Terms Of Service |
|
Important
In order to access the information contained on the
SIGMA VOICE website (the “Website”) or make use of the services
provided by
SIGMA VOICE (the “Service” or “Services”), you (hereinafter
referred to as “YOU”) must first read this agreement
(the “Agreement”) and accept it. YOU may not avail
YOURSELF of the Website or Services if YOU do not accept this
Agreement and the terms therein. YOU accept the terms of the
Agreement by clicking to accept, by agreeing to the terms of
the Agreement in the user interface for any
SIGMA VOICE Service, or by using the Services. In the latter case, YOU understand
and agree that we will treat YOUR use of the Services as acceptance
of the terms from that point onwards.
By putting a check mark next to I AGREE and clicking on SUBMIT,
YOU represent that YOU have read and agree to the terms and
conditions of this Agreement. These terms and conditions will
remain in effect throughout YOUR use of the Services and continue
after this Agreement expires, cancels or is terminated. These
terms and conditions are legally binding should YOU choose to
register for the Service. YOU may not use the Services and may
not accept the terms if (a) YOU are not of legal age to form
a binding contract with us, or (b) YOU are a person barred from
receiving the Services under the laws of the United States or
other countries including the country in which YOU are resident
or from which YOU use the Services.
The terms and conditions set forth herein may be amended in
our sole and absolute discretion from time to time, and such
amended terms and conditions shall be effective immediately
upon posting to the Website. YOUR continued use of the Service
after such posting will constitute acceptance by YOU of such
amendments. It is YOUR responsibility to review these Terms
of Service frequently and remain informed about any changes
to them, so we encourage YOU to visit this page often.
1. Grant of Rights to Use Services
1.1 Subject to YOUR acceptance of and compliance with this Agreement
and with the payment requirements for the Services,
SIGMA VOICE hereby grants YOU a limited, non-exclusive, non-transferable,
non-sublicenseable, revocable right and license during the Term
of this Agreement in and under our intellectual property rights,
to access and use the Services, solely in accordance with the
terms and conditions of this Agreement. Unless explicitly stated
otherwise, any new features provided by
SIGMA VOICE that augment or enhance the current Services shall also constitute
“Services” and shall be subject to these terms and
conditions. YOU may not, nor allow any third party to, copy,
distribute, sell, disclose, lend, transfer, convey, modify,
decompile, disassemble or reverse engineer the Services for
any purpose whatsoever. YOU may not allow any unauthorized third
party to access the Services for any purpose whatsoever. All
rights not expressly granted under this Agreement are retained
by
SIGMA VOICE .
1.2 YOU may write a software application or website (an "Application")
that interfaces with the Services. YOU acknowledge that we may
change, deprecate or republish APIs for any Service or feature
of a Service from time to time, and that it is YOUR responsibility
to ensure that calls or requests YOU make to or via our Service
are compatible with then-current APIs for the Service.
SIGMA VOICE will attempt to inform YOU of any changes with reasonable notice
so YOU can adjust YOUR Application, but we are under no obligation
to do so.
1.3 YOU and any Applications that YOU may build, distribute,
or otherwise create may make network calls or requests to the
Services, or may receive phone calls via the Service, at any
time that the Services are available provided that those requests
do not violate the terms of the Acceptable Use Policy or other
terms of this Agreement.
1.4 YOU may not remove, obscure, or alter any notice of any
SIGMA VOICE trademark, service mark or other intellectual property or proprietary
right appearing on the Website or contained within the Services.
1.5 Provided that YOU comply with the terms of this Agreement
and our policies and procedures including the Acceptable Use
Policy, YOU may use the Services to execute Applications owned
or lawfully obtained by YOU. YOU are solely responsible for
YOUR Applications, including any data, text, images or content
contained therein.
1.6 YOU are personally responsible for all traffic originating
from YOUR Applications using YOUR account credentials to the
Services. As such, YOU should protect YOUR authentication keys
and security credentials. Actions taken using YOUR credentials
shall be deemed to be actions taken by YOU, with all consequences
including service termination, civil and criminal penalties.
1.7 We may make available to YOU, for YOUR installation, copying
and/or use in connection with the Services, from time to time,
a variety of software, data and other content and printed and
electronic documentation (the "
SIGMA VOICE Properties"). Subject to YOUR acceptance of and compliance
with this Agreement, ongoing compliance with its terms and conditions
with respect to the subject Service, and payment if and as required
for YOUR right to use the subject Service,
SIGMA VOICE hereby grants to YOU a limited, non-exclusive, non-transferable,
non-sublicensable, revocable license during the Term of this
Agreement in and under our intellectual property rights in the
SIGMA VOICE Properties, only to install, copy and use the
SIGMA VOICE Properties solely in connection with and as necessary for YOUR
use of such Services, solely in accordance with the terms and
conditions of this Agreement.
(a) The
SIGMA VOICE Properties may include, without limitation:
* The
SIGMA VOICE Website;
*
SIGMA VOICE APIs and
SIGMA VOICE Markup Language; and
* Specifications describing the operational and functional capabilities,
use limitations, technical and engineering requirements, and
testing and performance criteria relevant to the proper use
of a Service and its related APIs and technology.
(b)
SIGMA VOICE may make available under another license agreement, such as
an open source agreement, additional content or software. Any
such content or software will be clearly marked with such a
license indicating the usage rights available for that content
or software. For such content or software released pursuant
to an open license,
SIGMA VOICE encourages YOU to modify, alter, tamper with, repair and/or
create derivative works consistent with such license. Such content
or software may include:
* Developer tools, such as software development kits or sample
code, for use in connection with the APIs; and
* Articles and documentation for use in connection with the
use and implementation of the APIs (collectively, "Documentation").
(c) Except as may be expressly authorized under this Agreement:
* YOU may not, and may not attempt to, modify, alter, tamper
with, repair, or otherwise create derivative works of any software
included in the
SIGMA VOICE Properties.
* YOU may not, and may not attempt to, reverse engineer, disassemble,
or decompile the
SIGMA VOICE Properties or the Services or apply any other process or procedure
to derive the source code of any software included in the
SIGMA VOICE Properties.
1.8 For purposes of this Agreement,
SIGMA VOICE hereby grants to YOU a limited, non-exclusive, non-transferable,
non-sub-licenseable, revocable license during the Term of this
Agreement to display the trade names, trademarks, service marks,
logos, domain names of
SIGMA VOICE (each, a “
SIGMA VOICE Mark”) for the purpose of promoting or advertising that
YOU use the Services, solely in accordance with the terms and
conditions of this Agreement. In return YOU hereby grant
SIGMA VOICE a limited, non-exclusive, non-transferable, non-sublicenseable
license during the Term of this Agreement to display YOUR trade
names, trademarks, service marks, logos, domain names and the
like for the purpose of promoting or advertising that YOU use
the Services. In using
SIGMA VOICE Marks, YOU may not: (i) display a
SIGMA VOICE Mark in any manner that implies a relationship or affiliation
with, sponsorship, or endorsement by
SIGMA VOICE ; (ii) use
SIGMA VOICE ’s Marks to disparage
SIGMA VOICE or its products or services; or (iii) display a
SIGMA VOICE Mark on a site that violates any law or regulation. Notwithstanding
the above,
SIGMA VOICE may determine in its sole discretion whether its marks may be
used in connection with YOUR Application. Furthermore, we may
modify any
SIGMA VOICE Marks provided to YOU at any time, and upon notice, YOU will
use only the modified
SIGMA VOICE Marks and not the old
SIGMA VOICE Marks. Other than as specified in this Agreement, YOU may not
use any
SIGMA VOICE Mark unless YOU obtain our prior written consent. All uses of
the
SIGMA VOICE Trademarks and goodwill associated therewith shall inure to
the benefit of
SIGMA VOICE .
1.9 The rights granted by us in this Agreement with respect
to the
SIGMA VOICE Properties, the
SIGMA VOICE Marks and the Services are nonexclusive, and we reserve the
right to: (i) act as a developer of products or services related
to any of the products that YOU may develop in connection with
the
SIGMA VOICE Properties or via YOUR use of the Services; and (ii) appoint
third parties as developers or systems integrators who may offer
products or services which compete with YOUR Application.
1.10 Subject to our commercially reasonable efforts and so long
as YOUR account remains in good standing, data generated by
YOUR use of the Service such as audio recordings and call log
entries will remain available via our API for at least six months
from the date such data was generated. Notwithstanding the above
and without limitation to Section 7, we shall have no liability
whatsoever for any damage, liabilities, losses (including any
loss of data or profits) or any other consequences that YOU
may incur with respect to loss of data associated with YOUR
account and data therein.
2. Term, Termination
and Suspension
2.1 The term (“Term”) of this Agreement will commence
once YOU accept this Agreement as provided above. The Agreement
will remain in effect until terminated by YOU or us in accordance
with this Section 2.
2.2 YOU may terminate this Agreement for any reason or no reason
at all, at YOUR convenience, by closing YOUR account for any
Service for which we provide an account closing mechanism.
2.3 We may suspend YOUR right and license to use any or all
Services or terminate this Agreement in its entirety (and, accordingly,
cease providing all Services to YOU), for any reason or for
no reason, at our discretion at any time by providing YOU thirty
(30) days' advance notice in accordance with the notice provisions
set forth in Section 10 below.
2.4 We may suspend YOUR right and license to use the Service
or terminate this Agreement in its entirety (and, accordingly,
YOUR right to use the Service), for cause effective as set forth
below:
2.4.1 Immediately upon our notice to YOU in accordance with
the notice provisions set forth in Section 10 below if (i) YOU
violate any provision of the Acceptable Use Policy or we have
reason to believe that YOU have violated the Acceptable Use
Policy, (ii) there is an unusual spike or increase in YOUR use
of the Services for which there is reason to believe such traffic
or use is fraudulent or negatively impacting the operating capability
of the Service; (iii) we determine, in our sole discretion,
that our provision of any of the Services to YOU is prohibited
by applicable law, or has become impractical or unfeasible for
any legal or regulatory reason; or (iv) subject to applicable
law, upon YOUR liquidation, commencement of dissolution proceedings,
disposal of YOUR assets, failure to continue YOUR business,
assignment for the benefit of creditors, or if YOU become the
subject of a voluntary or involuntary bankruptcy or similar
proceeding.
2.4.2 Immediately and without notice if YOU are in default of
any payment obligation with respect to any of the Services or
if any payment mechanism YOU have provided to us is invalid
or charges are refused for such payment mechanism.
2.4.3 Five (5) days following our provision of notice to YOU
in accordance with the notice provisions set forth in Section
10 below if YOU breach any other provision of this Agreement
and fail, as determined by us, in our sole discretion, to cure
such breach within such 5-day period.
2.5 Effect of Suspension or Termination.
2.5.1 Upon our suspension of YOUR use of any Services, in whole
or in part, for any reason: (i) fees will continue to accrue
for any Services that are still in use by YOU, notwithstanding
the suspension; (ii) YOU remain liable for all fees, charges
and any other obligations YOU have incurred through the date
of suspension with respect to the Services; and (iii) all of
YOUR rights with respect to the Services shall be terminated
during the period of the suspension.
2.5.2 Upon termination of this Agreement for any reason: (i)
YOU remain liable for all fees, charges and any other obligations
YOU have incurred through the date of termination with respect
to the Services; and (ii) all of YOUR rights under this Agreement
shall immediately terminate.
2.6 In the event this Agreement expires or is cancelled or terminated
for any reason, Sections 6, 7, 8, 9, 10 and 11 and any applicable
definitions will survive any such expiration, cancellation or
termination.
2.7 Following the suspension or termination of YOUR right to
use the Services by us or by YOU for any reason other than a
termination for cause, YOU shall be entitled to take advantage
of any post-termination assistance we may generally elect to
make available with respect to the Services such as data retrieval
arrangements. We may also endeavor to provide YOU with unique
post-suspension or post-termination assistance, but we shall
be under no obligation to do so. YOUR right to take advantage
of any such assistance, whether generally made available with
respect to the Services or made available uniquely to YOU, shall
be conditioned upon YOUR acceptance of and compliance with any
fees and terms we specify for such assistance.
3.
Downtime and Service Suspensions; Security
3.1 In addition to our rights to terminate or suspend Services
to YOU as described in Section 2 above, YOU acknowledge that:
(i) YOUR access to and use of the Services may be suspended
for the duration of any unanticipated or unscheduled downtime
or unavailability of any portion or all of the Services for
any reason, including as a result of power outages, system failures
or other interruptions; and (ii) we shall also be entitled,
without any liability to YOU, to suspend access to any portion
or all of the Services at any time, on a Service-wide basis:
(a) for scheduled downtime to permit us to conduct maintenance
or make modifications to any Service; (b) in the event of a
denial of service attack or other attack on the Service or other
event that we determine, in our sole discretion, may create
a risk to the applicable Service, to YOU or to any of our other
customers if the Service were not suspended; or (c) in the event
that we determine that any Service is prohibited by applicable
law or we otherwise determine that it is necessary or prudent
to do so for legal or regulatory reasons (collectively, "Service
Suspensions"). Without limitation to Section 7, we shall
have no liability whatsoever for any damage, liabilities, losses
(including any loss of data or profits) or any other consequences
that YOU may incur as a result of any Service Suspension. To
the extent we are able, we will endeavor to provide YOU notice
of any Service Suspension in accordance with the notice provisions
set forth in Section 10 below and to post updates regarding
resumption of Services following any such suspension, but shall
have no liability for the manner in which we may do so or if
we fail to do so.
3.2 We strive to keep information YOU provide to us secure,
but cannot guarantee that we will be successful at doing so.
Accordingly, without limitation to Section 7 below, YOU acknowledge
that YOU bear sole responsibility for adequate security, protection
and backup of YOUR content including all audio recordings associated
with YOUR account. We strongly encourage YOU, where available
and appropriate, to use encryption technology to protect YOUR
content from unauthorized access and to routinely archive YOUR
content. We will have no liability to YOU for any unauthorized
access or use, corruption, deletion, destruction or loss of
any of YOUR content.
4. Fees
In its sole discretion,
SIGMA VOICE shall determine whether YOU are eligible for a free trial subscription
to its Services, which terms of the free trial are set forth
here. Free trials are limited to one per person, and if we find
that YOU have created multiple free trial accounts, we reserve
the right to suspend those accounts and take actions to prevent
additional violations.
4.1 In its sole discretion,
SIGMA VOICE shall determine whether YOU are eligible for a free trial subscription
to its Services, which terms of the free trial are set forth
here. Free trials are limited to one per person, and if we find
that YOU have created multiple free trial accounts, we reserve
the right to suspend those accounts and take actions to prevent
additional violations.
4.2 To the extent the Services or any portion thereof are made
available for any fee, YOU agree to pay all applicable fees
(including any minimum subscription fees) as set forth here.
YOU agree to pay any carrier costs, such as fees for porting
YOUR existing telephone numbers into or out of the Services.
We may increase or add new fees for any existing Service or
Service feature by giving YOU 30 days' advance notice. All fees
payable by YOU are exclusive of applicable taxes and duties,
including, without limitation, VAT and applicable sales tax.
YOU will provide such information to us as reasonably required
to determine whether we are obligated to collect VAT from YOU.
4.3 We may specify the manner in which YOU will pay any fees,
and any such payment shall be subject to our general accounts
receivable policies from time to time in effect. All amounts
payable by YOU under this Agreement will be made without setoff
or counterclaim and without deduction or withholding. If any
deduction or withholding is required by applicable law, YOU
shall notify us and shall pay such additional amounts to us
as necessary to ensure that the net amount that we receive,
after such deduction and withholding, equals the amount we would
have received if no such deduction or withholding had been required.
Additionally, YOU shall provide us with documentation that the
withholding and deducted amounts have been paid to the relevant
taxing authority.
4.4 Should YOU have any dispute as to fees associated with YOUR
account, please contact us at
info@sigmavoice.com within 90 days of the date of the activity that generated such
dispute, and we will attempt to resolve the matter. Any and
all refunds issued to resolve such a dispute shall be issued
as credits to YOUR account, but in no event shall there be any
cash refunds. Disputes older than 90 days shall not be entitled
to any refunds or credits.
5. Intellectual
Property
5.1 Other than the limited use and access rights and licenses
expressly set forth in this Agreement, we reserve all right,
title and interest (including all intellectual property and
proprietary rights) in and to: (i) the Services; (ii) the
SIGMA VOICE Properties; (iii) the
SIGMA VOICE Marks; and (iv) any other technology and software that we provide
or use to provide the Services and the
SIGMA VOICE Properties. YOU do not, by virtue of this Agreement or otherwise,
acquire any ownership interest or rights in the Services, the
SIGMA VOICE Properties, the
SIGMA VOICE Marks, or such other technology and software, except for the
limited use and access rights described in this Agreement.
5.2
SIGMA VOICE may, at its discretion, offer certain Software Development Kits,
tools, application samples, or documentation under an open source
license. Any such products will be marked with copyright details,
and those copyrights will apply to those and only those documents.
SIGMA VOICE reserves all rights to any documents, tools, services, technologies
and the like not designated with an open license.
5.3 Other than the rights and interests expressly set forth
in this Agreement and excluding any and all works derived from
SIGMA VOICE Properties, YOU reserve all right, title and interest (including
all intellectual property and proprietary rights) in and to:
(i) content and data YOU may send to us or use as part of YOUR
use of any Services ("YOUR Content"); and (ii) YOUR
Applications.
5.4 In the event YOU elect, in connection with any of the Services,
to communicate to us suggestions for improvements to the Services,
the
SIGMA VOICE Properties or the
SIGMA VOICE Marks (collectively, "Feedback"), we shall own all
right, title, and interest in and to the same, even if YOU have
designated the Feedback as confidential, and we shall be entitled
to use the Feedback without restriction. Furthermore, any other
content or information YOU post or provide to SIGMA VOICE via
comments, forums, emails and the like (collectively, “Communications”)
shall be considered the property of
SIGMA VOICE . YOU hereby irrevocably assign all right, title and interest
in and to the Feedback and Communications to us and agree to
provide us such assistance as we may require to document, perfect,
and maintain our rights to the Feedback and Communications.
5.5 During and after the Term of the Agreement, with respect
to any of the Services that YOU elect to use, YOU will not assert,
nor will YOU authorize, assist, or encourage any third party
to assert, against us or any of our customers, end users, vendors,
business partners (including third party sellers on websites
operated by or on behalf of us), sub-licensees or transferees,
any patent infringement or other intellectual property infringement
claim with respect to such Services.
5.6
SIGMA VOICE respects the intellectual property of others, and we ask our
users to do the same. If YOU believe that YOUR work has been
copied in a way that constitutes copyright infringement, or
that YOUR intellectual property rights have been otherwise violated,
YOU should notify
SIGMA VOICE of YOUR infringement claim in accordance with the procedure
set forth below.
SIGMA VOICE will promptly process and investigate notices of alleged infringement
and will take appropriate actions under the Digital Millennium
Copyright Act (“DMCA”) and other applicable intellectual
property laws with respect to any alleged or actual infringement.
A notification of claimed copyright infringement should be emailed
to
SIGMA VOICE ’s Copyright Agent at
info@sigmavoice.com for (Subject line: “DMCA Takedown Request”).
To be effective, the notification must be in writing and contain
the following information:
* an electronic or physical signature of the person authorized
to act on behalf of the owner of the copyright or other intellectual
property interest;
* a description of the copyrighted work or other intellectual
property that YOU claim has been infringed;
* a description of where the material that YOU claim is infringing
is located on the Site, with enough detail that we may find
it on the Site;
* YOUR address, telephone number, and email address;
* a statement by YOU that YOU have a good faith belief that
the disputed use is not authorized by the copyright or intellectual
property owner, its agent, or the law;
* a statement by YOU, made under penalty of perjury, that the
above information in YOUR Notice is accurate and that YOU are
the copyright or intellectual property owner or authorized to
act on the copyright or intellectual property owner‘s
behalf.
6 . Representations and Warranties;
Disclaimers; Limitations of Liability
6.1 YOU represent and warrant that YOU will not use the Website
(including our forums and comments sections), Services, SIGMA VOICE Properties,
SIGMA VOICE Marks, YOUR Application or YOUR Content in a manner that violates
the Acceptable Use Policy. To this effect, we ask that YOU take
reasonable precautions to promote best practices. Although
SIGMA VOICE does not assume the duty or obligation to monitor any materials
created, posted or uploaded by YOU or any third parties,
SIGMA VOICE reserves the right, in its sole and absolute discretion, to
monitor any and all materials posted or uploaded by YOU or any
third parties at any time without prior notice to ensure that
they conform to any usage guidelines or policies (including
our Acceptable Use Policy) relating to our Website or Services.
6.2 YOU also acknowledge and understand that we do NOT currently
allow YOU to access any 911 or similar emergency services (no
traditional 911, E911, or similar access to emergency services).
The Services are not intended to replace any primary phone service,
such as a traditional landline or mobile phone, that may be
used to contact emergency services.
6.3 YOU represent and warrant: (i) that YOU are solely responsible
for the development, operation, and maintenance of YOUR Application
and for YOUR Content, including without limitation, the accuracy,
appropriateness and completeness of YOUR Content and all product-related
materials and descriptions; (ii) that YOU have the necessary
rights and licenses, consents, permissions, waivers and releases
to use and display YOUR Application and YOUR Content; (iii)
that neither YOUR Application nor YOUR Content (a) violates,
misappropriates or infringes any rights of us or any third party,
(b) constitutes defamation, invasion of privacy or publicity,
or otherwise violates any rights of any third party, or (c)
is designed for use in any illegal activity or promotes illegal
activities, including, without limitation, in a manner that
might be libelous or defamatory or otherwise malicious, illegal
or harmful to any person or entity, or discriminatory based
on race, sex, religion, nationality, disability, sexual orientation,
or age; (iv) that neither YOUR Application nor YOUR Content
contains any harmful components; and (v) to the extent to which
YOU use any of the
SIGMA VOICE Marks, that YOU will conduct YOUR business in a professional
manner and in a way that reflects favorably on the goodwill
and reputation of
SIGMA VOICE . YOU also represent and warrant that YOU are responsible for
any charges incurred by virtue of YOUR use of the Application,
no matter whether the Application acted in error.
6.4 YOU further agree that YOU understand that YOU may use any
phone number (including any previously-provisioned direct inward
toll-free numbers or vanity numbers) assigned or ported in to
YOUR account and
SIGMA VOICE shall not interfere with YOUR right to port that number away
so long as YOUR account is in good standing and that YOU provide
appropriate supporting documentation in accordance with common
industry standards for porting such number away from
SIGMA VOICE ; provided, however, that if YOUR account has closed, suspended
or lapsed for any other reason (including termination of this
Agreement) and YOU have not reactivated YOUR account or rectified
such status within sixty (60) days after the earliest to occur
of such event, then at the end of such sixty (60)-day period
SIGMA VOICE will immediately assume ownership of any phone numbers
and reserves the right to give any of those numbers to other
customers, and YOUR portability rights will be lost. During
such sixty (60)-day period, YOU shall retain the exclusive right
to port phone numbers associated with YOUR account away from
SIGMA VOICE .
6.5 YOU represent and warrant that YOU have read and understood
the Acceptable Use Policy, Privacy Policy and General Terms
and Conditions, and YOU agree to abide by their terms, where
applicable, including as incorporated by reference herein. YOU
further agree to abide by all applicable local, state, national,
foreign and international laws and regulations and that YOU
will be solely responsible for all acts or omissions that occur
under YOUR account or password, including the content of YOUR
transmissions through the Service. By way of example, and not
as a limitation, YOU agree not to violate any provisions of
the Acceptable Use Policy.
6.6 YOU represent and warrant that without
SIGMA VOICE ’s express written consent YOU will not use, and will
not authorize any third party to use, any Public Software (as
defined below) in connection with the Services in any manner
that requires, pursuant to the license applicable to such Public
Software, that any
SIGMA VOICE Properties or Services be (a) disclosed or distributed in source
code form, (b) made available free of charge to recipients,
or (c) modifiable without restriction by recipients. With respect
to any Feedback or Communications, YOU represent and warrant
that such Feedback and Communications, in whole or in part,
contributed by or through YOU, (i) is legally distributable
by YOU, either because YOU own the copyright or because YOU
have fully complied with any copyright terms associated with
the software or content, (ii) contains no third party software
or any software that may be considered Public Software and (iii)
does not violate, misappropriate or infringe any intellectual
property rights of any third party. "Public Software"
means any software, documentation or other material that contains,
or is derived (in whole or in part) from, any software, documentation
or other material that is distributed as free software, open
source software (e.g., Linux) or similar licensing or distribution
models, including, but not limited to software, documentation
or other material licensed or distributed under any of the following
licenses or distribution models, or licenses or distribution
models similar to any of the following: (i) GNU's General Public
License (GPL), Lesser/Library GPL (LGPL), or Free Documentation
License, (ii) The Artistic License (e.g., PERL), (iii) the Mozilla
Public License, (iv) the Netscape Public License, (v) the Sun
Community Source License (SCSL), (vi) the Sun Industry Standards
License (SISL), (vii) the BSD License and (viii) the Apache
License.
6.7 YOU represent and warrant that: (i) the information YOU
provide in connection with YOUR registration for the Services
is accurate and complete; (ii) YOU are duly authorized to do
business in the jurisdiction where YOU operate; and (iii) YOU
are an authorized representative of YOUR entity duly authorized
to access the Services and to legally bind YOU to this Agreement
and all transactions conducted under YOUR account.
6.8
SIGMA VOICE PROPERTIES, THE
SIGMA VOICE MARKS, THE SERVICES AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS,
CONTENT, IMAGES, MATERIALS AND OTHER DATA OR INFORMATION PROVIDED
BY US OR OUR LICENSORS IN CONNECTION THEREWITH (COLLECTIVELY
THE "SERVICE OFFERINGS") ARE PROVIDED "AS IS."
WE AND OUR LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF
ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH
RESPECT TO THE
SIGMA VOICE PROPERTIES, THE
SIGMA VOICE MARKS, THE SERVICES OR THE PROMOTIONAL CREDITS. EXCEPT TO THE
EXTENT PROHIBITED BY APPLICABLE LAW, WE AND OUR LICENSORS DISCLAIM
ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES
OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR
PURPOSE, NON-INFRINGEMENT, TITLE, QUIET ENJOYMENT, AND ANY WARRANTIES
ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. WE AND
OUR LICENSORS DO NOT WARRANT THAT THE SERVICES OR WEBSITE WILL
FUNCTION AS DESCRIBED, WILL BE UNINTERRUPTED OR ERROR FREE,
OR FREE OF HARMFUL COMPONENTS, OR THAT THE DATA YOU STORE WITHIN
THE SERVICES WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED.
WE AND OUR LICENSORS SHALL NOT BE RESPONSIBLE FOR ANY SERVICE
OR WEBSITE INTERRUPTIONS, INCLUDING, WITHOUT LIMITATION, POWER
OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS. NO ADVICE OR
INFORMATION OBTAINED BY YOU FROM US OR FROM ANY THIRD PARTY
OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY
STATED IN THIS AGREEMENT.
6.9 In addition to the foregoing, we specifically disclaim all
liability, and YOU shall be solely responsible for the development,
operation, and maintenance of YOUR Application and for all materials
that appear on or within YOUR Application and YOUR Content and
YOU agree that YOU shall, without limitation, be solely responsible
for:
6.9.1 the technical operation of YOUR Application and all related
equipment;
6.9.2 the accuracy and appropriateness of any materials posted
on or within YOUR Application or YOUR Content (including, among
other things, any product-related materials);
6.9.3 ensuring that any materials posted on YOUR site or within
YOUR Application do not violate our Acceptable Use Policy, are
not illegal and do not promote illegal activities, including
without limitation any activities that might be libelous or
defamatory or otherwise malicious, illegal or harmful to any
person or entity, or discriminatory based on race, sex, religion,
nationality, disability, sexual orientation, or age;
6.9.4 ensuring that YOUR Application accurately and adequately
discloses, either through a privacy policy or otherwise, how
YOU collect, use, store, and disclose data collected from visitors,
including, where applicable, that third parties (including advertisers)
may serve content and/or advertisements and collect information
directly from visitors and may place or recognize cookies on
visitors' browsers; and
6.9.5 any of YOUR users' or customers' claims relating to YOUR
Application or YOUR Content or any Services utilized in connection
with YOUR Application.
6.10 NEITHER WE NOR ANY OF OUR LICENSORS SHALL BE LIABLE TO
YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE,
CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED
TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER
LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES) IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT
LIMITATION, ANY SUCH DAMAGES RESULTING FROM: (i) THE USE OR
THE INABILITY TO USE
SIGMA VOICE PROPERTIES, THE SIGMA VOICE MARKS, THE SERVICES OR PROMOTIONAL
CREDITS; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND
SERVICES; OR (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR
CONTENT. IN ANY CASE, OUR AGGREGATE LIABILITY UNDER THIS AGREEMENT
SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU TO US HEREUNDER
FOR THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION
OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY
FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OR
ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO
YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
6.11 THE SERVICES DO NOT AND ARE NOT INTENDED TO SUPPORT OR
CARRY EMERGENCY CALLS TO ANY EMERGENCY SERVICES. “EMERGENCY
SERVICES SHALL MEAN SERVICES THAT ALLOW A USER TO CONNECT WITH
EMERGENCY SERVICES PERSONNEL OR PUBLIC SAFETY ANSWERING POINTS
SUCH AS 911 OR E911 SERVICES.” NEITHER SIGMA VOICE NOR
ITS OFFICERS, EMPLOYEES OR AFFILIATES MAY BE HELD LIABLE WHETHER
IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER
FORM OF LIABILITY FOR ANY CLAIM, DAMAGE, OR LOSS (AND YOU HEREBY
WAIVE ANY AND ALL SUCH CLAIMS OR CAUSES OF ACTION), ARISING
FROM OR RELATING TO YOUR INABILITY TO USE
SIGMA VOICE OR ITS SERVICES TO CONTACT ANY EMERGENCY SERVICES, OR YOUR FAILURE
TO MAKE ADDITIONAL ARRANGEMENTS TO ACCESS EMERGENCY SERVICES.
6.12 Third Party Materials: Certain content, products, and services
available via the
SIGMA VOICE website (or links contained therein) may include materials,
software, plug-ins, applications and other resources from third
parties and access to third party websites (collectively “Third
Party Materials”). YOU acknowledge and agree that
SIGMA VOICE is not responsible for examining or evaluating the content or
accuracy of any such Third Party Materials and that
SIGMA VOICE does not warrant or endorse and does not assume (and will not
have) any liability or responsibility for any Third Party Materials
or any damage or loss resulting therefrom. The availability
of Third Party Materials is provided solely as a convenience
to YOU. YOU agree that YOU must evaluate, and bear all risks
associated with, the use of any Third Party Materials, including
any reliance on the accuracy, completeness, or usefulness thereof.
Please also remember that all use of the
SIGMA VOICE website and service is subject to the
SIGMA VOICE Terms of Service.
7. Indemnification
7.1 YOU agree to indemnify, defend and hold us, our affiliates
and licensors, each of our and their business partners (including
third party sellers on websites operated by or on behalf of
us) and each of our and their respective employees, officers,
directors and representatives, harmless from and against any
and all claims, losses, damages, liabilities, judgments, penalties,
fines, costs and expenses (including reasonable attorneys fees),
arising out of or in connection with any claim arising out of
(i) YOUR use of the Services,
SIGMA VOICE Properties and/or
SIGMA VOICE Marks in a manner not authorized by this Agreement, and/or in
violation of the applicable restrictions, the Acceptable Use
Policy, and/or applicable law, (ii) YOUR Application, YOUR Content,
or the combination of either with other applications, content
or processes, including but not limited to any claim involving
infringement or misappropriation of third-party rights and/or
the use, development, design, manufacture, production, advertising,
promotion and/or marketing of YOUR Application and/or YOUR Content,
(iii) YOUR violation of any term or condition of this Agreement,
the Acceptable Use Policy or any applicable additional policies,
including without limitation, YOUR representations and warranties,
or (iv) YOU or YOUR employees' or personnel's negligence or
willful misconduct.
7.2 We agree to promptly notify YOU of any claim subject to
indemnification; provided that our failure to promptly notify
YOU shall not affect YOUR obligations hereunder except to the
extent that our failure to promptly notify YOU delays or prejudices
YOUR ability to defend the claim. At our option, YOU will have
the right to defend against any such claim with counsel of YOUR
own choosing (subject to our written consent) and to settle
such claim as YOU deem appropriate, provided that YOU shall
not enter into any settlement without our prior written consent
and provided that we may, at any time, elect to take over control
of the defense and settlement of the claim.
8.
Disputes
8.1 Notwithstanding anything to the contrary, we may seek injunctive
or other relief in any state, federal, or national court of
competent jurisdiction for any actual or alleged infringement
of
SIGMA VOICE ’s or any third party's intellectual property rights and/or
proprietary rights. Any dispute hereunder shall be adjudicated
in any state or federal court in San Diego, California, and
YOU consent to exclusive jurisdiction and venue in such courts.
YOU further acknowledge that our rights in the
SIGMA VOICE Services,
SIGMA VOICE Properties and the
SIGMA VOICE Marks are of a special, unique, extraordinary character, giving
them peculiar value, the loss of which cannot be readily estimated
and may not be adequately compensated for in monetary damages.
8.2 By using the Services, YOU agree that the laws of the State
of California, without regard to principles of conflicts of
laws, will govern this Agreement and any dispute of any sort
that might arise between YOU and us.
9.
Notices
9.1 Notices made by us under this Agreement for YOU or YOUR
account specifically (e.g., notices of breach and/or suspension)
will be provided to YOU via a notification message displayed
on YOUR account page or via the email address provided to us
in YOUR registration for the Services or in any updated email
address YOU provide to us in accordance with standard account
information update procedures we may provide from time to time.
It is YOUR responsibility to keep YOUR email address current
and YOU will be deemed to have received any email sent to any
such email address, upon our sending of the email, whether or
not YOU actually receive the email.
9.2 For notices made by YOU to us under this Agreement and for
questions regarding this Agreement or the Services, YOU may
contact
SIGMA VOICE as follows:
US Postal Mail:
SIGMA VOICE
Cornerstone Corporate Center
1902 Wright Place, Suite 200
Carlsbad, CA 92008
Email:
info@sigmavoice.com
10. Miscellaneous Provisions
10.1 Responsibility. If YOU authorize, assist, encourage or
facilitate another person or entity to take any action related
to the subject matter of this Agreement, YOU shall be deemed
to have taken the action YOURself.
10.2 Severability. If any portion of this Agreement is held
by a court of competent jurisdiction to be invalid or unenforceable,
the remaining portions of this Agreement will remain in full
force and effect, and any invalid or unenforceable portions
shall be construed in a manner that most closely reflects the
effect and intent of the original language. If such construction
is not possible, the provision will be severed from this Agreement,
and the rest of the Agreement shall remain in full force and
effect.
10.3 Waivers. The failure by us to enforce any provision of
this Agreement shall in no way be construed to be a present
or future waiver of such provision nor in any way affect our
right to enforce such provision thereafter. All waivers by us
must be in writing to be effective.
10.4 Successors and Assigns. This Agreement will be binding
upon, and inure to the benefit of the parties and their respective
successors and assigns.
10.5 Entire Agreement. This Agreement incorporates by reference
all policies and guidelines posted on the
SIGMA VOICE Website and as may be modified thereafter (including the Acceptable
Use Policy, the General Terms and Conditions and the Privacy
Policy) and constitutes the entire agreement between YOU and
us regarding the subject matter hereof and supersedes any and
all prior or contemporaneous representation, understanding,
agreement, or communication between YOU and us, whether written
or oral, regarding such subject matter.
10.6 No Endorsement. YOU understand and acknowledge that we
are not certifying nor endorsing, and have no obligation to
certify or endorse, any of YOUR Applications or YOUR Content.
|
|
|
Careers
Testimonials
Partner
Home
Services
Support
About
Contact