Terms Of Service

Vocode Services Agreement (this “Agreement”)

IMPORTANT – PLEASE READ CAREFULLY BEFORE ACCESSING AND USING THE WEBSITE AND SERVICES MADE AVAILABLE BY THE 1388 COMPANY (“VOCODE”).

This is a legal agreement between you and Vocode. By checking the box adjacent to the phrase “I agree with the terms and conditions of the Vocode Services Agreement”, or by using any website or API (the “Site”) or services (the “Services”) made available to you by Vocode, you acknowledge that you have read, understand, and agree to be bound to the terms and conditions of this Agreement.

THIS AGREEMENT INCLUDES A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER. PLEASE SEE SECTION 16 FOR MORE DETAILS.

1. Services. Subject to the terms of this Agreement, including payment by you of the fees set forth on the Site (the “Fees”), Vocode agrees to provide its voice-based LLM application service to you, which is provided by Vocode and may be accessed by you solely through the use of the Site.
2. Fees. In consideration for the Services and the rights granted to you hereunder, you agree to pay Vocode the Fees as detailed in the Site. Fees shall be due and payable by you to Vocode in accordance with the schedule set forth in the Site.
3. Taxes. All Fees exclude any sales, use, excise, import, export, value added, universal service charge, withholding, and other taxes or governmental charges, including any related penalties and interests however designated, with respect to the provision of the Services, other than taxes based on the net income of Vocode (collectively “Taxes”). You shall promptly pay all Taxes and will reimburse, indemnify, and hold Vocode harmless for all liabilities for Taxes.
4. Late Payment. In the event you fail to make any payments of Fees when due under this Agreement, you may be charged a late fee on any amount that is not paid when due at a rate of one and one-half percent (1.5%) per month or the maximum rate allowed by applicable law, whichever is lower, calculated from the due date until the date paid. Vocode will also be entitled to recover from you any out-of-pocket expenses Vocode incurs in collecting payments due. You acknowledge and agree that Vocode may remove, suspend or disable your access to, and/or modify the Site and/or the Site Content and stop providing all Services in the event you fail to pay Fees when due.
5. Ownership of the Site. Vocode and its licensors are the owners of the Site, Services, Site Content and all software, algorithms, protocols, interfaces, and features incorporated therein and retain all right, title, and interest in and to the Site, Services, and Site Content, including all intellectual property rights. Any rights in or to the Site or Services not expressly granted herein are reserved by Vocode and its licensors.
6. Restrictions. The right to use the Site and Services is not without restriction. In particular, you may not: (a) distribute, transmit, transfer, assign, rent, lease, sell or otherwise dispose of any information, data, or content generated by or otherwise made available to you using the Site (the “Site Content”) to any third party; (b) use the Site, Service, or Site Content in any time sharing arrangement or otherwise make the Site, Service, or the Site Content available via a network so that it can be used on several devices at the same time; (c) alter, modify, repair, rent, lease, loan, sell, distribute, or create derivative works based on the Site, Service, or Site Content;

   (d) reverse engineer, decompile, disassemble, or attempt to derive the source code of the Site except to the extent such activities cannot be prohibited by applicable law; (e) use the Site, Service, or Site Content in an illegal, harmful, offensive, tortious, defamatory, obscene, or abusive manner as determined by Vocode, including, but not limited to, by: (i) trespassing or burdening network capacity, or by violating the security or integrity of any network, computer or

   communications system, software application, network or computing device, (ii) infringing or violating the rights of any other party, (iii) harassing, bullying, annoying, intimidating, threatening, defaming, disparaging, or abusing any third party or promoting violence against a specific person or class of people, (iv) impersonating any third party, (v) sending unwanted sexually explicit or suggestive messages, (vi) sharing another person’s private information without their knowledge or consent, or (vi) spreading false or misleading information, such as denying the existence of tragic events, spreading unsubstantiated medical claims, or undermining the integrity of civic processes; (f) use the Site, Service, or Site Content for any purpose that is prohibited by any law or regulation, or to facilitate the violation of any law or regulation; (g) violate the security of the Site or attempt to gain unauthorized access to the Site, Service, or Site Content, or other information, data, or content of Vocode or other users of the Site through hacking, password mining, or any other means; or (h) assist any third party to engage in any of the foregoing activities. Vocode and its licensors are not in any way responsible for any such unauthorized use by you. You agree to notify Vocode immediately upon becoming aware of any activity in violation of this Section 6.

   The Site, Services, and Site Content are provided for access and use only by persons located in the United States. You acknowledge that you may not be able to access all or some of the Site, Services, and Site Content outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you access or use the Site, Services or Site Content from outside the United States, then you are responsible for compliance with local laws.

   The Site, Services, and Site Content are not intended for use by any person who is under the age of thirteen (13). By accessing the Site, you represent and warrant that you are at least thirteen (13) years old and that the third party that is to receive the Site Content is at least thirteen (13) years old.

   Vocode may investigate occurrences that may involve violations of law and may involve, and co-operate with, law enforcement authorities in prosecuting users who are involved in any violations of law. You acknowledge and agree that Vocode can take any technical, legal, and other actions that Vocode deems, in Vocode’s sole discretion, necessary and appropriate, without notice to you, in order to prevent or remediate any violations and to enforce this Agreement, including, but not limited to, refusing to send Site Content to certain third parties.

7. Updates; Support. Vocode reserves the right to provide updates, new versions, and revisions, and make changes, corrections, and/or improvements (collectively, “Updates”) to: (a) the Site, Services, and Site Content; and (b) this Agreement, in both cases at any time without notice or liability, provided that we will endeavor to provide you with notice of any material changes to this Agreement. You are bound by any such Updates to this Agreement and should therefore periodically review the then current terms and conditions to which you are bound. Vocode also reserves the right to discontinue licensing the Site, Services, and Site Content at any time without notice and without liability. Updates may, at the option of Vocode, only be made available online. Vocode shall have no liability whatsoever arising from your failure or inability to access, install, or use any Updates provided to you. Vocode is under no obligation to provide any Updates, and is under no obligation to correct any bugs or errors in the Site or to otherwise provide support for the Site, Services, or Site Content. Nevertheless, should Vocode elect to provide you with any support, such support will be for your convenience only.
8. Privacy. In connection with your use of the Site and the Services we offer, certain information may be collected, including your personal identifiable information. Vocode may share information with third-party service providers to Vocode as necessary to provide the Services. Vocode may also use anonymous, aggregated information for internal analysis, analytics and research purposes.
9. User Account; Account Security. A Site account (a “User Account”) is necessary to access and use the Services. A User Account may be created by completing the registration process on the Site. The User Account will be subject to the terms and conditions of this Agreement. Information about you may be required to be provided as part of the registration process or as a part of your continued use of the Services. You agrees that any registration information that is submitted to Vocode will be correct, accurate and up to date. Maintaining User Account security is very important. You are solely responsible for maintaining the confidentiality of your User Account password. You agree to notify Vocode immediately if you become aware of any unauthorized use of your password or any other breach of security of your User Account. You will take all steps necessary to protect the confidentiality and security of any authentication credentials and will not share any authentication credentials with any third parties.
10. User Content. For all content, information, data and material you provide to the Site (collectively, “User Content”), you grant Vocode and its affiliates a non-exclusive, transferable, sublicensable (through multiple tiers), fully-paid, royalty-free, perpetual, worldwide license to host, store, use, cache, distribute, modify, copy, adapt, edit, display, translate, publish, transmit, analyze, reproduce, and create derivative works of such User Content for the purpose of operating, developing, providing, promoting, and improving the Site, Services, and Site Content, including, without limitation, to train algorithms or validate systems. You represent and warrant that (i) you own all right, title and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity and privacy contained therein, (ii) such User Content is not illegal, threatening, harassing, excessively violent, obscene, defamatory, bullying, racially or ethnically offensive, and does not encourage violence or conduct that would be considered a criminal offense, or is otherwise deemed inappropriate, and (iii) such User Content does not identify any person (including by name, address, or phone number) either under the age of eighteen (18) or, if over the age of eighteen (18), without that person’s informed consent.
11. Term; Termination. This Agreement is effective the day you access the Site. Either party may terminate this Agreement, with or without cause, at any time. This Agreement will terminate automatically, with or without prior notice, if you fail to comply with any provision of this Agreement. Vocode also reserves the right to remove, suspend or disable your access to, and/or modify the Site and/or the Site Content, and stop providing the Services, in the event you violate this Agreement. Upon termination, you must destroy all Site Content in your possession, and all rights granted to you herein shall immediately terminate.
12. Warranty. The Site, Services, and the Site Content are provided for your convenience only. THE SITE, SERVICES, AND SITE CONTENT ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS BASIS.” VOCODE MAKES NO, AND HEREBY DISCLAIMS ALL, REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. VOCODE DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SITE, SERVICES, OR SITE CONTENT, THAT THE FUNCTIONS CONTAINED IN THE SITE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SITE WILL BE FUNCTIONAL AT ALL TIMES OR UNINTERRUPTED OR THAT THE SITE CONTENT WILL BE ERROR-FREE, OR THAT DEFECTS IN THE SITE OR SITE CONTENT

    WILL BE CORRECTED. Some jurisdictions do not allow the exclusion of implied warranties or limitations on applicable statutory rights of a consumer, so the above exclusion may not apply to you.

13. Liability Limitation. TO THE EXTENT NOT PROHIBITED BY LAW, VOCODE ACCEPTS NO RESPONSIBILITY OR LIABILITY WHATSOEVER ARISING FROM OR IN ANY WAY CONNECTED WITH THE USE OF THE SITE, SERVICES, OR SITE CONTENT. VOCODE SHALL NOT BE LIABLE TO YOU FOR ANY ERRORS OR OMISSIONS IN THE SITE, SERVICES, OR SITE CONTENT, OR FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR INCIDENTAL DAMAGES OF ANY KIND, INCLUDING LOST PROFITS AND LOST DATA, ARISING FROM OR RELATED TO THIS AGREEMENT, THE SITE, THE SERVICES, OR THE SITE CONTENT, EVEN IF VOCODE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THE FOREGOING LIMITATION IS NOT ENFORCEABLE, VOCODE'S TOTAL, CUMULATIVE LIABILITY TO YOU ARISING FROM OR RELATED TO THIS AGREEMENT, THE SITE, THE SERVICES, AND THE SITE CONTENT IS LIMITED TO THE TOTAL AMOUNT OF FEES PAID BY YOU TO VOCODE IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose. Certain jurisdictions do not permit the limitation or exclusion of incidental damages, so this limitation may not apply to you. Vocode also assumes no responsibility, and shall not be liable for, any damages to, or viruses that may infect your device or other property on account of your access to or use of the Site, Services, or Site Content.
14. Indemnification. You are responsible for all use of the Site and the Site Content and related Services. You will indemnify and hold Vocode and licensors and affiliates, and their officers, directors, employees and agents harmless from and against any claims, damages, liabilities, expenses, and costs arising (i) from or related to this Agreement, (ii) your use or misuse of, or inability to use, the Site or Site Content or related Services, (iii) any other use of the Site, Site Content, or related Services under your User Account.
15. Legal Compliance. You agree that you will comply with all applicable laws and regulations when using the Site, Site Content and Services. You understand that the Site, Site Content, and Services may be utilized in one or more ways which in turn require additional compliance, and you understand that Vocode is not responsible in any way for your compliance obligations, or obligated to assist you in meeting those obligations. Depending upon the actions you take with respect to the Site, Site Content, and Services, your obligations may include, but are in no way limited to, responsibility to comply with the provisions of the Telephone Consumer Protection Act and its implementing regulations, the Telemarketing Sales Rule, and all other laws, rules, regulations, and other requirements applicable to your chosen use case.
16. Arbitration; Governing Law. THIS SECTION CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER. THEY AFFECT EACH PARTY'S RIGHTS CONCERNING THE RESOLUTION OF ANY “DISPUTE” (DEFINED BELOW) BETWEEN THE PARTIES. This Agreement and performance by the parties hereunder shall be construed in accordance with the laws of the State of California, without regard to provisions on the conflicts of laws. Before either party may initiate any legal action or proceeding or make a demand for arbitration, such party must notify the other party in writing of the dispute or controversy and attempt in good faith to resolve the dispute or controversy. If the dispute or controversy has not been resolved thirty (30) days after such notice is given, either party may initiate a legal action or proceeding or make a demand for arbitration in accordance with this Section 16, as applicable. Any dispute or controversy arising from or relating to this Agreement or the enforcement of any provision of this Agreement (other than any claim based on unauthorized use of the Site or Site Content or your infringement or misappropriation of any intellectual property rights, invasion of privacy or publicity, or violation of any rights to any person’s name, image, or likeness (an “IP Claim”)) (collectively, a “Dispute”), must be arbitrated in Santa Clara County, California before a single arbitrator experienced in the software industry who is jointly selected and mutually approved by the parties. The arbitrator shall serve as a neutral, independent and impartial arbitrator. The arbitration will be administered in accordance with the Rules for Non-Administered Arbitration of the International Institute for Conflict Prevention and Resolution. The arbitrator will require the non-prevailing party to pay for the costs of arbitration, including reasonable attorneys' fees incurred by the prevailing party in connection with the arbitration. The results of the arbitration procedure will be considered confidential information of both parties. Any arbitration decision rendered will be final and binding, and judgment thereon may be entered in any court of competent jurisdiction. Notwithstanding the above, neither party will be required to arbitrate an IP Claim. With respect to an IP Claim only, each party consents to the exclusive jurisdiction of, and venue in, the state and federal courts of Santa Clara County, California, U.S.A. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Each party agrees that any proceeding to resolve or litigate any dispute hereunder, whether in arbitration or in court, will be conducted solely on an individual basis, and neither party will seek to have any dispute heard as a class action, a representative action, a collective action, a private attorney-general action, or in any proceeding in which either party acts or proposes to act in a representative capacity. The parties further agree that no arbitration or proceeding will be joined, consolidated, or combined with another arbitration or proceeding without the prior written consent of all parties to such other arbitration or proceeding.
17. Miscellaneous. This Agreement does not create any relationship of association, partnership, joint venture or agency between the parties. Neither party will have any right or authority to assume, create or incur any liability or obligation of any kind against or in the name of the other party. This Agreement constitutes the entire agreement between Vocode and you pertaining to the subject matter hereof and supersedes all prior agreements and understanding between the parties. Except to the extent and in the manner specified in this Agreement, any modification or amendment of any provision of this Agreement must be in writing and bear the signature of the duly authorized representative of each party. The failure of either party to exercise any right granted under this Agreement, or to require the performance by the other party of any provision of this Agreement, or the waiver by either party of any breach of this Agreement, will not prevent a subsequent exercise or enforcement of such provisions or be deemed a waiver of any subsequent breach of the same or any other provision of this Agreement. You may not sell, assign or transfer any of your rights, duties or obligations under this Agreement without the prior written consent of Vocode. Vocode reserves the right to assign or transfer this Agreement or any or all of its rights, duties and obligations to any third party without your consent. If any provision of this Agreement is determined by a court of competent jurisdiction to be in violation of any applicable law or otherwise invalid or unenforceable, such provision will to such extent as it is determined to be illegal, invalid or unenforceable under such law be deemed null and void, but this Agreement will otherwise remain in full force and effect. Furthermore, it is the intention of the parties that in lieu of such illegal, invalid, or unenforceable provision, there automatically be added as a part of this Agreement a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid, and enforceable.
18. Contact Information; Feedback. Should you have questions about the terms and conditions of this Agreement or if you desire to contact Vocode for any reason (including, but not limited to legal correspondence; any questions or comments about the Site, Services, or the Site Content; your rights of access, rectification, erasure, and restriction; or to report any problems, bugs, or other errors), please contact support@vocode.dev.

To the extent you provide Vocode with any suggestions, enhancement requests, recommendations or other feedback relating to the Site or Vocode' business, products, services, or operations (collectively, “Feedback”), you hereby grant Vocode a non-exclusive, fully paid-up, royalty-free, transferable, sublicensable (through multiple tiers of sublicensees), worldwide, perpetual, irrevocable right and license to use, reproduce, publicly perform, publicly display, distribute, modify, create derivative works, sell, exploit, and otherwise commercialize and dispose of such Feedback without restriction.