Terms & Conditions

These Terms of Use (“Terms”) describe the terms under which We provide subscribers access to and use of Our Service(s) (“You”, “Your”, “Yourself”). By accessing and/or using Our Service, a)- You agree to be bound by these Terms and acknowledge having read the privacy policy located at Privacy Policy | Whispervocal. b)- You warrant to Us that You are of 18 years or above and are competent to enter into this agreement c)- That, in the event You are entering into these Terms on behalf of any entity/company or its group, You possess the requisite authority to bind such entities, company or its groups to these Terms. If You do not agree to these Terms, You should immediately cease using our Service(s). You and Us will be individually referred to as Party and collectively as Parties.

01. Your Rights

Subject to Your compliance with these Terms and solely during the Subscription Term, You shall have the limited, non-exclusive, revocable right to access and use the Service(s) for Your business communication purposes in accordance with the subscription plan specifically stated in the Website or in an Order Form.

02. Your Responsibilities

2.1 Your Account:

Your access and use of the Service(s) is restricted to the specified number of individual Users as specified in the relevant Order Form executed between Us and Yourself. Each User shall be identified using unique login information such as usernames and passwords (“User Login”) and such User Login shall be used only by one individual.

2.2 Acceptable Use:

You agree not to (a)- license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service(s) available to any third party, other than Users in furtherance of Your business communication purposes as expressly permitted by these Terms; (b)- modify, adapt, or hack the Service(s) or otherwise attempt to gain or gain unauthorized access to the Service(s) or related systems or networks; (c)- use the Service(s) in violation of applicable laws and regulations, including but not limited to violation of any person’s privacy rights, export control laws/regulations; (d)- use the Service(s) to transmit any content that is unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory; (e)- use the Service(s) to knowingly, transmit, upload, link to, send or store any viruses, malware, trojan horses, time bombs, or any other similar harmful software; (f)- “crawl,” “scrape,” or “spider” any page, data, or portion of or relating to the Service(s) (through use of manual or automated means); (g)- use the Service(s) to send unsolicited commercial communications (h)- access or use the Service(s) for purposes of creating derivative works based on, or developing or operating products or services for third-parties in competition with the Service(s).

2.3 Where You use the Service(s), You acknowledge that it is not intended for making calls to any emergency services and that We shall have no liability arising from use of the Service(s) to make emergency calls. Further You understand and agree that the Service(s), which are provided over the internet, shall not be used to connect to Indian fixed line/ mobile numbers, except where You have the requisite permissions or licenses under Indian law.

2.4 If We inform You that a specified activity or purpose is prohibited with respect to the Service(s), You will immediately cease using the Service(s) for such prohibited activity or purpose.

2.5 You represent and warrant to Us that You own or have the necessary rights to transmit the Customer Content to Us and that doing so does not violate any applicable law, proprietary or privacy rights.

03. Service(s)

3.1 You may request a demo of Our Service(s) or a trial of the Service(s) by creation of accounts for trial use for a limited period of time (“Trial Period”). The Trial Period shall be subject to these Terms and any additional terms that We specify. We, in Our sole discretion, shall have the right to terminate the Service(s) and Your right to use the Service(s) at any time during the Trial Period and for any reason, without being liable to You.

3.2 Any enhancements, new features or updates (“Updates”) to the Service(s) are also subject to these Terms and We reserve the right to deploy Updates at any time.

3.3 The features and functions of the Service(s), including the APIs may change over time; provided, however, We will not materially decrease the overall functionality of the Service(s).

3.4 The Service(s) may temporarily be unavailable due to scheduled downtime for upgrades and maintenance in which case We shall use commercially reasonable endeavors to notify You in advance.

3.5 If You are in any of the following businesses You may not use Our Service(s) and You agree that We may immediately terminate Your use of the Service(s) without any liability if You are in any of the following businesses: PC support, printerfix services, airline ticket books, traditional healer and spell casting, customized computers, online toy store, instant email, SEO services, technical support and antivirus services, technical support, web designing and online dating.

04. Intellectual Property Rights

4.1 Except for the rights granted to You under clause 1, all rights, title and interest in and to all intellectual property and/or proprietary rights, title and interest in or related to the Service(s), including patents, inventions, copyrights, trademarks, domain names, trade secrets or know-how (collectively, “Intellectual Property Rights”) shall belong to and remain exclusively with Us.

4.2 You own the rights to the Customer Content that You provide to Us. We do not claim ownership over such Customer Content. You grant to Us a royalty-free license and right to use the Customer Content solely to provide, support, maintain and improve the Service(s). We shall have a right and license to incorporate into the Service(s) or otherwise use any suggestions, enhancement requests, recommendations or other feedback We receive from You.

4.3 We reserve Our rights to re-use any and all techniques and know-how gathered by Us while providing the Service(s) to You. All rights not expressly provided to You herein are reserved.

05. Third Party Services

5.1 The Service(s) enables integration with a wide range of Third-party Service(s). You acknowledge and agree that Your use of Third-party Service(s) will be subject to the terms and conditions and privacy policies of such third-party and that We shall not be liable for Your enablement, access or use of such Third-party Services, including Your data processed by such third party. It is Your responsibility to ensure that each Third-Party Services is compatible with the Services. You should contact that Third-party service provider for any issues arising in connection with use of such Third-party Service. You represent and warrant that You have obtained and maintained necessary authorizations, approvals and permissions from Users and individuals with whom Users interact when using Third-party Service(s), for Us to Process such Customer Content for the purpose of providing the Service(s).

5.2 When You authorize integration with Third-party Service(s), You authorize Us to access and store certain data provided by the Third-party Service(s) and any other information that the Third-party Service(s) makes available to Us, and to Process it in accordance with these Terms.

5.3 You are responsible for authorizing the integration of the Third-party Service(s) and ensuring Our access to and the transmission of Customer Content through the Service(s). We will not be liable for ensuring the accuracy and sufficiency of Customer Content submitted to and transmitted through the Service(s). You acknowledge and agree that We shall have no liability for claims arising due to Your violation of this clause.

06. Fair Use Policy

6.1 If You have subscribed to an unlimited plan for the Service(s), then all unlimited plans shall be used only for (a)- normal business purposes; (b)- live dialog between two individuals.

6.2 As a part of the user verification process, You may be requested to provide Us the following information for each number: name, ID number, place of residence or business (street, number, zip code, city, country), corresponding IP address, business registration certificate where the User is a legal entity and any other relevant information (the “User Information”). You shall keep the User Information up to date and shall ensure that any User Information provided to Us identifies the true user of that number.

6.3 Upon Our request, You shall submit to Us within 24 hours (i) the User Information and (ii) all other relevant information concerning the services You are providing. Further, You shall provide contact details of a representative responsible for handling law enforcement agency requests and responding to Our communications.

6.4 If You have subscribed to the plan which provides unlimited calling service (office phone system plans), all incoming and outgoing call are subjected to fair usage limit and upon reaching the limit, user shall be shifted to Call Center Solution plans. In this case, user might get charged extra for calling after crossing fair usage limit.

6.5 Users cannot share the account with their other colleagues/Users.

07. Charges and Payment

7.1 Subscription Charges: Unless otherwise mentioned in an Order Form, the Subscription Charges are due in full and payable in advance, in accordance with clause 7.3, when You subscribe to the Service(s). The Subscription Charges shall be specified on Our Website(s) or in an Order Form. However, do note that the Subscription Charges are subject to periodic changes/revisions, however such changes shall be promptly communicated to You in advance.

7.2 Other Charges: We may invoice You an administrative fee of up to three hundred (200) USD per complaint of abusive or fraudulent usage of a Whispervocal Number in Your Account and/or per request for information received from a competent law enforcement authority. This administrative fee constitutes reimbursement for the costs incurred by Us, as determined solely by Us.

7.3 Payment: You agree to provide Us with Your credit card information for billing purposes (“Payment Method”), and You represent and warrant that You are authorized to use the designated Payment Method and that You authorize Us (or our third-party payment processor) to charge Your Payment Method for the total amount of Your Subscription Charges. You hereby authorize Us or Our authorized agents, as applicable, to bill Your credit card upon Your subscription to the Service(s) (and any renewal thereof). Unless otherwise specifically stated in an Order Form.

7.4 Whispervocal Pricing: The standard prices, offerings and terms of Whispervocal pricing plans are available at https://whispervocal.com/#pricing and shall be applicable to You based on the plan You subscribe to.

7.5 Payment Dispute: In case of any dispute over the Subscription Charges, a request for such dispute shall be raised by You within a period of 7 (seven) days of receipt of the invoice, failing which it shall be deemed that there is no dispute in relation to Your Subscription Charges.

7.6 Refunds & Cancellation Fee: For more information, please read Our Refund Policy.

7.7 Late Payments/Non-payment of Subscription Charges: You acknowledge that credit card payments are subject to the approval of the card issuer and We will not be liable in any way if a card issuer refuses to accept a payment for any reason. We will notify You in the event We do not receive payment towards Subscription Charges within the due date. We must receive payments within a maximum of ten (7) days from the date of Our notice. If We do not receive payment within the foregoing time period, in addition to the right to other remedies available under law, We may (a)- suspend Your access to and use of the Service(s) until We receive Your payment towards the Subscription Charges as specified and/or (b)- terminate Your Account.

7.8 Other Terms: The Subscription Charges are exclusive of any applicable communications service or telecommunication provider (e.g., carrier) fees or surcharges including internet charges (collectively, “Communication Charges”). You will pay all Communications Charges associated with your use of the Service(s). Airtime and other measured usage is billed in full-minute increments, and actual airtime and usage are rounded up to the next full-minute increment at the end of each call for billing purposes. If pay per minute billing applies within Your plan, We charge a full minute of airtime usage for every fraction of the last minute of airtime used on each call.

08. Term, Termination and Suspension

8.1 Termination by You: You may terminate one or more of Your Account(s) in the event We materially breach these Terms, provided that You shall provide an advance notice of such breach and afford Us not less than thirty (30) days to cure such breach. In case of such termination, We shall, pro-rata, refund the Subscription Charges for the remainder of the Subscription Term.

8.2 Suspension and Termination by Us: In addition to suspension for late payment or non-payment of Subscription Charges, We may suspend Your access to and use of Your Account or the Service(s) if You are in violation of these Terms. We will notify You if Your activities violate these Terms and, at Our sole discretion, provide You with a period of fifteen (15) days (“Cure Period”) to cure or cease such activities. If You fail to cure or cease such activities within said Cure Period or if We believe that such breaches cannot be cured, Your Account shall be terminated. We may also terminate a Trial Period in accordance with clause 3.1. Further, We also reserve the right to terminate Your Account at any time by written notice due to business reasons which shall include discontinuation of the Service(s).

8.3 Termination for Insolvency: Notwithstanding anything contained herein, either Party may terminate these Terms with notice if the other Party becomes insolvent, makes or has made an assignment for the benefit of creditors, is the subject of proceedings in voluntary or involuntary bankruptcy instituted on behalf of or against such Party (except for involuntary bankruptcies which are dismissed within sixty (60) days), or has a receiver or trustee appointed for substantially all of its property.

8.4 Effect of Terminating Your Account: Following the termination of Your Account either by Yourself or by Us, We shall delete all Customer Content in Our possession within two (2) years of the date of effective termination (“Retention Period”). Within such Retention Period, You may export the Customer Content by writing to Us at contact@whispervocal.com. Further, all Whispervocal Numbers allocated to You shall be deactivated upon termination of Your Account. Additionally, all unused calling credits shall be cancelled, unless otherwise communicated by Us in writing.

09. Confidentiality; Data Privacy and Security

9.1 If You choose, or are provided with, a user identification code, login, password or any other piece of information as part of Our security procedures, You must treat such information as confidential. You must not disclose it to any third party. We shall have the right to disable any user identification code or password, whether chosen by You or allocated by Us, at any time, if in Our reasonable opinion, You have failed to comply with any of the provisions of these Terms. We will not be responsible for any activities, including any attempted or actual access or loss of data occurring in Your Account as a result of your non-compliance of obligations under this clause.

9.2 Confidentiality obligations: Each of the Parties will protect the other’s Confidential Information from unauthorized use, access or disclosure in the same manner as each of the Parties protects its own Confidential Information, and in any event, no less than reasonable care. Except as otherwise expressly permitted pursuant to these Terms, each of the Parties may use the other’s Confidential Information solely to exercise its respective rights and perform its respective obligations under these Terms and shall disclose such Confidential Information solely to those of its respective employees, representatives and agents who have a need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of, and not misuse, such Confidential Information. The provisions of this clause shall supersede any non-disclosure agreement by and between the Parties entered prior to these Terms that would purport to address the confidentiality of Customer Content and such agreement shall have no further force or effect with respect to Customer Content.

9.3 Security of Customer Content: We shall use appropriate technical and organizational measures to protect the Customer Content. The measures used are designed to provide a level of security appropriate to the risk of Processing the Customer Content. We shall, without undue delay, notify You of any accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to the Customer Content processed by Us.

9.4 In providing the Services We shall Process Customer Content in accordance with these Terms and Our Privacy Policy to provide, maintain and improve the Service(s), prevent or address any technical problems, or at Your request in connection with support requests. We will process any Personal Data originating from the EU (including United Kingdom and Switzerland) and USA in accordance with the Data Protection Agreement (DPA).

9.5 You understand and acknowledge that, in connection with the use of the Service(s) by Yourself, Your Users and/or End Users, We Process any Personal Data only on Your behalf and as a data processor.

9.6 You acknowledge and agree that We may access or disclose information about You, Your Account, Users, including Customer Content in order to (a)- comply with the law or respond to lawful requests or legal process; or (b)- prevent any infringement of group companies’ or Our customers’ proprietary rights. Additionally, You agree to fully cooperate and disclose any information required by Us (within 24 hours) pursuant to any request or order from law enforcement authorities. Further, at Our sole discretion, any suspected fraudulent, abusive, or illegal activity by You may be referred to law enforcement authorities.

9.7 We shall reasonably assist You, at Your expense, in meeting Your obligations under applicable data protection laws.

10. Disclaimer of Warranties

10.1 The service(s), including all server and network components are provided on an “as is” and “as available” basis. all express or implied representations and warranties, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement, are hereby excluded.

10.2 You acknowledge that we do not warrant that the access to the service(s), which is provided over internet and various telecommunications networks, all of which are beyond our control, will be uninterrupted, timely, secure, error-free or free from viruses or other malicious software.

11. Limitation of Liability

11.1 To the fullest extent permitted by applicable law, in no event will either party be liable to any person for any indirect, incidental, special, punitive, cover or consequential damages (including, without limitation, damages for lost profits, lost revenue, lost sales, lost goodwill, loss of use or lost content, impact on business, business interruption, loss of anticipated savings, loss of business opportunity) however caused, under any theory of liability, including, without limitation, contract, tort, warranty, breach of statutory duty, negligence or otherwise, even if a party has been advised as to the possibility of such damages or could have foreseen such damages. To the maximum extent permitted by applicable law, our aggregate liability and that of our affiliates, officers, employees, agents, suppliers and licensors, relating to the service(s), will be limited to an amount equal to one hundred united states dollars ($100).

11.2 In jurisdictions which do not permit the exclusion of implied warranties or limitation of liability for incidental or consequential damages, our liability will be limited to the greatest extent permitted by law.

11.3 Notwithstanding anything else to the contrary, We disclaim all liabilities, to the maximum extent permitted by law, with respect to the services offered during the trial period.

12. Indemnification

Indemnification by You: You will indemnify and hold Us harmless against any claim brought by a third party against Us, Our respective employees, officers, directors and agents arising from Your acts or omissions in connection with these Terms provided that (a)- We promptly notify You of the threat or notice of such a claim, (b)- You will have the sole and exclusive control and authority to select defense attorneys, defend and/or settle any such claim; and (c)- We shall fully cooperate with You in connection therewith.

13. Miscellaneous

13.1 Assignment: This Agreement and any rights or obligations hereunder may not be assigned by You without Our prior written consent, whereas We can assign any of Our rights and obligations hereunder without Your prior written consent. This Agreement binds, and inures to the benefit of, the Parties and their respective successors and permitted assigns.

13.2 Amendment: We may amend these Terms from time to time, in which case the new Terms will supersede prior versions. We will notify You not less than ten (7) days prior to the effective date of any amendments to these Terms and Your continued use of the Service(s) following the effective date of any such amendment may be relied upon by Us as Your acceptance of any such amendment.

13.3 Severability; No Waiver: If any provision in these Terms is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by applicable law, and the remaining provisions of these Terms shall remain in effect. Our non-exercise of any right under or provision of these Terms does not constitute a waiver of that right or provision of These Terms.

13.4 Relationship of the Parties: The Parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship among the Parties.

13.5 Survival: All clauses which, by their nature are intended to survive, including without limitation Clauses 4 (Intellectual Property Rights), 7 (Charges and Payment), 8 (Term, Termination and Suspension), 9 (Confidentiality; Data Privacy and Security), 10 (Disclaimer of Warranties), 11 (Limitation of Liability), 12 (Indemnification), 13 (Miscellaneous) and 14 (Definitions) shall survive any termination of Our agreement with Yourself regarding the use of the Service(s). Termination shall not limit either Party’s liability for obligations accrued as of or prior to such termination or for any breach of These Terms.

13.6 Notices and Consent to Electronic Communications: All notices from Us under these Terms may be delivered in writing by electronic mail to the e-mail address provided to Your Account. Our address for a notice is: contact@Whispervocal.com. All notices shall be deemed to have been given immediately upon delivery by electronic mail.

13.7 Publicity Rights: You hereby grant Us a royalty-free, worldwide, transferable license to use Your trademark or logo to identify You as Our customer on Our websites and/or marketing collateral.

13.8 Entire Agreement: These Terms, together with any Order Forms, constitute the entire agreement, and supersede any and all prior agreements between Us and Yourself with regard to the subject matter hereof. In the event of a conflict between the terms of any Order Form and these Terms, the Terms shall prevail. In case of a conflict between two Order Forms, the Order Form later in date shall prevail.

13.9 Force Majeure: Notwithstanding anything to the contrary contained elsewhere, We shall not be liable for unavailability of the Service(s) caused by circumstances beyond Our reasonable control, such as, but not limited to, acts of God, acts of government, acts of terror or civil unrest, pandemic, epidemic, technical failures beyond Our reasonable control (including, without limitation, inability to access the internet, unauthorized loss, distribution or dissemination of Customer Content), or acts undertaken by third parties, including without limitation, distributed denial of Service attacks.

14. Definitions

When used in these Terms with the initial letters capitalized, in addition to terms defined elsewhere in these Terms, the following terms have the following meanings:

Account	Means any accounts or instances created by You or on Your behalf for access and use of the Service(s).
API	Means the application programming interfaces developed, enabled by or licensed to Us that permits access to certain functionality provided by the Service(s).
Whispervocal Numbers	Means the phone numbers provided by Us to You as a part of the Services.
Confidential Information	Means all information disclosed by one Party to the other Party which is in tangible form and labelled “confidential” (or with a similar legend) or which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. For purposes of These Terms, Customer Content shall be deemed Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include any information which (a)- was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (b)- becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (c)- is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party’s files and records prior to the time of disclosure; (d)- is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality; (e)- is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s possession; or (f)- is required by law to be disclosed by the receiving party, provided that the receiving party shall, to the extent legally permitted, give the disclosing party written notice of such requirement prior to disclosing so that the disclosing party may seek a protective order or other appropriate relief.
Customer Content	Means all electronic data, text, messages, call logs, contact information, personal data or other materials, including without limitation Personal Data of Users and End Users, submitted to the Service(s) by You through Your Account in connection with Your use of the Service(s).
Documentation	Means any written or electronic documentation, images, video, text or sounds specifying the functionalities of the Service(s) provided or made available by Us to You or Your Users through the Service(s) or otherwise.
End User	Means any person or entity other than You or Your Users with whom You interact using the Service(s).
GDPR	Means the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the Processing of Personal Data and on the free movement of such data and repealing Directive 95/46/EC (General Data Protection Regulation).
Order Form	Means any service order form or statement of work specifying the Service(s) subscribed to, particular features and functionalities in the Service(s) that You wish to avail and the Subscription Term.
Personal Data	Means data relating to a living individual who is or can be identified either from the data or from the data in conjunction with other information that is in, or is likely to come into, the possession of the data controller.
Processing/To Process	Means any operation or set of operations which is performed upon Personal Data, whether or not by automatic Means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction.
Service(s)	Means the cloud-based proprietary communication platform found at https://whispervocal.com/ and any new services that We may introduce as a service to which You may subscribe to, and any updates, modifications or improvements thereto, including individually and collectively, the API and any Documentation.
Subscription Charges	Means all charges associated with Your Account and use of the Service(s).
Subscription Term	Means the period during which You have agreed to subscribe to the Service(s) specified in the relevant Order Form.
Third-party Service(s)	Shall mean third party application(s) or service(s) integrating with the Service(s) through APIs or otherwise enabled through the Service(s) which require You to have Your own accounts with such third-party application(s) or service(s) in order to utilize them.
User	Means those who are designated users within the Service(s), including an Account administrator, agents and other designated users.
Website	Means and any other websites that We own or operate including whispervocal.com
We, Our, Us, Whispervocal	Shall mean the entity that will be mentioned in the invoice when You subscribe to Our Service(s).