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SIP2Connect – Terms of Service

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Terms of Service

Last Updated: March 17, 2025

These Terms of Service are effective on March 17, 2025, if you created your account or accepted or otherwise agreed to them on or after March 17, 2025.

These Terms of Service are effective on March 17, 2025, if you created your account or accepted or otherwise agreed to a previous version of these Terms of Service prior to March 17, 2025. 

PLEASE REVIEW THESE VOXOLOGIC TERMS OF SERVICE CAREFULLY. ONCE ACCEPTED, THESE VOXOLOGIC TERMS OF SERVICE BECOME A BINDING LEGAL COMMITMENT BETWEEN YOU AND VOXOLOGIC. IF YOU DO NOT AGREE TO THESE VOXOLOGIC TERMS OF SERVICE, YOU SHOULD NOT ACCEPT THEM, CREATE AN ACCOUNT, OR USE THE SERVICES (AS DEFINED IN SECTION 1 (DEFINITIONS) BELOW).

THE SERVICES ARE INTENDED FOR BUSINESS USE OR USE IN CONNECTION WITH AN INDIVIDUAL’S TRADE, CRAFT, OR PROFESSION ONLY.

If you have a separate written agreement with Voxologic for your use of the Services, these Voxologic Terms of Service will not apply to you, unless that written agreement does not cover a particular Service, in which case, these Voxologic Terms of Service apply solely to your use of that particular Service.

These Voxologic Terms of Service (“Agreement”) set forth the terms for your use of the Services and are effective as of the date you accept or otherwise agree to the terms of this Agreement (“Effective Date”). This Agreement consists of these Voxologic Terms of Service, terms referenced in these Voxologic Terms of Service which are available at hyperlinks, and any applicable Order Form(s) (as defined below). This Agreement is between the applicable Voxologic entity identified below (“Voxologic”) and you or the organization on whose behalf you are accepting or otherwise agreeing to the terms of this Agreement (“you“, “your“, “yours“, or “Customer”). 

Voxologic entity entering into this Agreement: 

Voxologic kft. with a place of business at Csokonai utca 43, Turkeve 5420, Hungary.

Voxologic may update the terms of this Agreement from time to time. Voxologic will provide you with written notice of any material updates at least thirty (30) days prior to the date the updated version of this Agreement is effective, unless such material updates result from changes in laws, regulations, or requirements from telecommunications providers. The current, up to date version of this Agreement will be available at https://voxologic.com/sip-2-connect-terms-of-service. Notices for material updates to the terms of this Agreement will be given in accordance with Section 8.5 (Notices). Following such notice, your continued use of the Services on or after the date the updated version of this Agreement is effective and binding, as indicated at the top of this Agreement, constitutes your acceptance of the updated version of this Agreement. The updated version of this Agreement supersedes all prior versions.  If you do not agree to the updated version of this Agreement, you must stop using the Services immediately.

If you are the party that agreed to the terms of this Agreement and you reassign your account to a third-party reseller for administration purposes, such account reassignment will not excuse your obligations under this Agreement. Your use of the Services will continue to be subject to this Agreement.

1. Definitions

“Affiliate” means any entity that directly or indirectly controls or is controlled by, or is under common control with, the party specified. For purposes of this definition, “control” means direct or indirect ownership of more than fifty percent (50%) of the voting interests of the subject entity.

“Beta Offerings” means Services that are identified as alpha, beta, not generally available, limited release, developer preview, or any similar Services offered by Voxologic

“Customer Data” means any data (a) provided by you or your End Users (as defined below) to Voxologic in connection with your use of the Services or (b) generated for your use as part of the Services. Customer Data excludes any Voxologic Data (as defined below).

“Customer Services” means any software application or other products and services provided by you and used in connection with your use of the Services under this Agreement. If applicable, Customer Services includes sources from which you choose to retrieve Customer Data and destinations to which you choose to transmit Customer Data using the Services.

“Documentation” means Voxologic’s documentation, including any usage guides and policies, for the Services, the current version of which is available at https://www.sip2connect.com/ and https://www.voxologic.com sites.

“End User” means any user of the Services, including via any Customer Services.

“Malicious Code” means code, files, scripts, agents, or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

“Order Form” means an ordering document between you and Voxologic, or any of their Affiliates, that specifies mutually agreed upon rates for certain Services and any commercial terms related thereto. 

“Services” means the products and services provided by Voxologic or its Affiliates, as applicable, including all updates, modifications, or improvements thereto, that you purchase pursuant to an Order Form or otherwise use. Services excludes any Customer Services and Third Party Services (as defined below).

“Support Terms” means the support-related terms described in this document for the Services.

“Privacy Policy” See the most recent version on https://voxologic.com/sip-2-connect-privacy-policy

“Third Party Services” means any products, services, or software components that are purchased by you from Voxologic, but provided, or otherwise made available, by a third party (i.e., a party other than Voxologic). Third Party Services are governed by a separate agreement between you and the third-party provider.

“Voxologic Acceptable Use Policy”

This Acceptable Use Policy (“AUP”) describes rules that apply to any party (you, your, yours, or Customer) using any products and services provided by Voxologic Kft. or any of its affiliates Services and any user of the Services, including via any products and services provided by Customer End User. The prohibited conduct in this AUP is not exhaustive. Customer is responsible for its End Users’ compliance with this AUP and making its End Users aware of this AUP. If Customer or any End User violates this AUP, Voxologic may suspend Customer’s use of the Services. This AUP may be updated by Voxologic from time to time upon reasonable notice, which may be provided via Customer’s account, e-mail, or by updating the version of this AUP in this document.

No Inappropriate Content or Users.  Do not use the Services to transmit or store any content or communications (commercial or otherwise) that is illegal, harmful, unwanted, inappropriate, or objectionable, including, but not limited to, content or communications which Voxologic determines (a) is false or inaccurate; (b) is hateful or encourages hatred or violence against individuals or groups; or (c) could endanger public safety. This prohibition includes use of the Services by a hate group. Customer and its End Users are also prohibited from using the Services to promote, or enable the transmission of or access to, any prohibited content or communications described in this paragraph.

Prohibited Activities.  Do not use the Services to engage in or encourage any activity that is illegal, deceptive, harmful, a violation of others’ rights, or harmful to Voxologic’s business operations or reputation, including:

  • Violations of Laws or Standards.  Violating laws, regulations, governmental orders, industry standards, or telecommunications providers’ requirements or guidance in any applicable jurisdiction, including any of the foregoing that require (a) consent be obtained prior to transmitting, recording, collecting, or monitoring data or communications or (b) compliance with opt-out requests for any data or communications.
  • Interference with the Services.  Interfering with or otherwise negatively impacting any aspect of the Services or any third-party networks that are linked to the Services.
  • Reverse Engineering.  Reverse engineering, copying, disassembling, or decompiling the Services.
  • Falsification of Identity or Origin.  Creating a false identity or any attempt to mislead others as to the identity of the sender or the origin of any data or communications.
  • Violation of fair use. Violation of fair use of the free or trial Services provided by Voxologic.

No Service Integrity Violations.  Do not violate the integrity of the Services, including:

  • Bypassing Service Limitations.  Attempting to bypass, exploit, defeat, or disable limitations or restrictions placed on the Services.
  • Security Vulnerabilities.  Finding security vulnerabilities to exploit the Services or attempting to bypass any security mechanism or filtering capabilities.
  • Disabling the Services.  Any denial of service (DoS) attack on the Services or any other conduct that attempts to disrupt, disable, or overload the Services.
  • Harmful Code or Bots.  Transmitting code, files, scripts, agents, or programs intended to do harm, including viruses or malware, or using automated means, such as bots, to gain access to or use the Services.
  • Unauthorized Access.  Attempting to gain unauthorized access to the Services.

Data Safeguards.  Customer is responsible for determining whether the Services offer appropriate safeguards for Customer’s use of the Services, including, but not limited to, any safeguards required by applicable law or regulation, prior to transmitting or processing, or prior to permitting End Users to transmit or process, any data or communications via the Services.

“Voxologic Data” means any data that is (a) derived or generated from the use or provision of the Services that does not identify you, your End Users, or any natural person or is anonymized, de-identified, and/or aggregated such that it can no longer identify you, your End Users, or any natural person or (b) any Customer Data that is anonymized, de-identified, and/or aggregated by Voxologic in accordance with this Agreement.

“Voxologic SLA” means the service level agreements for the Services. For any inquiries, support requests, or assistance, Voxologic’s primary contact email is [email protected]. As part of the Service Level Agreement (SLA), Voxologic aims to respond to all inquiries within a maximum timeframe of three (3) working days. Response times may vary depending on the complexity and priority of the request. Voxologic will make every effort to address your concerns as promptly as possible.

Any capitalized term not defined in this Section 1 will have the meaning provided in this Agreement.

2. Services

2.1 Provision of the Services.  Voxologic will: (a) provide the Services to you pursuant to this Agreement, the applicable Documentation, and any applicable Order Form(s); (b) comply with the applicable Voxologic SLA; (c) comply with the security terms for the Services as set forth in the internal Voxologic security guide; (d) provide the Services in accordance with laws applicable to Voxologic’s provision of the Services to its customers generally (i.e., without regard for your particular use of the Services), subject to your use of the Services in accordance with this Agreement, the applicable Documentation, and any applicable Order Form(s); (e) use commercially reasonable efforts to provide you with applicable support for the Services as described in the applicable Support Terms.

2.2 Customer Responsibilities.  You will: (a) be solely responsible for all use of the Services and Documentation under your account and the Customer Services; (b) not transfer, resell, lease, license, or otherwise make available the Services to third parties (except to make the Services available to your End Users) or offer them on a standalone basis; (c) use the Services only in accordance with this Agreement, the Voxologic Acceptable Use Policy, the applicable Documentation, any applicable Order Form(s), and applicable law or regulation; (d) be solely responsible for all acts, omissions, and activities of your End Users, including their compliance with this Agreement, the Voxologic Acceptable Use Policy, the applicable Documentation, any applicable Order Form(s), and applicable law or regulation; (e) use commercially reasonable efforts to prevent unauthorized access to or use of the Services and notify Voxologic promptly of any such unauthorized access or use; (f) provide reasonable cooperation regarding information requests from law enforcement, regulators, or telecommunications providers; and (g) comply with your representations and warranties set forth in Section 5 (Representations, Warranties, and Disclaimer).

2.3 Suspension of Services.  Voxologic may suspend the Services upon written notice to you if Voxologic, in good faith, determines: (a) that you or your End Users materially breach (or Voxologic, in good faith, believes that you or your End Users have materially breached) the Voxologic Acceptable Use Policy; (b) there is an unusual and material spike or increase in your use of the Services and that such traffic or use is fraudulent or materially and negatively impacting the operating capability of the Services; (c) that its provision of the Services is prohibited by applicable law or regulation; (d) there is any use of the Services by you or your End Users that threatens the security, integrity, or availability of the Services; or (e) that information in your account is untrue, inaccurate, or incomplete. You remain responsible for the Fees (as defined in Section 3.3 (Payment Terms)).

2.4 Changes to the Services.  You acknowledge that the features and functions of the Services may change over time; provided, however, Voxologic will not materially decrease the overall functionality of the Services. It is your responsibility to ensure the Customer Services are compatible with the Services. Voxologic endeavors to avoid changes to the Services that are not backwards compatible, however, if any such changes become necessary, Voxologic will use commercially reasonable efforts to notify you at least thirty (30) days prior to implementation. In the event Voxologic makes a non-backwards compatible change to certain Services and such change materially and negatively impacts your use of the Services (“Adverse Change”), (a) you will notify Voxologic of the Adverse Change and (b) Voxologic may agree to work with you to resolve or otherwise address the Adverse Change, except where Voxologic, in its sole discretion, has determined that an Adverse Change is required for security reasons, by telecommunications providers, AWS, any third party service or to comply with applicable law or regulation.

2.5 Beta Offerings.  From time to time, Voxologic may make available Beta Offerings. You may, in your sole discretion, choose to use a Beta Offering. Voxologic may discontinue a Beta Offering at any time, in its sole discretion, or decide not to make a Beta Offering generally available.

3. Fees and Payment Terms

3.1 Fees.  You agree to pay the fees set forth in the applicable Order Form(s). If you use any Services not set forth in the applicable Order Form(s), you will be charged the applicable rates available at https://portal.sip2connect.com/prices.

3.2 Taxes and Communications Surcharges

3.2.1 Taxes.  All fees are exclusive of any applicable taxes, levies, duties, or other similar exactions imposed by a legal, governmental, or regulatory authority in any applicable jurisdiction, including, without limitation, sales, use, value-added, consumption, communications, or withholding taxes (collectively, “Taxes”). You will pay all Taxes in connection with this Agreement, excluding any taxes based on Voxologic’s net income, property, or employees. If you are required by applicable law to withhold any Taxes from payments owed to Voxologic, you will reduce or eliminate such withheld Taxes upon receipt of the appropriate tax certificate or document provided by Voxologic. You will provide Voxologic with proof of payment of any withheld Taxes to the appropriate authority. Taxes will be shown as a separate line item on an invoice.

3.2.2 Communications Charges.  If applicable, all fees are exclusive of any applicable communications or any 3rd party service or telecommunication provider (e.g., AWS carrier) fees or surcharges (collectively, “Communications Surcharges”). You will pay all Communications Surcharges in connection with your use of the Services. You will pay all costs, fines, or penalties that are imposed on Voxologic by a government or regulatory body or any 3rd party or a telecommunications provider as a result of your or your End Users’ use of the Services.

3.2.3 Exemption.  If you are exempt from paying certain Taxes or Communications Surcharges, you will provide the necessary exemption information as requested by Voxologic or a valid exemption certificate issued by the appropriate authority via e-mail to [email protected]. You will be exempt on a going-forward basis once Voxologic has approved your exemption request. If the appropriate authority determines, at any time, that you are not exempt from paying any Taxes or Communications Surcharges, you will promptly pay such Taxes or Communications Surcharges to Voxologic, plus any applicable interest or penalties.

3.3 Payment Terms.  Except as otherwise expressly set forth herein, payment obligations are non-cancelable and fees, Taxes, and Communications Surcharges (collectively, “Fees”), once paid, are non-refundable. Except as otherwise set forth in the applicable Order Form(s) and subject to Section 3.3.3 (Payment Disputes), You will pay the Fees due hereunder in accordance with the following applicable payment method:

3.3.1 Credit Card.  If you elect to add funds to your account by credit card and use such funds to pay the Fees due, you are responsible for ensuring such funds cover such Fees. If your account does not have sufficient funds or your credit card declines a charge for the Fees due, Voxologic may delete your account or config or suspend the provision of the Services to all of your accounts until the Fees due are paid in full. You are prohibited from creating new accounts until the Fees due are paid in full.

3.3.2 Invoicing.  If you elect to receive invoices and Voxologic approves you for the same, then, except as otherwise set forth in the applicable Order Form(s), (a) invoices will be sent to you each month via email to the email address(es) you designate in your account and (b) you will pay the Fees due within thirty (30) days of the date of the invoice. Except as otherwise set forth in the applicable Order Form(s) or an invoice to the extent you procure the Services without any applicable Order Form(s), the Fees are payable in United States dollars. If you fail to pay the Fees and remedy such failure within fifteen (15) days of the date Voxologic provides you with written notice of the same, then Voxologic may (i) assess and you will pay a late fee of the lesser of 1.5% per month or the maximum amount allowable by law and (ii) suspend the provision of the Services to all of your accounts until the Fees due are paid in full. You are prohibited from creating new accounts until the Fees due are paid in full.

3.3.3 Payment Disputes.  You will notify Voxologic in writing within sixty (60) days of the date Voxologic bills you for any Fees that you wish to dispute. You may withhold the disputed Fees until the dispute is resolved. Where you are disputing any Fees, you must act reasonably and in good faith and will cooperate diligently with Voxologic to resolve the dispute. Voxologic will not charge you a late fee or suspend the provision of the Services for unpaid Fees that are in dispute, unless you fail to cooperate diligently with Voxologic or Voxologic determines the dispute is not reasonable or brought in good faith by you.

3.4 Fulfillment Resale.  If you are purchasing the Services through a third-party fulfillment reseller that is solely responsible for facilitating payments to Voxologic for your use of the Services (“Fulfillment Reseller”), you will pay all fees due for your use of the Services directly to the Fulfillment Reseller in accordance with your agreement with the Fulfillment Reseller (“Fulfillment Agreement”). If you breach your payment obligations to the Fulfillment Reseller and fail to cure such breach within the time period specified in the Fulfillment Agreement, the Fulfillment Reseller or Voxologic may suspend the provision of the Services to you upon written notice.

4. Ownership, Customer Data, and Confidentiality

4.1 Ownership Rights.  As between the parties, Voxologic exclusively owns and reserves all right, title, and interest in and to the Services, the Documentation, Voxologic’s Confidential Information (as defined in Section 4.3.1 (Definition)), Voxologic Data, as well as any feedback or suggestions you or your End Users provide regarding the Services. As between the parties, you exclusively own and reserve all right, title, and interest in and to the Customer Services, your Confidential Information, and Customer Data, subject to Voxologic’s rights to process Customer Data.

4.2 Customer Data.  You grant Voxologic and its Affiliates the right to process Customer Data as necessary to provide the Services in a manner that is consistent with this Agreement. You are responsible for the quality and integrity of Customer Data.

4.3 Confidentiality

4.3.1 Definition.  “Confidential Information” means any information or data, regardless of whether it is in tangible form, disclosed by either party (“Disclosing Party”) to the other party (“Receiving Party”) that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential given the nature of the information and the circumstances surrounding the disclosure, including, without limitation, this Agreement, Order Form(s), Customer Data, security reports and attestations, audit reports, customer lists, pricing, concepts, processes, plans, designs and other strategies, “know how”, inventions, and financial, technical, or other business information and materials of Disclosing Party and its Affiliates. Confidential Information does not include any information which: (a) is publicly available through no breach of this Agreement or fault of Receiving Party; (b) was properly known by Receiving Party, and to its knowledge, without any restriction, prior to disclosure by Disclosing Party; (c) was properly disclosed to Receiving Party, and to its knowledge, without any restriction, by another person without violation of Disclosing Party’s rights; or (d) is independently developed by Receiving Party without use of or reference to the Confidential Information of Disclosing Party.

4.3.2 Use and Disclosure.  Except as otherwise authorized under Section 4.3.3 (Compelled Disclosure), Disclosing Party in writing, Receiving Party will not (a) use any Confidential Information of Disclosing Party for any purpose outside of exercising Receiving Party’s rights or fulfilling its obligations under this Agreement and (b) disclose or make Confidential Information of Disclosing Party available to any party, except to Receiving Party’s Affiliates, and Receiving Party’s and its Affiliates’ respective employees, legal counsel, accountants, contractors, and in Voxologic’s case, subcontractors (collectively, “Representatives”) who have a “need to know” as necessary for Receiving Party to exercise its rights or fulfill its obligations under this Agreement. Receiving Party will be responsible for its Representatives’ compliance with this Section 4.3. Representatives will be legally bound to protect Confidential Information of Disclosing Party under terms of confidentiality that are at least as protective as the terms of this Section 4.3. Receiving Party will protect the confidentiality of Confidential Information of Disclosing Party using the same degree of care that it uses to protect the confidentiality of its own confidential information but in no event less than reasonable care.

4.3.3 Compelled Disclosure.  Receiving Party may disclose Confidential Information of Disclosing Party if so required pursuant to a request from a regulator or pursuant to regulation, law, subpoena, or court order (collectively, “Compelled Disclosures”), provided Receiving Party gives Disclosing Party written notice of a Compelled Disclosure to the extent (a) legally permitted and (b) where, when Voxologic is Receiving Party, it determines that such Compelled Disclosure will not unduly interfere with an ongoing investigation into potential illegal activity. Receiving Party will provide reasonable cooperation to Disclosing Party in connection with a Compelled Disclosure at Disclosing Party’s sole expense.

4.3.4 Injunctive Relief.  The parties expressly acknowledge and agree that no adequate remedy may exist at law for an actual or threatened breach of this Section 4.3 and that, in the event of an actual or threatened breach of the provisions of this Section 4.3, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it.

4.4 Use of Marks.  You grant Voxologic the right to use and display your name, logo, and a description of your use case(s) on Voxologic’s website, in earnings releases and calls, and in marketing and promotional materials, subject to your standard trademark usage guidelines that you expressly provide to Voxologic.

5. Representations, Warranties, and Disclaimer

5.1 Power and Authority Representation.  Each party represents and warrants that it has validly accepted or entered into this Agreement and has the legal power to do so.

5.2 Anti-Corruption and International Trade Laws.  Each party (a) warrants that it will comply with all applicable anti-corruption, anti-money laundering, economic and trade sanctions, export controls, and other international trade laws, regulations, and governmental orders (collectively, “Anti-Corruption and Trade Laws”) in the jurisdictions that apply directly or indirectly to the Services, including, without limitation, the United States, and (b) represents that it has not made, offered, promised to make, or authorized any payment or anything of value in violation of Anti-Corruption and Trade Laws. You will promptly notify Voxologic in writing of any actual or potential violation of Anti-Corruption and Trade Laws in connection with the use of the Services and take all appropriate steps to remedy or resolve such violations, including any steps requested by Voxologic. If applicable, you represent that you have obtained, and warrant that you will continue to obtain, all licenses or other authorizations required to export, re-export, or transfer the Services. Each party represents that it (and in your case, also your End Users) is not on any government prohibited, denied, or unverified-party, sanctions, debarment, or exclusion list or export-controlled related restricted party list (collectively, “Sanctions Lists”). You will immediately (i) discontinue your use of the Services if you become placed on any Sanctions List and (ii) remove your End Users’ access to the Services if your End Users become placed on any Sanctions List. You represent that you have not, and warrant that you will not, export, re-export, or transfer the Services to an entity on any Sanctions List without prior authorization from the applicable governmental authority. Notwithstanding anything to the contrary in this Agreement, either party may terminate this Agreement immediately upon written notice to the other party if the other party is in breach of its obligations in this Section 5.2. 

5.3 Consents and Permissions.  You represent and warrant that you have provided, and will continue to provide, adequate notices, and that you have obtained, and will continue to obtain, the necessary permissions and consents required to enable Voxologic to process all Customer Data to provide the Services or as permitted by this Agreement.

5.4 Services.  Voxologic represents and warrants that the Services perform materially in accordance with the applicable Documentation. Your exclusive remedy for a breach of this Section 5.4 will be, at Voxologic’s option, to (a) remediate any material non-conformity or (b) refund you the Fees paid for the time period during which the affected Services do not comply with this Section 5.4.

5.5 DISCLAIMER.  WITHOUT LIMITING A PARTY’S EXPRESS WARRANTIES AND OBLIGATIONS HEREUNDER, AND EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED “AS IS,” AND NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT TO THE FULLEST EXTENT PERMITTED BY LAW. VOXOLOGIC ADDITIONALLY DISCLAIMS ALL WARRANTIES RELATED TO AWS, AMAZON WB SERVICES AND TELECOMMUNICATIONS PROVIDERS. YOU ACKNOWLEDGE THE INTERNET AND TELECOMMUNICATIONS PROVIDERS’ NETWORKS ARE INHERENTLY INSECURE AND THAT VOXOLOGIC WILL HAVE NO LIABILITY FOR ANY CHANGES TO, INTERCEPTION OF, OR LOSS OF CUSTOMER DATA WHILE IN TRANSIT VIA THE INTERNET OR A TELECOMMUNICATIONS PROVIDER’S NETWORK. BETA OFFERINGS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. VOXOLOGIC MAKES NO WARRANTIES AND WILL HAVE NO LIABILITY FOR ANY BETA OFFERINGS, CUSTOMER SERVICES, OR THIRD PARTY SERVICES WHATSOEVER.

6. Limitation of Liability

6.1 LIMITATION ON INDIRECT, CONSEQUENTIAL, AND RELATED DAMAGES.  IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, LOST DATA, BUSINESS INTERRUPTION, OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

7.2 LIMITATION OF LIABILITY.  IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU AND YOUR AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.

6.3 EXCEPTIONS TO THE LIMITATION OF LIABILITY.  NOTWITHSTANDING ANYTHING TO THE CONTRARY IN SECTION 6.1 (LIMITATION ON INDIRECT, CONSEQUENTIAL, AND RELATED DAMAGES) AND SECTION 6.2 (LIMITATION OF LIABILITY), THE LIMITATIONS IN SECTION 6.1 AND SECTION 6.2 DO NOT APPLY TO (a) YOUR BREACH OF SECTION 2.2 (CUSTOMER RESPONSIBILITIES); (b) YOUR AND YOUR AFFILIATES’ BREACH OF SECTION 3 (FEES AND PAYMENT TERMS).

7. Term, Termination, and Survival

7.1 Agreement Term.  This Agreement will commence on the Effective Date and continue until terminated in accordance with Section 7.2 (Termination) (“Term”).

7.2 Termination

7.2.1 Either party may terminate this Agreement for convenience by providing the other party with at least twenty (20) days prior written notice, provided such termination occurs following the subscribed period. Notwithstanding the preceding sentence, if there are any Order Form(s) in effect, this Agreement will not terminate until all such Order Form(s) have expired or have been terminated in accordance with the terms therein. No refunds, credits, or reimbursements shall be provided for any termination or cancellation of the subscription before the end of the subscribed period.

7.2.2 Material Breach.  Either party may terminate this Agreement (including all Order Form(s) and Services that are in effect) in the event the other party commits any material breach of this Agreement and fails to remedy such breach within fifteen (15) days of the date of written notice of such breach. For the avoidance of doubt, a breach of the Voxologic Acceptable Use Policy will be considered a material breach of this Agreement. If Voxologic terminates this Agreement because of your material breach, then Voxologic will also close your accounts.

7.2.3 Insolvency.  Subject to applicable law, either party may terminate this Agreement immediately by providing written notice in the event of the other party’s liquidation, commencement of dissolution proceedings, or any other proceeding relating to a receivership, failure to continue business, assignment for the benefit of creditors, or becoming the subject of bankruptcy.

7.3 Survival.  Upon termination of this Agreement, the terms of this Section 7.3 and the terms of the following Sections will survive: Section 3 (Fees and Payment Terms), Section 4 (Ownership, Customer Data, and Confidentiality), Section 5.5 (Disclaimer), Section 6 (Limitation of Liability), Section 8 (General), and any applicable terms in Section 9 (Additional Terms).

8. General

8.1.1 Affiliates of Customer.  Your Affiliates may use the Services under and in accordance with the terms of this Agreement. You represent and warrant that you have sufficient rights and the authority to make this Agreement binding upon each of your Affiliates. You and each of your Affiliates will be jointly and severally liable for the acts and omissions of such Affiliate in connection with this Agreement and such Affiliate’s use of the Services. Only you will bring any claim against Voxologic on behalf of your Affiliates.

8.1.2 Affiliates of Voxologic.  An Affiliate of Voxologic may provide the Services, or a portion thereof, to you or your Affiliates, as applicable, in accordance with this Agreement and any applicable Order Form(s) with such Affiliate of Voxologic. Voxologic will (a) be responsible for the Services its Affiliates provide and (b) not be relieved of its obligations under this Agreement if its Affiliates provide the Services or a portion thereof. Voxologic will enforce the terms of this Agreement relating to the Services its Affiliates provide. Notwithstanding anything to the contrary in this Agreement, an Affiliate of Voxologic may directly bill you or your Affiliates, as applicable, (i) for the Services it provides or (ii) solely as a billing agent for Voxologic or the Affiliate of Voxologic providing the Services, as applicable.

8.2 Assignment.  Neither party may assign or otherwise transfer this Agreement or any applicable Order Form(s), in whole or in part, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld or delayed). Notwithstanding the foregoing, either party may assign this Agreement or any applicable Order Form(s), in whole or in part, without consent to (a) a successor to all or part of its assets or business or (b) an Affiliate. Any attempted assignment or transfer by either party in violation hereof will be void. Subject to the foregoing, this Agreement and any applicable Order Form(s) will be binding on the parties and their respective successors and permitted assigns.

8.3 Relationship.  Each party is an independent contractor in the performance of each and every part of this Agreement. Nothing in this Agreement is intended to create or will be construed as creating an employer-employee relationship or a partnership, agency, joint venture, or franchise. Each party will be solely responsible for all of its employees and agents and its labor costs and expenses arising in connection therewith and for any and all claims, liabilities, damages, or debts of any type whatsoever that may arise on account of its activities, or those of its employees and agents, in the performance of this Agreement. Neither party has the authority to commit the other party in any way and will not attempt to do so or imply that it has the right to do so.

8.4 No Third-Party Beneficiaries.  This Agreement does not confer any benefits on any third party (including your End Users or an Affiliate) unless it expressly states that it does.

8.5 Notices.  Notices to Voxologic will be provided via email to [email protected]. All notices to you will be provided via email to the contact(s) you designate in your account.

8.6 Governing Law and Attorneys’ Fees.  This Agreement will be governed by and interpreted according to the laws of the applicable state or country identified below without regard to conflicts of laws and principles that would cause the application of the laws of another jurisdiction. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. Except as provided in Section 8.7 (Dispute Resolution), any legal suit, action, or proceeding arising out of or relating to this Agreement or the Services will be instituted in the applicable courts identified below and the parties hereby consent to the personal jurisdiction of these courts. In the event of any adjudication of any dispute under this Agreement, the prevailing party in such legal suit, action, or proceeding will be entitled to reimbursement of its attorneys’ fees and related costs by the non-prevailing party.

Courts with personal jurisdiction: Courts of Budapest, Hungary

8.7 Dispute Resolution.  In the event of any dispute, claim, or controversy in connection with this Agreement (other than for disputes, claims, or controversies related to the intellectual property of a party) (collectively, “Disputes”), each party’s senior representatives will, in good faith, attempt to resolve a Dispute. If the parties are unable to resolve a Dispute within thirty (30) days or within such other time period as the parties may agree in writing, then the parties may commence binding arbitration under Budapest Conciliation Body Procedures. The parties will share equally the fees and expenses of the Budapest Conciliation Body arbitrator. The arbitration will be conducted by a sole arbitrator mutually agreed to between the parties or, failing that, by the Budapest Conciliation Body under its then prevailing rules. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The arbitrator will have the authority to grant specific performance or any other equitable or legal remedy, including provisional remedies. Each party will be responsible for its own incurred expenses arising out of any dispute resolution procedure. Any arbitration proceedings will take place in the Hungarian language.

8.8 Force Majeure.  No failure, delay, or default in performance of any obligation of a party will constitute an event of default or breach of this Agreement to the extent that such failure to perform, delay, or default arises out of a cause, existing or future, that is beyond the control and without negligence of such party, including action or inaction of governmental, civil or military authority, fire, strike, lockout, or other labor dispute, flood, terrorist act, war, riot, theft, earthquake, or other natural disaster (collectively, “Force Majeure Events”). The party affected by a Force Majeure Event will take all reasonable actions to minimize the consequences of any such event.

8.9 Waiver and Order of Precedence.  No failure or delay by either party in exercising any right or enforcing any provision under this Agreement will constitute a waiver of that right or provision, or any other provision. Titles and headings of sections of this Agreement are for convenience only and will not affect the construction of any provision of this Agreement. In the event of any conflict or inconsistency among the documents, the order of precedence will be: (1) the applicable Order Form(s), (2) the terms set forth in the body of this Voxologic Terms of Service, (3) the Voxologic Acceptable Use Policy, (4) any other terms incorporated by reference herein or any other exhibits or attachments hereto, and (5) the applicable Documentation.

8.10 Severability.  In the event that any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be limited or eliminated to the minimum extent necessary to render such provision enforceable and, in any event, the remainder of this Agreement will continue in full force and effect.

8.11 Entire Agreement.  This Agreement will constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, statements, sales materials, presentations, or non-disclosure or other agreements, whether oral or written. No oral or written information or advice given by Voxologic, its agents, or its employees will create a warranty or in any way increase the scope of the warranties or obligations in this Agreement. The parties agree that any term or condition stated in your vendor registration form or registration portal or in any purchase order document or similar document will be construed solely as evidence of your internal business processes and the terms and conditions contained therein will be void and have no effect with regard to this Agreement, even if accepted by Voxologic or executed by the parties after the Effective Date.

9. Additional Terms

Voxologic might terminate free or trial services at any time without prior notice to the customer.