LICENSE AND SERVICE AGREEMENT

Effective Date: January 25th, 2019

This License and Service Agreement (the “Agreement”) is a legal agreement by and between Voice Front Ltd., a company incorporated under the laws of the State of Israel having its principal place of business at ("VoiceFront") and you ("you"). This agreement take effect when you click the "Accept" button presented at the bottom of this Agreement (the "Effective Date").

You must accept these terms and conditions in order to complete the registration process and start using our services which include: (a) using our unique conversational bot technology ("Technology"), we will create and manage, on your behalf, an online voice store for your e-commerce website which will enable your website's end-users ("End-User(s)") to interact with your website using voice (including purchasing the products offered in your website) (the interaction via voice will be enabled using the End-Users' device virtual assistants such as Alexa) (the "Platform"); and (b) enabling you to use our proprietary cloud based console which will assist you in managing the interaction of your End-Users with your website (the “Console”); (the "Platform" and the "Console" shall be referred to as together as the “Services”).

PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE USING THE SERVICES. BY CLICKING THE “I ACCEPT” BUTTON BELOW YOU (EITHER INDIVIDUALLY OR ON BEHALF OF THE ENTITY OR COMPANY THAT YOU DULY REPRESENT) ARE ACCEPTING AND AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

 

  1. Evaluation License. During the period which shall commence upon the receipt of a confirmation e-mail that the Platform is ready for use and for a period of ninety (90) days thereafter (the “Evaluation Term”) VoiceFront grants you, and you accept a right to access the Services online or by any remote means on a Software-as-a-Service (“SaaS”) basis (which right is limited and is provided on a non-exclusive, non-sublicensable, non-transferable and revocable basis) for evaluation purposes only, all in accordance with the terms set forth in this Agreement.

  2. Subscription License. In the event that you wish to receive the right to use the Services also for applicable subscription periods (the "Subscription Periods"), then you may continue to use the Services after the Evaluation Term for internal commercial purposes, all subject to the terms and conditions of this Agreement. In the event that you determine not to extend the term of this Agreement beyond the Evaluation Term then your rights under this Agreement shall terminate.

  3. API. In order to be able to provide you the Platform, we are required to receive access to your website's application programming interface (the "API"). For such purpose, you agree to grant us any access keys required in order to access your API and hereby grant us a limited, non-exclusive, revocable, non-sublicensable, non-transferable license to access and use your website's API and retrieve the information included in your website that is required in order to provide you the Services. You hereby represent that you are the owner or licensor of the API, and you have the power to grant the rights granted under this Section.

  4. Consideration. The license granted during the Evaluation Period is provided free of charge. The consideration for the license granted during the Subscription Periods, will be in accordance with the payment model specified in VoiceFront's payment policy available at: https://www.voicefront.ai/pricing (the “Services Fees”). You will pay all amounts due under this Agreement in U.S. Dollars currency. All amounts invoiced hereunder are due and payable within thirty (30) days of the date of the invoice. All fees and other amounts paid by you under this Agreement are non-refundable. Any amount not paid when required to be paid hereunder shall accrue interest on a daily basis until paid in full at the lesser of: (i) the rate of one and a half percent (1.5%) per month; or (ii) the highest amount permitted by applicable law. All amounts payable under this Agreement are exclusive of all sales, use, value-added, withholding, and other direct or indirect taxes, charges, levies and duties. All taxes, withholdings and duties of any kind payable with respect to your subscription to the Services under this Agreement, other than taxes based on VoiceFront's net income, shall be borne and paid by you.

You represent that (i) all the information provided by you while using the Service is true and accurate; (ii) you have the legal right to subject your designated website to the Service and/or that you have obtained such right from the legal owner.  You shall indemnify, defend and hold VoiceFront harmless from any claims, demands, liabilities, losses, costs or expenses, including reasonable attorneys' fees, incurred by VoiceFront as a result of any claim or proceeding raised against VoiceFront arising out of or based upon any breach or misrepresentation of your representations under this Section.

  1. Account. In order to access and use the Service, an account will be created using the credentials provided to you by VoiceFront (the “Account”). The Account will be accessed and/or used solely by your employees or service providers who are explicitly authorized by you to use the Services (each, a “Permitted User”). You hereby acknowledge and agree: (i) to keep, and ensure that the Permitted Users will keep, the Account login details and passwords secured at all times, and otherwise comply with the terms of this Agreement; (ii) to remain solely responsible and liable for the activity that occurs in the Account and for any breach of this Agreement by a Permitted User; and (iii) to promptly notify VoiceFront in writing if you become aware of any unauthorized access or use of the Account.

  2. Prohibited Uses. Except as specifically permitted herein, without the prior written consent of VoiceFront, you must not, and shall not allow any Permitted User or any other third party to, directly or indirectly: (i) modify, incorporate into or with other software, or create a derivative work of any part of the Service; (ii) sell, license (or sub-license), lease, assign, transfer, pledge, or share your rights under this Agreement with or to anyone else; (iii) copy, distribute or reproduce the Service for the benefit of third parties; (iv) disclose the results of any testing or benchmarking of the Service to any third party, or use such results for your own competing software development activities or use the Service in order to build or support, and/or assist a third party in building or supporting, products or services which are competitive to VoiceFront's business; (v) modify, disassemble, decompile, reverse engineer, revise or enhance the Service or attempt to discover the Platform's and/or Console’s source code or the underlying ideas or algorithms of the Platform's and/or Console’s; (vi) use the Service in a manner that violates or infringes any rights of any third party, including but not limited to, right of privacy, proprietary rights or intellectual property rights of any third parties including without limitation copyright, trademarks, designs, patents and trade secrets; (vii) remove or otherwise modify any of VoiceFront's trademarks, logos, copyrights, notices or other proprietary notices or indicia, if any, fixed, incorporated, included or attached to the Platform and/or Console nor copy the any written materials accompanying the Console and/or Platform; (ix) use the Service for any purpose other than for  the purpose for which the Service is designated for or other than in compliance with the terms of this Agreement; (x) use any automated means to access the Service; (xi) use the Service without receiving the applicable End-Users' prior explicit consent for the collection of personally identifiable information as required under any applicable law; (xii) violate or abuse log-in and/or password protections governing access to the Console; (xv) allow any third party other than the Permitted Users to use the Service; (xvi) access, store, distribute, or transmit during the course of its use of the Service any malicious code (i.e., software viruses, Trojan horses, worms, malware or other computer instructions, devices, or techniques that erase data or programming, infect, disrupt, damage, disable, or shut down a computer system or any component of such computer system), or unlawful, threatening, obscene or infringing material; and/or (xvii) use the Service in any other unlawful manner or in any manner not expressly authorized by this Agreement.

  3. End-User Data and Analytics Information. Operation of the Platform and the provision of the Services hereunder require VoiceFront to monitor interactions of your End-Users with the Platform and require you to provide, upload, transmit, or make accessible to VoiceFront certain data, including without limitation, personally identifiable information transmitted through your website via the API (collectively, the “End-User Data”), as further detailed in VoiceFront's Services Privacy Policy, available at:  https://www.voicefront.ai/privacy-policy. You agree that VoiceFront will collect, monitor, store and use the End-User Data, on your behalf, in order to provide the Services. You control access to the End-User Data and have full administrative control over such data, including by your right to view or modify it. As between VoiceFront and you, the Intellectual Property Rights (as such term is defined below) and all other rights, title and interest of any nature in and to the End-User Data, which may be stored on VoiceFront’s database, are and shall remain your and your licensors exclusive property. VoiceFront shall be considered granted a non-revocable, non-exclusive, assignable, sub-licensable, royalty-free license to use, in accordance with any applicable privacy laws, the End-User Data in order to provide the Services. Except as set forth herein, nothing in this Agreement shall be construed as transferring any rights, title or interests in the End-User Data to VoiceFront or any third party.

VoiceFront may collect, disclose, publish and use in any other manner anonymous information which derives from the use of the Services (i.e., non-identifiable information, aggregated and analytics information) ("Analytics Information")), in order to provide and improve VoiceFront's programs and services and for any legitimate business purpose. VoiceFront is and shall remain the sole owner of the Analytics Information. In order to interact with the Platform, the End-User must provide VoiceFront with the details of his/her device virtual assistant account. It is hereby clarified that such data is considered "End-User Data". You are responsible to comply with all applicable privacy notices requirements in connection thereto.

  1. Obligations and Warranties. You represent that: (i) you will use the Services in compliance with any applicable laws, including without limitation privacy protection laws; and (ii) you have the full right, authority, permissions, approvals and consents from your End-Users to permit VoiceFront to access, use, monitor, process, analyze, display and/or store the End-User Data in order to provide the Services. You hereby confirm that the privacy policy that you will provide VoiceFront to display as part of the Platform, permits VoiceFront to access, use, monitor, process, analyze, display and/or store the End-User Data in order to provide the Services. We agree to reasonably assist you in displaying to the End-Users, on your behalf, the required notices under this section (including your privacy policy) and in receiving End-Users' consent for such notices. You are solely responsible that such privacy policy shall be accurate at all times and shall comply with all applicable privacy laws. You assume the responsibility for receiving the End-Users' requests to delete or modify their personal information and handle such requests, and to notify VoiceFront of any such requests. You shall remain solely responsible and liable for, and release VoiceFront from, any and all liability arising from, VoiceFront’s use of the End-User Data as permitted herein. You further acknowledge that you are solely responsible for the backup of your End-User Data.

Each party represents and warrants (a) that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; and (b) that the execution and performance of this Agreement will not conflict with or violate any provision of any applicable law.

  1. Ownership. The Technology, the Console and any other technology embodied in the Platform are not for sale and are and shall remain VoiceFront’s sole property. All right, title, and interest, including any Intellectual Property Rights evidenced by or embodied in, attached, connected, and/or related thereto and any and all derivative works thereof are and shall remain owned solely by VoiceFront or its licensors. This Agreement does not convey to you any interest in or to any of the foregoing but only, as aforesaid, a limited revocable right to use the Services, in accordance with the terms of this Agreement, and nothing herein constitutes a waiver of VoiceFront’s Intellectual Property Rights under any law. “Intellectual Property Rights” means: (i) patents and patent applications throughout the world, including all reissues, divisions, continuations, continuations-in-part, extensions, renewals, and re-examinations of any of the foregoing, all whether or not registered or capable of being registered; (ii) common law and statutory trade secrets and all other confidential or proprietary or useful information that has independent value, and all know-how, in each case whether or not reduced to a writing or other tangible form; (iii) all copyrights, whether arising under statutory or common law, whether registered or not; (iv) all trademarks, trade names, corporate names, company names, trade styles, service marks, certification marks, collective marks, logos, and other source of business identifiers, whether registered or not; (v) moral rights in those jurisdictions where such rights are recognized; (vi) any rights in source code, object code, mask works, databases, algorithms, formulae and processes; and (vii) all other intellectual property and proprietary rights, and all rights corresponding to the foregoing throughout the world. 

If you contact VoiceFront with feedback data (e.g., questions, comments, suggestions or the like) regarding the Services (collectively, “Feedback”), such Feedback shall be deemed non-confidential, and VoiceFront shall have a non-exclusive, royalty-free, worldwide, perpetual license to use or incorporate such Feedback into the Services and/or other current or future products or services of VoiceFront (without your approval and without further compensation to you).

  1. Confidentiality. Each party may have access to certain non-public and/or proprietary information of the other party, in any form or media, including (without limitation) confidential trade secrets and other information related to the products, software, technology, data, know-how, or business of the other party, whether written or oral, and any other information that a reasonable person or entity should have reason to believe is proprietary, confidential, or competitively sensitive (the “Confidential Information”). Each party shall take reasonable measures, at least as protective as those taken to protect its own confidential information, but in no event less than reasonable care, to protect the other party's Confidential Information from disclosure to a third party. Neither party shall use or disclose the Confidential Information of the other party except as expressly permitted under this Agreement or by applicable law. All right, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of the disclosing party.

  2. Reference Customer. You agree that VoiceFront may identify you as a user of the Services and use your trademark and/or logo (i) in sales presentations, promotional/marketing materials, and press releases, and (ii) in order to develop a brief customer profile for use by VoiceFront on VoiceFront's website for promotional purposes.

  3.  Maintenance and Support. During the Evaluation Term and thereafter (to the extent you have purchased the subscription which entitles you to receive support and maintenances services, as detailed in https://www.voicefront.ai/pricing, VoiceFront will provide you support and maintenances services in accordance with the terms and conditions specified in VoiceFront's then current SLA which is available at: https://www.voicefront.ai/sla

  4. Changes to Services. VoiceFront may change the Services' layout and design and the availability of the content and functions included therein or may change the form, features or nature of the Services, from time to time, without giving you any prior notice. You hereby agree and acknowledge that VoiceFront is not responsible for any errors or malfunctions that may occur in connection with the performance of such changes.

  5. NO WARRANTIES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND THE REPORTS (AS DEFINED BELOW) ARE PROVIDED ON AN “AS IS” BASIS. IN ADDITION TO OTHER DISCLAIMERS CONTAINED HEREIN, VOICEFRONT DOES NOT WARRANT THAT THE REPORTS AND/OR THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE SERVICES' OPERATION AND THE SERVICES WILL BE SECURED AT ALL TIMES, UNINTERRUPTED, ERROR-FREE, FREE OF VIRUSES, BUGS, WORMS, OTHER HARMFUL COMPONENTS OR OTHER SOFTWARE LIMITATIONS. THE USE OF THE SERVICES HEREUNDER IS AT YOUR SOLE RISK AND TO THE EXTENT ALLOWED BY LAW VOICEFRONT EXPRESSLY DISCLAIMS ALL EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INTERFERENCE, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, RELIABILITY AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

VOICEFRONT DOES NOT OFFER A WARRANTY OR MAKE ANY REPRESENTATION REGARDING ANY CONTENT, REPORTS, INFORMATION (INCLUSING ANALYTICS AND RAW DATA PERTAINING TO THE END USERS), INSIGHTS OR RESULTS THAT YOU OBTAIN THROUGH USE OF THE SERVICE (COLLECTIVELY, “REPORTS”), OR THAT THE REPORTS ARE ACCURATE, COMPLETE, ERROR FREE OR DO NOT INCLUDE FALSE POSITIVE.

VOICEFRONT SHALL NOT BE RESPONSIBLE FOR UNAUTHORIZED ACCESS TO OR ALTERATION TO THE END-USER DATA TO THE EXTENT THAT SUCH ACCESS OR ALTERATION IS NOT DUE TO VOICEFRONT’S WILLFUL MISCONDUCT.

  1.  LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW VOICEFRONT, ITS LICENSORS, AFFILIATES, DISTRIBUTORS AND RESELLERS SHALL NOT BE LIABLE WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, TO YOU OR ANY THIRD PARTY  FOR ANY LOSS OR DAMAGE, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING BUT NOT LIMITED TO, ANY LOSS OR DAMAGE TO BUSINESS EARNINGS, LOST PROFITS OR GOODWILL AND LOST OR DAMAGED DATA OR DOCUMENTATION), SUFFERED BY ANY PERSON, ARISING FROM, RELATED WITH, AND/OR CONNECTED TO, ANY USE OF OR INABILITY TO USE THE SERVICES AND/OR THE REPORTS, EVEN IF VOICEFRONT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF THE SERVICES IS AT YOUR OWN RISK. IN ANY CASE, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, VOICEFRONT'S, ITS LICENSORS', AFFILIATES' DISTRIBUTORS' AND RESELLERS' TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES OR LOSSES WHATSOEVER ARISING HEREUNDER OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE THE CONSOLE AND/OR THE REPORTS  AND/OR THE SERVICES SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNTS ACTUALLY PAID TO VOICEFRONT UNDER THE APPLICABLE PURCHASE ORDER IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. INASMUCH AS SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OR LIMITATIONS AS SET FORTH HEREIN, THE FULL EXTENT OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY.

  2. Indemnification. You agree to defend, indemnify and hold harmless VoiceFront, its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney's fees) arising from: (i) your unauthorized use of the Services; (ii) your violation of any term of this Agreement (including without limitation any warranties provided herein); and/or (iii) a third party claim, suit or proceeding that use of the End-User Data within the scope of this Agreement infringes any privacy right of a third party.

  3. Term and Termination. This Agreement shall enter into force and effect on the Effective Date and shall remain in full force and effect for the Evaluation Term and, to the extent that you wish to receive the Services also for the applicable Subscription Periods, then for such periods, unless earlier terminated as set forth herein (the “Term”). Either party may terminate this Agreement with immediate effect if the other party materially breaches this Agreement and such breach remains uncured (to the extent that the breach can be cured) fifteen (15) days after having received written notice thereof. In the event that either party becomes liquidated, dissolved, bankrupt or insolvent, whether voluntarily or involuntarily, or shall take any action to be so declared, the other party shall have the right to immediately terminate this Agreement. Upon termination or expiration of this Agreement: (i) VoiceFront will cease from providing the Services hereunder, the license granted to you under this Agreement shall expire, and you shall discontinue all further use of the Services; (ii) VoiceFront shall immediately return  and /or permanently delete (as instructed by you) and certify to you, within fourteen (14) business days, that it has done so, all End-User Data provided by you pursuant to this Agreement, provided that VoiceFront will retain any anonymous and non-identifiable information which derives from the use of the Services, as detailed in Section 7; (iii) any sums paid by you until the date of termination are non-refundable, and you shall not be relieved of your duty to discharge in full all due sums owed by you to VoiceFront under this Agreement until the date of termination or expiration hereof, which sums shall become immediately due and payable on the date of termination or expiration the Agreement. The provisions of this Agreement that, by their nature and content, must survive the termination of this Agreement in order to achieve the fundamental purposes of this Agreement shall so survive. Upon termination or expiration of this Agreement, you will lose all access to any End-User Data that VoiceFront may be storing in order to make the Services available to you. You shall be responsible to download the End-User Data prior to termination of this Agreement.  Termination of this Agreement shall not limit VoiceFront from pursuing any other remedies available to it under the applicable law.

  4.  Miscellaneous. This Agreement represents the complete agreement concerning the subject matter hereof and may be amended only by a written agreement executed by both parties. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. You may assign your rights or obligations under this Agreement without the prior written consent of VoiceFront Notwithstanding the foregoing, you may assign the Agreement without the consent of VoiceFront in connection with any merger (by operation of law or otherwise), consolidation, reorganization, change in control or sale of all or substantially all of your assets related to this Agreement or similar transaction. VoiceFront may assign its rights or obligations under this Agreement without restrictions. This Agreement shall be governed by and construed under the laws of the State of Israel, without reference to principles and laws relating to the conflict of laws. The competent courts of the State of Israel shall have the exclusive jurisdiction with respect to any dispute and action arising under or in relation to this Agreement. This Agreement does not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties. VoiceFront will not be liable for any delay or failure to provide the Services resulting from circumstances or causes beyond the reasonable control of VoiceFront (i.e., force majeure events).