APPLICATION TERMS OF USE

SOFTWARE TERMS OF USE AGREEMENT

Last Updated: 1/16/2024

YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THIS PRODUCT. BY INSTALLING THE SOFTWARE, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT INSTALL THE SOFTWARE.

This application terms of use agreement (the "Terms of Use") sets forth the terms and conditions of your use of the accompanying software Utterly Voice (the "Software"). For the purposes of this Terms of Use, "you" means you, the end user, and "Licensor", "us" or "we" means Utterly Voice, LLC and its subsidiaries and affiliates.

All users who are minors in the jurisdiction in which they reside (generally under the age of 18) must have the permission of, and be directly supervised by, their parent or guardian to use the Software. If you are a minor, you must have your parent or guardian read and agree to the terms of this Terms of Use prior to you using the Software.

  1. Update of Terms. We reserve the right, in our sole discretion, to make changes or modifications to the terms and conditions of this Terms of Use at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of this Terms of Use and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review this Terms of Use to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised terms and conditions by your continued use of the Software after the date such revised Terms of Use is posted.

  2. License Grant. Licensor hereby grants to you a non-exclusive, non-assignable, non-transferable, limited license to use the Software and any related documentation (the "Documentation"), according to the provisions contained herein. You are not permitted to lease, rent, distribute, sell, or sublicense the Software or any rights therein. You also may not install the Software on a network server, use the Software in a time-sharing arrangement, or in any other unauthorized manner. Further, no license is granted to you in the human readable code of the Software (source code). Except as provided below, this Terms of Use does not grant you any rights to patents, copyrights, trade secrets, trademarks, or any other rights in the Software and Documentation. This Terms of Use does not entitle you to receive any upgrades to or newer versions of this Software.

You agree that you have no right, power, or authority to make any modifications to or unauthorized copies of the Software. You may reproduce and provide one (1) copy of the Software and Documentation for each device, computer, or workstation on which the Software is installed. Otherwise, the Software and Documentation may be copied only as essential for backup or archive purposes. You must reproduce and include all copyright notices and any other proprietary rights notices appearing on the Software and Documentation on any copies that you make.

  1. Prohibited Activities. You may not access or use the Software for any purpose other than that for which we make the Software available. The Software may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us. As a user of the Software, you agree not to:

    1. Circumvent, disable, or otherwise interfere with security-related features of the Software, including features that enforce limitations on the use of the Software.

    2. Engage in unauthorized framing of or linking to the Software.

    3. Interfere with, disrupt, or create an undue burden on the Software or the networks or services connected to the Software.

    4. Use the Software as part of any effort to compete with us or otherwise use the Software for any revenue-generating endeavor or commercial enterprise other than that of a professional keeping business records for their business.

    5. Attempt to bypass any measures of the Software designed to prevent or restrict access to the Software, or any portion of the Software.

    6. Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Software.

    7. Use the Software in a manner inconsistent with any applicable laws or regulations.

  2. In-App Purchases. The Software may offer you the option to purchase additional software and/or services. You agree that your order is an offer to buy, under these Terms of Use, all products and services listed in your order. All orders must be accepted by us or we will not be obligated to sell the products or services to you. We may choose not to accept any orders in our sole discretion. After having received your order, we will send you a confirmation email with your order number and details of the items you have ordered. Acceptance of your order and the formation of the contract of sale between us and you will not take place unless and until you have received your order confirmation email.

  3. Prices and Payment Terms. All prices posted in the Software are subject to change without notice. The price charged for a product or service will be the price in effect at the time the order is placed and will be set out in your order confirmation email. Price increases will only apply to orders placed after such changes. Posted prices do not include taxes or charges for shipping and handling. All such taxes and charges will be added to your merchandise total and will be itemized in your shopping cart and in your order confirmation email. We strive to display accurate price information, however we may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.

Terms of payment are within our sole discretion and, unless otherwise agreed by us in writing, payment must be received by us before our acceptance of an order. We accept credit card and debit card payment for all purchases. You represent and warrant that (i) the credit card information you supply to us is true, correct, and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any.

Due to the digital nature of the products sold by us, we are unable to offer returns or refunds for any purchases of said products.

  1. Delivery. The relevant product will be made available for download by you upon successful completion of your payment. We are not responsible for delays outside our control. If our supply of any products and/or services is delayed by an event outside our control, we will take steps to minimize the effect of the delay. However, this should not in any way be construed as an assumption of liability for delays caused by the event.

  2. No Assignment; No Transfer. You agree not to transfer or assign the Software and/or this Terms of Use to another party without the prior written consent of Licensor. If such consent is given and you transfer or assign the Software and/or this Terms of Use, then you must at the same time either transfer any copies of the Software and Documentation to the same party, or destroy or return to Licensor any such materials not transferred. Except as set forth above, you may not transfer or assign the Software or rights under this Terms of Use.

  3. No Modification; No Reverse Engineering. You agree not to modify, translate, reverse engineer, decompile, disassemble, or create derivative works of the Software or assist someone in performing such prohibited acts.

  4. Law; Import/Export Restrictions. You are responsible for compliance with all applicable laws, regulations, rules, and legal requirements. You agree not to import or export the Software or any Documentation (or any copies thereof), or any products utilizing the Software or any Documentation in violation of any applicable laws or regulations of the United States or the country to which you have imported or exported. You agree to indemnify Licensor from liability if you violate any such laws or regulations.

  5. Privacy Policy. We care about data privacy and security. Please review our Privacy Policy at utterlyvoice.com/about/application-privacy.html. By using the Software, you agree to be bound by our Privacy Policy, which is incorporated into this Terms of Use. Please be advised the Software is hosted in the United States. If you access the Software from the European Union, Asia, or any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Application or Services, you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed in the United States.

  6. Title. You agree that Licensor owns and holds all right, title, and interest to the Software and any Documentation, and all subsequent copies thereof regardless of the form or media. Furthermore, all title, ownership rights, and intellectual property rights in the Software and any Documentation shall remain with Licensor, including all corrections, enhancements, or other modifications made thereto. The Software and any Documentation are protected by copyright and other intellectual property laws and by international treaties. All rights not expressly granted to You under this Terms of Use are reserved by Licensor.

  7. Term and Termination. This license will be perpetual from the date that you first use the Software, if the license is not earlier terminated. You may terminate this license at any time by (i) deleting all instances of the Software and Documentation, and destroying the Software and any Documentation together with all copies and merged portions in any form, and (ii) certifying to Licensor, in writing, that all copies of the Software and Documentation have been deleted or destroyed. Your license for the Software will also terminate immediately if you fail to comply with any term or condition of this Terms of Use, file for bankruptcy, become insolvent, or are placed in receivership. Upon such termination, you agree to immediately (i) stop all use of the Software and Documentation, (ii) delete and/or destroy the Software and Documentation, together with all copies thereof, and (iii) certify to Licensor, in writing, that all copies of the Software and Documentation have been deleted or destroyed. You agree that you will not be entitled to a refund of any applicable license fee upon early termination of this Terms of Use.

  8. Disclaimer. THE SOFTWARE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SOFTWARE WILL BE AT YOUR SOLE RISK. LICENSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD PARTIES' RIGHTS. MOREOVER, IN NO EVENT WILL WARRANTIES PROVIDED BY LAW, IF ANY, APPLY UNLESS THEY ARE REQUIRED TO APPLY BY STATUTE NOTWITHSTANDING THEIR EXCLUSION BY CONTRACT. NO DEALER, AGENT, OR EMPLOYEE OF LICENSOR IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS LIMITED WARRANTY. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE REMAINS WITH YOU.

    WITHOUT LIMITING ANY OF THE FOREGOING, YOU SPECIFICALLY ACKNOWLEDGE AND UNDERSTAND THAT THE USE OF THE SOFTWARE CARRIES WITH IT A NUMBER OF RISKS, INCLUDING BUT NOT LIMITED TO: (i) INCORRECT OR ACCIDENTAL VOICE RECOGNITION INPUT, WHICH MAY RESULT IN THE UNINTENDED OR UNDESIREABLE OPERATION OF YOUR DEVICE; AND (ii) PHYSICAL STRAIN ON THE LARYNX AND/OR OTHER PARTS OF YOUR BODY THAT MAY RESULT FROM THE EXTENDED USE OF THE SOFTWARE.

  9. Limitation of Remedies. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY SHALL LICENSOR OR ITS SUPPLIERS OR RESELLERS, BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, BUSINESS INTERRUPTIONS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER PERSONAL OR COMMERCIAL DAMAGES OR LOSSES ARISING FROM THE USE OR INABILITY TO USE THE PROGRAMS (WHETHER OR NOT DUE TO ANY DEFECTS THEREIN). IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY DAMAGES EVEN IF LICENSOR SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE REASONABLY FORSEEABLE, OR FOR ANY CLAIM BY ANY OTHER PARTY. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM LICENSOR'S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. IN NO EVENT SHALL LICENSOR’S LIABILITY EXCEED THE PURCHASE PRICE PAID BY YOU FOR THE SOFTWARE.

  10. Indemnification. You agree to defend, indemnify, and hold harmless Licensor, its suppliers and its resellers from and against all liabilities, costs, damages, and expenses (including settlement costs and reasonable attorneys' fees) arising from any claims from anybody that result from or relate to your use, reproduction, or distribution of the Software, or your breach of any representation, warranty, or obligation under this Terms of Use.

  11. Severability. In the event any provision of this Terms of Use is found to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of any of the remaining provisions shall not in any way be affected or impaired.

  12. Entire Terms of Use. You further agree that this Terms of Use is the complete and exclusive statement of the agreement between you and Licensor, and supersedes all proposals or prior agreements, oral or written, and all other communications between you and Licensor relating to the subject matter of this agreement.

  13. Indemnification. You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your use of the Software; (2) breach of Terms of Use; or (3) any breach of your representations and warranties set forth in this Terms of Use. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

  14. Dispute Resolution. To expedite resolution and control the cost of any dispute, controversy, or claim related to this Terms of Use (each a “Dispute” and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least 365 days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

  15. Governing Law; Binding Arbitration. The laws of the Commonwealth of Pennsylvania shall govern the construction of this Terms of Use and you agree to be subject to personal jurisdiction in the Commonwealth of Pennsylvania for the purposes of enforcing the provisions of this Terms of Use.

If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration 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. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Montgomery County, Pennsylvania. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in Montgomery County, Pennsylvania, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non convenient with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from the terms of this Terms of Use.

In no event shall any Dispute brought by either Party related in any way to the Software be commenced more than 2 years after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

  1. Acknowledgment. By downloading, installing, or using any part of this Software, you indicate that you have read this Terms of Use, understand it, and agree to be bound by its terms and conditions.

  2. Force Majeure. Licensor shall not be liable hereunder for any failure or delay in the performance of its obligations under this Terms of Use if such failure or delay is on account of causes beyond its control, including, but not limited to, labor disputes, civil commotion, war, fires, floods, inclement weather, governmental regulations or controls, public health related orders or quarantines, casualty, government authority, strikes, or acts of God, in which event Licensor shall be excused from its obligations for the period of the delay and for a reasonable time thereafter.

  3. Waiver. The failure or delay by Licensor to require performance of any provision of this Terms of Use does not constitute a waiver. All waivers by Licensor must be provided in writing and signed by Licensor in each instance, and a waiver in one instance does not constitute a waiver in any subsequent instance.

  4. Contact. In order to resolve a complaint regarding the Application or to receive further information regarding use of the Application, please contact us at: utterlyvoiceinfo@gmail.com.

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