VUI, INC. TERMS AND CONDITIONS OF USE
(Last Updated as of March 12, 2019)

These VUI Inc. (“VUI”) Terms and Conditions (the “Terms”) constitute an Agreement (the “Agreement”) that is established between VUI and the entity or person using and/or accessing the Services that VUI and/or its affiliates provide. These Terms apply equally whether a user accesses or uses the Services either directly or through a third party’s website (or other online portal or streaming service). Therefore, all Services provided by VUI or its affiliates, either directly or through a third party, are subject the following Terms. Please review the Terms carefully. By using or accessing the Services, you confirm you have read, understood, agree to and accept the Terms and that such Terms constitute a legal agreement between you and VUI. Except as otherwise specified, these Terms do not apply to any third-party services or products, which are governed by their own terms of service.  By your use of the Services, you represent and warrant that you have the right and authority to enter into this Agreement.

Please also review our Privacy Policy, which incorporates these Terms by reference and can be viewed here. The Privacy Policy describes how we collect and handle any information gathered from entities or persons using and/or accessing the Services. By accessing or using the Service, including browsing the site, you accept the Agreement and expressly consent to the collection, use, storage, processing, and disclosure of your information in accordance with our Privacy Policy.  As used in this Agreement, "VUI" (also referred to as "Company" or "we")  means VUI, Inc. The worldwide corporate headquarters and principal office of the Company shall be 1 Lincoln St., 24th fl, Boston , MA 02111.

1. Definitions

The following terms shall have the meanings specified below:

"Services" means the VUI services, including voice recognition software and any related VUI services,  supplied by VUI to the Customer, either directly or through a third party, pursuant to these Terms.

"Customer", "you" (or "Client" or “End-user”) means any user, person or entity that creates an account and accesses and/or uses VUI Services supplied by the Company pursuant to these Terms.

"Visitor" means any person who is browsing any website where VUI Services are installed.

"Agent" means any person who is employed by Customer to operate the Service.

"Third Party Service Provider" means any third party that collects, process and/or uses Personal Information under the instruction of VUI including any consultant, representative, advisor, or independent contractor who renders services to the Company, a subsidiary, or an affiliate.

2. Right to Amend the Terms

VUI reserves the unilateral right, in its sole discretion, to change, modify, remove or amend (collectively, the “Amendments”) the provisions of these Terms at any time and for any reason and only those Terms currently visible on our website are up to date and valid at the time. Without any further action on your part or VUI, your continued use of the Services following notice of the Amendments (which shall occur by posting on the VUI website of the Terms incorporating the Amendments) will mean that you accept and agree to the Amendments. Such Amendments will apply prospectively beginning on the date the Amendments are posted to the VUI website. We encourage you to periodically familiarize with the currently effective Terms version on our website. Refusal to accept these modifications shall preclude the Customer from using the Services. You can determine when these Terms were last updated by referring to the “Last Updated” date set forth at above.

3. Access and Acceptable Use of Services

  • The use of any new Services available directly from the Company or through a third party, after the Customer has accepted these Terms, shall be subject to the provisions of the Terms.

  • Given that the Services are voice recognition services (and other related services), you agree that VUI may retain records of your utterances and spoken commands, for purposes of delivering the Services and for other related purposes. You acknowledge and agree that anything you say in connection with the Services, including but not limited to information that could allow you to be personally identified by third parties, may be recorded and used for service delivery, testing and training purposes. VUI will not transmit or sell personal information to third parties except to the extent required for service delivery, testing and training purposes.

  • VUI is exclusively entitled to decide on functionality, the use, subject matter and the range of particular Services as well as to cease rendering the Services.

  • The Company is exclusively authorized to decide on the contents and the nature of its software as well as to freely add, change or remove particular elements.

  • VUI Services are exclusively designated for business use and must be used only in accordance with their purpose, application and the Terms.

  • Every Customer who accesses the Services through a third party website or as embedded in the services of a third party hereby acknowledges and agrees that such user or accessor will comply with the terms and conditions of such third party, provided however, these Terms shall apply to the Services regardless of the validity or applicability of any third party’s terms and conditions.

  • The Customer undertakes to use the Services in accordance with their use, purpose and in the manner consistent with both these Terms and provisions of currently effective law.

  • The Customer bears full responsibility for all contents, phrases and entries that they make in connection with his or her use of the Services.

  • The Customer understands and has become familiar with technical requirements necessary to use the Services and has no objections in respect thereof. The Customer is aware of possible risks and threats connected with electronic data transmission.

  • VUI reserves the right to access Customer accounts for the technical and administrative purposes and for security reasons. Any information obtained from a customer account shall not be processed or made available to any third parties outside of VUI and its technical or administrative consultants, unless required by provisions of law.

  • Violation of these Terms, applicable laws or generally accepted norms and rules by you shall lead to the termination of this Agreement in VUI’s discretion.

  • This is an Agreement for Services, and you are not granted a license to any software by this Agreement. You will not, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of or included in the Services or any software, documentation or data related to the Services (“Software”); modify, translate or create derivative works based on the Services or any Software; or copy, distribute, pledge, assign or otherwise transfer or encumber rights to the Services or any Software; use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.

  • All information, data, text, software, graphics, commentary, video, messages, or any other materials submitted by using the Service, (collectively, "Data"), is the sole responsibility of the person from whom such Data originated. Customer is wholly responsible for all Data downloaded, uploaded or otherwise transmitted via any of the Services. VUI is not responsible for the Data that the Customer submits in relation to the Services.

 

4. Trademarks and copyrights

VUI has rights to intangible assets in the form of offered services and software, website layout, computer software as well as to all company signs, symbols and any trademarks that may be used within its scope of business activity. These assets are protected respectively by all relevant law. The VUI rights listed above and all information, content, material, graphics, products (including any software) and services included on or otherwise made available to the Visitors and the Customer through use of, or access to, the Services are the exclusive property of VUI and are protected by all relevant law.

The Customer may not modify or change the purpose and use of offered Services. Misleading others as to the existence of cooperation, association, relationship or acting on behalf of VUI is prohibited.

 

5. Information Security and Privacy

VUI is dedicated to protecting information security and privacy data protection and to promote compliance with applicable rules set forth by the Commonwealth of Massachusetts and, among others, European Union. VUI will take reasonable steps to secure Data received by you in a manner consistent with reasonable business practice and applicable law.

To the extent applicable, this Agreement shall be supplemented by General Data Protection Rules Compliance form available through the VUI website.

Any observation or potential breach of Data protected under this Agreement may be reported to VUI via the VUI website.

VUI reserves the right to close Customer's account due to any material breach of the provisions of these Terms or violations of applicable law or in the event of illegal use of the offered Services

VUI shall not be liable for any damage suffered by the Customer or any End-user arising due to the suspension or closing the account by the Customer or for other reasons arising from the Customer's fault.

 

6. Limitation of Liability

  • VUI does not guarantee compatibility of offered Services with other producers' software and/or equipment and products. The Customer shall bear responsibility for the choice and consequences following from the use of other software and/or equipment and products, including its applicability to the Customer's objectives. Please be aware that due to the complexity of long-distance data transmission there is no possibility to ensure an absolute security, accessibility and continuity of the provided Service.

  • VUI shall bear no liability in particular for:

    • disturbances in accessibility of offered products and Services not caused by VUI,

    • damage suffered by the Customer, End-user or any other person or entity arising due to the suspension or closing the account by the Customer or for other reasons arising from the Customer's fault,

    • damage suffered by the Customer as a result of a third party using any personal information that enables such Customer to access the provided Services,

    • damage to the Customer or the impossibility to use offered Services including damage actually suffered, the loss of expected benefits, data loss, damage or computer crash, the costs of substitute equipment and software, shut-down, company reputation infringement,

    • consequences of failure to perform or improper performance of obligations undertaken by other users even though such an obligation has been undertaken using offered Services.

  • VUI AND ITS AFFILIATES ASSUME NO RESPONSIBILITY WITH RESPECT TO THE YOUR  USE OF THE WEBSITE, SOFTWARE, OR SERVICES AND WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXTRAORDINARY, EXEMPLARY OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF USE, BUSINESS INTERRUPTIONS, LOSS OF DATA, LOSS OF PROFITS, AND LOST REVENUE, WHETHER SUCH DAMAGES ARE ALLEGED IN TORT, CONTRACT OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT VUI IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THE DISCLAIMER SET FORTH ABOVE IS NOT ENFORCEABLE IN ANY PARTICULAR JURISDICTION, VUI’s LIABILITY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED IN THE RELEVANT JURISDICTION.

  • YOUR USE OF THE VUI WEBSITE, OR VUI SOFTWARE, AND/OR SERVICES WILL BE AT YOUR OWN RISK AND ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”. VUI AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES, CONDITIONS AND REPRESENTATIONS OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

 

7. Miscellaneous

  • Choice of Law; Jurisdiction. The law of the Commonwealth of Massachusetts will govern this Agreement and these Terms. You hereby consent to, and waive all defenses of lack of personal jurisdiction and inconvenient forum with respect to, the jurisdiction and venue of the federal and state courts located in Suffolk County, Massachusetts (USA). YOU WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING THAT TAKES PLACE RELATING TO OR ARISING OUT OF THESE TERMS. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms and is hereby expressly excluded.

  • Export of Services or Technical Data. You may not export or re-export the Services, or any direct product thereof, including, without limitation, technical data, in violation of any laws of the United States and/or the laws of the jurisdiction in which you are using the Services. Without limitation by the laws of your jurisdiction, the Services may not be exported or re-exported: (a) into any embargoed country; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders. You will not provide the Services, or any direct product thereof, including, without limitation, technical data, to a person or entity located in, under control of, or a national or resident of any such country or on any such list.

  • If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms will otherwise remain in full force and effect and enforceable.

  • No Assignment by You. You may not assign your rights or obligations under these Terms without the prior written consent of VUI, which VUI may refuse in its sole discretion. Any attempted assignment without prior written consent from VUI will be deemed null and void. VUI may assign its right and/or obligations under these Terms at any time. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

  • No waiver of any provision of these Terms, nor consent by VUI to the breach of or departure from any provision of these Terms, will in any event be binding on or effective against VUI unless it be in writing and signed by a duly authorized representative of VUI, and then such waiver will be effective only in the specific instance and for the specific purpose for which given.

  • Entire Agreement. These Terms are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of these Terms, and any modifications must be in a writing signed by both parties, except as otherwise provided herein.

  • Independent Contractors. No agency, partnership, joint venture or employment relationship is created by these Terms or your use of the Services, and you do not have any authority of any kind to bind VUI in any respect whatsoever.

  • Force Majeure. VUI will have no liability to you, your users, or any third party for any failure by VUI to perform its obligations under these Terms in the event that such non-performance arises as a result of the occurrence of an event beyond the reasonable control of VUI, including, without limitation, an act of war or terrorism, natural disaster, failure of electricity supply, riot, civil disorder, or civil commotion or other force majeure event.

  • Hosting Services. VUI has entered into arrangements with one or more third parties for hosting services that are essential to the Services, incorporated within the Services and without which the Services could not be provided to you.