These VoicePing Terms of Service (“Agreement”) is entered into between you (“Customer”, “you”, “your”) and 2359 Media Pte Ltd, a Singapore Company with its principal place of business at 70 Anson Road, #24-01, Singapore 079905 and its affiliates (“VoicePing”) and the entity agreeing to these terms (“Customer”). By completing the registration process and clicking the “I accept” button, you represent and warrant that: i) you have read the Agreement; (ii) you have the full legal authority to bind your employer, or the applicable entity, to these terms and conditions; and (iii) you agree, on behalf of the party you represent, to this Agreement. This Agreement governs Customer’s and Customer’s Authorized Users use of the VoicePing Services.
- VoicePing is a messaging service that permits authorized users to send voice, text and image messages to other users or groups of users via a smart phone or other supported device using the VoicePing application (whether a separate application or Business login to the VoicePing Walkie Talkie PTT application), whether mobile, web or desktop versions, (the “App”) (the VoicePing messaging service and the App together constitute the “Service”). VoicePing provides a web-based administrative console permitting entities to provision users and create user groups, and other such features and functions as VoicePing may provide from time to time (the “VoicePing Manager”). The VoicePing messaging service, the App and the VoicePing Manager together constitute the “Service”.
2.) Restrictions on Use of the Services.
- You agree that you and your authorized employees, independent contractors or other users authorized by you (“Authorized Users”) will not to use the Services to: (a.) upload or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data; (b.) send unsolicited advertising, promotional materials, spam, chain letters, pyramid schemes or any other form of unsolicited messages, whether commercial or otherwise; (c.) harvest or collect data regarding other users, including e-mail addresses, without their consent; (d.) attempt to gain unauthorized access to or interfere with servers or networks connected to or used with the Services or violate the policies of such networks; (e.) harass or interfere with another user’s use and enjoyment of the Service; or (f.) engage in any illegal or unlawful activity. In addition, you may not access or use the Service for benchmarking or similar purposes, except with VoicePing’s specific prior written consent. Customer is responsible for all activities of its Authorized Users.
- 2 Restrictions on Content. You agree that your Users will not to use the Services to upload, transmit, or otherwise provide any User Content (a.) that violates any third-party right, including any copyright, privacy right, right of publicity, or any other intellectual property or proprietary right; (b.) that is unlawful, harassing, vulgar, defamatory, misleading, pornographic, obscene, patently offensive (e.g., material that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual) or otherwise objectionable; or (c.) in violation of any law, regulation, or obligations or restrictions imposed by any third party. You may not state or imply that your User Content is in any way provided, sponsored or endorsed by VoicePing. You agree that you will maintain and enforce a policy that complies with the Digital Millennium Copyright Act (“DMCA”) and will act promptly to remove any infringing material from the Service if you or VoicePing receives a notice qualifying under the DMCA.
- 3 Visibility of and Storage of User Content. Content your Authorized Users send to other users will appear on other users’ devices and these communications are also stored in our database. Even if an Authorized User removes this content from his or her device or account, copies may remain viewable on the devices of other users to whom the content was transmitted and may remain stored in our database. Therefore, you should be aware that User Content that Users send to other users cannot be removed from their devices unless the other user removes the data. Other users may also share any User Content sent to them.
- 4 Review of and Deletion of Content. We have the right (but not the obligation) to review any User Content that is used with the Services and not post, delete or modify any User Content that in our sole judgment violates this Agreement, or may otherwise violate the rights of, harm, or threaten the safety of any user or any other person or our systems, or create liability for us or any user. While we may store User Content, we also have no obligation to store User Content for any period of time or to create or provide you with any copies.
- 5 Third-Party Content. The Services may display, contain links to, or otherwise give you access to third-party communications, content, products, services or websites (“Third-Party Content”). You acknowledge that VoicePing does not monitor, investigate or endorse Third-Party Content. We do not control and do not guarantee the accuracy, integrity, or quality of such Third-Party Content. By using the Services, you may be exposed to content that is offensive, indecent or otherwise objectionable. Your access to and use of Third-Party Content is at your sole discretion and risk and VoicePing and its affiliates, partners, suppliers and licensors shall have no liability to you in connection with your access to and use of the Third-Party Content.
4.) Intellectual Property.
- 1 Except for the rights expressly granted herein, this Agreement does not grant either party any rights, implied or otherwise, to the other’s content or other intellectual property.
- 2 License. Subject to the terms of this Agreement, VoicePing grants you a non-sublicensable, non-assignable, non-exclusive license to use the Service, including the App, for your internal business purposes, in accordance with this Agreement and the documentation or instructions supplied by VoicePing. This license is limited to use by the number of Authorized Users ordered and paid for by you.
- 3 Restrictions. You shall not (and shall not allow others to): (a.) make the Service available over a network or other environment permitting use by multiple users or otherwise transfer or distribute the Service, (except the foregoing shall not restrict the use of the Service by the number of Authorized Users ordered and paid for by you); (b.) reverse engineer, disassemble or decompile the Service or otherwise derive or attempt to derive the source code or structure of the Service (except as and only to the extent any foregoing restriction is prohibited by applicable law); (c.) modify, reproduce, or create derivative works of the Service; (d.) remove any copyright or other proprietary notices contained in the Service (e.) directly or indirectly export or re-export the Service; or (f.) remove, circumvent, or interfere with any digital rights management or security tools or other similar technologies available on or in the Service.
5.) Access to the Services
- 1 Customer Administration of the Services. Customer shall specify one or more Administrators through the Admin Console who will have the rights to access Admin Account(s) and to administer the Authorized User Accounts. Customer is responsible for: (a.) maintaining the confidentiality of the password and Admin Account(s); (b.) designating those individuals who are authorized to access the Admin Account(s); and (c.) ensuring that all activities that occur in connection with the Admin Account(s) comply with the Agreement. Customer agrees that VoicePing’s responsibilities do not extend to the internal management or administration of the Services for Customer and that VoicePing is merely a data-processor.
- 2 Availability. VoicePing will make commercially reasonable efforts to maintain a reasonable level of uptime and to deliver messages in a reasonably prompt manner. VoicePing reserves the right at any time with reasonable advance notice to Customer to limit Customer’s and your Authorized Users’ access to and use of the Services in order to perform repairs, make modifications, or to do so without advance notice as a result of circumstances beyond VoicePing’s reasonable control. VoicePing may alter or modify all or part of the Services from time to time. Such alterations and modifications, or both, may include, without limitation, the addition or withdrawal of features, products, services, software or changes in instructions, provided that this does not result in material decrease in the functionality of the Service.
- 3 Support Procedures. Customer will, at its own expense, respond to questions and complaints from Authorized Users or third parties relating to Customer’s or Authorized Users' use of the Services. Customer will use commercially reasonable efforts to resolve support issues before escalating them to VoicePing. If Customer cannot resolve a support issue consistent with the above, then Customer may escalate the issue to VoicePing. Customer’s contacts may submit cases over the Web or other means designated by VoicePing. Customer’s contacts will be asked to provide their company name and contact information, and each case will be assigned a unique case number. VoicePing will use commercially reasonable efforts to promptly respond to each case within two (2) hours during regular business hours (Pacific Time) and will use commercially reasonable efforts to promptly resolve each case. Actual resolution time will depend on the nature of the case and the resolution. A resolution may consist of a fix, workaround or other solution in VoicePing’s reasonable determination.
- 4 User Names and Business Identifiers. When you choose a user name or identifier for your business account, you must own, control or otherwise have the right to use such identifier. VoicePing reserves the right to remove or take back and such identifier if VoicePing believes it is appropriate to do so, such as when a trademark owner complains.
6.) Billing and Payment.
- 1 Customer will be billed and will pay for the Services on a monthly or annual basis. VoicePing will bill Customer monthly or annually, as applicable, in advance based on the number of Authorized Users ordered by Customer and (ii) monthly in arrears for Authorized Users added during the preceding month. VoicePing will provide Customer with the monthly rate for the Services when Customer orders the Services, and will use this rate to calculate the Fees.
- 2 Payment. All payments due are in Singapore dollars unless otherwise indicated on the ordering page of the administrative console or invoice. Payment shall be by credit or debit card, unless otherwise agreed in writing by VoicePing. VoicePing will charge Customer for all applicable Fees when due and these Fees are considered delinquent thirty days from the due date.
- 3 Delinquent Payments. Delinquent payments may bear interest at the rate of one-and-one-half percent per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. Customer will be responsible for all reasonable expenses (including attorneys' fees) incurred by VoicePing in collecting such delinquent amounts, except where such delinquent amounts are due to VoicePing’s billing inaccuracies.
- 4 Suspension for Non-Payment. Customer will have thirty days to pay VoicePing delinquent Fees. If Customer does not pay VoicePing delinquent Fees within thirty days, VoicePing will automatically suspend Customer’s use of the Services. The duration of this suspension will be until Customer pays VoicePing all outstanding Fees. If Customer remains suspended for non-payment for more than sixty days, VoicePing may terminate Customer for breach pursuant to Section 9.3.
- 5 Taxes. Customer is responsible for any Taxes, and Customer will pay VoicePing for the Services without any reduction for Taxes. If VoicePing is obligated to collect or pay Taxes, the Taxes will be invoiced to Customer, unless Customer provides VoicePing with a valid tax exemption certificate authorized by the appropriate taxing authority. If Customer is required by law to withhold any Taxes from its payments to VoicePing, Customer must provide VoicePing with an official tax receipt or other appropriate documentation to support such payments.
- 6 Purchase Orders. If Customer requires a purchase order number on its invoice, Customer will inform VoicePing and VoicePing will include such purchase order number on invoices following receipt. If Customer does not provide a purchase order number, Customer waives any purchase order requirement and (a.) VoicePing will invoice Customer without a purchase order number; and (b.) Customer agrees to pay invoices without a purchase order number referenced. Any terms and conditions on a purchase order do not apply to this Agreement and are null and void.
- 7 Change of Rates. After the initial twelve-month term if Customer has elected to pay on an annual basis or following notice for monthly customers, VoicePing may revise its rates for the following services term by providing Customer written notice (which may be by email) at least thirty days prior to the start of the following services term.
7.) Updates; Feedback.
- 1 Updates to the Service. VoicePing may extend, enhance or otherwise modify the Service or portions thereof (collectively, “Updates”) from time to time, but VoicePing is not obligated to do so. If VoicePing furnishes you with Updates to the Services, such Updates shall be deemed incorporated into the Services shall be subject to the terms of this Agreement.
- 2 Updates to this Agreement. VoicePing reserves the right, at its sole discretion, to modify this Agreement, at any time. If we modify this Agreement we will update the “Last Updated Date” at the top of this Agreement and email a copy of the updated Agreement to the contact person designated by you. By continuing to access or use the Product after we have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Agreement.
- 3 Feedback. We may provide you with a means to provide feedback, ideas or suggestions (“Feedback”) regarding the Service. If you choose to provide Feedback, you agree that you retain no rights in such Feedback and VoicePing shall own all rights, including intellectual property rights, thereto. You hereby assign all such rights to VoicePing.
8.) Communications; Data Collection; Security.
- 1 Communications. In order to perform to its specifications, the Services will regularly communicate with VoicePing and VoicePing affiliates’ hardware/software/servers during the normal course of operation and such hardware/software/servers will retrieve, process, transmit and store data received from the App and the devices on which the App is loaded (including voice conversations and text conversations). Additionally, VoicePing may contact users by email or other contact information in connection with the Service and this Agreement. You agree that VoicePing may send you these communications.
- 2 Data Collection. Customer’s administrators may have the ability to access, monitor, use, or disclose data available to Authorized Users within the Authorized User Accounts. Customer will obtain and maintain all required consents from Authorized Users to allow: (i) Customer’s access, monitoring, use and disclosure of this data and VoicePing providing Customer with the ability to do so and (ii) VoicePing to provide the Services. VoicePing will have access to Users profile information and User Content. Additionally, VoicePing may itself gather and aggregate device data and user activity data. Information about VoicePing’s collection and use practices can be found at http://www.voicepingapp.com/blog/terms-of-use
- 3 Customer’s Data. Subject only to the limited license expressly granted hereunder, as between Customer and VoicePing, VoicePing acquires no right, title or interest from Customer or your Authorized Users under this Agreement in or to Customer’s Data, including any intellectual property rights therein. Customer is solely responsible for Customer’s Data that Authorized Users upload, publish, display, link to or otherwise make available on the Service, and Customer agrees that VoicePing is only acting as a passive conduit and Data Processor for the online distribution and publication of Customer’s Data which Customer controls. VoicePing will not review, share, distribute, or reference any of Customer’s Data except as provided herein to provide the Services or as may be required by law.
- 4 Security. VoicePing has implemented commercially reasonable technical and organizational measures designed to secure Customer’s Data from accidental loss and from unauthorized access, use, alteration or disclosure. However, VoicePing cannot guarantee that unauthorized third parties will never be able to defeat those measures or use Customer’s Data for improper purposes. Customer acknowledges that all Customer Data is provided to VoicePing at Customer’s and its Authorized Users’ own risk.
9.) Term and Termination
- 1 Term. The Term of the Agreement will commence as of the Effective Date, meaning the date Customer sets up a VoicePing account and will end when Customer closes its account, or the end of the monthly or annual term, whichever is later. or upon earlier termination in accordance with Sections 9.2 or 9.3, below.
- 2 Termination by Customer. The Agreement may be terminated by Customer (i) in the event of a material breach by VoicePing of any provision of the Agreement and VoicePing fails to cure such breach within thirty (30) days of written notice; or (ii) upon VoicePing’s bankruptcy, reorganization or assignment for the benefit of creditors.
- 3 Termination by VoicePing. VoicePing may terminate this agreement (i) if Customer defaults in the timely payment of any amounts due VoicePing and fails to cure within thirty (30) days of receipt of written notice; (ii) immediately if Customer breaches any provisions of Section 2 or Section 4; (iii) in the event of a material breach by Customer of any other provision of the Agreement and Customer fails to cure such breach within thirty (30) days of written notice; (iv) upon thirty (30) days notice for any or no reason; or (v) upon Customer’s bankruptcy, reorganization or assignment for the benefit of creditors.
- 4 Effect of Termination. If the Agreement is terminated pursuant to this Section 9, then, unless otherwise specifically provided for in writing by the parties, the following will apply: (a.) any license rights granted to Customer with respect to the Services will terminate as of the effective date of the termination; (b.) VoicePing will have no obligation to provide the Services to Customer or your Authorized Users after the effective date of the termination; (c.) Customer will pay VoicePing any amounts payable for Customer’s and your Authorized Users’ use of the Services through the effective date of the termination; No refunds of prepaid fees shall be made to Customer in connection with any termination pursuant to Section 9.3. The following Sections of this Agreement shall survive any termination: 3.1, 3.4, 4.3, 6, 7.3, 10, 14, 15 and 16.
10.) WARRANTY DISCLAIMER; LIMITATION ON LIABILITY; INDEMNITY.
- 1 YOU ACKNOWLEDGE THAT THE PRODUCT IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. EXCEPT AS EXPRESSLY PROVIDED HEREIN, VOICEPING, ITS LICENSORS AND VOICEPING AFFILIATES SHALL NOT BE RESPONSIBLE FOR ANY COSTS, EXPENSES OR OTHER LIABILITIES INCURRED BY ANYONE AS A RESULT OF THE FAILURE OF THE PRODUCT OR IN CONNECTION WITH YOUR USE OF OR ACCESS TO THE PRODUCT. EXCEPT AS EXPRESSLY PROVIDED HEREIN AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, VOICEPING, ITS LICENSORS AND VOICEPING AFFILIATES DISCLAIM ALL WARRANTIES RELATING TO THE PRODUCT, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES AGAINST INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
- 2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER VOICEPING NOR VOICEPING AFFILIATES OR LICENSORS SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY (A.) FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, OR (B.) FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR (C.) FOR ANY AMOUNT IN EXCESS OF AMOUNTS PAID BY CUSTOMER IN THE 3 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR DAMAGES. EACH PARTY RECOGNIZES AND AGREES THAT THE WARRANTY DISCLAIMERS AND LIABILITY AND REMEDY LIMITATIONS IN THIS AGREEMENT ARE MATERIAL, BARGAINED FOR BASES OF THIS AGREEMENT AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN DETERMINING THE CONSIDERATION EXCHANGED HEREUNDER AND IN THE DECISION BY EACH PARTY TO ENTER INTO THIS AGREEMENT. YOU UNDERSTAND AND AGREE THAT NEITHER VOICEPING NOR VOICEPING AFFILIATES OR LICENSORS ARE RESPONSIBLE FOR ANY LOSS OF LIFE, PERSONAL INJURY, OR ECONOMIC DAMAGE RESULTING FROM THE USAGE OF THE PRODUCT.
- 3 YOU AGREE THAT YOU WILL NOT USE THE PRODUCT WHILE OPERATING A MOTOR VEHICLE, FOR TIME-CRITICAL OR EMERGENCY SERVICES OR EVENTS, OR FOR ANY OPERATION WHERE INJURY, DEATH, OR ECONOMIC DAMAGE COULD OCCUR.
- 4 INDEMNITY. You agree to hold harmless and indemnify VoicePing, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners, from and against any third party claim arising from or in any way related to your use of VoicePing Services, violation of these Terms of Service or any other actions connected with use of VoicePing Services, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, VoicePing will provide you with written notice of such claim, suit or action.
11.) Third-Party Code.
- The Product utilizes and/or interfaces with other third party material, including open source libraries/components/applications/user interface/utilities (collectively referred to as “Third-Party Code”). http://www.voicepingapp.com/blog/terms-of-use provides the notices, disclaimers and licensing requirements for Third-Party Code, together with certain VoicePing proprietary notices.
12.) ITunes App Store Downloads.
- The following terms apply if you download the App from Apple’s iTunes App Store: You acknowledge and agree that:
- This Agreement is concluded between you and VoicePing, and not with Apple, and VoicePing, not Apple, is solely responsible for the Product and content thereof.
- Your use of the Product must also comply with the Terms of Service of Apple.
- Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Product.
- In the event of any failure of the Product to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Product to you (if applicable), and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Product. Any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of VoicePing.
- Apple is not responsible for addressing any claims you have or any claims of any third party relating to the Product or your possession and use of the Product, including, but not limited to: (i) product liability claims; (ii) any claim that the Product fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
- In the event of any third party claim that the Product or your possession and use of the Product infringes that third party’s intellectual property rights, VoicePing will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent (if any) required by this Agreement.
- Apple and its subsidiaries are third party beneficiaries of this Agreement as related to your license of the Product, and upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as related to your license of the Product against you as a third party beneficiary thereof.
- You must also comply with all applicable third party terms of service when using the Product.
- Nothing in this section will be construed as diminishing the effect of any disclaimer or limitation of VoicePing’s liability under this Agreement.
- Each Party shall be allowed to refer to the other as a customer of or service provider to (as the case may be) on its website and in marketing materials, including but not limited to case studies, blog posts and webinars, provided that such reference shall not imply an affiliation, sponsorship, or endorsement of the other. Other than as provided in the foregoing sentence, neither Party shall issue any public announcement regarding the subject matter herein without the prior written approval of the other.
14.) Mutual Indemnification
- 1 Indemnification by VoicePing. VoicePing shall defend, indemnify and hold Customer and your subsidiaries, agents, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, harmless from and against any and all third party claims that the Services as provided by VoicePing infringe a copyright or misappropriate a trade secret of a third party; provided, that Customer (a.) promptly give VoicePing written notice of the Claim; (b.) give VoicePing sole control of the defense and settlement of the Claim (provided that VoicePing may not settle any Claim without Customer’s prior written consent unless the settlement unconditionally releases Customer of all liability); and (c.) provide to VoicePing all reasonable assistance, at VoicePing’s expense. If the Software and/or the Services become, or, in VoicePing’s opinion are likely to become, the subject of such a claim, VoicePing shall have the right to (i) obtain for Customer the right to continue using the Software and the Services, (ii) replace or modify the Software and/or the Services so that they become non-infringing, or (iii) terminate the Services and the license granted hereunder to the Software and provide a pro rated refund to Customer of the fees paid for the Services for the portion of the Term remaining at the time of such termination. THE FOREGOING STATES VOICEPING’S ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDIES FOR INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT. VoicePing will have no liability for any infringement claim to the extent it (i) is based on modification of the Services or Software by or at the direction of Customer or its Authorized User; (ii) results from Customer’s failure to use an updated version of the Services or Software made available to Customer; (iii) is based on the combination or use of the Software or the Services with any other software, program or device not provided or specified by VoicePing if such infringement would not have arisen but for such use or combination or (iv) results from Customer’s operation of the Software or the Service in a manner that is inconsistent with its intended use.
- 2 Indemnity by Customer. Customer shall defend, indemnify and hold VoicePing and our subsidiaries, agents, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, harmless from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) Customer’s and your Authorized Users’ use of and access to the Service, including any data or work transmitted or received by Customer or your Authorized Users; (ii) Customer’s or an Authorized User’s violation of any term of the Agreement; (iii) Customer’s or an Authorized User’s violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (iv) Customer’s or an Authorized User’s violation of any law, rule or regulation of the United States or any other country; (v) any claim or damages that arise as a result of the posting, transmission or storage of any of Customer’s Data that is submitted via Authorized User accounts; or (vi) any other party’s access and use of the Service with Customer’s or an Authorized User’s unique username, password or other appropriate security code; provided, that VoicePing (a.) promptly give Customer written notice of the Claim; (b.) give Customer sole control of the defense and settlement of the Claim (provided that Customer may not settle any claim without VoicePing’s prior written consent unless the settlement unconditionally releases VoicePing of all liability); and (c.) provide to Customer all reasonable assistance, at Customer’s expense.
- 1 Definition of Confidential Information. As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer’s Confidential Information shall include Customer’s Data; VoicePing’s Confidential Information shall include the Services; and Confidential Information of each party shall include the terms and conditions of this Agreement and all Order Forms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information (other than Customer’s Data) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party as evidenced by contemporaneous written records.
- 2 Protection of Confidential Information. Except as otherwise permitted in writing by the Disclosing Party, (i) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
- 3 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior written notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
- 1 Waiver. The failure to enforce any term of this Agreement on one occasion shall not prevent enforcement on any other occasion or the enforcement of any other term.
- 2 Assignment. Although fully assignable and transferable by VoicePing, neither the rights nor the obligations arising under this Agreement are assignable or transferable by you, and any such attempted assignment or transfer shall be void and without effect unless agreed to in writing by VoicePing.
- 3 Governing Law; Venue. This Agreement and any action related thereto shall be governed by and construed in accordance with the laws of the Singapore without regard to the conflicts of laws provisions therein. Customer and VoicePing hereby agree and consent to the exclusive jurisdiction of the state and federal courts located in Singapore with respect to any claim arising under, related to or by reason of this Agreement. This Agreement shall not be governed or affected by any version of the Uniform Computer Information Transactions Act enacted in any jurisdiction. The United Nations Convention on contracts for the International Sales of Goods shall not apply
- 4 Government End Users. The Product and related documentation are “commercial computer software” and “commercial computer software documentation”, respectively, as such terms are used in FAR 12.212. Any use, duplication or disclosure of the Product or the documentation by or on behalf of the U.S. Government is subject to the restrictions set forth in this Agreement.
- 5 Export. You agree to comply fully with all relevant export laws and regulations of the United States and other applicable jurisdictions (“Export Laws”) governing the Product and/or your use thereof. Without limiting the foregoing, you shall not: (a.) export or re-export the Product directly or indirectly in violation of Export Laws; nor (b.) use the Product for any purposes prohibited by the Export Laws, including but not limited to nuclear, chemical, or biological weapons proliferation.
- 6 Unenforceability. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
- 7 Entire Agreement. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof, superseding any prior agreements between you and VoicePing regarding the Product, and any and all written or oral agreements previously existing between the parties are expressly cancelled (except to the extent otherwise expressly provided herein).
For any questions or comments or complaints or claims with respect to the Product please contact: