Voxer License Agreement
Voxer® License Agreement
IMPORTANT: PLEASE READ THE FOLLOWING VOXER® LICENSE AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE USING THE VOXER® SITE OR DOWNLOADING AND/OR USING THE PRODUCT (DEFINED BELOW).
UNLESS YOU OR THE ENTITY THAT EMPLOYS YOU HAS SIGNED A WRITTEN AGREEMENT REGARDING YOUR USE AND/OR ACCESS TO THE VOXER SITE AND PRODUCT, THIS AGREEMENT WILL GOVERN YOUR USE OF THE VOXER SITE AND PRODUCT. IF YOU OR THE ENTITY THAT EMPLOYS YOU HAS SIGNED A WRITTEN AGREEMENT, THEN THE TERMS OF THAT AGREEMENT SHALL BE BINDING UPON YOU AND YOUR EMPLOYER.
EXCEPT TO THE EXTENT SPECIFIED ABOVE, BY CHOOSING THE “LOGIN”, “SIGN UP”, “ACCEPT”, OR “AGREE” BUTTON OR ANY SIMILAR BUTTON OR LINK AND/OR BY USING THE VOXER SITE AND/OR DOWNLOADING AND/OR USING ANY COMPONENT OF THE VOXER PRODUCT, YOU ARE BINDING YOURSELF (“CUSTOMER” OR “YOU”) TO THE TERMS OF THIS AGREEMENT.
VOXERNET LLC, A DELAWARE LIMITED LIABILITY COMPANY (“VOXER”) IS WILLING TO PROVIDE YOU ACCESS TO THE VOXER SITE AND THE PRODUCT ONLY UPON THE CONDITION THAT YOU ACCEPT ALL THE TERMS CONTAINED HEREIN. IF YOU DO NOT AGREE TO ALL THE TERMS OF THIS AGREEMENT, THEN DO NOT CHOOSE THE “LOGIN”, “SIGN UP”, “ACCEPT”, OR “AGREE” BUTTON OR ANY SIMILAR BUTTON OR LINK AND DO NOT DOWNLOAD, INSTALL, OR USE THE PRODUCT OR ACCESS THE VOXER SITE, AND VOXER IS UNWILLING TO PROVIDE YOU RIGHTS TO USE THE VOXER SITE OR PRODUCT.
THE PRODUCT AND THE VOXER SITE ARE AVAILABLE FOR INDIVIDUALS AGED 13 OR OLDER, IF YOU ARE 13 OR OLDER BUT UNDER THE AGE OF 18, YOU SHOULD REVIEW THESE TERMS WITH YOUR PARENT OR GUARDIAN TO MAKE SURE THAT YOU AND YOUR PARENT OR GUARDIAN UNDERSTAND THESE TERMS. BY ACCEPTING THESE TERMS YOU REPRESENT THAT YOU ARE NOT UNDER THE AGE OF 13.
WRITTEN APPROVAL IS NOT A PREREQUISITE TO THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT AND NO SOLICITATION OF OR ANY SUCH WRITTEN APPROVAL BY OR ON BEHALF OF VOXER SHALL BE CONSTRUED AS AN INFERENCE TO THE CONTRARY. IF THESE TERMS ARE CONSIDERED AN OFFER BY VOXER, CUSTOMER’S ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.
Whereas, in connection with this Agreement, Voxer has or will provide to Customer certain proprietary software (which includes the software products Voxer currently refers to as Voxer Walkie-Talkie PTT , Voxer Walkie Talkie Pro, and/or any upgrades and updates to the same which are provided to Customer hereunder), together with certain documentation and potentially certain hardware (if any) (such material to be delivered via the Voxer Site or otherwise directly or indirectly through the online Apple App Store or any other direct or indirect distribution means that Voxer uses) (all such software, documentation and hardware products supplied directly or indirectly by Voxer to Customer hereunder shall collectively be deemed “Product”);
Whereas, Voxer has developed a website which is available to registered users of the Product (“Voxer Site”) in order to streamline communication between Voxer and the Customer and to provide a secure means to deliver components of the Product and to communicate with Customer;
Whereas, this Agreement shall govern Customer’s use of the Voxer Site and the Product;
Whereas, as used herein, Voxer Affiliates shall be defined as any entity controlling, controlled by or under common control with Voxer;
Now, therefore, in consideration of the mutual covenants set forth herein, the parties agree as follows:
1. Authorized Purpose; Permitted Uses; Restrictions.
(a) Authorized Purpose.
For Voxer Walkie-Talkie Pro. Subject to the terms herein, Voxer is willing to supply access to the Voxer Walkie-Talkie Pro Product and Voxer Site to Customer solely so that the Customer may use the Product for commercial use up to the number of copies of Voxer Walkie-Talkie Pro purchased for commercial non-government use in accordance with instructions provided by Voxer from time to time during the License Term.
For Voxer Walkie-Talkie PTT. Subject to the terms herein, Voxer is willing to supply access to the Voxer Walkie-Talkie PTT Product and Voxer Site to Customer for personal, non-commercial non-government use in accordance with instructions provided by Voxer from time to time during the License Term.
Each of the forgoing describes the Authorized Purpose of the relevant product (the “Authorized Purpose”).
(b) License; License Term.
Subject to the terms of this Agreement, Voxer grants to Customer a personal, non-sublicensable, non-assignable, nonexclusive license to (i) access and use the Voxer Site solely for the Authorized Purpose in accordance with the documentation or instructions supplied by Voxer and (ii) use the Product in accordance with the documentation or instructions supplied by Voxer and only on the hardware specified by Voxer, and solely for the Authorized Purpose (specified above).
If you have obtained a licensed to Voxer Walkie-Talkie PTT, then you have obtained a personal, non-commercial non- government license, and your license is provided free of charge. Voxer may in the future charge for Voxer Walkie-Talkie PTT after providing you notice.
If you have purchased a license to Voxer Walkie-Talkie Pro, then you have purchased a commercial license.
For clarity you may not use Voxer Walkie-Talkie PTT for commercial purpose and you may not use either Voxer Walkie-Talkie PTT or Voxer Walkie-Talkie Pro for any government purposes. License for government or government employees or contractors may be obtained outside of this Agreement, please contact Voxer to discuss obtaining such rights.
The license term for each product shall begin when Customer first gets access to the Voxer Site or Product and for Voxer Walkie-Talkie PTT the term shall continue until this Agreement is terminated by either party and for Voxer Walkie-Talkie Pro the term shall continue for the term that the license was purchased as identified in the relevant ordering documentation (“License Term”).
(c) Registration for Product and Voxer Site; Access and Use of the Voxer Site.
Customer can create an account for use of the Product. Customer can also create an account on the Voxer Site and use such accounts to obtain information and submit support questions about the Product. In creating an account Customer agrees to provide truthful information; impersonating others or providing false information in connection with creating a user account is strictly prohibited. Customer agrees (i) to provide accurate, current and complete information as may be prompted by Voxer in connection with Customer’s registration for and use of the Voxer Site and/or Product; (ii) to maintain the security of the identification and password associated with the access and use of the Voxer Site; and (iii) to immediately inform Voxer if Customer becomes aware of any unauthorized access or use of the Voxer Site and/or the Product.
(d) Restrictions.
Except to the extent permitted by the licensing terms governing use of any open source components included with the Product (if any), Customer agrees that it will not (and shall not allow others to): (i) make the Product and/or the Voxer Site available to any third party in a service bureau arrangement or otherwise lend, rent, sell, lease, redistribute, sublicense, provide or otherwise transfer the Product and/or Voxer Site to any third party or use it on behalf of or for the benefit of a third party; (ii) reverse engineer, reverse assemble or compile or otherwise derive or attempt to derive the source code or structure of the Product and/or Voxer Site (except as and only to the extent any foregoing restriction is prohibited by applicable law); (iii) modify, reproduce, or create derivative works of the Product and/or Voxer Site; (iv) remove any copyright or other proprietary notices contained in the Product and/or Voxer Site; (v) directly or indirectly export or re-export the Product and/or Voxer Site; (vi) disclose the performance results for the Product and/or Voxer Site to any third party except as expressly authorized by Voxer; (vii) use the Product and/or Voxer Site for any other purpose other than the Authorized Purpose or beyond the restrictions and limitations specified in this Agreement and on the Voxer Site, as those restrictions and limitations are updated from time to time by Voxer with notice to Customer, and Customer agrees that email notification or notification through the Voxer Site is sufficient, (viii) use the Product and/or Voxer Site for or in connection with any illegal or unlawful activity or purpose, or (ix) remove, circumvent, or interrupt with any digital rights management or security tools or other similar technologies available on or in the Product or Voxer Site; (x) “frame” or “mirror” any part of the Voxer Site without our prior written authorization from Voxer or use any robot, spider, site search/retrieval application or other manual or automatic device or process to retrieve, index, “data mine” or in any way reproduce or circumvent the navigational structure or presentation of the Voxer Site or its contents (a limited exception is provided to general purpose Internet search engines and non-commercial public archives that use such tools to gather information for the sole purpose of displaying hyperlinks to the Voxer Site, provided they each do so from a stable IP address or range of IP addresses using an easily identifiable agent); (xi) interfere with or violate any other Product or Voxer Site visitor's or user's right to privacy or other rights, or harvest, scrape, or collect information about Product or Voxer Site visitors or users without their express consent or otherwise in violation of this Agreement; and/or (xii) impersonate another or use the Product or Voxer Site for the purpose of harassing, intimidating or any other illegal activity.
In addition, you agree not to use the Products or Voxer Site to: (a) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data; (b) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (c) harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (d) interfere with or disrupt servers or networks connected to the Products or Voxer Site or violate the regulations, policies or procedures of such networks; (e) attempt to gain unauthorized access to the Products or Voxer Site, other computer systems or networks connected to or used together with the Products or Voxer Site, through password mining or other means; or (f) harass or interfere with another user’s use and enjoyment of the Products or Voxer Site.
You may not access or use the Product if you work with a competitor, except with Voxer’s prior written consent. In addition, You may not use or access the Product for purposes of monitoring the performance or functionality for a competitor or for any third party, or for any other benchmarking or competitive purposes and You may not share any benchmarking data regarding the Product usage with any third party without Voxer’s prior written consent.
For the avoidance of any doubt, all restrictions specified herein with respect to Product and/or Voxer Site shall apply to each component or part of Product and/or Voxer Site. Except as expressly stated herein, Voxer (and its licensors) shall, at all times, retain all rights, title and interest in and to the Product and/or Voxer Site and all copies and derivatives thereof.
2. Updates; Feedback; Content you provide.
(a) Updates. Voxer may extend, enhance or otherwise modify the Product (or portions thereof) during the License Term, but Voxer is not obligated to do so unless Voxer has separately agreed to do so in writing. If updates and/or modifications to the Product are made available to Customer, such updates shall be deemed “Product” and shall be subject to the terms of this Agreement.
(b) Feedback. Voxer will treat any feedback or suggestions you provide to Voxer (“Feedback”) as non-confidential and non-proprietary to you. Thus, in the absence of a written agreement with Voxer to the contrary, you agree that you will not submit to Voxer any information or ideas that you consider to be confidential or proprietary. The Customer understands that Voxer will own and may use the Feedback provided by Customer to further improve or enhance the Product. Accordingly, Customer agrees to and hereby assigns to Voxer the Feedback (including all intellectual property rights contained therein and any modification or improvements thereof, by whomever made). At Voxer’s sole expense, and only to the extent reasonably necessary, Customer agrees to take actions reasonably requested by Voxer to evidence, perfect, obtain, maintain, enforce or defend the foregoing rights assigned. As between the parties, except as expressly granted hereunder, Voxer retains all right, title, and interest in and to the Product and Feedback provided hereunder and any modifications or improvements thereof, by whomever made.
(c) Content.
(i) Responsibility for Content. "User Content" means any and all information and content that you or other users of the Products or Voxer Site upload, transmit, display, post, distribute or otherwise provide (including but not limited to any text or audio or images included therein). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that makes you or any third party personally identifiable. You hereby affirm, represent, and warrant that (i) you own, or have the necessary licenses, rights, consents, and permissions to use, and authorize other users to use, your User Content as contemplated herein or by the standard functionality of the Product and (ii) your User Content does not violate the policies and terms described herein. You agree not to use the Products or Voxer Site to collect, upload, transmit, display, post, distribute or otherwise provide any User Content (a) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) that is unlawful, harassing, abusive, tortious, threatening, harmful, abusive, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, 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 material of any kind or nature or which is harmful to minors in any way; 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 Voxer. Voxer is not obligated to backup any User Content. You are solely responsible for creating backup copies of your User Content. We will protect User Content in accordance with this Agreement (including the Privacy Policy).
(ii) Policing User Content; Enforcement by Voxer.
Content you send to other users will show up on other user’s devices and these communications are also stored on our database. Even if you remove this content from your device or account, copies of this User Content will remain viewable on the devices of third party users with whom you have communicated and will be stored on our database for a period of time. Therefore you should be aware that User Content that you send to other users cannot be removed from their devices unless the other user removes the data. Also, other users can share any User Content you supply to them.
We have the right (but not the obligation) to review any User Content that is used with the Products or Voxer Site and delete (or modify) any User Content that in our sole judgment violates this Agreement, is used in a way that in our sole judgment would violate this Agreement, or may otherwise violate the rights, harm, or threaten the safety of any user or any other person, or create liability for us or any user. In addition to the foregoing, we may elect to not post any submitted User Content on the forums or delete (or modify) any User Content posted on the forums in our sole discretion. We reserve the right (but have no obligation under this Agreement) to investigate and/or take appropriate action, including legal action, in our sole discretion against you if you violate this provision or any other provision of this Agreement, including removing your User Content from the Products or Voxer Site (or modifying it), terminating your registration credentials, and/or reporting you to law enforcement authorities.
In order to cooperate with legitimate governmental requests, subpoenas or court orders, or to protect our systems and customers, or to ensure the integrity and operation of our business and systems, we may access and disclose information and data, including your registration credentials, IP addressing and traffic information, usage history, and your User Content.
(iii) License to User Content posted to Voxer Site. By providing or using your User Content on the Voxer Site, you automatically grant, and you represent and warrant that you have the right to grant, to Voxer an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use your User Content, and to grant sublicenses of the foregoing. You agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.
3. Communications; Data Collection/ Privacy; Contacts.
(a) Communications. in order to perform to its specifications, the Product will regularly communicate with Voxer and Voxer 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 Product and the devices which Product are loaded onto (including live voice conversations and text conversations). Additionally, Voxer may contact users (byemail or other contact information in connection with this Agreement.
(b) Data Collection; Usage; Privacy Policy. Voxer will have access to Customer’s profile information and User Content. Additionally, Voxer may itself gather and aggregate device data and user activity data. Third parties, such as other users of the Products and the Voxer Site or third party partners of Voxer may also provide Voxer certain data. Details about the collection and use practices can be found at www.voxer.com/privacy-policy.
To the extent Voxer gains such access to non-public profile information, User Content or to information that is personally identifiable information about the users of the Product or Voxer Site, Voxer agrees that it (and/or its contractors and its Voxer Affiliates) will not share or use that information except: (i) to communicate with Customer (via email or via notification sent through the Product, or otherwise) regarding Product, features or services delivered by Voxer, any feedback provided, support or maintenance issues, to address any complaints (ii) in order to implement and deliver the services contemplated herein or features and functionality associated with the contemplated use of Product and Voxer Site, including facilitating connections between users of the Product(iii) to diagnose problems and support our users and maintain and test and enhance the Product and Voxer Site (or related offerings), (iv) to monitor license compliance (v) to conduct other research and development activities, (vi) to assist our users in evaluating or testing the Products (vii) as permitted by Customer, (viii) to advertise, (ix) as required by law or regulation (including to answer a subpoena), or (x) as otherwise expressly identified in Voxer’s Privacy Policy. Voxer Privacy Policy as amended from time to time by Voxer shall apply to use of the Product and Voxer Site, such policy can be found at www.voxer.com/privacy-policy. By accepting the terms of this Agreement, Customer is expressly agreeing that he/she is opting into receiving the communications described herein and is agreeing to the terms of the Voxer Privacy Policy.
(c) Contacts.
As part of your usage of our Products, we provide you the opportunity to connect automatically with your friends. We employ various techniques in order to facilitate friends finding each other on our service, including offering contact importer tools to facilitate adding to your contacts (including Facebook Friends and contacts in your address book) so that you can more readily ask your contacts to join and communicate with you through the Voxer Products. With your permission, we will access your address book and import your contacts’ names, email address, phone numbers, image, geographic location and Facebook IDs to facilitate automatic connection with your friends. We do this only for contact matching to help your friends and you find each other. Also, when you invite friends to the service, we will access your Address Book and we will import your contacts names and phone numbers in order to facilitate the invitation. We may allow other users to use contact information they already have about You, such as your email address or your name, to determine if You are a Product user. If You are already a Product user, then others can add you to their contact list by choosing your name off of a list of users available via our products. We make your name available to others to help your Contacts find you.We also give you an opportunity to invite your Contacts to register at the Voxer Site and download the Products, and in connection with that activity you may provide us access to third party contact information. When you click to invite one or more friends to join Voxer an SMS invite is sent from you from your phone. By using the importer tools or otherwise assenting to such activities, you agree that you are providing us with consent for such activities.
4. Term; Termination; Obligations at the end of the License Term.
This Agreement is effective as of the date that Customer first obtains access to Product and/or Voxer Site (“Effective Date”) and shall continue for the License Term, unless terminated in accordance with this Section. At any time, for any reason or no reason, the parties may mutually agree to terminate this Agreement. Where a license to Voxer Walkie-Talkie PTT is obtained or if a promotional unpaid license to Voxer Walkie-Talkie Pro is obtained, this Agreement may also be terminated by Voxer for any reason or no reason upon five (5) business days' written notice to the Customer. This Agreement may also be terminated immediately upon notice of breach by the other party of the provisions of this Agreement which has not been cured within five (5) days. At the end of any License Term and/or upon any termination of this Agreement, the license granted to the Product hereunder shall terminate immediately and the Customer shall within ten (10) business days, at Voxer’s request, either delete, destroy and/or return the Product, together with any and all documents, notes and other materials regarding the Product to Voxer, including, without limitation, all Proprietary Information and all copies and extracts of the foregoing. Sections 1(d), 2(b), 2(c)(i) and 3 through 7 shall survive any termination or expiration of this Agreement.
5. WARRANTY DISCLAIMER; LIMITATION ON LIABILITY.
Customer acknowledges that the Product is provided to Customer “AS IS” without warranty of any kind. Except as expressly provided herein, Voxer, its licensors and Voxer Affiliates shall not be responsible for any costs, expenses or other liabilities incurred by anyone as a result of the failure of the Product, Voxer Site or in connection with Customer’s use of or access to the Product or Voxer Site. EXCEPT AS EXPRESSLY PROVIDED HEREIN AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, VOXER, ITS LICENSORS AND VOXER AFFILIATES DISCLAIM ALL WARRANTIES RELATING TO THE PRODUCT AND THE VOXER SITE, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES AGAINST INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR ANY BREACH OF SECTION 1 OR 2(C)(i), NEITHER PARTY, NOR VOXER 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 $500.00. EACH PARTY RECOGNIZES AND AGREES THAT THE WARRANTY DISCLAIMERS AND LIABILITY AND REMEDY LIMITATIONS IN THIS AGREEMENT ARE MATERIAL, BARGAINED FOR BASIS 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 VOXER NOR VOXER AFFILIATES OR LICENSORS ARE RESPONSIBLE FOR ANY LOSS OF LIFE, PERSONAL INJURY, OR ECONOMIC DAMAGE RESULTING FROM THE USAGE OF THE PRODUCT
YOU AGREE THAT YOU WILL NOT USE THE PRODUCT WHILE OPERATING A MOTOR VEHICLE, FOR TIME-CRITICAL OR EMERGENCY SERVICES OR EVENT OR FOR ANY OPERATION WHERE INJURY, DEATH, OR ECONOMIC DAMAGE COULD OCCUR.
6. Third Party Code; Third Party Services.
Customer is aware that 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://voxer.com/legal/proprietarynotices provides the notices, disclaimers and licensing requirements for Third Party Code, together with certain Voxer proprietary notices. The Product may enable access to Voxer and third party services and web sites (collectively and individually, "Services"). Use of these Services may require Internet access and Customer may be required to accept additional terms of service. Customer agrees to comply with applicable third party terms when using Product, including, any wireless data services agreements. Customer understands that by using any of the Services, Customer may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language, and that the results of any search or entering of a particular URL may automatically and unintentionally generate links or references to objectionable material. Nevertheless, Customer agrees to use the Services at its sole risk and Customer agrees that Voxer shall not have any liability to Customer for content that may be found to be offensive, indecent, or objectionable. Certain Services may display, include or make available content, data, information, applications or materials from third parties or provide links to certain third party web sites (“Third Party Materials”). By using the Services, Customer acknowledges and agrees that Voxer is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Services or Third Party Materials. Voxer does not warrant or endorse and does not assume and will not have any liability or responsibility to Customer or any other person for any third-party Services, Third Party Materials, or for any other materials, products, or services of third parties. Third Party Materials and links to other web sites are provided solely as a convenience to Customer. Financial information displayed by any Services is for general informational purposes only and is not intended to be relied upon as investment advice. Before executing any securities transaction based upon information obtained through the Services, Customer should consult with a financial professional. Location data provided by any Services is for basic navigational purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage. Use of real time route guidance is at Customer’s sole risk. Location data may not be accurate. Neither Voxer, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of location or other data displayed by any Services. Customer agrees that any Services contain proprietary content, information and material that is protected by applicable intellectual property and other laws, including but not limited to copyright, and that Customer will not use such proprietary content, information or materials in any way whatsoever except for permitted use of the Services. No portion of the Services may be reproduced in any form or by any means. Customer agrees not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner, and you shall not exploit the Services in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity. Customer further agree not to use the Services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that Voxer is not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive or illegal messages or transmissions that you may receive as a result of using any of the Services. In addition, third party Services and Third Party Materials that may be accessed from, displayed on, or linked to or from the Product are not available in all languages or in all countries. Voxer makes no representation that such Services and Third Party Materials are appropriate or available for use in any particular location. To the extent Customer chooses to access such Services or Third Party Materials, Customer does so at its own initiative and is responsible for compliance with any applicable laws, including but not limited to applicable local laws. Voxer, and its licensors, reserve the right to change, suspend, remove, or disable access to any Services at any time without notice. In no event will Voxer be liable for the removal of or disabling of access to any such Services. When deemed reasonably necessary, Voxer may also impose limits on the use of or access to certain third party Services, in any case and without notice or liability. Because some mobile network operators may prohibit or restrict the use of certain functionality over their network, or may impose additional fees or other charges in connection with such functionality (including fees associated with SMS delivery using the Product functionality), Customer agrees to check the terms of agreement with its network operator before utilizing Product on devices connected to mobile networks.
7. Miscellaneous.
(a) 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.
(b) Although fully assignable and transferable by Voxer, neither the rights nor the obligations arising under this Agreement are assignable or transferable by Customer, and any such attempted assignment or transfer shall be void and without effect unless agreed to in writing by Voxer.
(c) This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflicts of laws provisions therein and this Agreement shall not be governed or affected by any version of the Uniform Computer Information Transactions Act enacted in any jurisdiction. In any action to enforce this Agreement the prevailing party will be entitled to costs and attorneys' fees.
(d) In the event of any dispute between Customer and Voxer arising out of or in connection with this Agreement, the parties shall submit the dispute to binding arbitration in accordance with the Commercial Arbitration Procedures of JAMS then in effect. The parties shall mutually choose a single commercial arbitrator with substantial experience in licensing and contract disputes, who may or may not be selected from the appropriate list of JAMS arbitrators. If the parties cannot agree upon the arbitrator within fifteen (15) days of a request for arbitration by a party, then a single arbitrator shall be selected in accordance with the Arbitration Rules and Procedures of JAMS, provided any arbitrator so selected shall have substantial experience in licensing and contract disputes. The arbitrator shall have the authority to grant specific performance and to allocate between the parties the costs of arbitration (including service fees, arbitrator fees and all other fees related to the arbitration) in such equitable manner as the arbitrator may determine. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the forgoing, Voxer shall have the right to institute an action in a court of proper jurisdiction for preliminary injunctive relief pending a final decision by the arbitrator, provided that a permanent injunction and damages shall only be awarded by the arbitrator.
(e) The Product and related documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, and notwithstanding any other FAAR or other contractual clause to the contrary in any agreement into which this Agreement may be incorporated, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (i) only as Commercial Items and (ii) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.
(f) Customer may not use or otherwise export or re-export the Product except as authorized by United States law and the laws of the jurisdiction in which the Product was obtained. In particular, but without limitation, the Product may not be used or exported or re-exported (i) into any U.S. embargoed countries or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Product, Customer represents and warrants that Customer is not located in any such country or on any such list. Customer also agree that Customer will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons.
(e) 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.
(f) This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof, superseding any prior agreements between Customer and Voxer regarding the Product and Voxer Site and any and all written or oral agreements previously existing between the parties are expressly cancelled.
For any questions or comments or complaints or claims with respect to Product please contact:
VoxerNet LLC, 512 2nd Street, First Floor, San Francisco, CA 94107, support@voxer.com
Voxer License Agreement. Last updated: March 5 2012.
Copyright © 2011-2012 VoxerNet LLC. All rights reserved.
IMPORTANT: PLEASE READ THE FOLLOWING VOXER® LICENSE AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE USING THE VOXER® SITE OR DOWNLOADING AND/OR USING THE PRODUCT (DEFINED BELOW).
UNLESS YOU OR THE ENTITY THAT EMPLOYS YOU HAS SIGNED A WRITTEN AGREEMENT REGARDING YOUR USE AND/OR ACCESS TO THE VOXER SITE AND PRODUCT, THIS AGREEMENT WILL GOVERN YOUR USE OF THE VOXER SITE AND PRODUCT. IF YOU OR THE ENTITY THAT EMPLOYS YOU HAS SIGNED A WRITTEN AGREEMENT, THEN THE TERMS OF THAT AGREEMENT SHALL BE BINDING UPON YOU AND YOUR EMPLOYER.
EXCEPT TO THE EXTENT SPECIFIED ABOVE, BY CHOOSING THE “LOGIN”, “SIGN UP”, “ACCEPT”, OR “AGREE” BUTTON OR ANY SIMILAR BUTTON OR LINK AND/OR BY USING THE VOXER SITE AND/OR DOWNLOADING AND/OR USING ANY COMPONENT OF THE VOXER PRODUCT, YOU ARE BINDING YOURSELF (“CUSTOMER” OR “YOU”) TO THE TERMS OF THIS AGREEMENT.
VOXERNET LLC, A DELAWARE LIMITED LIABILITY COMPANY (“VOXER”) IS WILLING TO PROVIDE YOU ACCESS TO THE VOXER SITE AND THE PRODUCT ONLY UPON THE CONDITION THAT YOU ACCEPT ALL THE TERMS CONTAINED HEREIN. IF YOU DO NOT AGREE TO ALL THE TERMS OF THIS AGREEMENT, THEN DO NOT CHOOSE THE “LOGIN”, “SIGN UP”, “ACCEPT”, OR “AGREE” BUTTON OR ANY SIMILAR BUTTON OR LINK AND DO NOT DOWNLOAD, INSTALL, OR USE THE PRODUCT OR ACCESS THE VOXER SITE, AND VOXER IS UNWILLING TO PROVIDE YOU RIGHTS TO USE THE VOXER SITE OR PRODUCT.
THE PRODUCT AND THE VOXER SITE ARE AVAILABLE FOR INDIVIDUALS AGED 13 OR OLDER, IF YOU ARE 13 OR OLDER BUT UNDER THE AGE OF 18, YOU SHOULD REVIEW THESE TERMS WITH YOUR PARENT OR GUARDIAN TO MAKE SURE THAT YOU AND YOUR PARENT OR GUARDIAN UNDERSTAND THESE TERMS. BY ACCEPTING THESE TERMS YOU REPRESENT THAT YOU ARE NOT UNDER THE AGE OF 13.
WRITTEN APPROVAL IS NOT A PREREQUISITE TO THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT AND NO SOLICITATION OF OR ANY SUCH WRITTEN APPROVAL BY OR ON BEHALF OF VOXER SHALL BE CONSTRUED AS AN INFERENCE TO THE CONTRARY. IF THESE TERMS ARE CONSIDERED AN OFFER BY VOXER, CUSTOMER’S ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.
Whereas, in connection with this Agreement, Voxer has or will provide to Customer certain proprietary software (which includes the software products Voxer currently refers to as Voxer Walkie-Talkie PTT , Voxer Walkie Talkie Pro, and/or any upgrades and updates to the same which are provided to Customer hereunder), together with certain documentation and potentially certain hardware (if any) (such material to be delivered via the Voxer Site or otherwise directly or indirectly through the online Apple App Store or any other direct or indirect distribution means that Voxer uses) (all such software, documentation and hardware products supplied directly or indirectly by Voxer to Customer hereunder shall collectively be deemed “Product”);
Whereas, Voxer has developed a website which is available to registered users of the Product (“Voxer Site”) in order to streamline communication between Voxer and the Customer and to provide a secure means to deliver components of the Product and to communicate with Customer;
Whereas, this Agreement shall govern Customer’s use of the Voxer Site and the Product;
Whereas, as used herein, Voxer Affiliates shall be defined as any entity controlling, controlled by or under common control with Voxer;
Now, therefore, in consideration of the mutual covenants set forth herein, the parties agree as follows:
1. Authorized Purpose; Permitted Uses; Restrictions.
(a) Authorized Purpose.
For Voxer Walkie-Talkie Pro. Subject to the terms herein, Voxer is willing to supply access to the Voxer Walkie-Talkie Pro Product and Voxer Site to Customer solely so that the Customer may use the Product for commercial use up to the number of copies of Voxer Walkie-Talkie Pro purchased for commercial non-government use in accordance with instructions provided by Voxer from time to time during the License Term.
For Voxer Walkie-Talkie PTT. Subject to the terms herein, Voxer is willing to supply access to the Voxer Walkie-Talkie PTT Product and Voxer Site to Customer for personal, non-commercial non-government use in accordance with instructions provided by Voxer from time to time during the License Term.
Each of the forgoing describes the Authorized Purpose of the relevant product (the “Authorized Purpose”).
(b) License; License Term.
Subject to the terms of this Agreement, Voxer grants to Customer a personal, non-sublicensable, non-assignable, nonexclusive license to (i) access and use the Voxer Site solely for the Authorized Purpose in accordance with the documentation or instructions supplied by Voxer and (ii) use the Product in accordance with the documentation or instructions supplied by Voxer and only on the hardware specified by Voxer, and solely for the Authorized Purpose (specified above).
If you have obtained a licensed to Voxer Walkie-Talkie PTT, then you have obtained a personal, non-commercial non- government license, and your license is provided free of charge. Voxer may in the future charge for Voxer Walkie-Talkie PTT after providing you notice.
If you have purchased a license to Voxer Walkie-Talkie Pro, then you have purchased a commercial license.
For clarity you may not use Voxer Walkie-Talkie PTT for commercial purpose and you may not use either Voxer Walkie-Talkie PTT or Voxer Walkie-Talkie Pro for any government purposes. License for government or government employees or contractors may be obtained outside of this Agreement, please contact Voxer to discuss obtaining such rights.
The license term for each product shall begin when Customer first gets access to the Voxer Site or Product and for Voxer Walkie-Talkie PTT the term shall continue until this Agreement is terminated by either party and for Voxer Walkie-Talkie Pro the term shall continue for the term that the license was purchased as identified in the relevant ordering documentation (“License Term”).
(c) Registration for Product and Voxer Site; Access and Use of the Voxer Site.
Customer can create an account for use of the Product. Customer can also create an account on the Voxer Site and use such accounts to obtain information and submit support questions about the Product. In creating an account Customer agrees to provide truthful information; impersonating others or providing false information in connection with creating a user account is strictly prohibited. Customer agrees (i) to provide accurate, current and complete information as may be prompted by Voxer in connection with Customer’s registration for and use of the Voxer Site and/or Product; (ii) to maintain the security of the identification and password associated with the access and use of the Voxer Site; and (iii) to immediately inform Voxer if Customer becomes aware of any unauthorized access or use of the Voxer Site and/or the Product.
(d) Restrictions.
Except to the extent permitted by the licensing terms governing use of any open source components included with the Product (if any), Customer agrees that it will not (and shall not allow others to): (i) make the Product and/or the Voxer Site available to any third party in a service bureau arrangement or otherwise lend, rent, sell, lease, redistribute, sublicense, provide or otherwise transfer the Product and/or Voxer Site to any third party or use it on behalf of or for the benefit of a third party; (ii) reverse engineer, reverse assemble or compile or otherwise derive or attempt to derive the source code or structure of the Product and/or Voxer Site (except as and only to the extent any foregoing restriction is prohibited by applicable law); (iii) modify, reproduce, or create derivative works of the Product and/or Voxer Site; (iv) remove any copyright or other proprietary notices contained in the Product and/or Voxer Site; (v) directly or indirectly export or re-export the Product and/or Voxer Site; (vi) disclose the performance results for the Product and/or Voxer Site to any third party except as expressly authorized by Voxer; (vii) use the Product and/or Voxer Site for any other purpose other than the Authorized Purpose or beyond the restrictions and limitations specified in this Agreement and on the Voxer Site, as those restrictions and limitations are updated from time to time by Voxer with notice to Customer, and Customer agrees that email notification or notification through the Voxer Site is sufficient, (viii) use the Product and/or Voxer Site for or in connection with any illegal or unlawful activity or purpose, or (ix) remove, circumvent, or interrupt with any digital rights management or security tools or other similar technologies available on or in the Product or Voxer Site; (x) “frame” or “mirror” any part of the Voxer Site without our prior written authorization from Voxer or use any robot, spider, site search/retrieval application or other manual or automatic device or process to retrieve, index, “data mine” or in any way reproduce or circumvent the navigational structure or presentation of the Voxer Site or its contents (a limited exception is provided to general purpose Internet search engines and non-commercial public archives that use such tools to gather information for the sole purpose of displaying hyperlinks to the Voxer Site, provided they each do so from a stable IP address or range of IP addresses using an easily identifiable agent); (xi) interfere with or violate any other Product or Voxer Site visitor's or user's right to privacy or other rights, or harvest, scrape, or collect information about Product or Voxer Site visitors or users without their express consent or otherwise in violation of this Agreement; and/or (xii) impersonate another or use the Product or Voxer Site for the purpose of harassing, intimidating or any other illegal activity.
In addition, you agree not to use the Products or Voxer Site to: (a) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data; (b) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (c) harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (d) interfere with or disrupt servers or networks connected to the Products or Voxer Site or violate the regulations, policies or procedures of such networks; (e) attempt to gain unauthorized access to the Products or Voxer Site, other computer systems or networks connected to or used together with the Products or Voxer Site, through password mining or other means; or (f) harass or interfere with another user’s use and enjoyment of the Products or Voxer Site.
You may not access or use the Product if you work with a competitor, except with Voxer’s prior written consent. In addition, You may not use or access the Product for purposes of monitoring the performance or functionality for a competitor or for any third party, or for any other benchmarking or competitive purposes and You may not share any benchmarking data regarding the Product usage with any third party without Voxer’s prior written consent.
For the avoidance of any doubt, all restrictions specified herein with respect to Product and/or Voxer Site shall apply to each component or part of Product and/or Voxer Site. Except as expressly stated herein, Voxer (and its licensors) shall, at all times, retain all rights, title and interest in and to the Product and/or Voxer Site and all copies and derivatives thereof.
2. Updates; Feedback; Content you provide.
(a) Updates. Voxer may extend, enhance or otherwise modify the Product (or portions thereof) during the License Term, but Voxer is not obligated to do so unless Voxer has separately agreed to do so in writing. If updates and/or modifications to the Product are made available to Customer, such updates shall be deemed “Product” and shall be subject to the terms of this Agreement.
(b) Feedback. Voxer will treat any feedback or suggestions you provide to Voxer (“Feedback”) as non-confidential and non-proprietary to you. Thus, in the absence of a written agreement with Voxer to the contrary, you agree that you will not submit to Voxer any information or ideas that you consider to be confidential or proprietary. The Customer understands that Voxer will own and may use the Feedback provided by Customer to further improve or enhance the Product. Accordingly, Customer agrees to and hereby assigns to Voxer the Feedback (including all intellectual property rights contained therein and any modification or improvements thereof, by whomever made). At Voxer’s sole expense, and only to the extent reasonably necessary, Customer agrees to take actions reasonably requested by Voxer to evidence, perfect, obtain, maintain, enforce or defend the foregoing rights assigned. As between the parties, except as expressly granted hereunder, Voxer retains all right, title, and interest in and to the Product and Feedback provided hereunder and any modifications or improvements thereof, by whomever made.
(c) Content.
(i) Responsibility for Content. "User Content" means any and all information and content that you or other users of the Products or Voxer Site upload, transmit, display, post, distribute or otherwise provide (including but not limited to any text or audio or images included therein). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that makes you or any third party personally identifiable. You hereby affirm, represent, and warrant that (i) you own, or have the necessary licenses, rights, consents, and permissions to use, and authorize other users to use, your User Content as contemplated herein or by the standard functionality of the Product and (ii) your User Content does not violate the policies and terms described herein. You agree not to use the Products or Voxer Site to collect, upload, transmit, display, post, distribute or otherwise provide any User Content (a) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) that is unlawful, harassing, abusive, tortious, threatening, harmful, abusive, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, 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 material of any kind or nature or which is harmful to minors in any way; 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 Voxer. Voxer is not obligated to backup any User Content. You are solely responsible for creating backup copies of your User Content. We will protect User Content in accordance with this Agreement (including the Privacy Policy).
(ii) Policing User Content; Enforcement by Voxer.
Content you send to other users will show up on other user’s devices and these communications are also stored on our database. Even if you remove this content from your device or account, copies of this User Content will remain viewable on the devices of third party users with whom you have communicated and will be stored on our database for a period of time. Therefore you should be aware that User Content that you send to other users cannot be removed from their devices unless the other user removes the data. Also, other users can share any User Content you supply to them.
We have the right (but not the obligation) to review any User Content that is used with the Products or Voxer Site and delete (or modify) any User Content that in our sole judgment violates this Agreement, is used in a way that in our sole judgment would violate this Agreement, or may otherwise violate the rights, harm, or threaten the safety of any user or any other person, or create liability for us or any user. In addition to the foregoing, we may elect to not post any submitted User Content on the forums or delete (or modify) any User Content posted on the forums in our sole discretion. We reserve the right (but have no obligation under this Agreement) to investigate and/or take appropriate action, including legal action, in our sole discretion against you if you violate this provision or any other provision of this Agreement, including removing your User Content from the Products or Voxer Site (or modifying it), terminating your registration credentials, and/or reporting you to law enforcement authorities.
In order to cooperate with legitimate governmental requests, subpoenas or court orders, or to protect our systems and customers, or to ensure the integrity and operation of our business and systems, we may access and disclose information and data, including your registration credentials, IP addressing and traffic information, usage history, and your User Content.
(iii) License to User Content posted to Voxer Site. By providing or using your User Content on the Voxer Site, you automatically grant, and you represent and warrant that you have the right to grant, to Voxer an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use your User Content, and to grant sublicenses of the foregoing. You agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.
3. Communications; Data Collection/ Privacy; Contacts.
(a) Communications. in order to perform to its specifications, the Product will regularly communicate with Voxer and Voxer 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 Product and the devices which Product are loaded onto (including live voice conversations and text conversations). Additionally, Voxer may contact users (byemail or other contact information in connection with this Agreement.
(b) Data Collection; Usage; Privacy Policy. Voxer will have access to Customer’s profile information and User Content. Additionally, Voxer may itself gather and aggregate device data and user activity data. Third parties, such as other users of the Products and the Voxer Site or third party partners of Voxer may also provide Voxer certain data. Details about the collection and use practices can be found at www.voxer.com/privacy-policy.
To the extent Voxer gains such access to non-public profile information, User Content or to information that is personally identifiable information about the users of the Product or Voxer Site, Voxer agrees that it (and/or its contractors and its Voxer Affiliates) will not share or use that information except: (i) to communicate with Customer (via email or via notification sent through the Product, or otherwise) regarding Product, features or services delivered by Voxer, any feedback provided, support or maintenance issues, to address any complaints (ii) in order to implement and deliver the services contemplated herein or features and functionality associated with the contemplated use of Product and Voxer Site, including facilitating connections between users of the Product(iii) to diagnose problems and support our users and maintain and test and enhance the Product and Voxer Site (or related offerings), (iv) to monitor license compliance (v) to conduct other research and development activities, (vi) to assist our users in evaluating or testing the Products (vii) as permitted by Customer, (viii) to advertise, (ix) as required by law or regulation (including to answer a subpoena), or (x) as otherwise expressly identified in Voxer’s Privacy Policy. Voxer Privacy Policy as amended from time to time by Voxer shall apply to use of the Product and Voxer Site, such policy can be found at www.voxer.com/privacy-policy. By accepting the terms of this Agreement, Customer is expressly agreeing that he/she is opting into receiving the communications described herein and is agreeing to the terms of the Voxer Privacy Policy.
(c) Contacts.
As part of your usage of our Products, we provide you the opportunity to connect automatically with your friends. We employ various techniques in order to facilitate friends finding each other on our service, including offering contact importer tools to facilitate adding to your contacts (including Facebook Friends and contacts in your address book) so that you can more readily ask your contacts to join and communicate with you through the Voxer Products. With your permission, we will access your address book and import your contacts’ names, email address, phone numbers, image, geographic location and Facebook IDs to facilitate automatic connection with your friends. We do this only for contact matching to help your friends and you find each other. Also, when you invite friends to the service, we will access your Address Book and we will import your contacts names and phone numbers in order to facilitate the invitation. We may allow other users to use contact information they already have about You, such as your email address or your name, to determine if You are a Product user. If You are already a Product user, then others can add you to their contact list by choosing your name off of a list of users available via our products. We make your name available to others to help your Contacts find you.We also give you an opportunity to invite your Contacts to register at the Voxer Site and download the Products, and in connection with that activity you may provide us access to third party contact information. When you click to invite one or more friends to join Voxer an SMS invite is sent from you from your phone. By using the importer tools or otherwise assenting to such activities, you agree that you are providing us with consent for such activities.
4. Term; Termination; Obligations at the end of the License Term.
This Agreement is effective as of the date that Customer first obtains access to Product and/or Voxer Site (“Effective Date”) and shall continue for the License Term, unless terminated in accordance with this Section. At any time, for any reason or no reason, the parties may mutually agree to terminate this Agreement. Where a license to Voxer Walkie-Talkie PTT is obtained or if a promotional unpaid license to Voxer Walkie-Talkie Pro is obtained, this Agreement may also be terminated by Voxer for any reason or no reason upon five (5) business days' written notice to the Customer. This Agreement may also be terminated immediately upon notice of breach by the other party of the provisions of this Agreement which has not been cured within five (5) days. At the end of any License Term and/or upon any termination of this Agreement, the license granted to the Product hereunder shall terminate immediately and the Customer shall within ten (10) business days, at Voxer’s request, either delete, destroy and/or return the Product, together with any and all documents, notes and other materials regarding the Product to Voxer, including, without limitation, all Proprietary Information and all copies and extracts of the foregoing. Sections 1(d), 2(b), 2(c)(i) and 3 through 7 shall survive any termination or expiration of this Agreement.
5. WARRANTY DISCLAIMER; LIMITATION ON LIABILITY.
Customer acknowledges that the Product is provided to Customer “AS IS” without warranty of any kind. Except as expressly provided herein, Voxer, its licensors and Voxer Affiliates shall not be responsible for any costs, expenses or other liabilities incurred by anyone as a result of the failure of the Product, Voxer Site or in connection with Customer’s use of or access to the Product or Voxer Site. EXCEPT AS EXPRESSLY PROVIDED HEREIN AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, VOXER, ITS LICENSORS AND VOXER AFFILIATES DISCLAIM ALL WARRANTIES RELATING TO THE PRODUCT AND THE VOXER SITE, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES AGAINST INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR ANY BREACH OF SECTION 1 OR 2(C)(i), NEITHER PARTY, NOR VOXER 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 $500.00. EACH PARTY RECOGNIZES AND AGREES THAT THE WARRANTY DISCLAIMERS AND LIABILITY AND REMEDY LIMITATIONS IN THIS AGREEMENT ARE MATERIAL, BARGAINED FOR BASIS 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 VOXER NOR VOXER AFFILIATES OR LICENSORS ARE RESPONSIBLE FOR ANY LOSS OF LIFE, PERSONAL INJURY, OR ECONOMIC DAMAGE RESULTING FROM THE USAGE OF THE PRODUCT
YOU AGREE THAT YOU WILL NOT USE THE PRODUCT WHILE OPERATING A MOTOR VEHICLE, FOR TIME-CRITICAL OR EMERGENCY SERVICES OR EVENT OR FOR ANY OPERATION WHERE INJURY, DEATH, OR ECONOMIC DAMAGE COULD OCCUR.
6. Third Party Code; Third Party Services.
Customer is aware that 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://voxer.com/legal/proprietarynotices provides the notices, disclaimers and licensing requirements for Third Party Code, together with certain Voxer proprietary notices. The Product may enable access to Voxer and third party services and web sites (collectively and individually, "Services"). Use of these Services may require Internet access and Customer may be required to accept additional terms of service. Customer agrees to comply with applicable third party terms when using Product, including, any wireless data services agreements. Customer understands that by using any of the Services, Customer may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language, and that the results of any search or entering of a particular URL may automatically and unintentionally generate links or references to objectionable material. Nevertheless, Customer agrees to use the Services at its sole risk and Customer agrees that Voxer shall not have any liability to Customer for content that may be found to be offensive, indecent, or objectionable. Certain Services may display, include or make available content, data, information, applications or materials from third parties or provide links to certain third party web sites (“Third Party Materials”). By using the Services, Customer acknowledges and agrees that Voxer is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Services or Third Party Materials. Voxer does not warrant or endorse and does not assume and will not have any liability or responsibility to Customer or any other person for any third-party Services, Third Party Materials, or for any other materials, products, or services of third parties. Third Party Materials and links to other web sites are provided solely as a convenience to Customer. Financial information displayed by any Services is for general informational purposes only and is not intended to be relied upon as investment advice. Before executing any securities transaction based upon information obtained through the Services, Customer should consult with a financial professional. Location data provided by any Services is for basic navigational purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage. Use of real time route guidance is at Customer’s sole risk. Location data may not be accurate. Neither Voxer, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of location or other data displayed by any Services. Customer agrees that any Services contain proprietary content, information and material that is protected by applicable intellectual property and other laws, including but not limited to copyright, and that Customer will not use such proprietary content, information or materials in any way whatsoever except for permitted use of the Services. No portion of the Services may be reproduced in any form or by any means. Customer agrees not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner, and you shall not exploit the Services in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity. Customer further agree not to use the Services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that Voxer is not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive or illegal messages or transmissions that you may receive as a result of using any of the Services. In addition, third party Services and Third Party Materials that may be accessed from, displayed on, or linked to or from the Product are not available in all languages or in all countries. Voxer makes no representation that such Services and Third Party Materials are appropriate or available for use in any particular location. To the extent Customer chooses to access such Services or Third Party Materials, Customer does so at its own initiative and is responsible for compliance with any applicable laws, including but not limited to applicable local laws. Voxer, and its licensors, reserve the right to change, suspend, remove, or disable access to any Services at any time without notice. In no event will Voxer be liable for the removal of or disabling of access to any such Services. When deemed reasonably necessary, Voxer may also impose limits on the use of or access to certain third party Services, in any case and without notice or liability. Because some mobile network operators may prohibit or restrict the use of certain functionality over their network, or may impose additional fees or other charges in connection with such functionality (including fees associated with SMS delivery using the Product functionality), Customer agrees to check the terms of agreement with its network operator before utilizing Product on devices connected to mobile networks.
7. Miscellaneous.
(a) 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.
(b) Although fully assignable and transferable by Voxer, neither the rights nor the obligations arising under this Agreement are assignable or transferable by Customer, and any such attempted assignment or transfer shall be void and without effect unless agreed to in writing by Voxer.
(c) This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflicts of laws provisions therein and this Agreement shall not be governed or affected by any version of the Uniform Computer Information Transactions Act enacted in any jurisdiction. In any action to enforce this Agreement the prevailing party will be entitled to costs and attorneys' fees.
(d) In the event of any dispute between Customer and Voxer arising out of or in connection with this Agreement, the parties shall submit the dispute to binding arbitration in accordance with the Commercial Arbitration Procedures of JAMS then in effect. The parties shall mutually choose a single commercial arbitrator with substantial experience in licensing and contract disputes, who may or may not be selected from the appropriate list of JAMS arbitrators. If the parties cannot agree upon the arbitrator within fifteen (15) days of a request for arbitration by a party, then a single arbitrator shall be selected in accordance with the Arbitration Rules and Procedures of JAMS, provided any arbitrator so selected shall have substantial experience in licensing and contract disputes. The arbitrator shall have the authority to grant specific performance and to allocate between the parties the costs of arbitration (including service fees, arbitrator fees and all other fees related to the arbitration) in such equitable manner as the arbitrator may determine. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the forgoing, Voxer shall have the right to institute an action in a court of proper jurisdiction for preliminary injunctive relief pending a final decision by the arbitrator, provided that a permanent injunction and damages shall only be awarded by the arbitrator.
(e) The Product and related documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, and notwithstanding any other FAAR or other contractual clause to the contrary in any agreement into which this Agreement may be incorporated, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (i) only as Commercial Items and (ii) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.
(f) Customer may not use or otherwise export or re-export the Product except as authorized by United States law and the laws of the jurisdiction in which the Product was obtained. In particular, but without limitation, the Product may not be used or exported or re-exported (i) into any U.S. embargoed countries or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Product, Customer represents and warrants that Customer is not located in any such country or on any such list. Customer also agree that Customer will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons.
(e) 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.
(f) This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof, superseding any prior agreements between Customer and Voxer regarding the Product and Voxer Site and any and all written or oral agreements previously existing between the parties are expressly cancelled.
For any questions or comments or complaints or claims with respect to Product please contact:
VoxerNet LLC, 512 2nd Street, First Floor, San Francisco, CA 94107, support@voxer.com
Voxer License Agreement. Last updated: March 5 2012.
Copyright © 2011-2012 VoxerNet LLC. All rights reserved.
Copyright © 2010-2012 Voxer, LLC. All rights reserved.
