EFFECTIVE DATE: 14th November 2024

These terms and conditions apply to the use of Services (as defined below) offered by Good Methods UK Limited("VoiceStack"), a company established in England and Wales, pursuant to an Order Form between VoiceStack and the Customer identified on the applicable Order Form.

1. Services; Updates

1.1 Subject to all of the terms and conditions of this Agreement (including any limitations and restrictions set forth on the applicable Order Form), VoiceStack grants Customer the right to permit those employees, agents and independent contractors of the Customer who operate in a Location and are authorised by the Customer (“Authorised Users”), to access and use the services specified in each Order Form (collectively, the “Service,” or “Services”, including (where applicable) any Additional Service Items) during the applicable Order Form Term (as defined below) for the internal business purposes of such Customer, only as provided herein and only pursuant to VoiceStack’s applicable user documentation (“Documentation”).

1.2 The Customer shall provide details of each Location via the VoiceStack platform. VoiceStack acknowledges that certain Locations may be owned and/or operated by the Customer’s affiliates and/or franchisees. VoiceStack’s liability in respect of the provision of the Services to each Location shall be limited to the Customer (and VoiceStack shall not, for the avoidance of doubt, owe any liability to any affiliate and/or franchisee in respect of the provision of such Services), and the Customer shall be responsible for, and primarily liable to VoiceStack in respect of, all acts and omissions of such affiliates and franchisees relating to their use of the Services at the Locations.

1.3 Each Authorised User must have and keep confidential a secure password for their use of the Service and Documentation. The Customer shall maintain a written, up to date list of current Locations and Authorised Users and provide such list to VoiceStack promptly upon VoiceStack’s written request. If at any time an Authorised User ceases to be employed or engaged by the Customer and/or at a Location, they shall immediately cease to qualify as an Authorised User and no longer be entitled to use the Service.

1.4 From time to time, VoiceStack may provide upgrades, patches, enhancements, or fixes for the Services to its customers generally without additional charge (“Updates”), and such Updates will become part of the Services and subject to this Agreement, provided that VoiceStack shall have no obligation under this Agreement or otherwise to provide any such Updates. Customer understands that VoiceStack may cease supporting old versions or releases of the Services at any time in its sole discretion, provided that VoiceStack shall use commercially reasonable efforts to give Customer sixty (60) days’ prior notice of any major changes. VoiceStack may in its sole discretion modify, enhance or otherwise change the Services, provided that such changes do not materially limit or adversely affect the Services provided to Customer hereunder.

1.5 VoiceStack VoIP Terms of Use (“VoiceStack ToU”) is listed in Exhibit A. By submitting the order form or this agreement or otherwise accessing or using Services the Customer and End users (as defined in Exhibit A) agree to VoiceStack ToU. Customer represents and warrants that (i) Customer is duly authorised to bind the entity and End Users to the VoiceStack ToU, and (ii) Customer agree that all such use of Services by Customer and End Users is subject to VoiceStack ToU. VoiceStack ToU shall also incorporate VoiceStack Acceptable Use Policy (as defined in Exhibit A).

2. Professional Services

Upon payment of any applicable fees set forth in each Order Form, VoiceStack agrees to use reasonable commercial efforts to provide professional services for the Service only if and to the extent such professional services is set forth on such Order Form (“Professional Services”). The parties may enter into by mutual execution separate statements of work (each an “SOW”), for the provision by VoiceStack of Professional Services to Customer, which may include customisation, configuration, implementation, deployment, guided services, consultation, or training services. The fees and terms for such Professional Services will be as provided in the applicable SOW. If VoiceStack provides Professional Services in excess of any agreed-upon hours estimate, or if VoiceStack otherwise provides additional services beyond those agreed in an Order Form, Customer will pay VoiceStack at its then-current hourly rates for such services.

3. Support; Service Levels

Subject to the terms and conditions of this Agreement, VoiceStack will provide its standard support and maintenance services for the Service that it generally provides to other customers without additional charges. VoiceStack will undertake commercially reasonable efforts to make the Services available.

4. Ownership; Third-Party Services; Feedback

4.1 As between the parties, VoiceStack retains all right, title and interest in and to the Services, the Documentation, and all software, products, works, and other intellectual property related thereto or created, used, or provided by VoiceStack for the purposes of this Agreement, including any copies and derivative works of the foregoing. Any software which is distributed or otherwise provided to Customer hereunder (including without limitation any software identified on an Order Form) shall be deemed a part of the “Services” and subject to all of the terms and conditions of this Agreement. No rights or licences are granted except as expressly and unambiguously set forth in this Agreement.

4.2 Third-Party Services. Customer acknowledges and agrees that:

(i) the Services may incorporate or contain, or operate in or with, certain software, services, information, data and materials operated or provided by third parties (“Third-Party Services”);

(ii) VoiceStack may provide certain Third-Party Services together with the Services as set forth in the applicable Order Form (“VoiceStack Provided TPS”) and such VoiceStack Provided TPS may only be used in conjunction with the Services;

(iii) Customer is solely responsible for procuring any and all rights necessary for it to access Third-Party Services (other than VoiceStack Provided TPS); and

(iv) Customer’s use of all Third-Party Services shall be subject to (and Customer agrees it is bound by) any additional third-party terms and conditions (collectively, the “Third-Party Terms”), which are hereby incorporated into this Agreement by this reference. Notwithstanding that VoiceStack will either pass through any Third-Party Terms within the scope of this Agreement, or inform Customer of any separate Third-Party Terms applicable to VoiceStack Provided TPS, Customer is responsible for identifying any Third-Party Terms applicable to other Third-Party Services, and for checking all Third-Party Terms for updates, and any use by Customer of the Services following a change to the Third-Party Terms shall constitute acceptance of such change.

4.3 VoiceStack cannot and does not guarantee that the Services shall incorporate (or continue to incorporate) any particular Third-Party Services, nor does it make any representations or warranties, accept any liability or provide any indemnification with respect to Third-Party Services or any third-party providers. Customer will rely on and seek remedies solely from the original licensors or vendors of such Third-Party Services. Unless otherwise specified in the applicable Order Form, VoiceStack is not responsible for fulfilment of any third-party warranty or for problems attributable to the use or operations of Third-Party Services (including, but not limited to, the availability or operation of the Services to the extent such availability and operation is dependent upon Third-Party Services).

4.4 Customer may from time to time provide suggestions, comments or other feedback to VoiceStack with respect to the Services (“Feedback”). Feedback, even if designated as confidential by Customer, shall not constitute Customer’s confidential information pursuant to subsection 12.10 (confidentiality). Customer shall, and hereby does, grant to VoiceStack a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up licence to use and exploit the Feedback for any purpose.

4.5 Nothing in this Agreement will impair VoiceStack’s right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with any products, software or technologies that Customer may develop, produce, market, or distribute.

5. Fees; Payment

Customer shall pay VoiceStack fees for the Services (including any Additional Service Items, as applicable) as set forth in each Order Form (“Fees”). Unless otherwise specified in an Order Form, all Fees shall be invoiced monthly in arrears and all invoices issued under this Agreement are payable in Great British Pounds within ten (10) days from date of invoice. Overdue invoices are subject to interest on any outstanding balance at an annual rate of 4% over the then current base lending rate of Barclay’s bank plc, commencing on the due date and continuing until fully paid, whether before or after judgment. The Fees are stated exclusive of value added tax, which shall be added to VoiceStack’s invoice at the appropriate rate, and Customer shall be responsible for all other taxes associated with its receipt and use of the Services and Additional Service Items (excluding taxes based on VoiceStack’s net income). VoiceStack shall be entitled to increase the Fees at any time on the provision of sixty (60) days’ prior written notice to the Customer. If the Customer does not accept such increase to the Fees, the Customer shall be entitled to terminate this Agreement in accordance with subsection 8.3 (termination without cause). All Fees paid are non-refundable and are not subject to set-off.

6. Restrictions

6.1 Customer shall only use (and permit Authorised Users to use) the Services as expressly permitted in this Agreement. All other uses are prohibited.

6.2. Without prejudice to the preceding clause, the Customer shall not (and shall not permit any third party (including Authorised Users) to), directly or indirectly:

(i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Service (except to the extent applicable laws specifically prohibit such restriction);

(ii) modify, translate, or create derivative works based on the Service;

(iii) copy, rent, lease, publish, distribute, pledge, assign, or otherwise transfer or encumber rights to the Service;

(iv) use the Service for the benefit of a third party;

(v) attempt to obtain, or assist third parties (other than Authorised Users) in obtaining, access to the Service other than as provided under this Agreement;

(vi) remove or otherwise alter any proprietary notices or labels from the Service or any portion thereof;

(vii) use the Service to build an application or product that is competitive with any VoiceStack product or service;

(viii) introduce or permit the introduction of any disabling devices, bugs, worms, Trojan Horses, backdoors, viruses or time bombs into the Service or VoiceStack’s network and information systems;

(ix) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; or

(x) bypass any measures VoiceStack may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service).

6.3 Customer is responsible for all of its activity in connection with the Service, including but not limited to maintaining sufficient systems and network infrastructure to enable its enjoyment of the Services, and uploading Customer Data (as defined below) onto the Service. Customer shall use the Service in compliance with all applicable local, state, national and foreign laws, treaties and regulations in connection with Customer’s use of the Service (including those related to data privacy, international communications, export laws and the transmission of technical or personal data laws) and shall not use the Service in a manner that violates any third party intellectual property, contractual or other proprietary rights.

7. Customer Data; Data Processing Agreement

7.1 For purposes of this Agreement, “Customer Data” shall mean any data, information or other material provided, uploaded, or submitted by or on behalf of Customer (including any Authorised User) to the Service in the course of using the Service, which may include personal or special categories of personal data. The definitions of controller, data subject, personal data, processor, processing and special categories of personal data are as set out in the UK GDPR (as defined in the Data Protection Act 2018).

(i) The Customer shall retain all right, title and interest in and to the Customer Data, including all intellectual property rights therein. Customer, not VoiceStack, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. VoiceStack shall use commercially reasonable efforts to maintain the security and integrity of the Service and the Customer Data. VoiceStack is not responsible to Customer for unauthorised access to Customer Data or the unauthorised use of the Service unless such access is due to VoiceStack’s gross negligence or wilful misconduct. The Customer is responsible for the use of the Service by any person to whom Customer has given access to the Service, even if Customer did not authorise such use.

7.2 In the event Customer directs VoiceStack to share personal data and special categories of personal data among different controllers,  processors and sub-processors the Customer will obtain and execute the relevant consents and agreements and provide all necessary disclosures to data subjects in accordance with applicable laws. The Customer will defend, indemnify and hold harmless VoiceStack from any loss, cost, claim (including by a data subject), fines, liability, damage, settlement or other expense (including legal fees) incurred by VoiceStack or for which VoiceStack may become liable due to a breach of the foregoing.

7.3 Notwithstanding anything to the contrary, Customer acknowledges and agrees that VoiceStack may:

(i) internally use and modify (but not disclose) Customer Data for the purposes of: (A) providing the Service to Customer; and (B) generating Aggregated Anonymous Data (as defined below); and

(ii) freely use and make available Aggregated Anonymous Data for VoiceStack’s business purposes (including without limitation, for purposes of improving, testing, operating, promoting and marketing VoiceStack’s products and services).

“Aggregated Anonymous Data” means data submitted to, collected by, or generated by VoiceStack in connection with Customer’s use of the Service, but only in aggregate, anonymised form which can in no way be linked specifically to Customer.

7.4 At any time during the Term and for a period not to exceed ninety (90) days from the expiration or termination of this Agreement VoiceStack will, in its reasonable discretion and provided all Fees have been paid in full, assist Customer in exporting a file of exportable and retrievable Customer Data in a format selected by VoiceStack (in its discretion) from the Services, at Customer’s reasonable prior written request (that must be received by VoiceStack at least ten (10) days prior to the requested data export date), and at Customer’s sole expense. Customer will pay VoiceStack at its then-current hourly rates for such data transfer. VoiceStack will use commercially reasonable efforts to deliver such file within fifteen (15) days of such request.

8. Term; Termination

8.1 This Agreement shall commence upon the effective date set forth in the first Order Form, and, unless earlier terminated in accordance herewith, shall last until the expiration of all Order Form Terms. For each Order Form, the “Order Form Term” shall begin as of the Effective Date set forth on such Order Form, and unless earlier terminated as set forth herein, shall continue for the initial term specified on the Order Form (the “Initial Order Form Term”), and following the Initial Order Form Term, shall automatically renew for additional successive periods of one year each (each, a “Renewal Order Form Term”) unless either party notifies the other party of such party’s intention not to renew no later than thirty (30) days prior to the expiration of the Initial Order Form Term or then-current Renewal Order Form Term, as applicable.

8.2 Either party may terminate this Agreement (including all Order Forms):

(i) immediately if the other party takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets, or its entering a procedure in any jurisdiction with a similar effect to a procedure listed in this subsection;

(ii) immediately if the other party suspends or ceases, or threatens to suspend or cease, carrying on business; or

(ii) in the event of a material breach of this Agreement by the other party by the non-breaching party providing written notice to the breaching party, provided that the breaching party does not materially cure such breach within thirty (30) days of receipt of such notice.

8.3 Either party may terminate an Order Form and/or this Agreement as a whole at any time, without cause, upon thirty (30) days’ notice to the other party.

8.4 VoiceStack may suspend or limit Customer’s access to or use of the Service:

(i) for scheduled or emergency maintenance;

(ii) in the event any payment owed by the Customer is ten (10) days or more overdue; or

(iii) if Customer’s continued use of the Service will result in (or is reasonably likely to result in) damage to or material degradation of the Service which interferes with VoiceStack’s ability to provide access to the Service to other customers; provided that: (a) VoiceStack shall use reasonable good faith efforts to work with Customer to resolve or mitigate the damage or degradation in order to resolve the issue without resorting to suspension or limitation;(b) prior to any such suspension or limitation, VoiceStack shall use commercially reasonable efforts to provide notice to Customer describing the nature of the damage or degradation; and (c) VoiceStack shall reinstate Customer’s use of or access to the Service, as applicable, if Customer remediates the issue within ten (10) days of receipt of such notice.

8.5 Upon expiration or termination of this Agreement;

(i) all licences granted under this Agreement shall immediately terminate and the Customer shall immediately cease all use of the Services;

(ii) VoiceStack may destroy or otherwise dispose of any of the Customer Data in its possession unless VoiceStack receives a written request for the transfer to the Customer of the then most recent back-up of the Customer Data in accordance with subsection 7.4 (data export assistance); and

(iii) any provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, accrued payment obligations, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

8.6 If Customer terminates this Agreement before the end of the then current term, Customer agrees to pay the remaining balance for the current term and also return any discounts or financial incentives provided by VoiceStack mentioned in the Order Form.

9. Indemnification

9.1 Subject to subsection 1.2 (Location details and VoiceStack liability), each party (“Indemnitor”) shall defend, indemnify, and hold harmless the other party, its affiliates and each of its and its affiliates’ employees, contractors, directors, suppliers and representatives (collectively the “Indemnitee”) from all liabilities, claims, and expenses paid or payable to an unaffiliated third party (including reasonable legal fees) (“Losses”), that arise from or relate to any claim that:

(i) in the case of Customer as Indemnitor, the Customer Data or Customer’s use of the Service; and

(ii) in the case of VoiceStack as Indemnitor, the Service (excluding Customer Data) infringes, violates, or misappropriates any third-party intellectual property, proprietary, or privacy right.

9.2 Each Indemnitor’s indemnification obligations hereunder shall be conditioned upon the Indemnitee providing the Indemnitor with:

(i) prompt written notice of any claim (provided that a failure to provide such notice shall only relieve the Indemnitor of its indemnity obligations if the Indemnitor is materially prejudiced by such failure);

(ii) the option to assume sole control over the defence and settlement of any claim (provided that the Indemnitee may participate in such defence and settlement at its own expense, and shall have a right of approval over any settlement terms); and

(iii) reasonable information and assistance in connection with such defence and settlement (at the Indemnitor’s expense).

9.3 VoiceStack’s indemnification obligations do not apply with respect to the Service or any information, technology, materials or data (or any portions or components of the foregoing) to the extent:

(i) not created or provided by VoiceStack (including without limitation any Customer Data);

(ii) made in whole or in part in accordance to Customer specifications;

(iii) modified after delivery by VoiceStack;

(iv) combined with other products, processes or materials not provided by VoiceStack (where the alleged Losses arise from or relate to such combination);

(v) Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement; or

(vi) Customer’s use of the Service is not strictly in accordance herewith.

9.4 This section sets forth Customer’s sole remedy and VoiceStack’s sole liability and obligation for any actual, threatened or alleged claims that the Services infringe, misappropriate, or otherwise violate any intellectual property rights of any third party.

10. Warranties; Disclaimer

10.1 Each party represents and warrants that:

(i) it is duly organised, validly existing, and in good standing under the laws of the state of its organisation;

(ii) it has full power and authority to enter into this Agreement, to carry out its obligations under this Agreement, and to grant the rights granted to the other party herein;

(iii) the execution of this Agreement by such party, and the performance by such party of its obligations and duties hereunder do not and will not violate any other agreement to which such party is a party or by which it is otherwise bound; and

(iv) it and its performance hereunder will comply with all applicable laws and regulations.

10.2 Without prejudice to subsection 10.3 (disclaimer), VoiceStack warrants that:

(i) it will not knowingly include in the Services provided to Customer hereunder any disabling devices, bugs, worms, Trojan Horses, backdoors, viruses or time bombs that intentionally disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner, the operation of a network, computer program or computer system or any component thereof, including its security or user data; and

(ii) it will provide the support and professional services under this Agreement in a professional and workmanlike manner.

10.3 The Service is provided “as is” and “as available” without warranty of any kind, express or implied, including, but not limited to, the implied warranties of title, non-infringement, merchantability and fitness for a particular purpose, and any warranties implied by any course of performance, usage of trade, or course of dealing, all of which expressly disclaimed.

11. Limitation of Liability

Except for its indemnification obligations, in no event shall VoiceStack or its directors, employees, agents, partners, suppliers or content providers be liable under contract, tort, strict liability, negligence or any other legal or equitable theory with respect to the subject matter of this Agreement for any:

(i) lost profits, data loss, cost of procurement of substitute goods or services, or special, indirect, incidental, punitive, or consequential damages of any kind whatsoever, substitute goods or services (however arising);

(ii) bugs, viruses, trojan horses, or the like (regardless of the source of origination); or

(iii) direct damages in excess of (in the aggregate) the Fees paid (or payable) by Customer to VoiceStack hereunder in the twelve (12) months prior to the event giving rise to a claim hereunder.

12. Miscellaneous

12.1 Entire agreement. This Agreement constitutes the entire agreement between Customer and VoiceStack with respect to the subject matter hereof, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Customer and VoiceStack with respect thereto.

12.2 Assignment. Customer may not assign any of its rights or obligations hereunder without VoiceStack’s consent, except that Customer may assign all of its rights and obligations hereunder without such consent to a successor-in-interest in connection with a sale of substantially all of the Customer’s business relating to this Agreement, which is not a competitor of VoiceStack. VoiceStack may utilise subcontractors in the performance of its obligations hereunder and may freely transfer and assign any of its rights and obligations under this Agreement.

12.3 Notices. All notices under this Agreement shall be in writing and shall be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by e-mail; or the day after it is sent, if sent for next day delivery by recognised overnight delivery service. Notices must be sent to the contacts for each party set forth on the Order Form. Either party may update its address set forth above by giving notice in accordance with this section.

12.4 Force majeure. Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party’s reasonable control, including, without limitation, the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes lock-outs or labour disruptions; any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts.

12.5 No partnership. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect.

12.6 Costs. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and legal fees.

12.7 Severability. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable.

12.8 No waiver. The failure of either party to act with respect to a breach of this Agreement by the other party shall not constitute a waiver and shall not limit such party’s rights with respect to such breach or any subsequent breaches.

12.9 Third party rights. This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

12.10 Confidentiality.  Neither party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement, and each party undertakes that it shall not disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except:

(i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this Agreement (provided that such recipients are bound by confidentiality obligations at least equivalent to those set out herein); and

(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

12.11 Conflict. If there is an inconsistency between any of the provisions in these Terms and Conditions and the Order Form, the provisions in the Order Form shall prevail.

12.12 Governing law and jurisdiction. The Agreement shall be governed by and construed in accordance with the laws of England and Wales, and the parties hereby submit to the exclusive jurisdiction of the courts of England and Wales.

EXHIBIT A : Additional Terms and Conditions for VoiceStack (UK)

BY ACCESSING OR USING THE SERVICES, THE CUSTOMER AGREES TO ENSURE THAT BOTH THE CUSTOMER AND ALL END USERS ACCEPT THESE ADDITIONAL TERMS AND CONDITIONS FOR VOICESTACK WHICH ALSO INCORPORATE THE ACCEPTABLE USE POLICY, BOTH OF WHICH MAY BE MODIFIED BY VOICESTACK WITH 30 DAYS’ NOTICE TO THE CUSTOMER LISTED IN THE ORDER FORM.

1. DEFINITIONS: For the purposes of this Agreement, the following definitions apply:

1. End User: Any person that receives or uses Services, irrespective of whether such person or entity is authorized by the Customer to receive or use Services.
2. Service: Digital telephony services and cloud-based software-as-a-service provided by VoiceStack that integrates telephony services with speech transcription and analytics.

1. VoiceStack reserves the right to unilaterally amend all terms and conditions in response to regulatory changes beyond the control of VoiceStack that materially alter the feasibility or economics of the Services provided.
2. Pass through Fees and Charges: Customer shall pay the fees for the Services (including any additional service items, as applicable) as set forth in each Order Form (“Fees”). VoiceStack shall not be responsible for wrong numbers made to Customer's toll-free number.
3. Services: Customer acknowledges and understands that VoiceStack makes no guarantees or claims with respect to directory listing, access to emergency services through 999 calls or other services that might be provided or expected along with Services. THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON- INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. Customer warrants that they will only use the caller id services that might be provided as part of Services (the number will be displayed to the receiving party when you make an outgoing call) for numbers that you own or have expressed written consent to represent. Customer will indemnify and hold VoiceStack, its affiliates, directors, officers, employees, and agents harmless from and against all claims, demands, actions, causes of action, damages, liabilities, losses, and expenses (including reasonable attorney fees) incurred as a result of any act or omission, representation or statement by Customer, its affiliates, directors, officers, employees or agents related to the caller id services. Customer is responsible for notifying VoiceStack any change with caller ID. It is also Customer's responsibility to regulate the caller number for each service, phone system, feature, or extension. VoiceStack may, in its sole and absolute discretion, deny use of caller id services information provided by Customer for any reason.
4. Recordings: Customer understands and accepts that all inbound and outbound calls through the services may be subject to automatic recording as part of the Services by VoiceStack. Customer shall ensure consent from all required parties so that these calls can be recorded, stored, and used by VoiceStack for the purpose of providing and/or analysing the Services. Customer agrees not to use recordings for illegal or fraudulent purposes. Customers understand and agrees that it is familiar with all laws and regulations regarding calling, recording, and receiving of calls, and agrees to comply with those laws and regulations. VoiceStack waives all liabilities from customer, and its agents and or representatives for failure to comply with these laws and regulations. Customer has sole and exclusive responsibility regarding confidential, private, or privileged calls, recordings, or other data or information created or accessible on or through the Services. VoiceStack shall have no responsibility, legally or otherwise, for any information, recordings, calls, material, or data created or accessible on or through the Services. Customer shall indemnify and hold VoiceStack, its affiliates, directors, officers, employees, and agents harmless from and against all claims, demands, actions, causes of action, damages, liabilities, losses and expenses (including reasonable attorney fees) incurred as a result of any act or omission, representation or statement by Customer, its affiliates, directors, officers, employees or agents related to this paragraph.
5. DEFAULT & TERMINATION. Customer may terminate this Agreement during a term only for Cause. “Cause” means any uncured material breach of the terms of this Agreement after giving 30 days prior written notice by the nonbreaching party to the breaching party. In the event the Customer terminates this Order form for any reason whatsoever, before completion of the term from the Effective Date, Customer shall pay applicable early termination charges. For termination prior to installation of Service and after execution of this Agreement, early termination charges shall be those reasonable expenses incurred by VoiceStack through the date of termination. If there is termination after activation of Service, Customer shall be obligated as follows: to pay an early termination charge equivalent to the highest monthly invoice value billed to the Customer under this Order form multiplied by the number of months remaining in the term of the Agreement; to pay VoiceStack for Services actually received; to repay VoiceStack for any credits, discounts, or waived installation costs received in anticipation of a long-term Agreement; and to reimburse VoiceStack for the reasonable costs it incurred in setting up Customer’s Service (including the costs of any equipment installed and not returned in "as new" condition). Customer agrees that VoiceStack’s damages for early termination would be difficult to determine, and the termination charge(s) constitutes a reasonable estimate of appropriate liquidated damages and that such is not intended as a penalty. In all cases where this Agreement is terminated and Customer is using telephone numbers originally assigned by VoiceStack, Customer understands and agrees that those telephone numbers will not be released to another service provider until all undisputed charges owing to VoiceStack are paid.
6. Equipment: Upon default, termination, or cancellation of this Agreement, for any reason, Customer agrees to return all equipment to VoiceStack in a prompt and timely manner, all equipment not returned and in good and clean cosmetic and working order will be charged full original retail value for such equipment. Unless otherwise provided for herein, all equipment provided by VoiceStack shall remain the sole and exclusive property of VoiceStack.
7. Service Maintenance: VoiceStack may from time to time suspend Services for routine maintenance or rearrangement for a short period of time. Whenever possible, VoiceStack will give Customer advance notification. In no event shall VoiceStack be liable for special or consequential damages or for lost profits of any kind.
8. ACCEPTABLE USE POLICY. Customer hereby acknowledges that Customer has read, and is familiar with, VoiceStack’s Acceptable Use Policy ("AUP") as mentioned below and incorporated by this reference. Customer hereby acknowledges that any violation of the AUP by Customer shall entitle VoiceStack to terminate or suspend the Services provided hereunder to customer. The AUP may be updated from time to time at the sole discretion of VoiceStack. VoiceStack shall communicate any changes to the AUP and Customer may terminate this agreement within 30 days of such communication if the changes to the AUP are not acceptable by the Customer.
9. Fair and Reasonable Use: Services are for normal, reasonable business use and consistent with the types and levels of usage by typical customers using Services on same or similar plans. "Typical" refers to the calling patterns of at least 95% of VoiceStack’s Customers on the same or similar plan. Certain plans, including unlimited call minutes, are designed for normal commercial use and are not intended to represent typical usage by unique organizations such as call centers (other than the internal call centers inside a dental practice), resellers, fax messaging services or telemarketing firms. Unauthorized or excessive use beyond that Typical use may cause extreme network capacity and congestion issues for VoiceStack and third party networks. VoiceStack may suspend services in the event of unauthorized or excessive use. Notwithstanding the above, Customer shall be considered in violation of this section if aggregate call minutes for the Customer are more than 3000 minutes per User per calendar month.

Acceptable Use Policy

Good Methods UK Ltd (“VoiceStack”) has formulated this Acceptable Use Policy ("AUP") in order to encourage the responsible use of VoiceStack’s networks, equipment, systems, services, web sites, and products (collectively, the "VoiceStack Services") by its customers, users granted access by customers, and any other users of the VoiceStack Services (collectively, "Users"), and to enable it to provide its Users with secure, reliable and productive services. By using the VoiceStack Services, Users consent to be bound by the terms of this AUP. VoiceStack reserves the right to modify this AUP in its discretion at any time. Any use of the VoiceStack Services after such modification shall constitute acceptance of such modification.

VoiceStack Services are for Users’ direct business use and Users shall not, under any circumstances, resell, retail, repackage for sale, distribute or wholesale or otherwise commercially distribute the services described herein by itself or in conjunction with any other services provided by Users. The VoiceStack Services must be used in a manner that is consistent with the intended purpose of the VoiceStack Services and may be used only for lawful purposes. Users shall not use the VoiceStack Services to transmit, distribute or store material: (a) in violation of any applicable law or regulation, including export or encryption laws or regulations; or (b) that may expose VoiceStack to criminal or civil liability. Users are further prohibited from assisting any other person in violating any part of this AUP. VoiceStack takes no responsibility for any material created or accessible on or through the VoiceStack Services. VoiceStack is not obligated to monitor or exercise any editorial control over such material but reserves the right to do so. In the event that VoiceStack becomes aware that any such material may violate this AUP and/or expose VoiceStack to civil or criminal liability, VoiceStack reserves the right to block access to such material and suspend or terminate any Users creating, storing or disseminating such material. VoiceStack further reserves the right to cooperate with legal authorities and third parties in the investigation of alleged wrongdoing, including disclosing the identity of the Users that VoiceStack deems responsible for the wrongdoing. Users shall not use the VoiceStack Services to transmit, distribute or store material that is illegal or illicit. Material accessible through the VoiceStack Services may be subject to protection under privacy, publicity, or other personal rights and intellectual property rights, including but not limited to, copyrights and laws protecting patents, trademarks, trade secrets or other proprietary information. Users shall not use the VoiceStack Services in any manner that would infringe, dilute, misappropriate, or otherwise violate any such rights. Users shall not use the VoiceStack Services to transmit, distribute or store material that contains a virus, worm, Trojan horse, or other component harmful to the VoiceStack Services, any other network or equipment, or other users. Users shall not use the VoiceStack Services to transmit or distribute material containing fraudulent offers for goods or services, or any advertising or promotional materials that contain false, deceptive, or misleading statements, claims, or representations. In addition, Users are prohibited from submitting any false or inaccurate data on any order form, contract or online application, including the fraudulent use of credit cards. Users shall only use authentication credentials to make and receive phone calls and services on approved VoiceStack devices. Users shall not use any device and/or software that has not been authorized by VoiceStack. User agrees to only use Services for normal and regular business use. Any attempt to use any other device or software not approved by VoiceStack in writing or use VoiceStack for any other purpose than normal business service as approved by VoiceStack will be investigated and prosecuted to the full extent of the law. Users shall not use the VoiceStack Services to send unsolicited email messages, including, without limitation, bulk commercial advertising or informational announcements ("spam"). Further, Users are prohibited from using the service of another provider to send spam or to promote a site hosted on or connected to the VoiceStack Services. Users are prohibited from violating or attempting to violate the security of the VoiceStack Services , including, without limitation, (a) accessing data not intended for such Users or logging into a server or account which such Users is not authorized to access, (b) impersonating VoiceStack personnel, (c) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization, (d) attempting to interfere with, disrupt or disable service to any subscriber, host or network, including, without limitation, via means of overloading, "flooding", "mailbombing", "denial of service" attacks or "crashing", (e) forging any TCP/IP packet header or any part of the header information in any e mail or newsgroup posting, (f) taking any action in order to obtain services to which such User is not entitled, or (g) attempting to utilize another subscriber's account name or persona without authorization from that User. Users are also prohibited from attempting any action designed to circumvent or alter any method of measuring or billing for VoiceStack services. Violations of system or network security may result in civil or criminal liability. VoiceStack will investigate occurrences which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting Users who are involved in such violations.