TERMS OF USE

Last updated: December 23, 2016

Vocaly (“Vocaly”, “we”, “our”, or the “Company”) welcomes you (the “User” or “you”) to our website at https://vocaly.io (the “Site”) and to our web based phone system for small businesses (the “Service”, as further detailed below). These Terms of Use are a legally binding contract between you and Vocaly regarding your use of the Service. By entering, connecting to, accessing or using the Service, you acknowledge that you have read and understood the following terms and conditions, including the terms of our Privacy Policy available at http://vocaly.io/legal/privacy-policy (collectively, the “Terms”) and you agree to be bound by them and to comply with all applicable laws and regulations regarding your use of the Service and you acknowledge that these Terms constitute a binding and enforceable legal contract between Vocaly and you. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT ENTER TO, CONNECT TO, ACCESS OR USE THE SERVICE IN ANY MANNER. By acceptance of the Terms, you represent that any and all information you provide us through the Service is true and accurate. The provision of any false or fraudulent information is strictly prohibited.

VOCALY SERVICE

Vocaly is a web based phone system for small businesses that allows Users to receive phone calls from their web browser, mobile and desk phones. Vocaly also offers smart, professional premium features (at a cost) (the “Smart Feature(s)”) that the User may choose to apply to their system.

ACCOUNTS AND REGISTRATION

To access the Service you must register for an account. When you register for an account you are required to provide us with the main office number you would like the Vocaly Service to apply to and the amount of extensions thereto. Furthermore, User must provide their name, email address, mobile phone number and the User’s company’s name, as well as such information for any and all employees for which User would like the Service to be provided to (the “User Account”). You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. You are solely responsible for maintaining the confidentiality of your account any passwords. You agree to accept responsibility for all activities that occur under your account. If you have reason to believe that your account is no longer secure, then you must immediately notify us at support@vocaly.io

ELIGIBILITY

You must be at least eighteen (18) years of age to use the Service. By agreeing to these Terms, you represent and warrant to us: (i) that you are at least eighteen (18) years of age; (ii) that you have not previously been suspended or removed from the Service; and (iii) that your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are using the Service on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind such organization to these Terms and you agree to be bound by these Terms on behalf of such organization.

USER REPRESENTATIONS AND UNDERTAKINGS

You represent and warrant at all times throughout your use of the Site and/or Service that: (i) you have full authority to agree to these Terms, and there is no restriction, limitation, contractual obligation or statutory obligation which prevents it from fulfilling its obligation under this Agreement; (ii) you are in compliance with all applicable laws, rules, and governmental (state, local, and community) and regulatory levies and requirements relating to it and the Service; and (iii) you will not infringe or violate any of the Terms.

USE RESTRICTIONS

There are certain conducts, which are strictly prohibited on and/or with respect to the Site and/or Service. Your failure to comply with the provisions set forth below may result (at Vocaly’s sole discretion) in the termination of your access to the Site and/or Service and may also expose you to civil and/or criminal liability. You may not, whether by yourself or anyone on your behalf: (i) copy, modify, adapt, translate, reverse engineer, decompile, or disassemble the Service (or any part thereof); (ii) use the Service and/or in connection with any spam, unsolicited mail, harassment, wire fraud or similar conduct; (iii) transmit or otherwise make available in connection with the Service any virus, worm, Trojan Horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; (iv) interfere with or disrupt the operation of the Service, or the servers or networks that host the Service, or disobey any requirements, procedures, policies, or regulations of such servers or networks; (v) sell, license, or exploit for any commercial purposes any use of or access to the Service; (vi) frame or mirror any part of this Site without Vocaly’s prior express written authorization; (vii) create a database by systematically downloading and storing all or any of the content from the Service; (viii) transfer and/or assign the User’s account’s password, even temporarily, for third party; and (viv) use the Service for any illegal, immoral or unauthorized purpose.

PRIVACY POLICY

Vocaly respects your privacy and is committed to protect the information you share with it. Our policy and practices and the type of information collected are described in our Privacy Policy available at http://vocaly.io/legal/privacy-policy. If you intend to connect to, access or use our Services you must first read and agree to the Privacy Policy.

INTELLECTUAL PROPERTY RIGHTS

The Service, the design, logos, graphics, icons, images, as well as the selection, assembly and arrangement thereof, Vocaly’s proprietary software, algorithms and any and all intellectual property rights pertaining thereto, including, without limitation, inventions, patents and patent applications, trademarks, trade names, logos, copyrightable materials, graphics, text, images, designs (including the “look and feel” of the Service and any part thereof), specifications, methods, procedures, information, know-how, data, technical data, interactive features, source and object code, files, interface, GUI and trade secrets, whether or not registered and/or capable of being registered (collectively, “Intellectual Property”), are owned and/or licensed to Vocaly, and are subject to copyright and other applicable intellectual property rights under Israeli laws, foreign laws and international conventions. You may not copy, distribute, display, execute publicly, make available to the public, emulate, reduce to human readable form, decompile, disassemble, adapt, sublicense, make any commercial use, sell, rent, lend, process, compile, reverse engineer, combine with other software, translate, modify or create derivative works of any material that is subject to Vocaly’s proprietary rights, including Vocaly’s Intellectual Property, either by yourself or by anyone on your behalf, in any way or by any means, unless expressly permitted in the Terms. All logos and other proprietary identifiers used by Vocaly in connection with the Service, (“Vocaly Trademarks”) are all trademarks and/or trade names of Vocaly, whether or not registered. All other trademarks, service marks, trade names and logos, which may appear on or with respect to the Service belong to their respective owners (“Third Party Marks”). No right, license, or interest to Vocaly Trademarks and/or to the Third Party Marks is granted hereunder, and you agree that no such right, license, or interest shall be asserted by you with respect to Vocaly Trademarks or the Third Party Marks and therefore you will avoid using any of those marks, unless expressly permitted herein. You are hereby prohibited from removing or deleting any and all copyright notices, restrictions and signs indicating proprietary rights of Vocaly and/or its licensors, including copyright mark [©] or trademark [® or ™] contained in or accompanying the Service, and you represent and warrant that you will abide by all applicable laws in this respect. You are further prohibited from using, diluting or staining any name, mark or logo that is identical, or confusingly similar to any of Vocaly marks and logos, whether registered or not.

THIRD PARTY SERVICES

The Service may be linked to through certain third party websites and other third party services (collectively, “Third Party Services”). Such Third Party Services are independent from the Service. You hereby acknowledge that Vocaly has no control over such Third Party Services, and further acknowledge and agree that Vocaly is not responsible for the availability of Third Party Services, and does not endorse nor is it responsible or liable for any goods, services, content, advertisements, products, or any materials available on and/or through such Third Party Services. You further acknowledge and agree that Vocaly shall not be responsible or liable, directly or indirectly, for any damage or loss whatsoever caused, or alleged to be caused, by or in connection with use of or reliance on any goods, services, content, products or other materials available on or through any Third Party Services. Most Third Party Services provide legal documents, including terms of use and privacy policy, governing the use of each such Third Party Services, their contents and services. We encourage you to read these legal documents carefully before using any such Third Party Services.

THIRD PARTY COMPONENTS

The Service may use or include third party software, files and components that are subject to open source and third party license terms (“Third Party Components”). Your right to use such Third Party Components as part of, or in connection with, the Service is subject to any applicable acknowledgements and license terms accompanying such Third Party Components, contained therein or related thereto. If there is a conflict between the licensing terms of such Third Party Components and these Terms, the licensing terms of the Third Party Components shall prevail only in connection with the related Third Party Components. These Terms do not apply to any Third Party Components accompanying or contained in the Service and Vocaly disclaims all liability related thereto. You acknowledge that Vocaly is not the author, owner or licensor of any Third Party Components, and that Vocaly makes no warranties or representations, express or implied, as to the quality, capabilities, operations, performance or suitability of Third Party Components. Under no circumstances shall the Service or any portion thereof (except for the Third Party Components contained therein) be deemed to be “open source” or “publicly available” software.

AVAILABILITY AND MODIFICATIONS

The Service availability and functionality depends on various factors, such as communication networks software, hardware, and Vocaly’s service providers and contractors. Vocaly does not warrant or guarantee that the Service will operate and/or be available at all times without disruption or interruption, or that it will be immune from unauthorized access error-free. Vocaly reserves the right to modify, correct, amend, enhance, improve, make any other changes to, or discontinue, temporarily or permanently the Service (or any part thereof, including but not limited to the Content) without notice, at any time and at its sole discretion. In addition, you hereby acknowledge that the Content provided under the Service may be changed, extended in terms of content and form or removed at any time without any notice to you. You agree that Vocaly shall not be liable to you or to any third party for any modification, suspension, or discontinuance of our Service.

DISCLAIMER AND WARRANTIES

USER ACKNOWLEDGES BY AGREEING TO THE TERMS HEREIN THAT VOCALY (AND ITS AFFILIATES) PROVIDE NO WARRANTIES AS TO THE PERFORMANCE, CORRECTNESS, FUNCTIONALITY OR SUITABILITY OF THE SERVICE FOR ANY PARTICULAR PURPOSE. VOCALY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, THE INABILITY TO USE OR OPERATE, OR THE RESULTS OF THE USE OF THE CONTENT AVAILABLE ON THE SERVICE. THE SERVICE (AND ANY PART THEREOF), INCLUDING WITHOUT LIMITATION ANY CONTENT, DATA AND INFORMATION RELATED THERETO, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. VOCALY AND ITS AFFILIATES, INCLUDING ANY OF THEIR OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS, AGENTS, PARENT COMPANIES, SUBSIDIARIES AND OTHER AFFILIATES (COLLECTIVELY, “VOCALY”), JOINTLY AND SEVERALLY, DISCLAIM AND MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE USABILITY, ACCURACY, QUALITY, AVAILABILITY, RELIABILITY, SUITABILITY, COMPLETENESS, TRUTHFULNESS, USEFULNESS, OR EFFECTIVENESS OF ANY CONTENT, DATA, RESULTS, OR OTHER INFORMATION OBTAINED OR GENERATED IN CONNECTION WITH YOUR OR ANY USER’S USE OF THE SERVICE. VOCALY DOES NOT WARRANT THAT THE OPERATION OF THE SERVICE IS OR WILL BE SECURE, ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERROR, OR FREE OF VIRUSES, WORMS, OTHER HARMFUL COMPONENTS, OR OTHER PROGRAM LIMITATIONS. VOCALY MAY, AT ITS SOLE DISCRETION AND WITHOUT AN OBLIGATION TO DO SO, CORRECT, MODIFY, AMEND, ENHANCE, IMPROVE AND MAKE ANY OTHER CHANGES TO THE SERVICE AT ANY TIME, OR DISCONTINUE DISPLAYING OR PROVIDING ANY CONTENT OR FEATURES WITHOUT ANY NOTICE TO YOU.

LIMITATION OF LIABILITY

IN NO EVENT SHALL VOCALY AND/OR ANY OF THE VOCALY AFFILIATES BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, RESULTING FROM OR ARISING OUT OF THE SERVICE, USE OR INABILITY TO USE THE SERVICE, FAILURE OF THE SERVICE TO PERFORM AS REPRESENTED OR EXPECTED, LOSS OF GOODWILL, DATA OR PROFITS, THE PERFORMANCE OR FAILURE TO PERFORM UNDER THESE TERMS, AND ANY OTHER ACT OR OMISSION OR BY ANY OTHER CAUSE WHATSOEVER, INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM THE CONDUCT OF ANY USERS AND/OR THIRD PARTY SERVICES. NO ACTION MAY BE BROUGHT BY YOU FOR ANY BREACH OF THESE TERMS MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION. AS SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THEN SUCH LIMITATIONS ONLY MAY NOT APPLY TO A USER RESIDING IN SUCH STATES. SUCH LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO ALL CLAIMS FOR DAMAGES, WHETHER BASED IN AN ACTION OF CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, TORT, OR OTHERWISE. YOU HEREBY ACKNOWLEDGE AND AGREE THAT THESE LIMITATIONS OF LIABILITY ARE AGREED ALLOCATIONS OF RISK CONSTITUTING IN PART THE CONSIDERATION FOR VOCALY’S SERVICES TO YOU, AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND EVEN IF VOCALY AND/OR ANY VOCALY AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES AND/OR DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION AND IN NO EVENT SHALL VOCALY’S CUMULATIVE LIABILITY TO YOU EXCEED AMOUNTS PAID TO VOCALY FOR USE OF THE SERVICE. IF YOU HAVE NOT MADE ANY PAYMENTS TO VOCALY FOR THE USE OF THE SERVICE, THEN VOCALY SHALL NOT HAVE ANY LIABILITY TOWARDS YOU.

INDEMNIFICATION

You agree to defend, indemnify and hold harmless Vocaly and any Vocaly Affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, fines, and expenses (including attorney's fees) arising directly or indirectly from: (i) your use of the Service (or any part thereof); (ii) breach of any term of these Terms by you; (iii) any damage of any sort, whether direct, indirect, special or consequential, you may cause to any third party which relates to your use of (or inability to use) the Service; and (iv) your violation of any applicable law or regulation.

AMENDMENT OF TERMS

Vocaly may change the Terms from time to time, at its sole discretion and without any notice, including the Privacy Policy at: http://vocaly.io/legal/privacy-policy. Substantial changes of these Terms will be first notified on the Service and/or by sending you an e-mail regarding such changes to the email address that is registered under your Account. Such substantial changes will take effect seven (7) days after such notice was provided on any of the above mentioned methods. Otherwise, all other changes to these Terms are effective as of the stated “Last Updated” date and your continued use of the Service after the Last Updated date will constitute acceptance of, and agreement to be bound by, those changes.

TERMINATION OF SERVICE

At any time, Vocaly may block your access to our Services and/or temporarily or permanently limit, suspend or terminate your access to the Service, for any reason, at its sole discretion, in addition to any other remedies that may be available to Vocaly under any applicable law. Such actions by Vocaly may be taken if Vocaly deems that you have breached any of these Terms in any manner. Additionally, Vocaly may at any time, at its sole discretion, cease the operation of our Service or any part thereof, temporarily or permanently, without giving any prior notice. You agree and acknowledge that Vocaly does not assume any responsibility with respect to, or in connection with the termination of our Service’s operation and loss of any data. The following provisions shall survive the termination or expiration of the Terms: Section C (Eligibility); Section D (User Representations and Undertakings); Section E (Use Restrictions); Section F (Privacy Policy); Section G (Intellectual Property Right); Section H (Third Party Services); Section I (Third Party Components); Section K (Disclaimer and Warranties); Section L (Limitation of Liability); Section M (Indemnification); Section O (Termination of Service); and Section P(General).

GENERAL

These Terms do not, and shall not be construed to create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties hereto. Any claim relating to the Service or use of the Service will be governed by and interpreted in accordance with the laws of the State of Texas, United States without reference to its conflict-of-laws principles. Any dispute arising out of or related to your use of this Site and/or the Service will be brought in, and you hereby consent to exclusive jurisdiction and venue in, the competent courts of the State of Texas. If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provision. You may not assign, sublicense or otherwise transfer any or all of your rights or obligations under these Terms without Vocaly's prior express written consent. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof. These Terms are the entire terms and conditions between you and Vocaly relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Vocaly. Notices to you may be made via email or regular mail. Our Service may also provide notices of changes to these Terms or other matters, by displaying such notices or by providing links to such notices. Without limitation, you agree that a printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

CONTACT

If you have any questions (or comments) concerning the Terms or the Service, you are welcome to send us an email to the following address, and we will make an effort to reply within a reasonable timeframe: support@vocaly.io By contacting us, you represent that you are free to do so and that you will not knowingly provide Vocaly with information that infringes upon third parties’ rights, including any intellectual property rights. You further acknowledge that notwithstanding anything herein to the contrary, any and all rights, including intellectual property rights in such information provided, shall belong exclusively to Vocaly, and Vocaly may use or refrain from using any such information at its sole discretion.