VOCINATE TERMS OF USE

Vocinate Services

Vocinate creates voice-centric artificial intelligence technologies that enable people to easily order by voice from their favorite restaurants and other businesses.

These Terms of Use govern your use of the mobile, online, and voice ordering functionalities (enabling you to interact with Vocinate Services using the microphone on your phone, smart speaker, virtual assistant or other third party device), applications, platforms, skills, websites, and services (“Vocinate Services”) developed, owned and/or operated by Vocinate, Inc. and its affiliates (hereinafter “Vocinate”).

These Terms of Use apply to all users of the Vocinate Services, including users who may be also contributors of video content, voice content, information, and other materials or services. Vocinate Services may contain links to third party websites or applications, or may be made available through third party devices, that are not owned or controlled by Vocinate. Vocinate has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites, applications or devices. In addition, Vocinate will not and cannot censor or edit the content of any third-party site, application or device. By using Vocinate Services, you expressly relieve Vocinate from any and all liability arising from your use of any third-party website, application or device. Accordingly, we encourage you to be aware when you leave Vocinate Services, to read the terms and conditions and privacy policy of each other website, application and device that you visit.

Acceptance of Terms of Use

If you do not agree to these Terms of Use, you should not use Vocinate Services. These Terms of Use are an ongoing contract between you and Vocinate and apply to your use of Vocinate Services. These Terms of Use affect your rights and you should read them carefully.

Changes to Terms of Use

Vocinate reserves the right, from time to time, with or without notice to you, to change these Terms of Use (other than the arbitration provision) in our sole and absolute discretion. The most current version of these Terms of Use can be reviewed by clicking on the “Terms of Use” located at the bottom of the page https://vocinate.com and other locations. The most current version of the Terms of Use will supersede all previous versions.

Privacy and Personal Information

Vocinate is committed to protecting the privacy of the personal information you provide us via Vocinate Services. Any information submitted via Vocinate Services is subject to our Privacy Policy, the terms of which are incorporated herein. Please review our Privacy Policy to understand our practices. The date of any changes to our Privacy Policy will be noted in the body of the Privacy Policy.

Your Account

If you use Vocinate Services, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, smartphone or tablet, and you agree to accept responsibility for all activities that occur under your account or password. Vocinate Services sell products to adults, who can purchase with a credit card. If you are under 18, you may use the Vocinate Services only with involvement of a parent or guardian. Vocinate and its affiliates reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders in their sole discretion.

Vocinate Services Access

  1. Vocinate hereby grants you permission to use Vocinate Services as set forth in this Terms of Use, provided that: (i) your use of the Vocinate Services as permitted are solely for your personal, noncommercial use; (ii) you will not copy or distribute any part of the Vocinate Services in any medium without Vocinate’s prior written authorization; (iii) you will not alter or modify any part of the Vocinate Services other than as may be reasonably necessary to use them for their intended purpose; and (iv) you will otherwise comply with the terms and conditions of these Terms of Use.
  2. In order to access most features of Vocinate Services, you will need to create an account. You may never use another’s account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify Vocinate immediately of any breach of security or unauthorized use of your account. Although Vocinate will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of Vocinate or others due to such unauthorized use.
  3. You agree not to use or launch any automated system, including without limitation, “robots,” “spiders,” “offline readers,” etc., that accesses Vocinate in a manner that sends more request messages to the Vocinate servers in a given period of time than a human could reasonably produce in the same period by using a conventional on-line web browser. Notwithstanding the foregoing, Vocinate grants the operators of public search engines permission to use spiders to copy materials for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials. Vocinate reserves the right to revoke these exceptions either generally or in specific cases. You agree not to collect or harvest any personally identifiable information, including account names, from Vocinate Services, nor to use the communication systems provided for any commercial solicitation purposes. You agree not to solicit, for commercial purposes, any users of Vocinate Services, be they consumer or business.

 

Intellectual Property Rights

The content embodied within Vocinate Services, except all User Submissions (as defined below), including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like (“Content”) and the trademarks, service marks and logos contained therein (“Marks”), are owned by or licensed to Vocinate, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Content on the Vocinate Services is provided to you AS IS for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Vocinate reserves all rights not expressly granted in and to the Vocinate Services and the Content. You agree to not engage in the use, copying, or distribution of any of the Content other than expressly permitted herein, including any use, copying, or distribution of User Submissions of third parties obtained through the Vocinate Servies for any commercial purposes. If you download or print a copy of the Content for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security related features of the Vocinate Services or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Vocinate Services or the Content therein.

User Submissions

  1. The Vocinate Services may now or in the future permit the submission of photos, audio files, text, videos or other communications submitted by you and other users (“User Submissions”) and the hosting, sharing, and/or publishing of such User Submissions. You understand that whether or not such User Submissions are published, Vocinate does not guarantee any confidentiality with respect to any submissions. You agree that Vocinate may publish your name and User Submission within the Vocinate or in other press releases or media items.
  2. You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. In connection with User Submissions, you affirm, represent, and/or warrant that: (i) you own or have the necessary licenses, rights, consents, and permissions to use and authorize Vocinate to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Submissions to enable inclusion and use of the User Submissions in the manner contemplated by Vocinate Services and these Terms of Use; and (ii) you have the written consent, release, and/or permission of each and every identifiable individual person in the User Submission to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the User Submissions in the manner contemplated by Vocinate Services and these Terms of Use. By submitting the User Submissions to Vocinate, you hereby grant Vocinate a perpetual worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Submissions in connection with the Vocinate Services and Vocinate’s (and its successor’s) business, including without limitation for promoting and redistributing part or all of the Vocinate Services (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each recipient of any User Submission a non-exclusive license to access your User Submissions through the Vocinate Services, and to use, reproduce, distribute, prepare derivative works of, display and perform such User Submissions as permitted through the functionality of the Vocinate Services and under these Terms of Use.
  3. In connection with User Submissions, you further agree that you will not: (i) submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant Vocinate all of the license rights granted herein; (ii) publish falsehoods or misrepresentations that could damage Vocinate or any third party; (iii) submit material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate; (iv) post advertisements or solicitations of business: (v) impersonate another person. Vocinate does not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and Vocinate expressly disclaims any and all liability in connection with User Submissions. Vocinate does not permit copyright infringing activities and infringement of intellectual property rights via Vocinate Services, and Vocinate will block and remove all Content and User Submissions if properly notified that such Content or User Submission infringes on another’s intellectual property rights. Vocinate reserves the right to remove Content and User Submissions without prior notice. Vocinate will also terminate a User’s access to Vocinate Services, if they are determined to be a repeat infringer. A repeat infringer is a User who has been notified of infringing activity more than once and/or has had a User Submission removed from Vocinate Services. Vocinate also reserves the right to decide whether Content or a User Submission is appropriate and complies with these Terms of Use for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to, pornography, obscene or defamatory material, or excessive length. Vocinate may remove such User Submissions and/or terminate a User’s access for uploading such material in violation of these Terms of Use at any time, without prior notice and at its sole discretion. In addition, you agree that you will not email any of your User Submissions or links to your User Submissions to individuals with whom you are not acquainted (i.e., spam).
  4. You understand that when using the Vocinate Services, you may be exposed to User Submissions from a variety of sources, and that Vocinate is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions. You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Vocinate with respect thereto, and agree to indemnify and hold Vocinate, its Owners/Operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the site.
  5. If you are a copyright owner or an agent thereof and believe that any User Submission or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
    • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
    • Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
    • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
    • Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
    • A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
    • A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Vocinate designated recipient for notifications of claimed infringement is reachable via dmca@vocinate.com. For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to Vocinate customer service. You acknowledge that if you fail to comply with all of the requirements of this Section 5(D), your DMCA notice may not be valid.

 

Warranty Disclaimer

YOU AGREE THAT YOUR USE OF VOCINATE SERVICES SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, VOCINATE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND YOUR USE THEREOF. VOCINATE MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE VOCINATE SERVICES’ CONTENT OR THE CONTENT OF ANY AFFILIATED OR LINKED SITES OR AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF VOCINATE SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM VOCINATE SERVICES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH VOCINATE SERVICES BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE VOCINATE SERVICES. VOCINATE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE VOCINATE SERVICES OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND VOCINATE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

Limitation of Liability

IN NO EVENT SHALL VOCINATE, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF VOCINATE SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM VOCINATE SERVICES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH VOCINATE SERVICES BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA VOCINATE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

YOU SPECIFICALLY ACKNOWLEDGE THAT VOCINATE SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

The Vocinate Services are controlled and offered by Vocinate, Inc. from its operations in the United States of America. Vocinate makes no representations that the Vocinate Services are appropriate or available for use in other locations. Those who access or use the Vocinate Services from other jurisdictions do so at their own volition and are responsible for compliance with local law.

Indemnity

You agree to defend, indemnify and hold harmless Vocinate, Inc., its parent corporations, affiliates officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to Vocinate Services; (ii) your violation of any term of these Terms of Use; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that one of your User Submissions caused damage to a third party. This defense and indemnification obligation will survive these Terms of Use and your use of Vocinate Services.

Ability to accept Terms of Service

You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Use, and to abide by and comply with these Terms of Use. In any case, you affirm that you are over the age of 13, as Vocinate Services are not intended for children under 13. If you are under 13 years of age, then please do not use Vocinate Services.

Assignment

These Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Vocinate, Inc. without restriction.

Vocinate Intellectual Property

Vocinate Services contain many valuable trademarks owned and used by Vocinate, Inc., and its subsidiaries and affiliates throughout the world. These trademarks are used to distinguish Vocinate’s quality products and services. These trademarks and related proprietary property are protected from reproduction and simulation under national and international laws and are not to be copied without the express written permission of Vocinate, Inc.

The text, graphics and html code contained within Vocinate Services are the exclusive property of Vocinate, Inc. Except where otherwise noted, the text, graphics and html code contained here may not be copied, distributed, displayed, reproduced or transmitted in any form or by any means without the prior written permission of Vocinate, Inc.

Vocinate Services may link to sites not maintained by or related to Vocinate. Hyper-text links are provided as a service to users and are not sponsored by or affiliated with Vocinate Services or Vocinate, Inc. Vocinate has not reviewed the sites hyper-linked to or from Vocinate Services and is not responsible for the content of any other site. These links are to be accessed at the user’s own risk. Vocinate makes no representations or warranties about the content, completeness, or accuracy of these links or the sites hyper-linked to Vocinate Services. Furthermore, Vocinate does not implicitly endorse third-party sites hyper-linked to Vocinate Services.

Notifications and SMS

  1. The Vocinate Services utilize SMS or Email to efficiently send you information you need to improve your experience. Examples include links to restaurant menus, links to quickly update your account preferences and confirmations that your orders have been successfully received and processed.
  2. By setting SMS as your preferred communication channel, you consent to receiving text message notifications and occasional offers from us, our affiliates and our partners. You can unsubscribe at any time from all services by replying STOP. In such cases, your email address will automatically be treated as your preferred communication channel.
  3. Your carrier’s standard messaging rates apply to messages sent by you to Vocinate and/or messages and notifications sent to you by Vocinate. Vocinate does not charge for any content however downloadable content may incur additional charges from your cell phone provider. Please contact your wireless carrier for information about your messaging plan. Your carrier may impose message or charge limitations on your account that are beyond our control. All charges are billed by and payable to your mobile service provider
  4. You represent that you are the owner or authorized user of the wireless device and that you are authorized to approve the applicable charges.
  5. We will not be liable for any delays or failures in your receipt of any SMS messages as delivery is subject to effective transmission from your network operator and processing by your mobile device. SMS message services are provided on an AS IS, AS AVAILABLE basis.
  6. Data obtained from you in connection with this SMS service may include your cell phone number, your carrier’s name, and the date, time and content of your messages and other information that you may provide. We may use this information to contact you and to provide the services you request from us, and to otherwise operate, develop and improve the service. Your wireless carrier and other service providers may also collect data about your SMS usage, and their practices are governed by their own policies. We will only use information you provide to the service to transmit your text message or as otherwise described in this document. Nonetheless, we reserve the right at all times to disclose any information as necessary to satisfy any law, regulation or governmental request, to avoid liability, or to protect our rights or property. When you complete forms online or otherwise provide us information in connection with the service, you agree to provide accurate, complete, and true information.
  7. The service and the content and materials received through the service are proprietary to us, or our licensors, and is for your personal, non-commercial use only. You shall not damage, impair, interfere with or disrupt the service or its functionality.
  8. SMS service is available only in the United States.
  9. We reserve the right to alter charges and/or these terms and conditions from time to time. We may suspend or terminate the service to you if we believe you are in breach of our terms and conditions. Your service is also subject to termination in the event that your wireless service terminates or lapses. We may discontinue the service at any time.

 

Arbitration

BECAUSE OF THE MUTUAL BENEFITS (SUCH AS REDUCED EXPENSE AND INCREASED EFFICIENCY) WHICH PRIVATE BINDING ARBITRATION CAN PROVIDE, BOTH YOU AND VOCINATE, INC. AGREE THAT ANY CLAIM, DISPUTE, AND/OR CONTROVERSY ARISING OUT OF OR RELATING IN ANY WAY TO YOUR USE OF VOCINATE SERVICES, ANY PRODUCTS SOLD BY VOCINATE THROUGH VOCINATE SERVICES, THESE TERMS OF USE, OR THE SCOPE OR VALIDITY OF THIS ARBITRATION AGREEMENT SHALL BE SUBMITTED TO AND RESOLVED EXCLUSIVELY BY BINDING ARBITRATION, RATHER THAN IN COURT, EXCEPT THAT YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT IF YOUR CLAIMS QUALIFY. ALL MATTERS RELATING TO ARBITRATION WILL BE GOVERNED BY THE FEDERAL ARBITRATION ACT, 9 U.S.C. SECTIONS 116, AND NOT BY ANY STATE ARBITRATION LAW. 

Any arbitration pursuant to the Privacy Policy or Terms of Use shall be initiated with and conducted by the American Arbitration Association (AAA) in accordance with the AAA’s Consumer Arbitration Rules and Supplementary Procedures for Consumer-Related Disputes, both of which may be obtained at http://www.adr.org or by calling (800) 778‐7879. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in Travis County, Texas. Nothing herein shall prevent Vocinate or you from obtaining a temporary restraining order or preliminary injunctive relief to preserve the status quo or to prevent any irreparable harm pending the arbitration of the underlying claim, dispute, and/or controversy.

The arbitration proceedings shall be conducted by a single arbitrator. In addition to any requirements imposed by law, the arbitrator shall be a retired state or federal court judge, or a licensed attorney with arbitration experience and at least ten years’ experience as a lawyer, and shall be subject to disqualification on the same grounds as would apply to a judge of a court in the relevant jurisdiction. The arbitrator shall follow controlling law and issue a decision in writing within 45 days of the arbitration hearing with a supporting opinion based on applicable law. The decision of the arbitrator (the “Decision”) shall be final, binding, and conclusive on the parties and may be entered in any court of competent jurisdiction; provided, however, that You and Vocinate agree that the Decision may be appealed pursuant to the AAA’s Optional Appellate Arbitration Rules (“Appellate Rules”), which may be obtained at http://www.adr.org or by calling (800)778‐7879. The Decision shall not be considered final until after the time for filing the notice of appeal pursuant to the Appellate Rules has expired. Appeals must be initiated within thirty (30) days of receipt of the Decision, as defined by Rule A-3 of the Appellate Rules, by filing a Notice of Appeal with any AAA office. The single appellate arbitrator, who shall be chosen in the same manner described above, shall review the Decision applying the same standard(s) of review applicable in civil cases in the relevant jurisdiction and shall issue a reasoned award. The appellate arbitrator’s decision shall be final, binding and conclusive on the parties, and may be entered in any court of competent jurisdiction. At either party’s election, such decision and supporting opinion may be appealed to another arbitrator (“appellate arbitrator”), who shall be chosen in the same manner as described above. The appellate arbitrator shall apply to the underlying decision and opinion the same standard for review of civil cases as an appellate court in the relevant jurisdiction and issue a decision in writing with a supporting opinion based on such review and applicable law. The appellate arbitrator’s decision shall be final, binding and conclusive on the parties and may be entered in any court of competent jurisdiction.

WE EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS, AND NOT ON A CLASS-WIDE, COLLECTIVE, MULTIPLEPARTY, OR PRIVATE ATTORNEY GENERAL BASIS. WE ALSO AGREE THAT ANY ARBITRATION PROCEEDING BETWEEN US MAY NOT BE CONSOLIDATED WITH ANY OTHER ARBITRATION BETWEEN VOCINATE AND ANY OTHER PERSON. YOU AND VOCINATE BOTH UNDERSTAND THAT BY AGREEING TO THIS BINDING ARBITRATION PROVISION, BOTH ARE GIVING UP THEIR RIGHT TO TRIAL BY JURY OF ANY INDIVIDUAL, CLASS-WIDE, COLLECTIVE, MULTIPLEPARTY, PRIVATE ATTORNEY GENERAL, OR OTHER CLAIM EITHER MAY HAVE AGAINST THE OTHER, EXCEPT AS EXPRESSLY PROVIDED HEREIN. 

Should any term or provision or portion of this arbitration agreement be declared void or unenforceable or deemed in contravention of law, it shall be severed and/or modified and the remainder of this agreement shall be enforceable; provided, however, that if the provision above prohibiting class-wide, collective action, consolidated, or other group arbitration is deemed invalid, then this entire arbitration provision shall be null and void and shall not apply to that dispute, which shall be resolved in a judicial proceeding in Travis County, Texas.

General

You agree that: (i) Vocinate Services shall be deemed solely based in Texas; and (ii) the Vocinate Services shall be deemed passive Vocinate Services that do not give rise to personal jurisdiction over Vocinate, either specific or general, in jurisdictions other than Texas. These Terms of Use shall be governed by the internal substantive laws of the State of Texas, without respect to its conflict of laws principles. These Terms of Use, together with the Privacy Policy and any other legal notices published by Vocinate, shall constitute the entire agreement between you and Vocinate concerning the Vocinate Services. If any provision of these Terms of Use is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect. No waiver of any term of this these Terms of Use shall be deemed a further or continuing waiver of such term or any other term, and the failure by Vocinate to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision. Vocinate reserves the right to amend these Terms of Use (other than the arbitration provision) at any time and without notice, and it is your responsibility to review these Terms of Use for any changes. YOU AND VOCINATE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE VOCINATE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

These Terms of Use were updated as of December 28, 2017