This is a legal agreement between you and Voiso Inc. This Agreement contains the complete terms and conditions that apply to your access and usage of Voiso Inc. Products and Services.

By accepting this Agreement, either by accessing or using a Service, or authorizing or permitting any Agent or End-User to access or use a Service, You agree to be bound by this Agreement. If You are entering into this Agreement on behalf of a company, organization or another legal entity (an “Entity”), You are agreeing to this Agreement for that Entity and representing to Voiso Inc. that You have the authority to bind such Entity and its Affiliates to this Agreement, in which case the terms “You,” “Your” or a related capitalized term herein shall refer to such Entity and its Affiliates. For purposes of this Agreement Voiso Inc. means Voiso Group together with all its Affiliates.

To enroll, you must complete and submit the online application and accept these Terms. We may reject your application at our sole discretion.

If you do not agree to these terms, you must not click accept and can’t use the services. You acknowledge that you have read this agreement, understand it, and agree to be bound by its Terms and Conditions.

Voiso Inc. may amend this Agreement from time-to-time. All amended terms automatically take effect on the sooner of a) the day You use the Service or b) 10 days after they are initially posted on the Site. Your use of the Site following the effective date of any modifications to this agreement will constitute Your acceptance of the Agreement, as modified. You agree that notice on the Site of modifications is adequate notice. You warrant that you are at least 18 years of age or the applicable state age of majority and that you possess the legal right and ability to enter into this Agreement.

You agree to use the Website, Products, Software and Services only for purposes permitted by these Terms of Service as well as any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions.

Voiso inc. is not responsible for any violation of applicable laws, rules, or regulations committed by you or a third party at your behest. It is your responsibility to ensure that your use of the website, products, software and services does not contravene applicable laws, rules or regulations.

Specifically, you agree and warrant that in using the Website, Products, Software and Services, your actions do not contravene the laws, rules, or regulations of (1) the country, state, or locality where you reside, or (2) the country, state, or locality where Voiso Inc. is located or operates. This includes complying with applicable export and import restrictions as well as other restrictions.

Clients shall use the Services, Products and Software in accordance with all applicable laws, rules and regulations and in accordance with the Fee Schedule and Policies. Voiso Inc. grants to a client a personal, limited, non-transferable, revocable, non-exclusive license (without the right to sublicense or create derivative works) to use the Software during the Term (defined below) solely for CLient’s own internal use of the Services in accordance with this Agreement.

Unless agreed in writing by Voiso Inc., a Client shall not resell or redistribute any Services purchased from Voiso Inc. In addition, Client shall not copy, modify, resell or redistribute the Software or the Products, create or recreate the source code for the Products or any Software, or re-engineer, reverse engineer, decompile, disassemble or attempt in any way to disable, deactivate or render ineffective the password protection in the Products or any Software. Some software necessary to fully utilize the full functionality of the Services may require Client to accept additional terms and conditions required by the third-party providers of such software. Client agrees to comply with any such additional terms and conditions required for the Service. Voiso Inc. is not responsible for the configuration of, or internal equipment for, Client’s personal computer that may be necessary to make Client’s computer or systems compatible with the Services, Software or Products. If Client has opted to provide its own equipment, Client will be solely responsible for procuring any firmware licenses and/or updates, and Voiso Inc. shall have no obligation to provide such firmware licenses or upgrades.

All prices and transactions are in the U.S. dollars. Payments for the Services and Products are final and non-refundable. If credit card chargebacks occur on Customer Account, Voiso Inc. reserves the right to stop the Services under with no refund provided. However, Voiso Inc. will refund, upon a written notice from Client, the prorated portion of Client’s funds, which were paid but not used for at least one of the following reasons:

• a. the prepaid Service or Product did not confirm to the description provided by Voiso Inc. on its website or in the documentation accompanying such Service or Product;
• b. Voiso Inc. discontinued the Services or Product without any force majeure or market shift pertained to such Services or Product; or
• c. Voiso Inc. materially altered the Services or Product, which significantly reduced such Service’s or Product’s essential functionality initially described and offered by Voiso Inc.

Client shall pay for all Services and Products that Voiso Inc. furnishes to Client. The relevant Service Order or the Fee Schedule specifies the one-time, recurring and optional prices and associated fees that Client shall pay for each Service during the Service Term; provided however, that such fees do not include taxes or other surcharges and shipping fees. Client understands that not all charges may be stated in a Service Order; for a description of these additional charges, please send a request to support@voiso.com.

Prices are fixed for the Initial Service Term. Voiso Inc. may modify the prices or fees at any time for Services in their Renewal Service Term (defined below) upon thirty (30) days’ notice to Client; provided, however, if Client does not agree to accept the new pricing, Client may terminate the affected Services without penalty within thirty (30) days of the date of such notice. Any continued use of the Services thirty (30) days after the notice date shall be deemed acceptance of the new pricing. In addition, Voiso Inc. reserves the right to increase the price charged to Client, and/or make material changes to this Terms and Conditions document, at any time for Services in their Initial Service Term or Renewal Service Term if any of the prices charged to Voiso Inc. by any of its suppliers increase, effective thirty (30) days following notice to Client. However, for Cloud Hosting Services.

If Client has not paid its invoice by the Due Date or if Client files for insolvency protection of any sort (a “Payment Default”), Voiso Inc. may take any combination of the following actions: (i) suspend the unpaid Services; (ii) require a cash deposit or standby letter of credit; (iii) stop taking new orders for additional Services; and/ or (iv) terminate the unpaid Services or the Agreement for breach in which event Client will, in addition to amounts owed Voiso Inc., be responsible for all applicable early termination fees, as defined in the applicable Service Exhibits and Fee Schedule (“Early Termination Fees”). For all payments (including unpaid Regulatory Surcharges) not made by the Due Date, Voiso Inc. may charge Client interest on overdue amounts at the lesser of (i) the interest rate set forth in the Fee Schedule or (ii) the maximum interest charges permitted under applicable law. Client will be responsible to Voiso Inc. for any expenses (including collection costs, reasonable attorneys’ fees and court costs) that Voiso Inc. incurs to collect overdue charges. Client shall pay an additional charge for each returned check or other rejected payment. If Voiso Inc. elects to reinstate any Service that has been suspended in accordance with this Section, Voiso Inc. may charge Client a reinstatement fee. The fees and charges described in this Section can be found in the Fee Schedule.

These terms are subject to all present and future valid orders and regulations of any governmental or regulatory body where Voiso Inc. operates. In the event that any license or taxes are required, Voiso Inc. agrees that it will obtain that license and/or pay those taxes where required by law, and supply proof of obtaining the license (s) and paying those taxes where applicable.

The parties both agree to indemnify and hold harmless each other against any suit, claim or proceeding brought against the other Party for direct damages that result from death, bodily injury or damage to personal, tangible personal property, to the extent the damages are proven to be the result of the indemnifying partys actions or inactions.

Voiso Inc. will not be liable to Customer or other party for punitive, special, incidental, consequential, indirect or other similar damages, including, but not limited to, damages or costs incurred as result of loss of time, loss of data, loss of profits or revenue, or loss of use of equipment or software. In addition, Voiso Inc. is not responsible or liable for damages or costs in connection with obtaining substitute equipment or software, claims by others, inconvenience or similar costs.

All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked "Confidential", will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.

Each party acknowledges that it will have access to certain confidential information of the other party concerning the other party's business, plans, Clients, technology, and products, including these terms and conditions of this Agreement ("Confidential Information"). Confidential Information will include, but not be limited to, each party's proprietary software and Client information. Each party agrees that it will not use in any way, for its own account or the account of any third party, except as expressly permitted by this Agreement, nor disclose to any third party (except as required by law or to that party's attorneys, accountants and other advisors as reasonably necessary), any of the other party's Confidential Information and will take reasonable precautions to protect the confidentiality of such information. Information will not be deemed Confidential Information hereunder if such information: (i) is known to the receiving party prior to receipt from the disclosing party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (ii) becomes known (independently of disclosure by the disclosing party) to the receiving party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (iii) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the receiving party; (iv) is independently developed by the receiving party; or (v) is required to be released by law or regulation, provided that the receiving party provide prompt written notice to the disclosing party of such impending release, and the releasing party cooperate fully with the disclosing party to minimize such release. Voiso Inc. acknowledges that, during the course of this Agreement, it may receive on Client's behalf or be entrusted with data concerning website traffic, visitors, and usage (including, but not limited to, personally identifying information). Voiso Inc. agrees that such data is Confidential Information which is owned exclusively by Client and Voiso Inc. agrees that is will not use such Confidential Information for any purpose except the performance of this Agreement and the amendments hereto, and that it will not disclose any such Confidential Information to any third party unless such disclosure is authorized in writing by Client.

All text, graphics, photographs, trademarks, logos, icons, user interfaces, sounds, music, videos, artwork, software and computer code (collectively, “Content”), including but not limited to the “look and feel”, layout, design, structure, color scheme, selection, combination and arrangement of the Content present on the Websites is owned by or licensed to us. Such Content is protected by copyright, trademark, trade dress and various other intellectual property and unfair competition laws.

Except with our express written permission or as permitted by applicable laws, you may not copy, distribute, reproduce, mirror, frame, publicly display, publicly perform, translate, create derivative works of, re-publish or transmit the Websites or Content (in whole or in part) in any way or through any medium for distribution, publication or any commercial purpose.

You may display, copy and download Content from the Websites solely for your personal and non-commercial use provided that: (a) you do not remove any copyright or proprietary notice from the Content; (b) such Content will not be copied or posted on any networked computer or published in any medium; and (c) no modifications are made to such Content.