This End User License Agreement governs the Customer’s licensing and use of any VoiceOwl Bot Pvt. Ltd. services obtained, accessed, or purchased by the Customer. VoiceOwl and the Customer are each individually referred to as a “Party,” and collectively as the “Parties” to this Agreement.
THE TERMS AND CONDITIONS CONTAINED HEREIN (THE “AGREEMENT”) APPLY TO ALL USE OF THE SOFTWARE AND SERVICES PROVIDED BY VOICEOWL BOT PVT. LTD. TO YOU AND THE ORGANIZATION YOU REPRESENT (COLLECTIVELY, THE “CUSTOMER”). BY ACCESSING OR USING ANY OF VOICEOWL’S SOFTWARE OR SERVICES, THE CUSTOMER AGREES TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.
THIS AGREEMENT IS DEEMED EFFECTIVE ON THE DATE IT IS ACCEPTED BY THE CUSTOMER.
IN THE EVENT THAT A SEPARATELY NEGOTIATED AND EXECUTED MASTER AGREEMENT EXISTS BETWEEN VOICEOWL AND THE CUSTOMER WITH RESPECT TO THE PROCUREMENT OF THE SERVICES, SUCH AN AGREEMENT SHALL PREVAIL, AND THIS AGREEMENT WILL NOT APPLY.
1. DEFINITION CLAUSE
1.1 Agreement
“Agreement” refers to this document, including any related schedules, addendums, exhibits, and Statements of Work or Order Forms executed hereunder between the Parties.
1.2 Confidential Information
“Confidential Information” includes all technical and non-technical information in both tangible and intangible forms, such as product design information, software code, technical information, customer information, discounting, cost and pricing information, financial information, and any results or methodologies derived by the Customer when conducting benchmark testing of the SaaS Service. However, “Confidential Information” does not include information that the recipient can reasonably prove:
(i) was known to the recipient prior to disclosure by the disclosing party,
(ii) became part of the public domain through no fault or breach of this Agreement by the recipient,
(iii) was disclosed to the recipient in good faith by a third party not under an obligation of confidence to the disclosing party, or
(iv) was compelled to be disclosed by a court of competent jurisdiction, provided the recipient first notifies the disclosing party to allow it an opportunity to contest or limit the disclosure.
1.3 Customer
“Customer” refers to the legal entity listed in the Purchase Document that purchases, licenses, uses, or accesses the Products and/or Services.
1.4 Customer Data
“Customer Data” means all electronic information provided or made available by or on behalf of the Customer to VoiceOwl for use in connection with the provision of this Agreement.
1.5 Intellectual Property Rights
“Intellectual Property Rights” refers to all rights on a worldwide basis, including:
(a) Rights associated with works of authorship, including copyrights, moral rights, and mask work rights;
(b) Trademark, service mark, and trade name rights, and similar rights under applicable law;
(c) Rights in Confidential Information and trade secrets;
(d) Patents and patentable rights;
(e) Rights to inventions, discoveries, improvements, know-how, formulas, algorithms, processes, technical information, and other technology;
(f) Other intellectual and industrial property rights arising by law, contract, license, or otherwise; and
(g) All registrations, applications, renewals, and extensions related to any of the foregoing, including goodwill, associated benefits, privileges, causes of action, and remedies (e.g., the right to sue for past, present, and future infringements).
1.6 Order Form
“Order Form” refers to an ordering document specifying the Products or Services purchased by the Customer and the associated fees. The Order Form is deemed to incorporate the terms herein by reference. Together with the Statement of Work, it constitutes the “Purchase Documents.”
1.7 Personal Data
“Personal Data” refers to information provided to VoiceOwl under this Agreement that identifies a natural person, directly or indirectly, including:
(i) Name, address, location data, telephone number, social security/national identification number, IP address, account numbers, account balances, account histories; or other factors specific to a natural person’s physical, physiological, genetic, mental, economic, cultural, or social identity; and
(ii) Any equivalent terms defined under applicable Data Privacy Laws.
1.8 Services
“Services” refer to the services made available by VoiceOwl to the Customer under this Agreement, as described in the ordering documents.
1.9 Users
“Users” includes individuals identified in the applicable Order Form, as well as Customer employees, agents, or contractors authorized by the Customer to use the Services, including administrators of the Customer’s implementation of the Services.
2. GRANT OF LICENSE
2.1 Product License
Subject to the terms and conditions of this Agreement, including, but not limited to, the applicable restrictions set forth in Section 2.3 below, and contingent upon the Customer’s full compliance with the scope, timely payment, service period, and other terms indicated in the applicable Order Form associated with this Agreement, VoiceOwl hereby grants the Customer a limited, personal, non-exclusive, revocable, non-transferable license to access and use the Product in its original form as delivered by VoiceOwl. This license is solely for the Customer’s internal business purposes and must comply with the terms of this Agreement and all applicable laws, rules, and regulations.
Users are not permitted to use the Product on behalf of third parties without prior written consent from VoiceOwl. Customers must not exceed the scope of their license, share account credentials with other Users, or provide unauthorized access to additional features of the Product. Any modification, reverse engineering, reverse compiling, or disassembly of the Product is expressly prohibited.
2.2 Accessibility of Product
The Customer may permit its employees, consultants, contractors, subcontractors, and agents (collectively referred to as “Authorized Users”) to use the Products and/or Services for internal business operations. The Customer is responsible for ensuring that:
Each Authorized User adheres to the licensing terms and confidentiality standards as outlined in this Agreement.
Authorized Users maintain confidentiality standards no less stringent than those specified herein.
The Customer acknowledges that “Authorized Users” refers to individuals to whom the Customer has provided user identifications and passwords. During the term of this Agreement, Authorized Users shall not share login credentials for accessing the Services. The Customer remains fully responsible for its Authorized Users’ compliance with this Agreement.
2.3 Restrictions
The Customer shall not, and shall not permit its Authorized Users or any other third party to:
(i) Copy, reverse engineer, modify, decompile, or attempt to derive the source code of the Services or any related data, or engage in any activity that interferes with the Services’ functionality;
(ii) Resell, rent, distribute, sublicense, or share the Services for the benefit of any third party or for purposes not explicitly authorized in this Agreement;
(iii) Probe, scan, test the vulnerability of, or breach the Services’ security or authentication measures;
(iv) Access the Services to develop or build a competitive product or service; or
(v) Use the Services in violation of this Agreement, any applicable laws, or the rights of any third parties.
2.4 Customer Responsibilities
The Customer shall:
(a) Be fully responsible for ensuring its Authorized Users’ compliance with this Agreement;
(b) Use commercially reasonable efforts to prevent unauthorized access to or use of the Product; and
(c) Notify VoiceOwl immediately upon becoming aware of any unauthorized access or use of the Product.
2.5 Suspension
VoiceOwl reserves the right to suspend the Customer’s access to the Product and/or Services if, in VoiceOwl’s reasonable opinion:
(i) The Customer or any Authorized User breaches this Agreement;
(ii) Suspension is necessary for safety purposes or to prevent a security breach;
(iii) Suspension is required to prevent potential damages or losses to VoiceOwl or a third party; or
(iv) Payments are more than thirty (30) days overdue.
3. CONFIDENTIALITY CLAUSE
3.1 Obligation
Each Party acknowledges that, during the term of this Agreement, it may acquire information or knowledge of the other Party that is deemed Confidential Information. Each Party agrees that, during the term of this Agreement and for as long as such information remains confidential or proprietary to the disclosing Party:
It will treat all such information as confidential.
It will not disclose such information to any third party without prior written consent.
It will not use such information except to fulfill the objectives of this Agreement.
Each Party shall take all reasonable precautions to safeguard the confidentiality of all Confidential Information disclosed by the other Party, including:
(a) Precautions the disclosing Party takes to protect its own Confidential Information; and
(b) Any additional precautions reasonably requested by the disclosing Party or its authorized representative.
Neither Party shall remove or deface any confidentiality or proprietary notices placed on the Confidential Information by the disclosing Party.
3.2 Return of Confidential Information
Upon written request by the disclosing Party at any time, the receiving Party shall:
(a) Promptly return to the disclosing Party all Confidential Information, including all documents or media containing the Confidential Information and any copies or extracts thereof in the receiving Party’s possession or control; or
(b) Promptly destroy all Confidential Information, including all copies or extracts thereof, and provide the disclosing Party with written certification of such destruction signed by an authorized representative of the receiving Party.
3.3 Survival of Obligations and Penalty
The obligations of confidentiality shall remain in effect for a period of three (3) years from the date of disclosure, unless the information falls under one of the exclusions. For trade secrets, confidentiality obligations shall continue for as long as the Confidential Information remains a trade secret.
Unauthorized use or disclosure of Confidential Information may result in substantial harm, for which monetary damages may be an insufficient remedy. The disclosing Party is entitled to seek appropriate equitable relief, including injunctions, in addition to any other remedies available at law or in equity, in the event of a breach or threatened breach of this Section.
4. INTELLECTUAL PROPERTY RIGHTS
4.1 Ownership
As between the Customer and VoiceOwl, the Customer acknowledges that all ownership of the Product resides with VoiceOwl and its licensors. The Product is proprietary to VoiceOwl and its licensors and is protected by applicable intellectual property laws. The Customer’s access to the Product is provided under a license and not sold.
VoiceOwl (on behalf of itself and its licensors) reserves all rights not expressly granted to the Customer, including, without limitation, the rights to alter, modify, update, enhance, improve, or create derivative or collective works based on the Product. The Intellectual Property Rights of VoiceOwl (as defined below) constitute valuable and confidential property of VoiceOwl and its licensors.
The Customer may use the Product solely as permitted under this Agreement and may not modify, adapt, translate, or create derivative or collective works based on the Product without VoiceOwl’s prior written consent. As between the parties, VoiceOwl retains all rights, title, and interest in and to the Product, excluding User Content, and including, without limitation:
Ancillary and interface software,
All current and future enhancements, revisions, new releases, and updates,
Any derivative or collective works based on the Product,
Documentation,
Copyrights, trademarks, trade secrets, patents, and goodwill associated therewith, and
Images, photographs, illustrations, graphics, audio, and video created by or for VoiceOwl in connection with the Product.
These collectively constitute the “Company Intellectual Property Rights.”
4.2 Customer Data
The Customer retains ownership of its Customer Data and all Intellectual Property Rights associated with such data. The Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of its Customer Data.
The Customer represents and warrants that it has obtained and will maintain all rights, consents, and permissions necessary to collect, store, transmit, and use its Customer Data as contemplated by this Agreement. This includes granting VoiceOwl the necessary rights outlined herein, all without violating or infringing upon:
(i) Any applicable laws,
(ii) Third-party rights (including intellectual property, confidentiality, or privacy rights), or
(iii) Any applicable data privacy laws or privacy policies.
The Customer agrees to indemnify, defend, and hold VoiceOwl harmless from any and all third-party claims arising from allegations that Customer Data was not collected, stored, or processed in compliance with applicable laws, including data privacy laws.
4.3 License to User Content
Subject to the limitations contained in this Agreement, the Customer grants VoiceOwl a non-exclusive, worldwide, royalty-free license to collect, copy, store, access, analyze, and use Customer Data as necessary to:
Provide the Products and/or Services to the Customer, and
Improve, enhance, train, or develop the capabilities of the Products, on an anonymized and/or aggregated basis, if the Customer utilizes the self-optimizing artificial intelligence features of the Products.
VoiceOwl may also use the data to:
Track the Customer’s usage of the Products, and
Monitor the performance of the Products.
VoiceOwl shall process the Customer Data in accordance with its internal data management policies and applicable data privacy laws.
5. TERMINATION
5.1 Term
This End User License Agreement (EULA) becomes effective on the date of acceptance by the Customer and remains operative for the duration specified in the Purchase Document. Any extension of this EULA requires the express written consent of both Parties.
5.2 Termination
Either Party may terminate a Purchase Document under the following conditions:
By providing thirty (30) days’ written notice to the other Party.
If the other Party commits a material breach of this Agreement and fails to cure such breach within thirty (30) days of receiving written notice from the non-breaching Party.
If the Customer fails to meet its payment obligations as agreed in the Purchase Document.
If either Party files for bankruptcy, becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver appointed to manage its assets or affairs.
Additionally, VoiceOwl may terminate this Agreement immediately in the event of a breach of Sections 2 (Grant of License), 3 (Confidentiality Clause), or 4 (Intellectual Property Rights) of this Agreement.
5.3 Effect of Termination
Upon termination of a Purchase Document:
The Customer’s right to use the Products and/or Services licensed under the terminated Purchase Document will immediately end.
Upon termination of this Agreement:
The Customer’s right to use VoiceOwl’s Products and/or Services will immediately cease.
The Customer must permanently delete all instances of the Product from its and its Authorized Users’ computer systems and devices.
The Customer must return or destroy VoiceOwl’s Confidential Information in accordance with the terms of this Agreement.
Within ten (10) business days following termination, the Customer shall pay any outstanding fees and non-cancellable expenses due under the applicable Purchase Document(s).
5.4 Suspension Due to Non-Compliance with the EULA
Notwithstanding any other legal remedies available, VoiceOwl reserves the right, at its sole discretion, to limit or suspend the Customer’s activity by:
Removing the Customer’s access to the Products and/or Services either temporarily or indefinitely, or
Suspending or terminating the Customer’s account and refusing further access to the Software.
This action may be taken if:
(a) The Customer breaches any terms and conditions of this EULA or related usage policies;
(b) The Customer provides false, inaccurate, incomplete, or incorrect information;
(c) The Customer’s actions cause harm, damage, or loss to other customers, users, or VoiceOwl; or
(d) The Customer engages in illegal or unauthorized use of the Software.
6. FEES AND EXPENSES
The following terms apply in the case of a direct purchase of services from VoiceOwl:
6.1 Payment of Services
The Customer shall pay VoiceOwl the charges outlined in the Purchase Document (the “Fees”). Fees are invoiced according to the schedule specified in the Purchase Document, and reimbursable expenses are invoiced in arrears.
All VoiceOwl invoices are due and payable by the Customer immediately upon the invoice date unless otherwise specified in this Agreement. Except as expressly stated in this Agreement, all Fees and expenses are non-cancellable and non-refundable.
6.2 Taxes
All Fees are exclusive of taxes and levies. Any transaction taxes arising from the use of the Product or receipt of the Services under this Agreement shall be the sole responsibility of the Customer, excluding taxes based on VoiceOwl’s net income.
If VoiceOwl is legally required to collect or pay taxes for which the Customer is responsible under this Section, the applicable amount shall be invoiced to and paid by the Customer unless the Customer provides VoiceOwl with a valid tax exemption certificate issued by the appropriate taxing authority.
7. CUSTOMER OBLIGATION
The Customer agrees to defend, indemnify, and hold VoiceOwl harmless against any third-party claims, and to compensate VoiceOwl for any resulting costs or damages arising from such claims, in connection with the Products and/or Services, where such claims arise due to or in connection with:
(i) Any modifications of the Products and/or Services, or any parts thereof, made by any party other than VoiceOwl or its authorized agents;
(ii) The use of the Products and/or Services in combination with any program, equipment, or device not supplied, authorized, or recommended in writing by VoiceOwl;
(iii) The continuation of allegedly infringing activity by the Customer after being notified of such infringement, or the Customer’s failure to install any Updates or Maintenance Releases provided by VoiceOwl; or
(iv) The Customer’s use of the Products and/or Services in a manner not materially compliant with the terms of this Agreement.
8. COMPLIANCE WITH LAWS
Each Party is responsible for obtaining and maintaining, at its own cost and expense, all necessary regulatory approvals, licenses, and permits applicable to its and its affiliates’ business or necessary to perform its obligations and exercise its rights under this Agreement.
Each Party represents and warrants that it will comply at all times with all applicable laws relevant to its business and obligations under this Agreement.
Each Party assumes the risk and financial responsibility for any changes in laws that affect its business or the performance of its obligations under this Agreement.
9. USAGE COMPLIANCE
VoiceOwl may, but is not obligated to, monitor or audit the Customer’s usage of the SaaS Services to ensure compliance with this Agreement and the applicable Order Form, including but not limited to compliance with SaaS Usage Restrictions.
Upon written notice, VoiceOwl may require the Customer to attest to its compliance with SaaS Usage Restrictions. If such verification or attestation reveals any noncompliance by the Customer, its Affiliates, or Authorized Users, the Customer shall:
Pay any applicable Fees resulting from such noncompliance, and
Promptly cure, and cause its Affiliates and Authorized Users to cure, the noncompliance.
These obligations do not waive VoiceOwl’s other rights under this Agreement or under applicable law or equity.
10. REPRESENTATIONS AND WARRANTIES
Each Party represents and warrants to the other Party the following:
10.1 Legal Formation and Standing
It is a duly formed entity, validly existing, and in good standing under the laws of the jurisdiction in which it is formed.
10.2 Authority and Capacity
It has the requisite power and authority to execute, deliver, and perform its obligations under this Agreement and any related statements of work. The execution, delivery, and performance of this Agreement:
(a) Have been duly authorized by its requisite officials,
(b) Will not conflict with, result in a breach of, or constitute a default under any agreement to which it is a party or by which it is bound, nor constitute an event that, with notice and/or lapse of time, would result in such default,
(c) To its knowledge, will not violate or conflict with any applicable law, and
(d) Are not subject to any proceeding, pending or threatened, that challenges or could materially and adversely affect this Agreement or the transactions contemplated under it.
10.3 Licenses and Qualifications
It is duly licensed, authorized, or qualified to do business and is in good standing in all jurisdictions where such authorization is required for its business activities or ownership of assets, except where the failure to do so would not materially affect its ability to fulfill its obligations under this Agreement.
10.4 Litigation and Legal Compliance
There is no outstanding or, to the best of its knowledge, pending or threatened litigation, arbitration, or other dispute to which it is a party that, if decided unfavorably, would materially and adversely affect its ability to fulfill its obligations under this Agreement. Additionally, it has not violated any applicable laws or regulations.
11. Limitation of Liability
Each Party to this Agreement represents and warrants to the other Party that
11.1 IN NO EVENT SHALL VOICEOWL BE LIABLE FOR ANY LOSS OF PROFITS OR REVENUES OR COSTS OF PROCUREMENT OR SUBSTITUTE GOODS, SERVICES, RIGHTS OR TECHNOLOGY, OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOSS OF BUSINESS, GOODWILL, REPUTATION OR LOSS OR CORRUPTION OF DATA), HOWEVER CAUSED AND WHETHER ARISING FROM CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, IRRESPECTIVE OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, VOICEOWL WILL NOT BE LIABLE FOR ANY DAMAGES CAUSED BY THE PRODUCTS AND/OR SERVICES IF SUCH PRODUCTS AND/OR SERVICES ARE PROVIDED FOR NO FEE.
11.2 EXCEPT AS PROVIDED IN SECTION 11.3, THE MAXIMUM AGGREGATE LIABILITY OF VOICEOWL UNDER OR IN RELATION TO THIS AGREEMENT FOR ANY AND ALL CLAIMS, LOSSES OR DAMAGES SHALL, IN NO EVENT, EXCEED, THE ACTUAL FEES PAYABLE BY CUSTOMER UNDER THE RELEVANT PURCHASE DOCUMENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE FIRST CLAIM ARISES.
11.3 EXCLUSIONS.
THE LIMITATIONS OF LIABILITY SET FORTH IN SECTION 11.2 SHALL NOT APPLY WITH RESPECT TO (I) ANY DAMAGES ARISING FROM INTENTIONAL MISCONDUCT OR FRAUD (II) CUSTOMER’S OBLIGATIONS UNDER SECTION 2 (PRODUCT LICENSE), OR (III) TO ANY FEES OWED BY THE CUSTOMER UNDER THIS AGREEMENT OR RELEVANT PURCHASE DOCUMENT.
12. FORCE MAJEURE
12.1 Force Majeure means and includes an event beyond the control of the Parties, which prevents a Party from complying with any of its obligations under this Agreement, including but not limited to act of God (such as, including but not limited to, fires, explosions, earthquakes, drought, tidal waves and floods), war, hostilities (whether war be declared or not), invasion, act of foreign enemies, mobilization, requisition, embargo, rebellion, revolution, insurrection, or military or usurped power, acts or threats of terrorism, lockouts, strikes, lockdowns, government sanctions, epidemic, pandemic, quarantine, Governments prohibitory orders/notifications/rules.
12.2 Neither Party will be in breach of this Agreement, or otherwise liable to the other Party, as a result of any delay or any non-performance of any actions if, but only to the extent that, the delay or non-performance is owing to a Force Majeure Event, provided the Party affected by the Force Majeure Event promptly notifies the other Party of the nature and extent of the circumstances giving rise to the Force Majeure Event; (b) uses appropriate measures to mitigate the effect of the Force Majeure Event; (c) invokes its disaster recovery arrangements immediately (where the Service Provider is affected by the Force Majeure Event) and explores all possible options and arranges for alternative supplies to be sourced from elsewhere or from back-up service providers, with approval of Client , to ensure the Service Provider continues to meet its obligations under this Agreement and maintain continuity of Services under the Agreement; (d) throughout the Term, the Service Provider must have in place contingency and disaster recovery arrangements, sufficient/appropriate insurance covered that will minimize any interruption or disruption to the supply of the Services (including interruptions and disruptions caused by Force Majeure Event), subject to payment of Insurance by first party, If the Force Majeure Event continues for more than thirty (30) calendar days, then either Party may terminate the Agreement upon written notice to the other Party. There will be no obligation of one Party to pay the other Party in case uninterrupted Services are not rendered by the other Party as agreed under this Agreement during the continuity of Force Majeure Event.
13. Governing laws and Dispute Resolution
This Agreement is governed by the laws of the State of Madhya Pradesh India without reference to conflicts of law rules. For any dispute relating to this Agreement, the Parties consent to personal jurisdiction and the exclusive venue of the courts in Indore, India. Any notice provided by one Party to the other under this Agreement will be in writing and sent by electronic mail to the official email address. If any provision of this Agreement is found unenforceable, this Agreement will be construed as if it had not been included.
14. Legal Fees
If a dispute between the named Parties arises and leads to legal action, the prevailing Party shall be entitled to any court costs, including, but not limited to reasonable attorneys’ fees.
15. No Assignment
This Agreement shall insure to and be binding upon the undersigned and their respective heirs, representatives, successors and permitted assigns. This Agreement may not be assigned by either party without the prior written consent of the other party.
16. Legal Notice
Any legal notice or other communication required or permitted to be made or given under the Agreement will be in writing and sent by (a) personal delivery, in which case notice shall be deemed to have been given on the date of delivery; (b) by a nationally-recognized overnight delivery service, in which case notice shall be deemed to have been given the business day after deposit of such notice with such service, or (c) email, in which case notice shall be deemed to have been given upon the earlier of confirmed receipt (e.g., a party receiving an email response) or the next business day after confirmed sending of such email. All Notices will be sent to 165, RNT MARG, Indore – 452001, Madhya Pradesh with a cc to [email protected] and all notices to the Customer shall be sent to such address and email as designated by the Customer in the Purchase Document. Each Party may change its notice address upon five (5) business days’ notice, with notice given in accordance with this Section.
17. Severability
The illegality, invalidity or unenforceability of any provision of this Agreement under the law of any jurisdiction to which any Party is subject shall not affect the legality, validity or enforceability of the other provisions hereof.
18. Waiver
No failure of either Party to exercise, and no delay by it in exercising, any right, power or remedy in connection with this Agreement (each a “Right”) will operate as a waiver thereof, nor will any single or partial exercise of any Right preclude any other or further exercise of such Right or the exercise of any other Right. Any express waiver of any breach of this Agreement shall not be deemed to be a waiver of any subsequent breach.
11. LIMITATION OF LIABILITY
11.1 General Limitation
In no event shall VoiceOwl be liable for any loss of profits, revenues, or costs related to the procurement of substitute goods, services, rights, or technology. VoiceOwl shall not be liable for any special, indirect, incidental, punitive, exemplary, or consequential damages, including but not limited to loss of business, goodwill, reputation, or corruption of data, regardless of the cause and whether arising from contract, tort, or any other theory of liability, even if VoiceOwl has been advised of the possibility of such damages.
Furthermore, VoiceOwl shall not be liable for any damages caused by the Products and/or Services if such Products and/or Services are provided at no cost.
11.2 Maximum Liability
Except as provided in Section 11.3, the maximum aggregate liability of VoiceOwl under or in connection with this Agreement shall not exceed the total Fees payable by the Customer under the relevant Purchase Document in the twelve (12) months immediately preceding the date of the first claim.
11.3 Exclusions
The limitations in Section 11.2 shall not apply to:
(i) Damages arising from intentional misconduct or fraud,
(ii) The Customer’s obligations under Section 2 (Product License), or
(iii) Any Fees owed by the Customer under this Agreement or relevant Purchase Documents.
12. FORCE MAJEURE
12.1 Definition
A Force Majeure Event refers to circumstances beyond a Party’s reasonable control that prevent it from fulfilling its obligations under this Agreement. These events include, but are not limited to, acts of God (e.g., fires, earthquakes, floods), war, acts of foreign enemies, terrorism, rebellion, strikes, government sanctions, pandemics, quarantines, and prohibitory government orders.
12.2 Effect of Force Majeure
Neither Party shall be liable for delays or non-performance caused by a Force Majeure Event, provided that the affected Party:
(a) Notifies the other Party promptly of the nature and extent of the Force Majeure Event,
(b) Takes reasonable measures to mitigate its impact, and
(c) Invokes disaster recovery arrangements immediately to minimize disruption.
If a Force Majeure Event persists for more than thirty (30) calendar days, either Party may terminate the Agreement upon written notice. Neither Party shall be required to pay the other for Services not rendered during the Force Majeure Event.
13. GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement is governed by the laws of the State of Madhya Pradesh, India, without reference to conflicts of law rules.
For any disputes arising under this Agreement, the Parties consent to the exclusive jurisdiction and venue of the courts located in Indore, India.
All notices under this Agreement must be sent in writing via electronic mail to the designated email addresses. If any provision of this Agreement is deemed unenforceable, the remainder of the Agreement will be construed as if the unenforceable provision were not included.
14. LEGAL FEES
In the event of a legal dispute arising under this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys’ fees and court costs from the other Party.
15. NO ASSIGNMENT
This Agreement is binding upon and will inure to the benefit of the Parties and their respective heirs, representatives, successors, and permitted assigns. Neither Party may assign this Agreement without the prior written consent of the other Party.
16. LEGAL NOTICE
Any legal notice or communication required or permitted under this Agreement must be in writing and delivered via:
(a) Personal delivery (deemed delivered on the date of delivery),
(b) Nationally recognized overnight delivery service (deemed delivered the next business day), or
(c) Email (deemed delivered upon confirmed receipt or the next business day after confirmed sending).
Notices to VoiceOwl must be sent to:
165, RNT Marg, Indore – 452001, Madhya Pradesh, India
Email: [email protected]
Notices to the Customer must be sent to the address and email specified in the Purchase Document. Either Party may update its notice address with five (5) business days’ prior notice.
17. SEVERABILITY
If any provision of this Agreement is deemed illegal, invalid, or unenforceable under applicable law, such provision shall be modified to the minimum extent necessary to render it enforceable. The remainder of the Agreement shall remain in full force and effect.
18. WAIVER
The failure of either Party to exercise any right, power, or remedy under this Agreement shall not constitute a waiver of such right, power, or remedy. No single or partial exercise of any right precludes further exercise of that or any other right.
An express waiver of any breach of this Agreement shall not be deemed a waiver of any subsequent breach.