Version 1.0 — Nov 17th, 2023

For the purposes of these Terms and Conditions:

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• Affiliate means an entity that controls, is controlled by or is under common control with a party, where "control" means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.
• Company (referred to as either "the Company", "We", "Us" or "Our" in this Agreement) refers to Rillavoice, 111 Madison Ave, 2nd Floor, New York, NY.
• Service(s) refers to the Application or the Website or both.
• Terms and Conditions (also referred as "Terms") mean these Terms and Conditions that form the entire agreement between You and the Company regarding the use of the Service.
• You means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.

Acknowledgment

These are the Terms and Conditions governing the use of this Service and the agreement that operates between You and the Company. These Terms and Conditions set out the rights and obligations of all users regarding the use of the Service.

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Your purchase of, access to, and use of the Service is conditioned on Your acceptance of and

compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, users and others who access or use the Service.

‍

By purchasing, using, or accessing or using the Service You agree to be bound by these Terms and Conditions. If You disagree with any part of these Terms and Conditions then You may not access the Service.

‍

Your purchase of, access to, and use of the Service is also conditioned on Your acceptance of and compliance with the Privacy Policy of the Company. Our Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your personal information when You use the Service and tells You about Your privacy rights and how the law protects You. Please read our Privacy Policy carefully before using our Service.

Responsibility

You represent and warrant that your use of the Service:

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• Will be in strict accordance with the Agreement;
• Will comply with all applicable laws and regulations;
• Will not be for any unlawful purposes, or in furtherance of illegal activities;
• Will not infringe or misappropriate the intellectual property rights of Rillavoice or any third party
• Will not disclose the personal information of others;
• Will not be used to create, distribute, or enable material that is, facilitates, or operates in
• Conjunction with, malware, spyware, adware, or other malicious programs or code;
• Will not involve reverse engineering, decompiling, disassembling, deciphering, or otherwise
• Attempting to derive the source code for the Services or any related technology that is not open source; and
• Will not involve renting, leasing, loaning, selling, or reselling the Services or related data without our consent.
• A link to or from one of our Services does not represent or imply that we endorse any third-party website.
• You are fully responsible for all data, information, text, voice content and other content and materials that are collected, uploaded, posted, delivered, provided, or otherwise transmitted or stored by You in connection with the Service.

Fees, Payment, and Renewal

a. The Service is provided on a subscription basis. We’ll bill or charge you in the

automatically-renewing interval (such as monthly, annually, or biennially) you select, on a pre-pay basis until you cancel, which you can do at any time by contacting the relevant support team.

‍

b. If You elect to add additional recording licenses following the initial date of a subscription license term, then You shall pay the Company, in advance of such users having access to the Service, in an amount equal to the applicable recording license fees for the remainder of the then-current term

(calculated on a pro-rata basis based on the number of months remaining in such term).

‍

c. To the extent permitted by law, or unless explicitly stated otherwise, all fees do not include

applicable federal, provincial, state, local or other governmental sales, value-added, goods and

services, harmonized or other taxes, fees, or charges (“Taxes”). You’re responsible for paying all

applicable Taxes relating to your use of our Services, your payments, or your purchases. If we’re obligated to pay or collect Taxes on the fees you’ve paid or will pay, you’re responsible for those Taxes, and we may collect payment.

‍

d. If your payment fails, the Service is otherwise not paid for, or paid for on time (for example, if you contact your bank or credit card company to decline or reverse the charge of fees for the Service), or we suspect a payment is fraudulent, we may immediately cancel or revoke your access to the Service without notice to you.

Feedback

We love hearing from you and are always looking to improve our Service. When you share

comments, ideas, or feedback with us, you agree that we're free to use them without any restriction or compensation to you.

Intellectual Property

You shall retain ownership of your data. Subject to compliance with the terms of conditions of this Agreement, You are granted a personal, limited, non-sublicensable, non-exclusive, revocable license to access and use the Service in accordance with these Terms for the sole purpose of enabling you to use and enjoy the Service. Using our Service doesn’t grant you any right or license to reproduce or otherwise use any Rillavoice or third-party trademarks.

Termination

Customers may terminate their agreement with Rillavoice only upon the expiration of their contract term, as specified in the terms of their subscription or service agreement. Rillavoice reserves the right to terminate the provision of services to a Customer in the event of a material breach of the terms and conditions outlined in the agreement. Rillavoice will provide written notice of the breach and a reasonable opportunity to cure the breach, where applicable, before taking termination action. Rillavoice will continue to service the product for Customers who have an active, unexpired contract with us, unless otherwise specified in the agreement. Unless terminated in accordance with the terms of this agreement, Rillavoice is committed to delivering the agreed-upon services throughout the duration of the contract term.

Disclaimers

Our Service is provided “as is.” Company and its suppliers and licensors hereby disclaim all

warranties of any kind, express or implied, including, without limitation, the warranties of

merchantability, fitness for a particular purpose and non-infringement. Neither Company, nor its suppliers and licensors, makes any warranty that our Service will be error free or that access thereto will be continuous or uninterrupted.

Jurisdiction and Applicable Law

Except to the extent any applicable law provides otherwise, the Agreement will be governed by the laws of the state of New York, U.S.A., excluding its conflict of law provisions. The proper venue for any disputes arising out of or relating to the Agreement that are not otherwise subject to arbitration (as indicated below) will be the state and federal courts located in New York, New York.

Arbitration Agreement

Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under the Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by three arbitrators appointed in accordance with such Rules. The arbitration shall take place in New York, New York, in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce the Agreement shall be entitled to costs and attorneys’ fees.

Limitation of Liability

In no event will Company, or its suppliers, partners, or licensors, or any of its or their respective directors, officers, employees, or agents be liable (including for any third-party products or services purchased or used through our Services) with respect to any subject matter of the Agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, indirect, incidental, punitive, compensatory or consequential damages of any kind whatsoever; (ii) the cost of procurement for substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) any liabilities in excess of the fees paid by You to Company under the Agreement during the twelve (12) month period prior to the cause of action, whichever is greater. Company shall have no liability for any failure or delay due to matters beyond its reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.

Indemnification

You agree to indemnify and hold harmless Company, its contractors, and its licensors, and their respective directors, officers, employees, and agents from and against any and all losses, liabilities, demands, damages, costs, claims, and expenses, including attorneys’ fees, arising out of or related to your use of our Service, including but not limited to your violation of the Agreement or any agreement with a provider of third-party services used in connection with the Service.

Translation

These Terms were originally written in English (US). We may translate these terms into other

languages, and in the event of a conflict between a translated version of these Terms and the English version, the English version will control.

Change

We may update, change, or discontinue any aspect of our Service at any time. Since we’re

constantly updating our Service, we sometimes have to change the legal terms under which they’re offered. The Agreement may only be modified by a written amendment signed by an authorized executive of Company, or if Company posts a revised version. We’ll let you know when there are changes: we’ll post them here and update the “Last Updated” date, and we may also send you an email or other communication before the changes become effective. Your continued use of our Service after the new terms take effect will be subject to the new terms, so if you disagree with the changes in the new terms, you should stop using our Service. To the extent you have an existing subscription, you may be eligible for a refund.

Miscellaneous

The Agreement (together with any other terms we provide that apply to the Service) constitutes the entire agreement between Company and You concerning our Service. If any part of the Agreement is unlawful, void, or unenforceable, that part is severable from the Agreement, and does not affect the validity or enforceability of the rest of the Agreement. A waiver by either party of any term or condition of the Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. Company may assign its rights under the Agreement without condition. You may only assign your rights under the Agreement with our prior written consent.

Contact Us

If you have any questions about these Terms and Conditions, You can contact us:

By email at support@rillavoice.com

‍

‍

Terms of Service

For the purposes of these Terms and Conditions:

‍

• Affiliate means an entity that controls, is controlled by or is under common control with a party, where "control" means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.
• Company (referred to as either "the Company", "We", "Us" or "Our" in this Agreement) refers to Rillavoice, 111 Madison Ave, 2nd Floor, New York, NY.
• Service(s) refers to the Application or the Website or both.
• Terms and Conditions (also referred as "Terms") mean these Terms and Conditions that form the entire agreement between You and the Company regarding the use of the Service.
• You means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.

Acknowledgment

These are the Terms and Conditions governing the use of this Service and the agreement that operates between You and the Company. These Terms and Conditions set out the rights and obligations of all users regarding the use of the Service.

‍

Your purchase of, access to, and use of the Service is conditioned on Your acceptance of and

compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, users and others who access or use the Service.

‍

By purchasing, using, or accessing or using the Service You agree to be bound by these Terms and Conditions. If You disagree with any part of these Terms and Conditions then You may not access the Service.

‍

Your purchase of, access to, and use of the Service is also conditioned on Your acceptance of and compliance with the Privacy Policy of the Company. Our Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your personal information when You use the Service and tells You about Your privacy rights and how the law protects You. Please read our Privacy Policy carefully before using our Service.

Responsibility

You represent and warrant that your use of the Service:

‍

• Will be in strict accordance with the Agreement;
• Will comply with all applicable laws and regulations;
• Will not be for any unlawful purposes, or in furtherance of illegal activities;
• Will not infringe or misappropriate the intellectual property rights of Rillavoice or any third party
• Will not disclose the personal information of others;
• Will not be used to create, distribute, or enable material that is, facilitates, or operates in
• Conjunction with, malware, spyware, adware, or other malicious programs or code;
• Will not involve reverse engineering, decompiling, disassembling, deciphering, or otherwise
• Attempting to derive the source code for the Services or any related technology that is not open source; and
• Will not involve renting, leasing, loaning, selling, or reselling the Services or related data without our consent.
• A link to or from one of our Services does not represent or imply that we endorse any third-party website.
• You are fully responsible for all data, information, text, voice content and other content and materials that are collected, uploaded, posted, delivered, provided, or otherwise transmitted or stored by You in connection with the Service.

Fees, Payment, and Renewal

a. The Service is provided on a subscription basis. We’ll bill or charge you in the

automatically-renewing interval (such as monthly, annually, or biennially) you select, on a pre-pay basis until you cancel, which you can do at any time by contacting the relevant support team.

‍

b. If You elect to add additional recording licenses following the initial date of a subscription license term, then You shall pay the Company, in advance of such users having access to the Service, in an amount equal to the applicable recording license fees for the remainder of the then-current term

(calculated on a pro-rata basis based on the number of months remaining in such term).

‍

c. To the extent permitted by law, or unless explicitly stated otherwise, all fees do not include

applicable federal, provincial, state, local or other governmental sales, value-added, goods and

services, harmonized or other taxes, fees, or charges (“Taxes”). You’re responsible for paying all

applicable Taxes relating to your use of our Services, your payments, or your purchases. If we’re obligated to pay or collect Taxes on the fees you’ve paid or will pay, you’re responsible for those Taxes, and we may collect payment.

‍

d. If your payment fails, the Service is otherwise not paid for, or paid for on time (for example, if you contact your bank or credit card company to decline or reverse the charge of fees for the Service), or we suspect a payment is fraudulent, we may immediately cancel or revoke your access to the Service without notice to you.

Feedback

We love hearing from you and are always looking to improve our Service. When you share

comments, ideas, or feedback with us, you agree that we're free to use them without any restriction or compensation to you.

Intellectual Property

You shall retain ownership of your data. Subject to compliance with the terms of conditions of this Agreement, You are granted a personal, limited, non-sublicensable, non-exclusive, revocable license to access and use the Service in accordance with these Terms for the sole purpose of enabling you to use and enjoy the Service. Using our Service doesn’t grant you any right or license to reproduce or otherwise use any Rillavoice or third-party trademarks.

Termination

Customers may terminate their agreement with Rillavoice only upon the expiration of their contract term, as specified in the terms of their subscription or service agreement. Rillavoice reserves the right to terminate the provision of services to a Customer in the event of a material breach of the terms and conditions outlined in the agreement. Rillavoice will provide written notice of the breach and a reasonable opportunity to cure the breach, where applicable, before taking termination action. Rillavoice will continue to service the product for Customers who have an active, unexpired contract with us, unless otherwise specified in the agreement. Unless terminated in accordance with the terms of this agreement, Rillavoice is committed to delivering the agreed-upon services throughout the duration of the contract term.

Disclaimers

Our Service is provided “as is.” Company and its suppliers and licensors hereby disclaim all

warranties of any kind, express or implied, including, without limitation, the warranties of

merchantability, fitness for a particular purpose and non-infringement. Neither Company, nor its suppliers and licensors, makes any warranty that our Service will be error free or that access thereto will be continuous or uninterrupted.

Jurisdiction and Applicable Law

Except to the extent any applicable law provides otherwise, the Agreement will be governed by the laws of the state of New York, U.S.A., excluding its conflict of law provisions. The proper venue for any disputes arising out of or relating to the Agreement that are not otherwise subject to arbitration (as indicated below) will be the state and federal courts located in New York, New York.

Arbitration Agreement

Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under the Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by three arbitrators appointed in accordance with such Rules. The arbitration shall take place in New York, New York, in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce the Agreement shall be entitled to costs and attorneys’ fees.

Limitation of Liability

In no event will Company, or its suppliers, partners, or licensors, or any of its or their respective directors, officers, employees, or agents be liable (including for any third-party products or services purchased or used through our Services) with respect to any subject matter of the Agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, indirect, incidental, punitive, compensatory or consequential damages of any kind whatsoever; (ii) the cost of procurement for substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) any liabilities in excess of the fees paid by You to Company under the Agreement during the twelve (12) month period prior to the cause of action, whichever is greater. Company shall have no liability for any failure or delay due to matters beyond its reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.

Indemnification

You agree to indemnify and hold harmless Company, its contractors, and its licensors, and their respective directors, officers, employees, and agents from and against any and all losses, liabilities, demands, damages, costs, claims, and expenses, including attorneys’ fees, arising out of or related to your use of our Service, including but not limited to your violation of the Agreement or any agreement with a provider of third-party services used in connection with the Service.

Translation

These Terms were originally written in English (US). We may translate these terms into other

languages, and in the event of a conflict between a translated version of these Terms and the English version, the English version will control.

Change

We may update, change, or discontinue any aspect of our Service at any time. Since we’re

constantly updating our Service, we sometimes have to change the legal terms under which they’re offered. The Agreement may only be modified by a written amendment signed by an authorized executive of Company, or if Company posts a revised version. We’ll let you know when there are changes: we’ll post them here and update the “Last Updated” date, and we may also send you an email or other communication before the changes become effective. Your continued use of our Service after the new terms take effect will be subject to the new terms, so if you disagree with the changes in the new terms, you should stop using our Service. To the extent you have an existing subscription, you may be eligible for a refund.

Miscellaneous

The Agreement (together with any other terms we provide that apply to the Service) constitutes the entire agreement between Company and You concerning our Service. If any part of the Agreement is unlawful, void, or unenforceable, that part is severable from the Agreement, and does not affect the validity or enforceability of the rest of the Agreement. A waiver by either party of any term or condition of the Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. Company may assign its rights under the Agreement without condition. You may only assign your rights under the Agreement with our prior written consent.

Contact Us

If you have any questions about these Terms and Conditions, You can contact us:

By email at support@rillavoice.com

‍

‍