End User License Agreement

1. Applicability

This End User License Agreement (the “License”) applies to all users of the Voxox Cloudphone.com website (“Website”), Voxox Cloudphone.com applications (“Apps”), Voxox Cloudphone.com network (“Network”) and Voxox Cloudphone.com software (“Software”) from any computer or device where the Software has been installed and the Voxox Cloudphone.com service (“Service”) is accessed.

2. Your Acceptance

This is a binding License between you (“You”, “You” and “Yourself”), a user of the Software within the Website and Apps and Telcentris, Inc. a Delaware corporation doing business as Voxox (“Voxox”) that owns the Software and operates and maintains the Website, Apps, Network and Service. You accept this License by signing up to use the Software via the Website or Apps, and clicking the “NEXT” button (or similar buttons or links, as may be designated by Voxox) in the signup page, or by using the Service. If You do not want to be bound by this License, do not install or use the Website, Apps, Software or Service.

3. End User License Grants

Upon Your acceptance and subject to the terms of this License, Voxox hereby grants You a free, limited, personal, non-commercial, non-exclusive, non-sublicensable, non-assignable and non-transferable license to register and use the Service via the Website and download, install and use the Apps and its associated Software.

Your license is subject to Your acceptance of this License, and You agree that the terms of this License will apply to each product that You license from Voxox. Voxox reserves the right in and to the Software not expressly granted to You under this License. Voxox may disable, restrict or terminate the license upon any breach of the terms of this License by You.

4. Scope of License

The license granted to You to use the Software owned by Voxox is limited to a non-transferable license to use the Software on any computer or device that You own or control, subject to the restrictions listed in this License. This license does not allow You to use the Software on any computer or device that You do not own or control, unless You have received consent from the relevant third party that owns and controls the computer or device in which You intend to use the Software.

4.1 Upgrades: The terms of this License will govern any upgrades to the Software that replace and/or supplement the original product, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.

4.2 Third-Party Software: The Software may incorporate or be incorporated into software and technology owned and controlled by third parties. Any such third party software or technology that is incorporated in the Software falls under the scope of this Agreement and license agreements from such third parties. You hereby acknowledge and agree that You will be bound by and abide by the terms of such third party license agreements.

5. Restrictions

The Software made available to You is licensed, not sold, to You. Its use comes with restrictions. If You breach any of these restrictions, You may be subject to prosecution and damage. Any attempt to do so is a violation of the rights of Voxox and its licensors.

5.1 No Implied Licenses or Other Rights: No license or right is granted by implication or otherwise, with respect to the Software or other Intellectual Property except as specifically set forth in the terms of this License. You understand and agree that the terms of this License shall not be read or interpreted so as to grant to You any title or interest of ownership in the Software or appurtenant intellectual property rights, or to any documentation. The Software and appurtenant intellectual property rights, as well as any and all modifications thereto and all documentation, are and shall, in all events, remain Voxox’s sole and exclusive property. Voxox specifically reserves all rights not expressly granted under the terms of this License.

5.2 Negative Covenants: You shall not:

a. Copy or use the Software for any purpose or in any manner not expressly permitted in this License;
b. Distribute or make the Software available over a network where multiple computers or devices could use it at the same time;
c. Rent, lease, lend, sell, redistribute or sublicense the Software;
d. Operate, support, develop, enhance, correct or otherwise modify the Software;
e. Reverse engineer, decompile, disassemble or translate any portion of the Software, or create derivative works of the Software, any updates, or any part thereof;
f. Separate the Software into its component parts or in any way attempt to discover, derive or reconstruct any source code, schema or algorithms of the Software by any means whatsoever;
g. Remove any product identification, trademark, copyright, confidentiality, proprietary or other notice contained on or within the Software or the Documentation;
h. Knowingly permit or encourage any third party to do any of the foregoing.
i. Use the Software in any jurisdiction that prohibits the download of the Software and use of the Service.

5.3 Export Restrictions: As required by law, the Software is subject to United States export controls. The Software may not be downloaded or otherwise exported or re-exported into (or to a national or resident of) Afghanistan, Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria or any other country to which the United States has embargoed goods; or any organization or company on the United States Commerce Department’s “Denied Parties List.” By downloading or using the Software, You agree to the foregoing and all applicable export control laws. You also warrant and represent that You are not under the control of, located in, or a resident or national of any such country, or on any such list. The information on export laws provided herein is not necessarily complete. For more information on export laws, please refer to the United States Commerce Department Bureau of Export Administration at +1 (202) 482-2440, or +1 (202) 482-4811.

5.4 Specific Disclaimer of Liability For Emergency Services: VOXOX DOES NOT PROVIDE CONNECTIONS TO EMERGENCY SERVICES VIA THE SOFTWARE OR THE SERVICE. NEITHER VOXOX NOR ITS OFFICERS, EMPLOYEES, PARTNERS OR AFFILIATES MAY BE HELD LIABLE 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 THE SOFTWARE AND/OR THE SERVICE TO CONTACT EMERGENCY SERVICES, AND YOUR FAILURE TO MAKE ADDITIONAL ARRANGEMENTS TO ACCESS EMERGENCY SERVICES IN ACCORDANCE WITH THE NO EMERGENCY CALLS SECTION WITHIN YOUR TERMS OF SERVICE AGREEMENT WWW.CLOUDPHONE.COM/TERMS.

6. Consent to Use of Data

You agree that Voxox, its partners and affiliates may collect and use technical data and related information, including by not limited to technical information about Your computer or device, system, application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to You (if any) related to the Software. Voxox may use this information, as long as it is in a form that does not personally identify You, to improve its products or to provide services or technologies to You. Additionally, You agree that in order to maintain the quality and reliability of the Software, Voxox may utilize the processor and bandwidth of Your device for the limited purpose of facilitating communication between Software users. Voxox will use its commercially reasonable efforts to protect the integrity of Your computer and device resources; however, Voxox cannot give any warranties in this respect.

7. Fees and Taxes

Any fees that Voxox charges are exclusive of all taxes, levies, regulatory fees, bank charges or duties imposed by taxing authorities, and You shall be responsible for payment of all such taxes, levies, or duties.

If You pay for any portion of the Service to include, but not limited to, a feature, phone number, minutes of calling, messages, or virtual product, You agree to provide Voxox with complete and accurate billing information. If the billing information You have provided is false or fraudulent, Voxox reserves the right to terminate Your access to the Software, Website and/or Services in addition to any other legal remedies. By paying for the Service, You expressly agree and authorize Voxox to charge the applicable fee to Your PayPal, Google Play, iTunes, debit or other credit card or other payment method.

If You believe Your bill is incorrect, You must contact Voxox, its partner or its authorized retail store or dealership within 30 days of the purchase date and provide (a) Your account information, (b) the location and method of payment, and (c) the amount in question to be eligible to receive an adjustment, charge back or credit. Voxox reserves the right to not offer an adjustment, charge back or credit if it has a good reason not to do so.

Voxox reserves the right to impose a reconnection fee in the event You are suspended and thereafter request access to the Software, Website, Apps and/or Service.

8. Term, Termination, Updates

8.1 Term: This Agreement will be effective as of the date that You: (i) click the “Next,” Accept” or “Agree” button to the Terms of Service; or (ii) install the Software; or (iii) upon Your use of the Software, Website, App, Network or Service. The license will remain effective until terminated by either Voxox or You as set out below.

8.2 Termination: You may terminate this Agreement with immediate effect at any time. Upon termination of the license, You shall (a) cease all use of the Software, (b) delete all copies, full or partial, of the App that includes the Software and (c) cancel Your Voxox account so that You don’t appear as a Voxox Cloudphone.com user to other Voxox Cloudphone.com users who have Your phone number in their contact list.

Without limiting other remedies, Voxox reserves the right to limit, suspend, cancel or terminate this license and Your use of the Software and Service, prohibit access to the Website or App and delete Your account, phone number, and/or user name, which, in combination with Your password, allows access to Your account, with immediate effect, automatically and without recourse, if Voxox believes, in its sole and exclusive discretion, that You (a) failed to comply or are in breach of the terms of this License, (b) refused to accept and agree to a revised or modified version of this Agreement, (c) created problems, legal liabilities (actual or potential), (d) infringed upon someone else’s intellectual property rights, (e) engaged in fraudulent, immoral or illegal activities, or for other similar acts, (f) are delinquent (fell in arrears) in Your payments, and/or (g) become insolvent, bankrupt, liquidated, dissolved, or deceased. Voxox shall effect such termination by providing notice to You via the App, Website, Your email account or via chat and/or by preventing Your access to Your Voxox Cloudphone.com account.

8.3 Consequences of Termination: Upon termination of this Agreement: (a) all licenses and rights to use the Software shall immediately terminate; (b) You will immediately cease any and all use of the Software; (c) You will immediately remove or delete the Apps, which includes the Software, from all computers, mobile devices, tablets, hard drives, networks and other storage media; (d) destroy all copies, full or partial, of the Software in Your possession or control; and (e) You will no longer be able to use the phone number(s) associated with Your account(s) and even if You reactivate the account, You may not be able to use the account with the same phone number(s) You used prior to termination.

9. No Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE, WEBSITE, APPS AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTIES WHATSOEVER. VOXOX DOES NOT, EITHER EXPRESSED, IMPLIED OR STATUTORY, MAKE ANY WARRANTIES, CLAIMS OR REPRESENTATIONS WITH RESPECT TO THE SOFTWARE, WEBSITE, APPS OR SERVICE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OR CONDITIONS OF QUALITY, PERFORMANCE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, OR FITNESS, OR USE FOR A PARTICULAR PURPOSE. VOXOX FURTHER DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE, WEBSITE, APPS OR SERVICE WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE AND ERROR-FREE, OR WILL OPERATE WITHOUT PACKET LOSS, NOR DOES VOXOX WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET, OR ANY QUALITY OF CALLS MADE THROUGH THE SOFTWARE, WEBSITE, APPS AND SERVICE. SHOULD THE SOFTWARE, WEBSITE, APPS OR SERVICE PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.

YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY CLICKING ON THE “ACCEPT” OR “AGREE” BUTTON IN THE TERMS OF SERVICE AGREEMENT AND/OR CONTINUING TO INSTALL THE SOFTWARE, YOU EXPRESSLY CONSENT TO BE BOUND BY ITS TERMS AND CONDITIONS AND GRANTS TO VOXOX THE RIGHTS SET FORTH HEREIN.

10. Limitation of Liability

TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL VOXOX BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SOFTWARE, WEBSITE, APPS OR SERVICE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF VOXOX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. Entire Agreement

This Agreement, together with the Terms of Service, Privacy Policy, and Reasonable Use Policy, which are hereby incorporated by reference, constitutes the complete and exclusive statement of the agreement between You and Voxox pertaining to the subject matter herein, and revokes and supersedes any proposal or prior agreement, oral or written, and any other communication relating to the subject matter of this License.

“Voxox” and the Voxox logo are registered trademarks of Telcentris, Inc. “Voxox,” “Voxox Unify,” “Reach Me Anywhere,” and the Voxox logo are registered trademarks of Telcentris, Inc. All other trademarks, trade names service marks, service names are the property of their respective holders.