Agreeing to our Terms of Service
Date Last Modified: Aug 2023
The ed.voicethread.com and voicethread.com websites (the “Websites”), the VoiceThread mobile applications (the “Apps”), and the related online and mobile services (collectively with the Website and the App, the “Services”) are made available by VoiceThread, LLC, a Delaware limited liability company (“VoiceThread”), subject to these Terms and Conditions. Certain provisions in the proceeding paragraphs may only apply to certain portions of the Services.
By accessing any part of the Services, you are agreeing to the Terms and Conditions described below (the “Terms and Conditions” or “Terms”) AND THE TERMS AND CONDITIONS OF OUR PRIVACY NOTICE (the “Privacy Notice”), WHICH ARE INCORPORATED HEREIN BY REFERENCE. If you do not agree to any of these Terms, you should not use the Services. If you are otherwise engaged with VoiceThread for specific Services through a subsequent agreement, that agreement shall control and supersede these Terms and Conditions. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT DOWNLOAD THE APPS OR CONTINUE TO ACCESS OR USE THE SERVICES AND DO NOT REGISTER FOR AN ACCOUNT.
These Terms and Conditions apply to all Users, including Users who are simply viewing content available via the Service, Users utilizing free Services, and Users who have engaged for paid Services. Users include, but are not limited to, students, parents, educators, academic institutions, or administrators (collectively, “Users,” “you” and through similar words such as “your,” etc.). Not all Terms shall apply to all types of Users where specified in the Terms and Conditions. Please note, these Terms and Conditions are offered in multiple languages consistent with the version of the platform you are using. To ensure you are viewing in the appropriate language, please review these Terms as connected via your instance of the platform.
If you are under the age of 13, you are not permitted to register for an Account (defined below) on the Services.
Registering or creating an account on the K-12 focused service ed.voicethread.com may only be completed, or facilitated by, an educator, school administrator, or other school official.
If you are a member of an organization, such as a school district, university, or other, similar educational institution, your organization may have engaged VoiceThread under a separate written agreement. Such agreement is separate from these Terms and Conditions and, in the event such agreement conflicts with these Terms and Conditions, that agreement shall control and supersede these Terms and Conditions. If you are entering into these Terms and Conditions on behalf of your organization, you represent that you have the authority to bind such entity to these Terms and Conditions. If you do not have such authority or otherwise do not agree to these Terms and Conditions, you should not use or access the Services. You must be a grade school educator or administrator to register for the portion of the Services available on ed.voicethread.com.
We reserve the right to refuse a User’s access to the Service for any reason, at our sole discretion. In addition, at our sole discretion, we may suspend or terminate a User’s Account (described below) for any reason. Such termination of your Account will result in your loss of access to the Services. We will not be liable for any decision to suspend, terminate or refuse service under any circumstances.
The Service is controlled and offered by us from our facilities in the United States of America. Except as indicated in these Terms and the Privacy Notice, we make no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are responsible for compliance with local law.
To ensure you remain in compliance with these Terms and Conditions, VoiceThread recommends reviewing the current Terms and Conditions each time you access or use the Services. All access to and use of the Services and Accounts (including, but not limited to, the materials, content, information, and data contained on or provided through the Services and Accounts) are subject to compliance with these Terms and Conditions and all applicable laws, rules, and regulations. If you have any questions or comments regarding these Terms and Conditions or the Services, please contact VoiceThread at the contact information listed below. In addition, if you would like to report violations of these Terms and Conditions (including but not limited to violations by an individual User), please utilize the contact information listed below.
2. General Use
The Services are made available to you for your personal (noncommercial) and/or educational use and are subject to these Terms and Conditions, to allow you to (i) obtain information about the Services, (ii) register for an Account, and (iii) engage with the various interactive properties available on the Services. Subject to these Terms and Conditions, VoiceThread grants you a limited, non-exclusive, non-transferable, and revocable license to download, access, and use the Services solely for the applicable purposes described in these Terms and Conditions and for your personal, non-commercial benefit. Except as otherwise expressly set forth herein, you shall have no other rights to the Services, and no other rights shall be implied.
3. Visitors to the Service and Account Creation
You may be able to visit certain public sections of the Services without identifying yourself or providing personal information. In order to access some features of the Services, you are required to register with the Services and select a username and password (create an “Account”). By registering for an Account, you represent and warrant that all registration information you submit is truthful and accurate. You may not have more than one (1) Account without VoiceThread’s permission, and you must access the Services and non-public portions of the Websites and Apps through your Account. The security and confidentiality of your Account username and password is your sole responsibility. You shall ensure that no unauthorized person shall have access to your Account, username, or password and shall immediately notify VoiceThread of any unauthorized access or use of which you become aware. You may not transfer your Account to anyone without the express prior written consent of VoiceThread. You agree to bear all responsibility and liability for all actions under or through your Account as well as all fees and/or charges incurred from the use of your Account, whether authorized or unauthorized. You may update your Account by changing the Account settings.
If you would like to delete your Account, you may do so at any time by contacting VoiceThread as described herein. When you delete your Account or a student’s Account, we delete the profile information and any other content those Accounts have provided to the Service. Information that you have shared with others, others have shared about you, or content others may have copied is not part of your Account and may not be deleted when you delete your Account. If you are an educator or school administrator using the ed.voicethread.com portion of the Services, you may delete any Account(s) you have administrative control over by logging into the management portal associated with your Account.
4. Registration Data
All of your information and data provided to VoiceThread in connection with registering for your Account (“Registration Data”) must be true, accurate, current, and complete at all times, and it is your responsibility to immediately update your Registration Data should any changes occur in order to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, or incomplete, or if VoiceThread has reasonable grounds to suspect that such information is untrue, inaccurate, or incomplete, VoiceThread has the right to suspend or terminate your Account as described in these Terms. If you are registering for Accounts of behalf of others (e.g., an educator registering on behalf of students), you warrant that the appropriate permissions and authorizations have been received prior to such registration.
Notwithstanding anything to the contrary, you hereby authorize VoiceThread and its affiliates, contractors, and suppliers to use, copy, sublicense, and disclose Registration Data (i) as part of providing the Services; (ii) if required by applicable law, where necessary to enforce these Terms and Conditions, and/or to protect any of VoiceThread’s or other parties’ legal rights; (iii) in an aggregated form which does not include your identifying information; and (iv) as permitted by VoiceThread’s Privacy Notice. You are solely responsible for obtaining any necessary rights, authorizations, and/or consents with respect to your Registration Data, including, without limitation, to grant the foregoing rights to VoiceThread and its affiliates, contractors, and suppliers. If you provide VoiceThread your email address, you hereby consent to and authorize VoiceThread to (a) send notices regarding the Services to such email address, instead of notice by other means such as mail, and (b) send other messages to such email address, such as changes to features of the Services and special offers (collectively, “Other Messages”). If you do not want to receive Other Messages, you may opt out in the available email communications settings. Opting out of receiving Other Messages may prevent you from receiving email messages regarding updates, changes to the Services or offers.
We reserve the right, at any time, to change any fees or charges for Users (or to begin charging fees for any free service), provided that such changes will not apply to fees or charges paid prior to the time of the change. We will charge you sales tax as applicable to the Services or any order placed through the Services, based on your billing address. In addition, you will be responsible for all other taxes, levies, duties, or similar charges, only excluding taxes based on our income.
6. Changes to the Services
We reserve the right, at any time, to make changes to the Services. Such changes made include alterations to the features and functionality of the Websites and Apps, suspending or canceling certain portions of the Services offered, or limiting the Services that particular individuals or groups of individuals may access. Any change is made at the sole discretion of VoiceThread, except regarding changes to how Education Records are used or shared under these Terms and Conditions. VoiceThread will not make changes to the use of Education Records (as defined in the Privacy Notice) without advance notice and consent from the school official or academic institution relevant to such records, in a manner consistent with applicable law.
7. User Content
VoiceThread offers you a communications tool, and as such, the Services may contain User-generated or provided data, content, and materials (“User Content”). User Content may include Education Records. It may also include commentary in forums or discussion spaces, reviews on any portion of the Services, or other content shared in workshops or on your User Account. User Content is the sole responsibility of the User that submitted that User Content. VoiceThread does not control User Content generated or provided by Users and is under no circumstances responsible or liable in any way for any User Content that is made available through the Services. VoiceThread does not endorse any User Content, and does not warrant or guarantee the integrity, truthfulness, accuracy, quality, authenticity, or identity of any User Content. VoiceThread reserves the right (but is not obligated) to edit or remove any User Content in whole or part, at any time, and for any or no reason. You agree that VoiceThread is not liable for any loss or damage of any kind resulting from the availability, access, and/or use of any User Content. You acknowledge that all content accessed by you through the Services is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom. You further agree that the User Content you may generate or provide through the Services shall be truthful and not misleading. You understand that you may not post or transmit any message, data, image or program that would violate the property rights of others, including unauthorized copyrighted text, images or programs, trade secrets or other confidential proprietary information, and trademarks or service marks used in an infringing fashion. You acknowledge and agree that your submitted User Content may be made available to other Users of the Services (subject to the features of the Service which may restrict what Users can view and access your User Content), however, VoiceThread does not guarantee publication of any User Content.
Your content is yours. In order to provide the Service, except as specifically limited in these Terms or the Privacy Notice, you hereby grant to VoiceThread and its affiliates, contractors, and suppliers a nonexclusive, perpetual, irrevocable (except as otherwise indicated herein or in the Privacy Notice), world-wide, royalty-free, assignable, and sublicensable (through multiple tiers), license to reproduce, copy, use, host, store, sublicense, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform and display, including digitally or electronically, your submitted User Content, (i) in connection your engagement with the Services, (ii) if required by applicable law, where necessary to enforce these Terms and Conditions and/or to protect any of VoiceThread’s or other parties’ legal rights, (iii) in an aggregated form which does not include your identifying information, and (iv) as permitted by VoiceThread’s Privacy Notice. You are solely responsible to obtain any necessary rights, authorizations, and consents with respect to your submitted User Content, including, without limitation, to grant the foregoing rights to VoiceThread and its affiliates, contractors, and suppliers. You retain all ownership rights you may have in User Content and VoiceThread does not claim any ownership rights in User Content. VoiceThread may use its license in User Content as necessary to perform or improve the Services, to evaluate metrics and analytics regarding User Content in an aggregated form (not personally identifiable) for marketing or business development purposes, for research or development, or any other purpose as permitted in the Privacy Notice.
The license you grant to VoiceThread to reproduce, copy, use, host, store, sublicense, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform and display User Content will terminate when (i) you delete such User Content with intellectual property rights, (ii) you or your organization deletes any personal information that may be considered User Content, or (iii) you delete your Account. If your content has been shared with others, and they have not deleted it or removed others’ access to it, then such User Content may still be available on the Services. When you delete User Content, Education Records, or personal information, it will be deleted in a manner similar to moving it to the recycle or trash folder on your computer or device. “Undo” features may be available for certain deletion events to enable deletion errors to be rectified before data is irretrievably lost, and, as such, deleted content may persist in backup copies for a reasonable period of time, though such deleted content will not be available to other Users. For more information, please see our Deletion Policy.
You acknowledge and agree that (i) you are solely responsible and liable for your interactions with other Users of the Services, (ii) VoiceThread does not control the acts, omissions, policies, or procedures of other Users of the Service. Without limiting the foregoing, you understand the risks associated with the access to and use of the Services and any User Content and other data, content and materials made available through the Services, and acknowledge that you are using the Services and such other data, content and materials at your own risk and that you are personally responsible for verifying their suitability for your needs. To the maximum extent permitted by law, VoiceThread is not liable for, and you hereby waive, release, relinquish and forever discharge VoiceThread, its employees, members, managers, governors, suppliers, agents, contractors, affiliates, representatives, successors and assigns (collectively, the “VoiceThread Parties”), from any and all claims, counterclaims, demands, causes of action, suits, liabilities, injuries to person or property (including, but not limited to, death, incapacity and disability), damages, losses, costs and expenses, whether known or unknown, liquidated or unliquidated, fixed or contingent, direct or indirect, arising out of or related to (a) your access to and use of the Services, (b) access to and use of any User Content and other data, content, and materials made available through the Services, (c) and your interactions with other Users of the Services. You agree to not sue VoiceThread and the other VoiceThread Parties, or assist any other person or entity in any suit against VoiceThread and the other VoiceThread Parties, with respect to any matters released in this Section or otherwise released in these Terms. The Terms of this release shall also apply to any of your relatives, next of kin, heirs, beneficiaries, employers, successors, or assigns who assert or attempt to assert any claims on your or their behalf.
9. Ownership and Intellectual Property
Except for certain User Content as described herein, all material included on the Services, including (without limitation) the text, software, scripts, graphics, photos, sounds, music, videos, interactive features, and the like (“Content”) are owned by or licensed to us, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. You acknowledge and agree that as between you and VoiceThread, VoiceThread is and shall remain the exclusive owner of the Services, VoiceThread’s data, information, and Content (expressly excluding User Content as otherwise described in these Terms and Conditions), and all patent, copyright, trade secret, trademark, and other intellectual property rights therein. In addition, the compilation and presentation of the Content on the Service is subject to copyright owned exclusively by us. Content on the Service may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without our prior written consent. We reserve all rights not expressly granted in and to the Service and the Content. You agree to not engage in the use, copying, or distribution of any of the Content other than expressly permitted herein, including any use, copying, or distribution of User Content obtained through the Service for any commercial purposes. These Terms and Conditions do not grant you the right to use any VoiceThread marks. If you download or print a copy of the Content for personal use, you must retain all copyright and other proprietary notices contained therein and you expressly acknowledge that such use does not give you ownership in the Content or Services. You agree not to circumvent, disable, or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Service or the Content therein. You shall not challenge or assist any third party to dispute or challenge VoiceThread’s or its licensors’ ownership of such rights or the validity or enforceability of such rights. VoiceThread expressly reserves all rights not expressly set forth in these Terms and Conditions.
If you find or suspect intellectual property infringement with respect to the Services or User Content, please follow the procedure outlined in Section 10. If you believe that the Services or any User Content otherwise violate these Terms and Conditions, or have questions, complaints or claims regarding the Services, please immediately notify VoiceThread using the contact information located below. Upon receiving such information, VoiceThread will investigate the matter, in its sole discretion.
10. Reporting Copyright Infringement
Reporting Copyright Infringement. VoiceThread respects the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide VoiceThread’s Copyright Agent the following information:
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
- a description of the copyrighted work or other intellectual property that you claim has been infringed upon;
- a description of where the material that you claim is infringing is located in the Services;
- your address, telephone number, and email address;
- a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
- and a statement by you, made under penalty of perjury, that the above information in your notice to VoiceThread is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
VoiceThread’s Copyright Agent for Notice of claims of copyright or other intellectual infringement can be reached as follows: Copyright Agent c/o VoiceThread, PO Box 970533, Boca Raton, Florida 33497-0533, or by phone or fax at (253) 785-0036.
11. Prohibited Uses
In addition to uses otherwise prohibited by VoiceThread, these Terms and Conditions, or applicable law, you shall not, and you shall not allow any third party to, do any of the following:
- Download, access, use or register for any portion of the Services if you are under thirteen (13) years old.
- Download, access, use or register for the portion of the Services that is available on ed.voicethread.com if not approved and/or faciliated by a school official.
- Bully, intimidate, or harass any User of the Services in any manner that is threatening, abusive, violent, or harmful to any person or entity, or invasive of another’s privacy.
- Post User Content that is considered age-inappropriate based on the intended audience, hate speech, discriminatory, threatening, pornographic, inciting violence, or that contains nudity or graphic or gratuitous violence.
- Change or delete any copyright or proprietary notices from the Services.
- Use the Services other than as permitted by these Terms and Conditions and that you will not use the Services in a manner inconsistent with the original intent of its design.
- To impersonate or attempt to impersonate VoiceThread, a VoiceThread employee, another authorized User, or any other person or entity.
- Collect, solicit, or otherwise obtain registration information belonging to someone else.
- Use or disclose User Content or other data, including personal information, about other Users without their prior consent or for unlawful purposes.
- Access or use the Services to send unsolicited commercial messages to any person, or to threaten, harm or harass another User’s Account, use and/or access of the Services, including, but not limited to, attempting to gain access to another User’s Account.
- Use the Services to engage in illegal multi-level marketing, such as a pyramid scheme.
- Access or use the Services by artificial means or in a manner that, in VoiceThread’s sole discretion, would inflict an excessive load on VoiceThread’s or its suppliers’ hardware or software.
- Post, upload or transmit: (i) any data, content or materials meant to market or advertise services or products that are competitive with the Services, solicit any other Users of the Services for such purposes and/or use data, content or materials gathered from the Services for such purposes, (ii) any data, content or materials of any type that infringe or violate any rights of any party, including, but not limited to, any patent, copyright, trademark, trade secret or any proprietary or other right of VoiceThread or a third party, (iii) any data, content or materials that are illegal, threatening, obscene, defamatory, harmful, invasive to privacy or otherwise violate the rights of VoiceThread or a third party, and/or (iv) any disabling code (defined as computer code designed to interfere with the normal operation of the Services or VoiceThread’s or a third party’s hardware or software) or any program routine, device or other undisclosed feature, including, but not limited to, a time bomb, virus, software lock, drop-dead device, malicious logic, worm, Trojan horse or trap door which is designed to delete, disable, deactivate, interfere with or otherwise harm the Services or VoiceThread’s or a third party’s hardware or software.
- Use the Services for any benchmarking, monitoring, or testing availability or performance, or any other competitive use, including, but not limited to, creating services, products or software that are substantially similar to the Services.
- Decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or derive any source code (or underlying ideas, algorithms, structure or organization), modify or create a derivative work of the Services by any means whatsoever.
- Distribute, disclose, or allow use of any portion of the Services or your Account in any format through any timesharing device, service bureau, network or by any other means, to or by any third party.
- Use or access any data, content, or materials for any purpose or in any manner other than real-time viewing (which prohibits, for example, screenshots, downloading and storing) unless expressly permitted by the features of the Services.
- Use or access the Services or any data, content or materials provided through the Services in violation of international, federal, state, or local law or other applicable rules or regulations (including, without limitation, any laws regarding the export of data or software to and from the US and other countries). If you access the Services from outside the United States, you do so at your own risk and responsibility for compliance with laws of your jurisdiction.
- To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Service, or which, as determine by us, may harm VoiceThread or Users of the Service or expose them to liability.
Any violation of the provisions of this Section 11 may result in termination, as described in Section 15.
12. Accessibility and Updates
Users are solely responsible for providing, maintaining, and ensuring compatibility with the basic access requirements for the Services, and all hardware, software, electrical or other physical requirements for use of the Services, including, without limitation, mobile devices, telecommunications and internet access, connections, web browsers or other equipment, programs and services required to download, access and use the Services. To use the Apps, you must have a compatible mobile device and VoiceThread does not guarantee that the Apps will be compatible with any specific mobile device. You are solely responsible for your mobile device data or related charges. VoiceThread may from time-to-time issue upgraded versions of the Apps and may automatically update the version of the Apps that you are using.
VoiceThread aims to comply with the accessibility standard in the latest version of published version of WCAG, Section 508 of the Rehabilitation Act, and EN 301 549 Accessibility requirements suitable for public procurement of ICT products and services in Europe. VoiceThread’s VPAT is available upon request. We make every effort to not interfere with the use of assistive technology or assistive devices. For any accessibility questions or to obtain a copy of our VPAT, contact firstname.lastname@example.org.
13. Third Party Content and Products
The Service may contain links to Third-Party Content (defined below) and other third-party websites that are not owned or controlled by VoiceThread. Links are provided to online Users solely as a convenience and our inclusion of such links does not imply any endorsement of the information by VoiceThread (e.g. https://studentprivacypledge.org/privacy-pledge/). In addition, as part of ordinary use of the Services, Users may share links to third party content or websites that are also subject to this provision. While VoiceThread does not permit posting age-inappropriate material and reserves the right to remove links or posts that are not appropriate, VoiceThread does not have a means to automatically delete such links, and there may be a time period where a link is available before it can be removed.
You acknowledge and agree that we have no control over linked sites and resources, are not responsible for the availability of linked sites or resources, and do not endorse and are not responsible or liable for any content, advertising, products, features, services, information, or other materials on or available from linked sites or resources, or any websites that they may link to (collectively, “Third-Party Content”). We shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Content.
Access to the Services may include hardware, software, and other proprietary materials from VoiceThread’s third party suppliers that are subject to license rights, terms, and restrictions (collectively, “Third-Party Licenses”). In such event, your rights to the Services are expressly subordinate and subject to the Third-Party Licenses and you must comply with Third-Party Licenses. If VoiceThread’s rights provided by a third-party supplier are limited, suspended, or terminated for any reason, your rights shall also be so limited, suspended or terminated. To the extent of any conflict between the terms of these Terms and Conditions and the terms of a Third-Party License, the terms of the Third Party-License shall control with respect to the applicable third-party product.
You represent and warrant that (i) these Terms and Conditions constitute your legal, valid and binding obligation enforceable against you in accordance with their terms, subject to the principles of equity, bankruptcy, insolvency, reorganization and other laws affecting creditors’ rights generally, (ii) you have all requisite authority to enter into these Terms and Conditions, (iii) your agreement to these Terms and Conditions and performance or compliance with the terms of these Terms and Conditions will not conflict with, result in a breach of, constitute a default under or require the consent of any third party under any license, sublicense, lease, contract, agreement or instrument to which you or your affiliates are bound or to which your properties are subject, (iv) you are the lawful owner of any submitted User Content and your Registration Data, or to the extent you are not the lawful owner, you have all rights necessary for you to provide, upload and make available in submitted User Content and your Registration Data and license it as specified herein, (v) your submitted User Content and your Registration Data will not violate or in any way infringe on any patent, copyright, trade secret, trademark, intellectual property or other rights of a third party or another’s rights of publicity and privacy, (vi) your submitted User Content is not harmful, fraudulent, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, or otherwise objectionable, and (vii) your submitted User Content does not violate any international, federal, state or local law, statute, ordinance, or regulation or which would render VoiceThread in violation of any applicable laws or regulations, including, without limitation COPPA and FERPA.
If you are entering these Terms and Conditions on behalf of an academic institution or other similar organization, you acknowledge and warrant that you are solely responsible for compliance with applicable provisions of COPPA when obtaining necessary consents for use of the Services.
Access to the Services is provided at the discretion of VoiceThread. VoiceThread has the right at any time, with or without prior notice, to suspend or terminate your access to the Services or your Account, and to refuse any and all current or future use of all or any portion thereof, for any reason, including, but not limited to, if VoiceThread believes that you are in violation of any of the provisions of these Terms and Conditions, your Account is being used without your authorization, or the information you have provided is inaccurate, not current or incomplete. VoiceThread shall also have the right, but not the obligation, at any time to change or discontinue any aspect or feature of the Services and/or change or remove any of the User Content from the Services, in its sole discretion. In the event you desire to terminate your Account you may do so through the Services or by contacting VoiceThread at the contact information provided herein. Upon termination of your Account, all of the information associated with your Account may be retained or deleted without notice, consistent with applicable law. VoiceThread shall have no liability for such deletion. You may not continue to use any portion of the Services following the termination of your Account.
To the fullest extent permitted by law, you shall indemnify, defend and hold VoiceThread and the other VoiceThread Parties harmless from and against any and all losses, liabilities, suits, actions, obligations, fines, damages, judgments, penalties, claims, causes of action, charges, costs and expenses (including, but not limited to, attorneys’ fees, disbursements and court costs prior to trial, at trial and on appeal) arising out of or resulting from, or alleged to result from (i) your breach of these Terms and Conditions, (ii) your access to and use of the Services, and/or (iii) your Content and your Registration Data; provided, the foregoing provisions of this Section shall not apply to the extent such losses, costs and expenses arise out of the gross negligence or willful misconduct of VoiceThread.
EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS AND CONDITIONS, VOICETHREAD DOES NOT MAKE AND HEREBY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, REPRESENTATIONS AND ENDORSEMENTS OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT) WITH REGARD TO THE SERVICES, USER CONTENT OR ANY OTHER DATA, CONTENT AND MATERIALS CONTAINED IN OR PROVIDED THROUGH THE SERVICES. THE SERVICES AND USER CONTENT ARE PROVIDED ON AN “AS IS” BASIS. IF YOU ARE DISSATISFIED WITH THE SERVICES, USER CONTENT, THESE TERMS AND CONDITIONS OR ANY PORTION OF THE FOREGOING, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES. VOICETHREAD DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE SERVICES, AND OPERATION OF THE SERVICES MAY BE INTERFERED WITH BY NUMEROUS FACTORS.
THIS SERVICE MAY CONTAIN TRANSLATIONS POWERED BY GOOGLE AND OR OTHER SERVICES. SUCH SERVICES DISCLAIM ALL WARRANTIES RELATED TO THE TRANSLATIONS, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, RELIABILITY, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.
CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU AND YOU MAY HAVE ADDITIONAL RIGHTS.
SUBJECT TO THE OTHER LIMITATIONS AND DISCLAIMERS IN THESE TERMS AND CONDITIONS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VOICETHREAD OR ANY OTHER VOICETHREAD PARTIES BE LIABLE UNDER ANY LEGAL THEORY FOR (I) ANY INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS, THE SERVICES OR USER CONTENT, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, INTEREST OR INTERRUPTION OF BUSINESS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (II) ANY DAMAGES EXCEPT TO THE EXTENT OF ACTUAL, DIRECT DAMAGES INCURRED BY YOU, NOT TO EXCEED TWO HUNDRED AND FIFTY AND NO/100 DOLLARS ($250.00) OR THE FEES PAID FOR THE SERVICE OVER THE PAST 12 MONTHS, whichever is greater. THE EXISTENCE OF MULTIPLE CLAIMS SHALL NOT INCREASE THIS LIMIT. Any of your claims arising in connection with these Terms and Conditions, the Services or User Content must be brought within one (1) year of the date that the event giving rise to such action occurred.
19. Force Majeure
VoiceThread shall not be responsible for delays or failures of performance resulting from acts beyond its reasonable control. Such acts shall include, but are not limited to, acts of God, strikes, public internet and private internet connection failures, third party service providers, lockouts, riots, acts of war, acts of terror, epidemics, government regulations, fire, communication line failures, power failures, earthquakes, and other disasters.
20. Personal Information
VoiceThread may collect your personal and non-personal information when you download, register for, access and/or use the Services. You agree that VoiceThread may collect, process, transfer, use and disclose your information in accordance with VoiceThread’s Privacy Notice which is incorporated herein by reference and deemed a part hereof. VoiceThread will only share and or use your personally identifiable information in accordance with the Privacy Notice. If you are an organization or a member of an organization and you have registered for an Account and provided personal information on behalf of someone else (i.e., a student), you agree that you have received necessary authorizations and or parental consents to provide such information to VoiceThread.
If you submit any ideas, concepts, feedback or related information concerning the Services to VoiceThread through the Services or by other means, you hereby grant, and/or warrant that the owner of such content or intellectual property has expressly granted to VoiceThread, a royalty-free, perpetual, irrevocable, world-wide, non-exclusive, transferable, sublicensable (through multiple tiers) license to reproduce, copy, use, create derivative works from, modify, publish, edit, translate, distribute, perform and display, including digitally or electronically, such content or intellectual property in any media or medium, or any form, format or forum now known or hereafter developed. By submitting such feedback, you acknowledge and agree that such feedback does not include confidential or proprietary information as VoiceThread is not under any obligation of confidentiality. You agree that you are not entitled any compensation or reimbursement of any kind under any circumstances.
You may not assign or transfer these Terms and Conditions, or any of your rights or obligations hereunder, without the prior written consent of VoiceThread, and any attempted assignment or transfer without VoiceThread’s prior written consent shall be null and void. VoiceThread may assign these Terms and Conditions to an affiliate or the surviving entity or its successor in the event of its merger or the sale of all or substantially all of its assets. All of the terms and provisions of these Terms and Conditions shall be binding upon and shall inure to the benefit of the parties hereto and their respective personal representatives, estates, heirs, successors and permitted assigns.
23. Governing Law
These Terms and Conditions shall be governed by, construed, and enforced according to the laws of the State of Florida, without regard to its conflict or choice of law principles. Any action arising out of or relating to these Terms and Conditions shall be brought only in the state or federal courts of Palm Beach County, Florida, and all parties expressly consent to such courts’ jurisdiction and irrevocably waive any objection with respect to the same.
24. Complete Agreement
Unless and solely to the extent that you or your organization are subject to a separate written agreement with VoiceThread that governs your use of the Services (in which case, such agreement will control), you agree that these Terms and Conditions are a complete and exclusive agreement between you and VoiceThread and these Terms and Conditions supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter contained herein. These Terms and Conditions may not be modified except as provided herein. Any subsequent versions of these Terms and Conditions posted on the Services will be deemed a writing signed by both parties.
25. Contact Information
Except as otherwise provided, notices under this Agreement shall be in writing and shall be deemed given three (3) business days after the date sent by certified mail, postage prepaid with return receipt requested, or when received via electronic mail, in each case to the respective party as set forth below.
- VoiceThread, LLC
- Attn: Legal Notices
- 575 PECONIC LN #199
- PECONIC NY 11958-1415
- Email: email@example.com
- As specified in your Account information.
The failure of either party to exercise, in any respect, any right provided for herein shall not be deemed a waiver of any future rights hereunder. Section headings are not to be considered part of these Terms and Conditions. They are included solely for convenience and not intended to be full or accurate descriptions of the content hereof. Except as otherwise set forth herein, if any provision of these Terms and Conditions is found void or unenforceable, this will not affect the validity of the balance of these Terms and Conditions, which shall remain valid and enforceable, and the invalid or unenforceable provision shall be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision. Except as stated herein, nothing in these Terms and Conditions is intended to confer upon any person other than the parties hereto, and their respective personal representatives, estates, heirs, successors and permitted assigns, any rights or remedies under or by reason of these Terms and Conditions. Any and all rights and obligations contained in these Terms and Conditions which by their nature and/or context are intended to survive termination of these Terms and Conditions shall so survive, including, but not limited to, perpetual license grants, indemnification, limitations of liability and disclaimers. No breach or right under these Terms and Conditions may be waived unless in writing signed by the waiving party. No agency, partnership, joint venture, or employment is created as a result of these Terms and Conditions, and you do not have the authority of any kind to bind VoiceThread in any respect whatsoever.
27. App Store
This Section 27 only applies to the Apps. You acknowledge and agree that the availability of the Apps is dependent on the third party from whom you received the Apps license, including, without limitation, the Apple App Store or Google Play (each an “App Store”).
- These Terms and Conditions are only between you and VoiceThread, not an App Store. As between VoiceThread and an App Store, VoiceThread is solely responsible for the Apps and the Apps’ content.
- Your license to the Apps set forth herein is limited to use of the Apps on products that you own or control and as permitted by the applicable App Store Terms and Conditions or terms of service.
- To the extent that VoiceThread is responsible for any maintenance or support services with respect to the Apps under applicable law, you acknowledge that no App Store has any obligation whatsoever to furnish any such services.
- The Apps are provided on an “AS-IS” basis. To the extent that any product warranties are not effectively disclaimed by these Terms and Conditions, VoiceThread is solely responsible for any such product warranties. In the event of any failure of the App to conform to any applicable warranty, you may notify the applicable App Store, and, if the App was purchased, such App Store may refund the purchase price for the Apps to you. To the maximum extent permitted by applicable law, no App Store will have any other warranty obligation whatsoever with respect to the Apps, and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty shall be VoiceThread’s sole responsibility.
- Your claims are limited by these Terms and Conditions. To the extent you have any claims relating to the Apps, VoiceThread, not any App Store, is solely responsible for addressing such claims, including, but not limited to: (i) product liability claims, (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement, and (iii) claims arising under consumer protection, privacy, or similar legislation.
- VoiceThread shall not be obligated to indemnify, defend or hold you harmless from any third-party claims relating to the App. To the extent that VoiceThread is responsible to indemnify you under applicable law in the event of any third-party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights, VoiceThread, not any App Store, shall be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
- You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
- Each App Store, including its subsidiaries, are third party beneficiaries of these Terms and Use, and upon your acceptance of these Terms and Conditions, each App Store will have the right (and will be deemed to have accepted the right) to enforce these Terms and Conditions against you as a third-party beneficiary.
28. Changes to Terms and Conditions
VoiceThread may modify these Terms and Conditions from time to time by posting an updated version of these Terms and Conditions and changing the “Date Last Modified” above. VoiceThread will also make it apparent via a notice, pop-up, or some other electronic method that changes were made to these Terms and Conditions. Such changes shall be effective within 30 days of posting, but you will always have the opportunity to object to new provisions and/or provide feedback on concerns regarding changes. Previous versions of these Terms and Conditions are available upon request, for a time frame consistent with your use of the Services.