These Terms of Service (“Terms“) constitute a legally binding agreement between you (on behalf of an entity) (“you” or “Client“), and ByVoice Sp. z o.o., a company incorporated under the laws of Poland, with its registered office at ul. Zamknięta 10, 30-554 Kraków, Poland, VAT identification number is PL6793221755 (“ByVoice,” “Company,” “we,” “us,” or “our“), governing your access to and use of: the website located at https://byvoice.io (the “Site“), our proprietary software-as-a-service (SaaS) platform (the “Platform”), including any associated applications, APIs, or Professional Services, including but not limited to bot (further in the text also occurs as AI agents) development, system integration, implementation support, and consulting services (collectively, the “Services“).
These Terms set out the basis on which ByVoice provides you with the Services and on which you may use them.
By using any of the Services or otherwise accessing or using any part of the Services, you agree to accept and to be bound by these Terms at all time. If you do not agree with one of these, please do not use our Services.
As pertains to the Service, the Effective Date of the Terms is the earlier of the date of (a) clicking the respective button or checkbox at the time you register an account or by creating an account; or (b) by accessing or using Platform in the trial period offered by us; or (c) the effective date of the first Statement of Work (“SOW”) between you and ByVoice referencing these Terms or the effective date of the Order Form between you and ByVoice (if applicable).
IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT SUBSCRIBE TO, ACCESS, OR USE THE SERVICES.
By accessing or using the Service, you represent and warrant that:
2.1. ByVoice may provide certain professional services to the Client including but not limited to bot development, system integration, implementation support, and consulting services, as further can be described in a separate SOW (“Professional Services”). The provision of Professional Services shall commence on the date specified in the applicable SOW. Please note, the timeline and success of the Professional Services will depend in part on the Client’s timely cooperation — including access to key resources, prompt communication, and decision-making.
2.2. If the scope or nature of the Professional Services changes during the course of an engagement, both parties agree to review and discuss the impact on delivery, timing, and pricing. Any changes will be documented in writing as needed. ByVoice is not obligated to accept new or expanded work requests outside the scope of the current SOW and may require a separate agreement for any additional services.
3.1. To access certain features of the Service, you may be required to register for an account. To create an account, the Client will be required to provide certain information (e.g. name and surname, company name, email, phone number) and the Client will establish a username and a password. In case the Client adds additional Authorized Users to its account after registration, the Client shall be required to provide us with their full names, e-mail addresses of such users.
3.2. By creating an account, you agree to (a) provide accurate, current, and complete information during the registration process; (b) promptly update such information to maintain its accuracy and completeness; (c) maintain the confidentiality and security of your login credentials; (d) not share your password with any third party and take full responsibility for all activities that occur under your account, whether authorized by you or not. You are solely responsible for securing any devices, systems, or access points used in connection with your account. You must immediately notify us at security@byvoice.io of any unauthorized use of your account or any breach of security.
We reserve the right to suspend, restrict, or terminate your account or access to the Service at our sole discretion, with prior notice where reasonably possible, for any reason, including but not limited to: violation of these Terms, failure to pay applicable fees, suspected fraudulent or unlawful activity, or security concerns. In urgent cases involving security or legal risks, suspension or termination may take effect immediately without prior notice.
Subject to your continued compliance with these Terms, ByVoice grants you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to access and use the Service (including the Site, Platform and any associated software or tools) solely for your internal business purposes and in accordance with any documentation or usage parameters provided by ByVoice.
This license is granted strictly for your use or, where applicable, for the authorized users under your account (“Authorized Users”), and does not include any rights to sublicense, distribute, or make the Service available to third parties unless explicitly agreed upon in writing by ByVoice and/or specified in these Terms. You acknowledge and agree that no source code will be provided.
We reserve the right to suspend Client’s access to the Services for scheduled maintenance (with prior notice) or emergency maintenance (with or without prior notice). We reserve the right to modify the Service, introduce new features, discontinue the Service or its features, or impose usage limits at any time without prior notice. Additionally, we may temporarily or permanently terminate, downgrade, suspend, or restrict your access to the Service without liability for any reason, including if we determine that you have violated any terms of these Terms.
Client will be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like.
YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE NO PROPERTY RIGHTS OR OTHER PROPERTY RIGHTS TO THE SERVICES AS WELL AS PLATFORM; YOU FURTHER ACKNOWLEDGE AND AGREE THAT ALL SUCH RIGHTS ARE AND WILL ALWAYS BE VESTED IN BYVOICE IN FURTHERANCE OF ITS INTERESTS. Except for the rights expressly licensed to you hereunder, all title, ownership rights and any Intellectual Property Rights in and to the Services including Platform (including, without limitation, all text, graphics, all messages or items of information and any other elements which are part of the Platform individually or in combination) and any and all copies thereof are owned by ByVoice or our licensors.
Unless otherwise permitted under the White-Label License (as specified in Section 5) and/or subject to separate, express written terms provided by us permitting such conduct, you may not give, purchase, sell, trade, exchange, market, offer for sale, license, assign or otherwise transfer your rights in and to Services, whether in whole or in part, without the prior written consent of ByVoice, as well as modify, create derivative works, commercialize, or otherwise exploit the Services. Any attempt to do so shall be null and void.
The Platform may contain certain licensed materials and, in that event, ByVoice, its affiliated companies, partners and licensors have the right to enforce their rights in the event of any violation of these Terms. Any reproduction or representation of these licensed materials in any manner and for any reason is prohibited without ByVoice prior permission and, if applicable, ByVoice’s licensors and representatives. Except as expressly set forth in these Terms, all rights not granted hereunder to you are expressly reserved by ByVoice.
Among other things, you and Authorized Users agree not to do any of the following (directly or indirectly), whether through the Service or in connection with its use:
Violations of these restrictions may result in immediate suspension or termination of your account. In addition, we may report such violations to relevant law enforcement or regulatory authorities and cooperate fully with any investigations or legal proceedings.
The Client is responsible for all traffic in regard to which the Services are used, Client’s account credentials to the Services. Actions taken using the Client’s credentials shall be deemed to be actions taken by the Client, with all consequences including service fees and provision, civil and criminal penalties.
The Service is not designed, intended, or permitted for use in emergency communications, including but not limited to calls to 911, 112, or any other emergency service. You shall not use the Service to place, simulate, support, or interfere with emergency calls or services. Any such use is strictly prohibited and may result in immediate termination of your account and reporting to the relevant authorities.
To the fullest extent allowed by law, you agree to take full responsibility for any data, applications, files, information, or materials you input into the Platform by or on behalf of the Client (hereinafter – “Client Content”) while using the Services. Additionally, you agree not to use the Services to submit any Client’s Content that (1) violates these Terms; (2) is unlawful, fraudulent, obscene, defamatory, threatening, harassing, hateful, or otherwise objectionable; (3) contains any personal data about minors without proper parental consents; (4) violates or encourages any conduct that would violate any applicable law or regulation or would give rise to civil or criminal liability; (5) infringes any Intellectual Property Rights; (6) contains viruses, malware, or other harmful code that could damage the Service or any user’s device.
We reserve the right, but are not obligated, to monitor, review, remove, or disable access to any Client Content at our sole discretion, at any time, with or without notice, and for any reason or no reason. This right may be exercised to ensure compliance with these Terms, applicable laws, or to protect the integrity and security of our Services.
You retain ownership of your Client’s Content. However, you are solely responsible for any of your Client’s Content that may be lost or become unrecoverable through your use of the Services. We are not obligated to store, maintain, or provide you with a copy of your Client’s Content.
By providing Clients Content to the Services, you grant ByVoice a non-exclusive, royalty-free, transferable, sub-licensable, worldwide right and license to use, modify, reproduce, display your Client’s Content on the Service for the limited purposes of operating and providing the Service to you. ByVoice may implement additional functionality allowing Client to upload data into a knowledge base for training and personalization of AI agents.
This Section applies if your Subscription Plan explicitly includes White-Label rights.
Subject to your full compliance with these Terms and the scope defined in your Subscription Plan, ByVoice grants you a limited, non-exclusive, non-transferable, and sublicensable license to access and offer Service under your own brand (“White-Label License”), for the duration of your Subscription Plan.
This White-Label License permits you to customize designated elements of the Platform (such as logos, colors, domain, and interface labeling) and to present it to your own clients (“End Clients”) as your proprietary solution. However, this does not grant you ownership or any broader rights to the underlying Platform, technology, or intellectual property of ByVoice.
You are solely responsible for the contractual relationship between you and your End Clients. ByVoice is not a party to, and bears no liability under, any agreements you enter into with your End Clients. You must ensure that your End Clients agree to terms of use that:
You are liable for all use of the Software by your End Clients and any breach by them of the terms described above as if it were your own.
ByVoice reserves the right to suspend or restrict access to the Service for any End Client of a White-Label Customer if such End Client engages in any violation of these Terms, including but not limited to spam, fraud, or unauthorized use. Such action may be taken directly against the End Client’s access without terminating the Customer’s account, and ByVoice may notify you of such action where reasonably practicable.
ByVoice does not receive, process, or have access to any payments made by your End Clients to you. Any payment information displayed in the Platform (e.g., for invoicing or billing purposes) is provided solely for informational or operational support and does not constitute payment processing by ByVoice. All financial transactions are conducted solely between you and your End Clients. For the avoidance of doubt we can receive payment confirmation notifications from your payment processor and reflect the corresponding information in your End Clients account balances.
Customization under the White-Label License is limited to the features and parameters specified in your Subscription Plan or documentation provided by ByVoice. You may not represent yourself as the creator or developer of the Platform or imply any ownership of ByVoice’s technology.
ByVoice reserves the right to approve, restrict, or revoke any branding or interface changes that violate applicable law, mislead users, or conflict with ByVoice’s Platform standards.
You are free to determine your own pricing and business model for offering the White-Labeled Platform to End Clients. However, you remain responsible for all fees owed to ByVoice under your selected plan, regardless of your own billing or revenue collection arrangements.
Unless otherwise agreed in writing, you are responsible for providing first-line support to your End Clients. ByVoice will only provide support to you and not directly to End Clients. However, ByVoice may, at its sole discretion and upon separate written agreement, provide direct support to an End Client of a White-Label Customer. Any such support shall be governed by the terms of the applicable agreement and does not create an ongoing obligation to provide support to End Clients.
Any downtime, scheduled maintenance, or technical limitations affecting the Platform will apply equally to White-Labeled versions and will be communicated to you as necessary.
You may not:
No exclusivity is granted under this White-Label License. ByVoice reserves the right to offer the Services to other white-label partners, resellers, or customers, including those in the same or similar industries or regions.
The Platform may integrate or interoperate with certain third-party applications, services, or platforms (e.g., AI providers, CRM, communication APIs, etc.) (“Third-Party Services”) to enable enhanced functionality within the Services, as described in your Subscription Plan or through specific documentation. These integrations are offered solely for your convenience and may be subject to change, suspension, or discontinuation at any time.
Where applicable, ByVoice may facilitate access to Third-Party Services by issuing API credentials or enabling connection mechanisms. Your use of any Third-Party Service is subject to the terms and conditions, service levels, and privacy practices of the respective provider (“Third-Party Terms”), which are binding on you to the extent applicable. By utilizing such Third-Party Services through our Services, you acknowledge and agree that:
In the event of any conflict between these Terms and the applicable Third-Party Terms, these Terms shall govern with respect to your relationship with ByVoice. However, you acknowledge and agree that:
ByVoice does not make any representations or warranties regarding, and does not assume any liability for, the operation, performance, accuracy, or reliability of any Third-Party Services or for any acts or omissions of such third parties. Unless explicitly included in your Subscription Plan, ByVoice does not offer support or assume responsibility for third-party software, platforms, or content. ByVoice shall not be liable for any damages, losses, or liabilities arising from your use of or reliance on any Third-Party Service, including but not limited to service interruptions, data breaches, or non-compliance with applicable laws or regulations.
It is your responsibility to review and comply with any changes made by Third-Party Service providers to their terms of use. Where required, ByVoice will make commercially reasonable efforts to inform you of material changes that affect your use of integrated services. However, such notifications do not relieve you of your obligation to stay informed and compliant with all applicable Third-Party Terms.
7.1. You may choose to submit comments, suggestions, ideas, improvements, or other feedback regarding ByVoice or our Service (collectively, “Feedback”). You acknowledge and agree that:
8.1 Subscription Plans and Fees
Access to certain features of the Service may require enrollment in a paid subscription plan or incur usage-based fees (“Subscription Plans”) and/or acquire additional resources beyond those included in your Subscription Plan (such as extra, minutes, hours, tokens, or other usage-based units collectively referred to as “Resource Units”). Pricing details, billing frequency, plan-specific limits, and included features are described at the Pricing section of the Site.
By subscribing to or using any Subscription Plan, you agree to pay all applicable charges in accordance with the billing terms presented at the time of purchase or as outlined in these Terms. To access and utilize the Services including under a Subscription Plan and/or through Resource Units, you are required to make a payment by purchasing credits (“Service Credits”). These Service Credits constitute the monetary value allocated for the subsequent use of the corresponding Services. You are entitled to use these Service Credits solely in relation to the specific Service for which they were issued.
All sales are final. Service Credits are not redeemable, refundable, or exchangeable for cash or any monetary equivalent (except as may be mandated by applicable law) and expire 1 year, unless otherwise required by law, after the date of purchase or issuance if not used, unless otherwise specified at the time of purchase. Our Services are intended exclusively for business customers (legal entities). If, despite this, the Services are purchased by a consumer or an “entrepreneur‑consumer” within the meaning of Polish law, statutory consumer rights — including the right of withdrawal — may apply and prevail over this clause.
Service Credits do not constitute and do not represent legal tender or currency or any form of monetary value as well as do not constitute a regulated payment service or electronic money under Polish or EU law, but solely represent a contractual right to access and use the Services as described herein. They do not grant or imply any ownership or proprietary interest. Service Credits are strictly non-transferable, and you are expressly prohibited from transferring, selling, gifting, assigning, or trading them in any manner, whether directly or indirectly. Any actual or attempted sale, transfer, or misuse of Service Credits constitutes violation of the Terms and may result in the immediate suspension or termination of your account and/or forfeiture of any remaining Service Credits, without notice and without any right to compensation, refund, or reinstatement, except as required by applicable law.
You can see your Service Credits balance in your account. However, you acknowledge and agree that you are solely and entirely responsible for monitoring and verifying the accuracy of all transactions affecting your Service Credit balance, including any additions or deductions. The Service Credit balance does not constitute, and shall not be interpreted as, a bank account, digital wallet, stored value facility, or any form of payment instrument. In the event that your Service Credits balance is insufficient to cover the cost of your Subscription Plan including, but not limited to, any modifications or automatic renewals of the Subscription Plan, and/or charges for Resource Units ByVoice reserves the right, at its sole discretion, to suspend or restrict your access to the Service, either in whole or in part, without prior notice.
We reserve the right, at our sole discretion, to suspend or permanently terminate your access to the Services at any time, including the suspension, termination, or deletion of any remaining Service Credit balance, if we determine that such action is necessary to enforce the Terms, prevent misuse, or comply with applicable laws and regulations. You acknowledge and agree that in such cases, you will not be entitled to any refund, compensation, or other recourse, except as may be required by law.
ByVoice may offer a free trial period and limited free usage for testing purposes from the time of registration, as described on the Pricing section of the Site for testing purposes. After expiration of the trial period you need to select and pay the corresponding Subscription Plan or stop using our Services.
These trial features are provided “as is” and may be cancelled or modified by ByVoice at any time without notice.
To access Services, you may be required to provide a valid payment method, including credit card, bank transfer. By submitting your payment details, you authorize our payment processor to charge your chosen payment method for the applicable fees when due (“Payment Processor”). Our current Payment Processor is Stripe, Inc. We may, at our discretion, change our Payment Processor at any time. Payment settlement is conducted by Payment Processor and any of its financial service providers under separate terms and conditions and other additional terms (collectively, the “Payment Processor Terms”). We are not a party to the Payment Processor Terms and are not liable to you in respect thereof. By using Payment Processor, you agree to be bound by the Payment Processor Terms.
If payment is not received by the due date, ByVoice reserves the right to suspend or restrict access to the Service.
You are responsible for providing complete and accurate billing and contact information to us and notifying us of any changes to such information.
All fees are exclusive of any applicable sales tax, value-added tax (VAT), goods and services tax (GST), or other governmental fees or levies. You are solely responsible for paying any such taxes associated with your use of the Service, except for taxes based on ByVoice’s net income. In addition, you are solely responsible for any bank charges, transaction fees, or payment processing fees incurred in connection with your payments. ByVoice bears its own payment processing fees, including those charged by third-party payment processors such as Stripe.
Unless stated otherwise in your plan, Subscription Plans automatically renew at the end of the current subscription term. We can but are not obliged to provide a reminder notice (via in-app banner and/or email) at least 3 days before your renewal date, including instructions on how to cancel. If you do not cancel before the renewal, you will be charged the then-current rate unless you cancel your Subscription Plan in accordance with the applicable instructions prior to the renewal date.
If your usage exceeds the limits of your current Subscription Plan, or if additional Resource Units are used that require an upgrade, ByVoice reserves the right to charge overage or upgrade fees based on then-current pricing in advance. Such additional fees may be billed automatically with or without notice.
If you believe you have been incorrectly billed, you must contact ByVoice in writing within five (5) business days of receipt of the invoice in question. Disputes submitted after this period may not be eligible for adjustment. All billing inquiries must be sent to billing@byvoice.io .
ByVoice may modify its pricing or introduce new fees at its discretion. In such cases, notice will be provided through the Service or via email thirty (30) days prior to the change taking effect. Continued use of the Service after such notice constitutes your agreement to the modified fees. If you disagree, your sole remedy is to cancel your Subscription Plan before the new rates become effective.
If you require terms or conditions that differ in scope or content from our standard subscription plans, we may offer you a customized plan through the execution of a separate Order Form. To request a customized plan, please contact us at sales@byvoice.io .
To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless ByVoice, our affiliates, licensors, and service providers, and its and their respective officers, directors, employees, and agents, from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (1) any use or misuse of the Service by you or anyone acting on your behalf; (2) any breach of the Terms and/or applicable laws, rules, or regulations; (3) infringement of any third-party rights including Intellectual Property Rights.
10.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
10.2. ByVoice does not warrant or guarantee that:
YOU AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. YOU ARE RESPONSIBLE FOR VERIFYING THE SUITABILITY OF THE SERVICE FOR YOUR INTENDED PURPOSES AND FOR ENSURING COMPLIANCE WITH ANY LEGAL OR REGULATORY REQUIREMENTS THAT MAY APPLY TO YOUR USE.
10.3. TO THE EXTENT PERMITTED BY LAW, BYVOICE DISCLAIMS ALL LIABILITY FOR:
Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above exclusions may not fully apply to you. To the extent any warranty cannot be disclaimed under applicable law, such warranty will be limited in duration to the minimum period required by law.
11.1. To the maximum extent permitted by applicable law, in no event shall ByVoice, its affiliates, directors, officers, employees, agents, licensors, or service providers be liable to you or any third party for any indirect, incidental, special, consequential, exemplary, or punitive damages, including without limitation loss of profits, revenue, data, goodwill, business interruption, or other intangible losses, arising out of or in connection with:
11.2. IN NO EVENT SHALL BYVOICE’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE EXCEED THE GREATER OF:
THIS LIMITATION OF LIABILITY APPLIES REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, OR OTHERWISE, EVEN IF BYVOICE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
SOME JURISDICTIONS MAY NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH CASES, BYVOICE’S LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
These Terms take effect on the Effective Date and will remain in force until the latter of: (i) the expiration of the final active Subscription Plan, (ii) the expiration of the final active Order Form or SOW, or (iii) termination in accordance with these Terms (“Term”).
ByVoice may, at its sole discretion, suspend or terminate your account or your access to all or part of the Service at any time, with or without notice, for any or no reason. Without limiting the foregoing, we may terminate or suspend your access if you violate these Terms or any applicable laws, fail to pay fees when due, or engage in conduct that we determine may harm ByVoice, the Service, or our users.
You may terminate:
Our Services are intended exclusively for business customers (legal entities). If, despite this, the Services are purchased by a consumer or an “entrepreneur‑consumer” within the meaning of Polish law, statutory consumer rights — including the right to withdraw from a distance contract within 14 days — may apply and prevail over this clause, unless an applicable statutory exception applies.
Upon termination of these Terms for any reason:
The following sections shall survive termination: Confidentiality, Disclaimers, Limitation of Liability, Indemnification, Governing Law and Jurisdiction, and any other provisions which by their nature are intended to survive.
If, despite the above, you use the Services as a consumer or as an “entrepreneur‑consumer” within the meaning of Polish law:
The right of withdrawal does not apply in the cases provided for by Article 38 of the Polish Act on Consumer Rights, including but not limited to:
Neither party will be responsible for failure or delay of performance if caused by an act of nature, war, hostility, or sabotage; an electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event. If the occurred circumstances of force majeure and their consequences continue to be in effect for more than one (1) month, the party is entitled to unilaterally terminate the Terms by sending a notice to the Client by e-mail.
These Terms will be governed exclusively by the internal laws of the Republic of Poland, without regard to its conflicts of laws rules. The state courts located in the Republic of Poland that are determined based on the registered address of ByVoice will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to these Terms. Each party hereby consents to the exclusive jurisdiction of such courts.
15.1. A party (the “Receiving Party”) may receive Confidential Information of the other party (the “Disclosing Party”) and the Receiving Party shall keep all such Confidential Information confidential and protect it by using the same level of care and discretion that the Receiving Party uses with respect to its own confidential information, which will be in no case less than reasonable care and discretion.
15.2. The Receiving Party shall not use the Confidential Information for its own purposes other than as provided in the Terms nor disclose Confidential Information to any person other than such Party’s Authorized Users, or ByVoice’s subprocessors and subcontractors who have a need to know that Confidential Information to ensure and assist in the performance of our obligations under the Terms provided that the Receiving Party remains responsible for the confidentiality of the information.
15.3. Without limiting the foregoing, either party may disclose Confidential Information to a government authority if that disclosure is: (a) required by law or (b) necessary to exercise its rights or perform its obligations under and in accordance with the Terms.
15.4. “Confidential Information” means information of a confidential or proprietary nature (including, but not limited to, trade secrets and information of commercial value), including without limitation, pricing, software, source code and underlying technical or business information, client’s information (including, but not limited to, client buying habits or cycles, payment history, client’s contacts name, address, email address, telephone number, any other information not generally available to the public), which relates to the Disclosing Party that is disclosed or provided to the Receiving Party, either directly or indirectly, in writing, orally or by inspection or by other forms, by or on behalf of the Disclosing Party (or by any of its officers, directors, employees, agents or affiliates) pursuant to the Terms; provided, however, that Confidential Information shall not include information that (i) is or becomes a part of the public domain through no act or omission of the Receiving Party; (ii) was in the Receiving Party’s lawful possession prior to the disclosure and had not been obtained by the Receiving Party either directly or indirectly from the Disclosing Party; (iii) is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure; (iv) is input into the ByVoice Platform or (v) is independently developed by the Receiving Party.
The parties hereto agree that the failure of any Confidential Information to be labeled, identified or otherwise marked as confidential or proprietary information shall not affect its status as Confidential Information.
15.6. This Section shall apply during Term, and for three (3) years after the Terms termination or expiry, while the Receiving Party shall comply (and shall procure that its officers, directors, employees, agents or affiliates comply) with the foregoing obligations until the information at issue is no longer Confidential Information as described herein.
15.7. The parties have the right to enter into a separate non-disclosure agreement. In case of conflict between such non-disclosure agreement and this Section, the non-disclosure agreement shall prevail.
These Terms do not create a franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
The Terms constitute the entire agreement and understanding between the parties with respect to the subject matter of the Terms and the Services, superseding all prior or contemporaneous proposals, communications, and understandings, oral or written relating to that subject matter. To the extent there is any conflict or inconsistency between the Terms and any Order Form and/or SOW signed by both parties, the Order Form and/or SOW shall prevail to the extent of any such conflict or inconsistency.
ByVoice may identify a Client as a ByVoice client and place its name, logo, trademark on ByVoice’s website and other marketing materials without Client’s consent. However, for the use of the Client’s name, logo, trademark for the purpose of press releases, case studies, or other materials showcasing specific use cases, ByVoice agrees to obtain prior approval from the Client (email is sufficient). The parties agree to work together to draft and publish a press release regarding the relationship between the Client and ByVoice, with final wording subject to Client approval.
ByVoice may give general notices for the Services applicable to the Client by means of a notice on Platform or via email. Specific notices, including related to technical support, Terms amendment system security, and other account notices, will be given by electronic mail to Client’s e-mail address on record in ByVoice’s account information. All legal or dispute-related notices will be sent by first class mail, email, or express delivery.
No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms will remain in effect.
The Client may not assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of ByVoice. Notwithstanding the foregoing, the Client may assign these Terms together with all rights and obligations hereunder, without consent of ByVoice, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of ByVoice (provided that the assignee agrees in writing to be bound by all terms and conditions of these Terms) by providing ByVoice with prompt written notice of assignment. Any attempt by the Client to assign its rights or obligations under these Terms in breach of this Section will be void and of no effect. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their respective successors and permitted assigns. ByVoice may assign the rights and obligation of these Terms to a third party without the prior consent of the Client.
Each party will comply with all domestic and foreign export control laws or regulations applicable to its performance under these Terms.
We may change these Terms from time to time at its discretion. The date on which the Terms were last modified will be updated at the bottom of these Terms. We will provide Client with reasonable notice prior to material amendments or modifications taking effect, either by emailing the email address or by another method reasonably designed to provide notice to Client. If Client accesses or uses the Services after the effective date of the revised Terms, such access and use will constitute Client’s acceptance of the revised Terms beginning.
