production instance of the Services available with a Monthly Uptime Percentage of at least 99.5% in each calendar month (the "Uptime Commitment"). For illustrative purposes only, a 99.5% Monthly Uptime Percentage corresponds to approximately 3.5 hours of unplanned Unavailability in a 30-day calendar month. "Monthly Uptime Percentage" means, with respect to a given calendar month, (total minutes in the month minus total minutes of Unavailability) divided by total minutes in the month, expressed as a percentage.

For purposes of this Section, "Unavailability" means that the core, production user interface and application programming interfaces (APIs) of the Services are not materially available to Customer for login and standard, non-telephony product functions (such as configuration, viewing dashboards, or managing training content), as measured at Company's network boundary. Unavailability does not include, and the Uptime Commitment does not guarantee: (a) the success rate, audio quality, latency, or other performance characteristics of any individual real-time practice or evaluated call; (b) connectivity, performance, or availability of any telephony carriers, PSTN providers, internet service providers, customer networks, or other Third-Party Services; or (c) any unavailability resulting from: (i) scheduled maintenance windows (for which Company will use reasonable efforts to provide prior notice), (ii) emergency maintenance, (iii) factors outside of Company's reasonable control (including without limitation those described in Section 6B.2 (Force Majeure)), (iv) failures of Customer's or any third party's networks, hardware, software, or services (including Third-Party Services), (v) misuse of the Services or use in violation of this Agreement, or (vi) beta or evaluation features.

If, in a given calendar month, the Monthly Uptime Percentage falls below the Uptime Commitment due solely to Unavailability within Company's reasonable control, Customer may be eligible to receive a service credit, upon written request received by Company within thirty (30) days following the end of the affected month. Subject to the preceding sentence, Company will apply the following service credit schedule to Customer's next invoice: (i) Monthly Uptime Percentage between 99.0% and 99.49%: service credit equal to 5% of the Fees payable for the affected month for the impacted Service; (ii) Monthly Uptime Percentage between 98.0% and 98.99%: service credit equal to 10% of such Fees; and (iii) Monthly Uptime Percentage below 98.0%: service credit equal to 20% of such Fees. In no event will the aggregate amount of service credits for any month exceed 20% of the Fees payable for that month for the impacted Service.

The service credits described in this Section 6C are Customer's sole and exclusive remedy, and Company's entire liability, for any failure to meet the Uptime Commitment or other availability-related issues with the Services. If the Monthly Uptime Percentage falls below 98.0% for three (3) consecutive calendar months, Customer may, as its sole additional remedy, terminate the affected Service upon thirty (30) days' prior written notice, and, upon such termination, Company will refund any prepaid, unused Fees for the terminated portion of the Term for the affected Service.

7. INDEMNITY

The Company shall defend, indemnify, and hold Customer harmless from any liability, damages, or costs arising from third-party claims that the Voice Engines Service infringes any U.S. patent, copyright, or misappropriates any trade secret, provided that:

1. Customer promptly notifies Voice Engines of any such claim,
2. Customer provides reasonable assistance, and
3. The Company has the sole right to control the defense and any settlement.

Voice Engines shall not be responsible for any settlement that it does not approve in writing. This indemnification does not apply to any portion of the Service that:

• Was not supplied by The Company,
• Was created according to Customer specifications,
• Has been modified by Customer after delivery,
• Is combined with other products or materials where the alleged infringement arises from that combination,
• Continues to be used in an allegedly infringing manner after notice or recommended modifications, or
• Is used in violation of this Agreement.

If the Service is found or believed to be infringing, Voice Engines may, at its discretion and expense:

a) Modify or replace the Service to make it non-infringing while maintaining substantially similar features and functionality,
b) Obtain for Customer a license to continue using the Service, or
c) If neither option is commercially feasible, terminate this Agreement and refund any prepaid, unused fees for the Service.

8. LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY'S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Company's prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and the Customer does not have any authority of any kind to bind the Company in any respect whatsoever. In any court action or proceeding to enforce rights under this Agreement that is not subject to arbitration under Section 10, the prevailing party will be entitled to recover its reasonable costs and attorneys' fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of Delaware without regard to its conflict of laws provisions. Customer agrees to reasonably cooperate with Company to serve as a reference account upon request. This Agreement is for the benefit of the parties hereto and their respective permitted successors and assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

10. DISPUTE RESOLUTION AND ARBITRATION

Subject to Section 9, the parties agree that any dispute, claim, or controversy arising out of or relating to this Agreement, the Services, or the breach, termination, enforcement, interpretation, or validity thereof (collectively, "Disputes") shall be resolved exclusively and finally by binding arbitration, except that either party may seek (a) temporary, preliminary, or permanent injunctive or equitable relief in a court of competent jurisdiction to protect its confidential information or intellectual property rights or to prevent unauthorized use or disclosure of the Services, and (b) enforcement of an arbitration award in any court of competent jurisdiction.

Arbitration shall be administered by a nationally recognized arbitration provider with offices in Delaware, and, unless the parties otherwise agree in writing, shall be conducted in Wilmington, Delaware, by a single arbitrator experienced in commercial and technology disputes. The arbitration shall be conducted in the English language in accordance with the rules of the selected arbitration provider then in effect, except as modified by this Section. The arbitrator shall have the authority to award any remedies that would be available to a court under this Agreement, subject to the limitations set forth in Section 8 (Limitation of Liability). The arbitrator's decision shall be final and binding on the parties and may be entered and enforced in any court of competent jurisdiction. Each party shall bear its own attorneys' fees and costs in connection with the arbitration, and the parties shall share equally the arbitrator's fees and the administrative fees of the arbitration provider, unless the arbitrator determines that allocation of such fees in a different manner is required by applicable law.

The parties agree that any arbitration or court proceeding will be conducted only on an individual basis and not in a class, consolidated, or representative action, and the parties expressly waive any right to bring or participate in any class, consolidated, or representative proceeding, to the maximum extent permitted by applicable law. To the extent this class action waiver is found to be unenforceable with respect to any particular Dispute, that Dispute shall be resolved exclusively in a state or federal court located in the State of Delaware, and the parties consent to the personal jurisdiction and venue of such courts.

11. THIRD-PARTY INTEGRATION LIABILITIES

The Services may depend upon or interoperate with one or more Third-Party Services (including, without limitation, cloud infrastructure providers, telephony providers, communication APIs, analytics providers, and other integrations) in order to deliver certain functionality. Company does not control and is not responsible for the performance, availability, security, or features of any Third-Party Services. Without limiting Sections 2.2, 2.3, 6A.2, or 8, Company will not be liable for any delay, failure, degradation, or unavailability of the Services to the extent caused by any Third-Party Service, nor for any loss, corruption, or unauthorized access to data that results from the acts or omissions of such third parties, provided that Company has not acted with gross negligence or willful misconduct in its configuration or use of such Third-Party Services.

Customer acknowledges that issues originating from Third-Party Services may impact the availability, latency, or quality of certain features of the Services and may contribute to Unavailability that is excluded from the calculation of Monthly Uptime Percentage under Section 6C. Company will use commercially reasonable efforts to coordinate with applicable third-party providers to address and mitigate issues affecting the Services, but Customer's sole and exclusive remedies with respect to any Third-Party Services are those remedies that may be made available to Customer directly by the applicable third party. To the fullest extent permitted by applicable law, Company hereby disclaims all liability arising from or related to Third-Party Services, in addition to and without limitation of the disclaimers and limitations set forth in Sections 6 and 8.

Contact

Email: legal@voice-engines.com

To obtain a copy of earlier versions of these Terms & Conditions, please contact us at the email address above.