Effective date: November 18th, 2018
Storyflow, Inc., (“Voiceflow,” “Company,” “us,” or “we”), provides www.GetVoiceflow.com andthe other websites under the GetVoiceflow.com domain (collectively, the “Sites”), and our SaaSproduct, web design software, tools, and related services (together with the Sites, the “Service”)subject to your compliance with all the terms, conditions, and notices contained or referencedherein (the “Terms of Service” or the “Agreement”).
If you have questions regarding this Agreement or about Voiceflow, please contact us by emailat [email protected], or at:
410 Adelaide St W Suite 610Toronto, ON M5V 1S8
2. Acknowledgement and acceptance of terms
In addition, when using the Service, you shall be subject to any posted guidelines or rulesapplicable to the Service that may contain terms and conditions in addition to those in the Termsof Service. By using the Service or accessing the Sites, you agree to the Terms of Service,
Our Service may integrate with other services on a number of platforms provided by thirdparties. Please be aware that your activities on each of these platforms may be subject toadditional terms of service for that particular platform.
Certain parts of the Service may be subject to additional terms and conditions specified by usfrom time to time; your use of such Service is subject to those additional terms and conditions,which are incorporated into these Terms of Service by this reference. Prices of the Service aresubject to change upon 30 days’ notice from us. Such notice may be provided at any time byposting the changes to the Voiceflow Site or the Service itself. Voiceflow shall not be liable toyou or to any third party for any modification, price change, suspension, or discontinuance of theService.
The Service is available only for individuals aged 13 years or older. If you are age 13 or olderbut under the age of 18, or the legal age of majority where you reside if that jurisdiction has anolder age of majority, then you agree to review these Terms of Service with your parent or
guardian to make sure that both you and your parent or guardian understand and agree to theseTerms of Service. You agree to have your parent or guardian review and accept these Terms ofService on your behalf. If you are a parent or guardian agreeing to these Terms of Service forthe benefit of a child over the age of 13, then you agree to and accept full responsibility for thatchild’s use of the Service, including all financial charges and legal liability that he or she mayincur. We may, in our sole discretion, refuse to offer the Service to any person or entity andchange the eligibility criteria for using the Service at any time. The right to access the Service isrevoked where these Terms of Service or use of the Service is prohibited or to the extentoffering, sale, or provision of the Service conflicts with any applicable law, rule or regulation.
If you are entering into these Terms of Service on behalf of a company or other legal entity, yourepresent that you have the authority to bind such entity, its affiliates, and all users who accessthe Service through your account to these Terms of Service, in which case the terms “you” or“your” shall refer to such entity, its affiliates, and users associated with it. If you do not havesuch authority, or if you do not agree with these Terms of Service, you must not accept theseTerms of Service and you may not use the Service. You further agree that you assume allresponsibility and liability in connection with your use of the Service on behalf of such acompany or other legal entity, and you shall be solely responsible for all disputes, if any, thatarise due to your use of the Service on behalf of such a company or other legal entity.
4. Account information
- Your responsibility for your account. You are responsible for taking all steps toensure that no unauthorized person shall have access to your account orpassword. When creating your account, you must provide accurate and completeinformation. We encourage you to use “strong” passwords (passwords that use acombination of upper- and lowercase letters, numbers, and symbols) with your account.It is your sole responsibility to: (i) control the dissemination and use of your account andpassword, and (ii) promptly inform us of any need to deactivate an account or password.We are not liable for any harm related to the theft of passwords, or your disclosure ofpasswords. You shall immediately notify us of any unauthorized use of your account orpassword or any breach of confidentiality. You are solely responsible for any damageresulting from the use of your account and username. You may not use your account orpassword to breach security of another account.
5. What we own
Except for User Content (defined below), all materials on the Service including the mini-applications that integrate other applications and services (“Recipes”) and the Service itself andall Intellectual Property Rights contained therein or related thereto, including text, graphics, userand visual interfaces, photographs, trademarks, logos, sounds, music, artwork, applications,computer code and associated documentation (collectively, the “Content”), including but notlimited to the design, structure, arrangement, and “look and feel” of such Content, is owned byor licensed to us and our licensors and is protected by copyright, trademark, and otherintellectual property rights and laws.
Other than as provided herein, Voiceflow does not grant to user any license, express or implied,to the intellectual property of Voiceflow or its licensors. Except as expressly provided in theTerms of Service, no part of the Service and no Content may be copied, reproduced, sold,republished, transmitted, displayed, reposted, or otherwise distributed for public or commercialpurposes.
Subject to the terms and conditions of this Agreement, Voiceflow provides you with a non-exclusive, revocable license to use the Service, including the Recipes, as expressly permittedby the features and functionality of the Service and the Terms of Service. Voiceflow mayterminate this license at any time for any reason or no reason.
6. User Content
We may now or in the future allow you to post or publish content on or upload content to theService, including but not limited to voice app templates or functionality created and contributedby you. Any content a user submits, posts, displays, or otherwise makes available on theService, including all Intellectual Property Rights (defined below) therein, is referred to as “UserContent.” You retain ownership of your User Content. We have no obligation to store, maintain,or provide you a copy of your User Content. You alone are responsible for any of your UserContent that may be lost or unrecoverable through your use of the Service.
Additionally, you may choose to or we may invite you to submit comments, ideas, or feedbackabout the Service, including without limitation about how to improve the Service or our products(“Feedback”). By submitting any Feedback, you agree that your disclosure is gratuitous,unsolicited, and without restriction and will not place Voiceflow under any fiduciary or otherobligation, and that we are free to use the Feedback without any additional compensation toyou, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. Youfurther acknowledge that, by acceptance of your submission, Voiceflow does not waive anyrights to use similar or related Feedback previously known to Voiceflow, or developed by its
employees, or obtained from sources other than you. Additionally, you acknowledge that allemail and other correspondence that you submit to us shall become our sole and exclusiveproperty.
For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights,copyright rights, moral rights, rights of publicity, trademark, trade dress and service mark rights,goodwill, trade secret rights and other intellectual property rights as may now exist or hereaftercome into existence, and all applications therefore and registrations, renewals, and extensionsthereof, under the laws of any state, country, territory, or other jurisdiction.
You own all of the User Content you post or publish (“post”) on the Service. You grant us a non-exclusive, royalty-free, perpetual, transferable, sub-licensable, worldwide license to use, modify,reproduce, display, and distribute your User Content on the Service for the purposes ofoperating and providing the Service to you and other users (“User Content License”). Youunderstand and agree that the Service is a public platform and other users may search for, see,use, and/or re-post any User Content that you make publicly available through the Service.
Your obligations to end users
- Roles. Voiceflow is a “service provider” to you, and you are a “customer” of our Servicesirrespective of whether you pay fees to obtain the Services. Any natural personsaccessing or using your Voiceflow created voice apps and other software created by youon our Services are deemed your “end users.” Voiceflow does not have a directrelationship with any of your end users, therefore Voiceflow is not responsible for howyou handle end user information.
- Applicable laws. You may have additional obligations under local law other than thosedescribed in this Terms of Service. Such obligations may be more restrictive than thisTerms of Service. Use of the Services does not ensure compliance with such laws, noris Voiceflow responsible for your compliance with such laws.
- Security safeguards. You will use all reasonable efforts to protect information collectedfrom end users via your use of the Services, including any personal information obtainedfrom unauthorized access or use. In the event you discover that the end user informationcollected by you has been breached, compromised, or inadvertently exposed to non-authorized third parties, you shall notify Voiceflow promptly of such a breach or exposureincluding the root cause, remediation steps, and compensating controls to ensure such abreach does not occur in the future.
- Security notification. You are responsible for providing notification to your end users,third parties, or authorities under the applicable breach notification statutes and anyother applicable data protection laws. You acknowledge that you are solely responsiblefor any personal injury or property damage arising from or relating to your use of anyServices.
- Privacy. You acknowledge and agree that you are solely responsible for providing anyrequired notices and obtaining all required consents from end users in connection withany use of the Services. Your notice and consent must be compliant with all applicabledata protection and security laws and regulations. Without limiting the foregoing, beforecollecting or using any end user information, you must provide adequate notice of theend user information you collect, how it will be used and/or shared, and obtain anynecessary consents required under the applicable data protection laws and regulations.You agree to comply with all data protection laws and regulations (including thoseapplying to personal information) in connection with your access and use of theServices.
- Privacy rights. You will respond to any end users wishing to exercise their privacyrights, under the applicable law, as it relates to any information collected via your use ofthe Services. For example, if end users located in certain jurisdictions may exercise a“right to be forgotten” (or “erasure”) to the information you have collected about them,you shall comply with their request as required by applicable law. For clarity, you aredirectly responsible (or, the “data controller”) for the information processed by your useof the Services, including any information processed via third-party applications availableon the Services. Voiceflow is not a data controller to such information and is notresponsible for responding to end users on your behalf. To the extent Voiceflow receivesa request from an end user or authority about your use of the Services, Voiceflow willnotify you as permitted by law.
- You agree that any User Content that you post does not and will not violate any law orinfringe any rights of any third party, including without limitation any Intellectual PropertyRights, publicity rights, or rights of privacy. If you think any User Content infringes yourrights, or if you want to challenge User Content that has been taken down from the site,please refer to Voiceflow’s Copyright Policy in Section 13 below. We reserve the right,but are not obligated, to reject and/or remove any User Content that we believe, in oursole discretion, violates the Agreement.
- You agree not to post User Content that: may create a risk of harm, loss, damage, physical or mental injury, emotionaldistress, death, disability, disfigurement, or physical or mental illness to you, to anyother person, to any animal or to any property seeks to harm or exploit children by exposing them to inappropriate content, askingfor personally identifiable details or otherwise may constitute or contribute to a crime or tort contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, harassing, humiliating to other
people (publicly or otherwise), libelous, threatening, profane, or otherwise
- contain software or other material that violates or invades the intellectual property rights (or rights of privacy or publicity) of any third party
- includes any information or content to which you have not obtained any necessary rights or permissions to use accordingly or to make available under any law or under contractual or fiduciary relationships
- contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets)
- contains any information or content that you know is not correct and current, or
- is adult in nature, such as any nudity in a sexual context, exposed genitalia, or any content with adult themes. Use of the Service
- Your use of the Service is subject to all applicable laws and regulations.
- You may not: use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device,program, algorithm or methodology, or any manual process to access, acquire, copy,or monitor any portion of the Service or any Content or obtain or attempt to obtainany materials, documents or information through any means not purposely madeavailable through the Service attempt to gain unauthorized access to any portion of the Service or any Content, orany systems or networks connected to the Service, by hacking, password “mining”,or any other illegitimate means probe, scan, or test the vulnerability of the Service or any Content, or any system ornetwork connected to the Service reverse look-up or trace any information of any other user or visitor or otherwise usethe Service for the purpose of obtaining information of any other user or visitor transmit spam, chain letters, or other unsolicited email take any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure upload invalid data, viruses, worms, or other software agents through the Service impersonate another person or otherwise misrepresent your affiliation with a person or entity, conduct fraud, hide, or attempt to hide your identity disclose any information that you do not have the consent to disclose (such as confidential information of others, including their personally identifiable information) use any device, software, or process to interfere with, or attempt to interfere with, theproper working of the Service or any Content, or any systems or networks connected to the Service, or with any other person’s use of the Service conduct, engage in or otherwise process end user information or data to analyze individuals or groups of natural persons for unlawful or discriminatory purposes use the Service or any Content for any purpose that is unlawful or prohibited by the Terms of Service, or
• store or collect any personally identifiable information that is deemed sensitive orrequires special protections under applicable laws. For example, Social Securitynumbers, passwords, and credit card information
3. Any unauthorized use of the Service or any Content may violate copyright, trademark,and other applicable laws and could result in criminal or civil penalties.
Use of software
Any software that is accessed via the Service shall be governed by the terms of the licenseagreement that accompanies the software or is posted with the software on the Sites where thesoftware can be accessed; however, if no such license agreement is made available, we grantyou a limited, revocable, worldwide, royalty-free, non-assignable, non-exclusive license to usethe software for your personal, non-commercial use in accordance with the Terms of Service. Inthe event of any inconsistency between the Terms of Service and any license agreement, thelicense agreement shall govern in relation to the software.
You may not decompile, reverse engineer, or otherwise attempt to discover the source code ofthe software. You do not have the right to sublicense the Service, download or modify anyportion of the Service, or resell the Service. If you violate the Terms of Service, we reserve theright to terminate your license to the Service without notice.
The software may automatically update from time to time. These updates are designed toimprove, enhance, and further develop the software and may take the form of bug fixes,enhanced functions, new software modules, and completely new versions. You agree to receivesuch updates (and permit us to deliver these to you with or without your knowledge) as part ofyour use of the software.
8. Third-party contenta. User Content
We are not responsible for and do not necessarily hold the opinions expressed by our users,content contributors, and third parties; such opinions and other statements are theirs alone, notopinions of Voiceflow. Content created by users or third parties is the sole responsibility of suchusers or third parties and its accuracy and completeness are not endorsed or guaranteed. Youacknowledge that by providing you with the ability to view and post content through our Service,Voiceflow is not undertaking any obligation or liability relating to the content. Voiceflow and itsaffiliates, successors, assigns, employees, agents, directors, officers, and stockholders (i) donot undertake or assume any duty to monitor our site for inappropriate or unlawful content and(ii) assume no responsibility or liability which may arise from the content thereof, including, butnot limited to, claims for defamation, libel, slander, infringement, invasion of privacy andpublicity rights, obscenity, pornography, profanity, fraud, or misrepresentation. Notwithstandingthe foregoing, Voiceflow reserves the right to block or remove communications, postings, ormaterials at any time in our sole discretion.
Voiceflow takes no responsibility and assumes no liability for any User Content that you or anyother user or third party posts or sends over the Service. Voiceflow assumes no liability for yourinteractions with other users, or for any user’s action or inaction. You are solely responsible foryour User Content and the consequences of posting or publishing it, and you agree that we are
only acting as a passive conduit for your distribution and publication of your User Content. Youunderstand and agree that you may be exposed to User Content that is inaccurate,objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agreethat Voiceflow shall not be liable for any damages you allege to incur as a result of UserContent. Voiceflow reserves the right, but has no obligation, to monitor disputes between youand other users.
We may provide links to third-party websites. We do not recommend or endorse the content ofany third-party website. We are not responsible for the content of linked third-party websites andwe do not make any representations or warranties regarding their content or accuracy. Your useof third-party websites is at your own risk and subject to the terms and conditions of use forsuch website. You expressly release us from any and all liability arising from your use of anythird-party website.
9. Billing and payment
Users of the Service may be required to provide their credit card details to Company or thepayment service provider retained by Company (the “PSP”). Users will be responsible for payingagreed-upon fees for the Service. Users of the Service will be liable for any taxes required to bepaid on the Service provided under the Agreement (other than taxes on the Company’sincome).
All paid plans must enter a valid payment account. Free accounts are not required to providepayment account information. An upgrade from the free plan to any paying plan will immediatelybill you.
For monthly payment plans, the Service is billed in advance on a monthly basis and is non-refundable. There will be no refunds or credits for partial months of service, upgrade/downgraderefunds, or refunds for months unused with an open account.
All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shallbe responsible for payment of all such taxes, levies, or duties.
11. Disclaimer of warranties and limitation of liability
THE SERVICE AND ALL CONTENT ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE”BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDINGWITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, CURRENTNESS, FREEDOMFROM INTERRUPTION, VIRUSES OR OTHER DEFECT, AND NON-INFRINGEMENT.
YOUR SOLE REMEDY AGAINST US FOR DISSATISFACTION WITH THE SERVICE OR ANYCONTENT IS TO STOP USING THE SERVICE OR ANY SUCH CONTENT. IN NO EVENTSHALL WE OR OUR SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS,LICENSORS, OR CONTENT PROVIDERS (OUR “AFFILIATES”) BE LIABLE FOR ANYDAMAGES, INCLUDING, WITHOUT LIMITATION, INDIRECT, CONSEQUENTIAL, SPECIAL,INCIDENTAL, OR PUNITIVE DAMAGES, RESULTING FROM THE USE OR INABILITY TOUSE THE SERVICE OR THE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT,TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE OR OURAFFILIATES ARE ADVISED ON THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VOICEFLOW ASSUMESNO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, ORINACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANYNATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OURSERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERSAND/OR ANY AND ALL INFORMATION, INCLUDING PERSONAL INFORMATION ORFINANCIAL INFORMATION, STORED THEREIN; (IV) ANY ERRORS, MISTAKES, LOSSES,DAMAGE OR UNAUTHORIZED ACCESS RESULTING FROM THE USE OF THIRD PARTYAPPLICATIONS BY YOU, BY YOUR END USERS, OR BY VOICEFLOW ON YOUR BEHALF;(V) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THESERVICE; (VI) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BETRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VII) ANYERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURREDAS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OROTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VIII) USER CONTENTOR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. INNO EVENT SHALL VOICEFLOW, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES,SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS,LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES, OR COSTS IN AN AMOUNT EXCEEDINGONE DOLLAR.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY ISBASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS,EVEN IF VOICEFLOW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THEFOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENTPERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THEEXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THEABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENTGIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTSWHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, ANDLIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENTPROHIBITED BY APPLICABLE LAW.
12. Changes to the Service, termination, and indemnity
Voiceflow is constantly innovating and finding ways to provide our users with new features andservices. Therefore, we may, without prior notice, change the Service, add features, stop
providing the Service or features of the Service to you or to users generally, or create usagelimits for the Service. We may permanently or temporarily terminate, downgrade, suspend, orprohibit your access to the Service without prior notice and liability for any reason, including if, inour sole determination, you violate any provision of this Agreement, or for no reason. Upontermination of your use of the Service, you continue to be bound by this Agreement.
You agree to defend, indemnify, and hold us and our Affiliates harmless from and against anydemands, loss, liability, claims, or expenses (including attorneys’ fees) made against us by anythird party due to or arising out of your User Content, use of the Service, violation of theseTerms of Service, or violation of any rights of another.
13. Copyright policy
Voiceflow respects the intellectual property of others, and expects users to do the same. If youbelieve, in good faith, that any materials provided on or in connection with the Service infringeupon your copyright or other intellectual property right, please send the following information toVoiceflow's Copyright Agent at: Storyflow, Inc., 410 Adelaide St W Suite 610, Toronto, ON M5V1S8, or [email protected] (subject line: "DMCA Takedown Request"):
- A description of the copyrighted work or other intellectual property that you claim hasbeen infringed, including the voice app store URL (internet address) or other specificlocation on the Service where the material you claim is infringed is located. Includeenough information to allow Voiceflow to locate the material, and explain why you thinkan infringement has taken place.
- A description of the location where the original or an authorized copy of the copyrightedwork exists — for example, the URL (internet address) where it is posted or the name ofthe book in which it has been published
- Your address, telephone number, and email address
- A statement by you that you have a good faith belief that the disputed use is notauthorized by the copyright or intellectual property owner, its agent, or the law
- A statement by you, made under penalty of perjury, that the information in your notice isaccurate, and that you are the copyright owner or authorized to act on the copyrightowner's behalf, and
- An electronic or physical signature of the owner of the copyright or the person authorizedto act on behalf of the owner of the copyright interest
If you believe that the content that was removed (or to which access was disabled) is notinfringing, or that you have the authorization from the copyright owner, the copyright owner'sagent, or pursuant to the law, to post and use the content, you may send a written counter-notice containing the following information to the Copyright Agent:
- Your physical or electronic signature
- Identification of the content that has been removed or to which access has beendisabled and the location at which the content appeared before it was removed ordisabled
- A statement that you have a good faith belief that the content was removed or disabledas a result of mistake or a misidentification of the content, and
- Your name, address, telephone number, and email address
If a counter-notice is received by the Copyright Agent, Voiceflow will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removedcontent or cease disabling it in 10 business days. Unless the copyright owner files an actionseeking a court order against the content provider, member, or user, the removed content maybe replaced, or access to it restored, in 10 to 14 business days or more after receipt of thecounter-notice, at our sole discretion.
In accordance with the DMCA and other applicable law, Voiceflow has adopted a policy ofterminating, in appropriate circumstances and at Voiceflow’s sole discretion, the membershipsof users who are deemed to be repeat infringers. Voiceflow may also at its sole discretion limitaccess to the Service and/or terminate the memberships of any users who infringe anyintellectual property rights of others, whether or not there is any repeat infringement.
14. Amendments, notification procedures, and changes tothe Agreement
We reserve the right, in our sole discretion, to modify, update, or change the Terms of Service("Updated Terms") from time to time, so you should review this page periodically. When wechange the Agreement in a material manner, we will update the “last modified” date at the top ofthis page. Your continued use of the Service after any such change constitutes your acceptanceof the new Terms of Service. If you do not agree to any of these terms or any future Terms ofService, do not use or access (or continue to access) the Service. Voiceflow is not responsiblefor any automatic filtering you or your network provider may apply to email notifications we sendto the email address you provide us.
Unless we make a change for legal or administrative reasons, we will provide reasonableadvance notice before the Updated Terms become effective. Voiceflow may provide suchnotifications, whether the notifications are required by law or are for marketing or otherbusiness-related purposes, to you via email notice, written or hard copy notice, or throughposting of such notice on our website, as determined by Voiceflow in our sole discretion.Voiceflow reserves the right to determine the form and means of providing notifications to ourusers, provided that you may opt out of certain means of notification by contacting us
at [email protected]. You agree that we may notify you of the Updated Terms byposting them on the Service, and that your use of the Service after the effective date of theUpdated Terms (or engaging in such other conduct as we may reasonably specify) constitutes
your agreement to the Updated Terms. Therefore, you should review these Terms of Serviceand any Updated Terms before using the Service. The Updated Terms will be effective as of thetime of posting, or such later date as may be specified in the Updated Terms, and will apply toyour use of the Service from that point forward. The Terms of Service will govern any disputesarising before the effective date of the Updated Terms.
15. Dispute resolution
INFORMAL NEGOTIATIONS. To expedite resolution and reduce the cost of any dispute,controversy or claim related to this Agreement (“Dispute”), you and Voiceflow agree to firstattempt to negotiate any Dispute (except those Disputes expressly excluded below) informallyfor at least thirty (30) days before initiating any arbitration or court proceeding. Such informalnegotiations will commence upon written notice. Your address for such notices is your billingaddress, with an email copy to the email address you have provided to Voiceflow. Voiceflow’saddress for such notices is Storyflow, Inc., 410 Adelaide St W Suite 610, Toronto, ON M5V 1S8.
BINDING ARBITRATION. If you and Voiceflow are unable to resolve a Dispute through informalnegotiations, all claims arising from use of the Service (except those Disputes expresslyexcluded below) finally and exclusively resolved by binding arbitration. Any election to arbitrateby one party will be final and binding on the other. YOU UNDERSTAND THAT IF EITHERPARTY ELECTS TO ARBITRATE, NEITHER PARTY WILL HAVE THE RIGHT TO SUE INCOURT OR HAVE A JURY TRIAL. The arbitration will be commenced and conducted under theCommercial Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (“AAA”)and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes(“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org. Yourarbitration fees and your share of arbitrator compensation will be governed by the AAA Rules(and, where appropriate, limited by the AAA Consumer Rules). If your claim for damages doesnot exceed $10,000, Voiceflow will pay all such fees unless the arbitrator finds that either thesubstance of your claim or the relief sought in your Demand for Arbitration was frivolous or wasbrought for an improper purpose (as measured by the standards set forth in Federal Rule ofCivil Procedure 11(b)). The arbitration may be conducted in person, through the submission ofdocuments, by phone or online. The arbitrator will make a decision in writing, but need notprovide a statement of reasons unless requested by a party. The arbitrator must followapplicable law, and any award may be challenged if the arbitrator fails to do so. Except asotherwise provided in this Agreement, you and Voiceflow may litigate in court to compelarbitration, stay proceeding pending arbitration, or to confirm, modify, vacate, or enter judgmenton the award entered by the arbitrator.
WAIVER OF RIGHT TO BE A PLAINTIFF OR CLASS MEMBER IN A PURPORTED CLASSACTION OR REPRESENTATIVE PROCEEDING. You and Voiceflow agree that any arbitrationwill be limited to the Dispute between Voiceflow and you individually. YOU ACKNOWLEDGEAND AGREE THAT YOU AND Voiceflow ARE EACH WAIVING THE RIGHT TO PARTICIPATEAS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION ORREPRESENTATIVE PROCEEDING. Further, unless both you and Voiceflow otherwise agree,the arbitrator may not consolidate more than one person’s claims, and may not otherwisepreside over any form of any class or representative proceeding. If this specific paragraph isheld unenforceable, then the entirety of this “Dispute Resolution” Section will be deemed nulland void.
16. Miscellaneousa. Assignment
This Agreement, and any rights and licenses granted hereunder, may not be transferred orassigned by you, but may be assigned by Voiceflow without restriction. Any attempted transferor assignment in violation hereof shall be null and void.
b. Governing law, international use, and users
The Terms of Service will be governed by and construed in accordance with the internal laws ofthe Province of Ontario. The Service is controlled and operated from its facilities in Canada.Although the Service may be accessible worldwide, we make no representation that the Serviceor the materials on the Service are appropriate or available for use in locations outside Canada,and accessing the Service from territories where its use is illegal is prohibited. Those whoaccess or use the Service from other jurisdictions do so at their own volition and are entirelyresponsible for compliance with all applicable Canadian and local laws and regulations,including but not limited to export and import regulations. You may not use the Service if you area resident of a country embargoed by Canada, or are a foreign person or entity blocked ordenied by the Canadian government. Unless otherwise explicitly stated, all materials found onthe Service are solely directed to individuals, companies, or other entities located in the UnitedStates.
c. Entire agreement/severability
The Terms of Service represent the entire agreement between you and us with respect to thesubject matter addressed herein and supersedes all prior to contemporaneous agreements orunderstandings, written or oral. The Terms of Service shall be binding upon and inure to thebenefit of the parties hereto and their respective successors and lawful assigns.
d. No waiver
Any failure by us to enforce or exercise any provisions of the Terms of Service shall notconstitute a waiver of that right or provision. Our failure to act with respect to a breach by you orothers does not waive our rights to act with respect to subsequent or similar breaches.
e. Attorneys’ and accountants’ fees, remedies
In any action to enforce the Terms of Service, the prevailing party shall be entitled to attorneys’and accountants’ fees and costs.
You agree that Voiceflow's remedy at law for any actual or threatened breach of this Agreementwould be inadequate and that Voiceflow shall be entitled to specific performance or injunctiverelief, or both, in addition to any damages that Voiceflow may be legally entitled to recover,together with reasonable expenses of any form of dispute resolution, including, withoutlimitation, attorneys' fees.
No right or remedy of Voiceflow shall be exclusive of any other, whether at law or in equity,including without limitation damages injunctive relief, attorneys' fees, and expenses.
No instance of waiver by Voiceflow of its rights or remedies under these terms and conditionsshall imply any obligation to grant any similar, future, or other waiver.