Terms of service

Posted Date: 4/30/2021

VoiceOrder Solutions (VOS)

TERMS OF USE

 VoiceOrder Solutions (“VOS,” “we,” “us,” or “our”) welcomes you. We’re really excited that you have decided to access and use our services, which are made up of our online ordering platform, which utilizes our mobile application and proprietary technology to allow you to place orders for goods to be fulfilled by our participating distributors (collectively referred to as the “Services”).  We provide our Services to you subject to the following Terms of Use (“TOU”), which may be updated by us from time to time without notice to you. These TOU which includes our Privacy Policy, in addition to the terms and conditions contained in any other agreements you make with VOS (collectively, the “Agreement”), govern the relationship between VOS and you, the account holder and user, whether as an individual or as a representative of an entity (“you” or “user”; and together with VOS, the “Parties”).  

 

Please read the TOU carefully before you register an account or start to use the Services.  By clicking “I Accept,” registering for an account, or otherwise accessing or using the Services, you acknowledge that you have read, understood, and agree to be legally bound by these TOU and the terms and conditions of our Privacy Policy, which is hereby incorporated by reference. If you do not want to agree to any of these terms, including the Privacy Policy, you must not access or use the Services.

 

Our Services are offered and available only to users who are 13 years of age or older. By using our Services, you represent and warrant that you are of legal age to form a binding contract with VOS and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Software.

 

THE SECTIONS HEREIN TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.

 

 

1. DESCRIPTION OF SERVICES

VOS is a next-evolution, voice-based ordering service that utilizes our proprietary software and network of participating distributors to streamline the ordering process for our participants. You will pay transaction fees to VOS for your use of the Services, as described below.

 

Although you are able to place orders through your use of our Services, VOS itself does not sell or fulfill the products contained in your order, is not a party to any such transaction, and has no control over the quality or safety of the products. Your order is between you and the distributor from which you order. In addition, distributors may provide information to you through the  Services. By using the Services, you agree and understand that VOS is not responsible for any statements or omissions, or for the quality or safety or conformance of or concerning, the products contained in your order.

 

Once you register for an account, you will be a Registered User with access to the Services as described in and subject to the TOU.  All Registered Users will be required to Login with a password to access and use the Services.  VOS is under no obligation to accept any individual as a Registered User, and may accept or reject any registration in its sole and complete discretion.

 

VOS reserves the right, in its sole discretion, to modify or discontinue, temporarily or permanently, all or a part of the Services without notice.  You agree that VOS will not be liable to you for any modification or discontinuation of the Services.

 

2. RULES OF CONDUCT

VOS’s community, like any community, functions best when its participants follow the rules of behavior and conduct. You hereby agree to comply with these rules.  VOS may amend these rules from time to time in our sole discretion.  Should you not agree to any changes made to the Rules, your sole recourse is to immediately discontinue the use of the Services.

  • You are responsible for any and all activities that occur under your user account and all such activities must abide by and comport with all applicable local laws, state laws, federal laws, foreign laws, treaties and regulations;

  • You will not use the Services for any unlawful purpose, including any fraudulent activity, or to engage in any commercial activities, including without limitation raising money, advertising or promoting a product, service, or company, or engaging in any pyramid or other multi-tiered marketing scheme;

  • You will not access or use the Services to collect any market research for a competing business;

  • You will not upload, post, e-mail, transmit, or otherwise make available any content that:

    • infringes any copyright, trademark, or other proprietary rights of any person or entity;

    • is harassing, threatening, embarrassing, or otherwise likely to cause distress to any person or entity, or that is tortious, defamatory, libelous, indecent, obscene, pornographic, invasive of another’s privacy, or promotes weapons or violence;

    • promotes illegal drugs, narcotics, steroids, controlled substances or other products that present a risk to consumer safety;

    • involves ransom, human trafficking or exploitation;

    • constitutes gambling, gaming or any other activity with an entry fee or prize, whether or not such activity is legally permitted in your state of use;

    • involves annuities, investments, equity or lottery contracts, lay-away systems, off-shore banking or similar transactions, money service businesses, debt collection or crypto-currencies;

    • offers monetary rewards, including gift cards, without declaring fair market value of goods exchanged;

    • involves credit repair or debt settlement services; or

    • discloses any personal information about another person, including that person’s name, e-mail address, postal address, phone number, credit card information, or any similar information;

  • You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;

  • You will not use automated means, including spiders, robots, crawlers, data mining tools, or the like to download or scrape data from the Service, directly or indirectly;

  • You will not create multiple accounts for yourself for any reason, including, without limitation, in order to obtain the same promotion multiple times; 

  • You will take all reasonable measure to ensure the security of your account and of the Services.  You will notify VOS within twenty-four hours of any unauthorized password use, access to your account, suspected security issue or known security breach; and

  • You will not interfere with or attempt to interrupt the proper operation of the Services through, and will not introduce to the Services, any virus, device, information collection or transmission mechanism, software or routine, and will not attempt to access or to gain access to any data, files, or passwords related to the Services through hacking, password or data mining, or any other means.

 

Whether you have violated these prohibitions will be determined by VOS in its sole discretion.  We may remove or require you to remove any content that we, in our sole discretion, determine to be in violation of these rules or harmful to our business reputation.  We reserve the right, in our sole and absolute discretion, to deny you (or any device or IP address) access to the Services, or any portion of the Services, without notice, including for your violation of these prohibitions.  VOS further reserves the right to cancel or modify an order where it appears that a user has engaged in any activity in violation of the rules, or under other circumstances where it appears that the order contains or resulted from a mistake or error.  VOS also reserves the right to report any fraudulent or inappropriate conduct to the authorities at our sole discretion.

 

3. AGE RESTRICTIONS

The Services are available only for individuals aged 13 years or older.  If you are 13 or older, but under the age of 18, you should review this Agreement with your parent or guardian to make sure that you and your parent or guardian understand it.  You may not use the Services to purchase alcohol or tobacco products unless you and the recipient meet the minimum age requirements under applicable state or provincial laws and present a valid photo identification verifying your age at the time you pick up or receive delivery of your order.

 

4. PAYMENT OF TRANSACTION FEES

Each order you place that is accepted by the distributor using the Services is subject to your payment of a non-refundable $1.00 transaction service fee payable to VOS (the “Transaction Fee”).  You agree to pay such Transaction Fees to VOS for each order you place using the Services, even if there are problems with respect to the fulfillment of your order or the goods you receive from a distributor.  Your Transaction Fees will appear as a line item on the invoices you receive from the distributors, and you agree to pay such Transaction Fees regardless of whether the goods you receive are conforming or satisfactory.

 

As set forth in the rules above and more fully in Section 5 below, you must keep your Password strictly confidential. You are responsible for all activities and charges that occur under your Password. Your liability for such behavior and for such charges shall continue after termination of this Agreement. 

 

Apart from the Transaction Fees you agree to pay, you will be responsible to pay each distributor for orders you make via the Services.  The terms and conditions applicable to your orders from distributors, including the terms of payment, shipping and delivery, any warranties, and any other commercial terms, will be established between you and the distributor from which you place an order.  VOS is not responsible or liable to you or to the distributor for any portion of the transaction between you and the distributor; our Services simply facilitate your ability to place your orders subject to the applicable terms and conditions between you and the distributor.

 

5. SIGN-IN NAME, PASSWORD, UNIQUE IDENTIFIERS

During the registration process to become a Registered User, we will ask you to create an account, which includes a unique sign-in name (“Sign-In Name”), password (“Password”), and perhaps certain additional information that will assist in authenticating your identity when you log-in in the future (“Unique Identifiers”). When creating your account, you must provide true, accurate, current, and complete information. Each Sign-In Name and corresponding Password can be used by only one Registered User. You are responsible for the confidentiality and use of your Sign-In Name, Password, and Unique Identifiers. You will promptly inform us of any need to deactivate a Password or Sign-In Name, or change any Unique Identifier. We reserve the right to delete or change your Password, Sign-In Name, or Unique Identifier at any time and for any reason.

 

By becoming a Registered User, your use of the Services may cause VOS to receive and store certain personally identifiable and non-identifiable information.  All of the information you provide to us or that we collect is subject to the terms of our Privacy Policy which is incorporated in the TOU.  This information may include personally-identifying information used to register your account and other content you submit, and also non-personally identifying information which is collected passively using various technologies and cannot presently be used to specifically identify a person.  VOS may store and use the information we collect and that you submit as described in the Privacy Policy.  You grant to VOS the nonexclusive, worldwide, royalty-free right to use, copy, store, transmit and display any information you provide us to the extent necessary to provide Services.  VOS may disclose or provide access to such information to its participating distributors, employees, contractors and agents to the extent needed in order to provide Services or technical support.  Your agreements and rights with regard to such information are further described in the Privacy Policy.

 

6. INTELLECTUAL PROPERTY

VOS retains all rights, title and interest in and to the Services (including our mobile application and proprietary technology), Confidential Information, Content and Marks (as those terms are defined herein), including without limitation, all worldwide right, title and interest in and to (i) all patents and all filed, pending applications for patents, including any reissue, reexamination, divisional, continuation or continuation- in-part patent applications now or hereafter filed (“Patent Rights”); (ii) all trade secrets, and all trade secret rights and equivalent rights arising; (iii) all works of authorship, including all registered and unregistered copyrights; and (iv) all proprietary indicia, trademarks, trade names, symbols, logos and/or brand names (“Marks”), in each case of (i) through (iv) as the same may arise or exist under common law, state law, federal law and laws of foreign countries (collectively, the “IP Rights”).

 

In addition to the IP Rights, all information concerning or related to the Services, including but not limited to the logic, designs, source code, product specifications, inventions, research, improvement, manufacture and sale of the Services (including sales, costs, profits, pricing methods, organizations, business and product plans), is proprietary and is considered the “Confidential Information” of VOS.  You agree to keep this Confidential Information completely confidential and to make all reasonable efforts not to disclose, or to permit any third party or entity to access or disclose, such Confidential Information except to the extent permitted under these TOU.  You agree to inform all users who access the Services of their obligations with respect to VOS’s IP Rights and Confidential Information, and to be responsible and jointly and severally liable for their breach thereof.

 

The Services contain or will make available to you material, such as software, text, graphics, images, sound recordings, audiovisual works, and other material provided by or to VOS (collectively referred to as the “Content”). The Content may be owned by us or by third parties. The Content is protected under both United States and foreign laws. Unauthorized use of the Content may violate copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use the Content except as permitted under this Agreement. No other use is permitted without prior written consent from us. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited. If you violate any part of this Agreement, your permission to access and/or use the Content and the Services automatically terminates and you must immediately destroy any copies you have made of the Content.

 

The Marks used and displayed on the Services are registered and unregistered trademarks or service marks of VOS.  Other company, product, and service names located on the Services may be trademarks or service marks owned by participating distributors or others (the “Third-Party Trademarks”). Nothing on the Services or in the TOU should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Marks or the Third-Party Trademarks without our prior written permission specific for each such use. Use of the Marks or the Third-Party Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of the Marks inures to our benefit.

 

Elements of the Services are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to the use of framing or mirrors. None of the Content may be retransmitted without our express, written consent for each and every instance.

 

You warrant that you and your users shall:


(a) Only transmit through the Services such content that is not subject to any IP Rights in favor of any other party unless the holder of any such IP Rights has given expressed written consent for you or your users to transmit said content on the Services; and


(b) That by transmitting or allowing the transmission of any content through the Services, you and your users automatically warrant that VOS has the royalty-free, irrevocable, nonexclusive worldwide right to maintain, transmit, analyze, summarize and display such content in whole or in part through the Services.

 

7. COMMUNICATIONS TO VOS; AUTHORITY TO USE

Although we encourage you to e-mail us, we do not want you to, and you should not, e-mail us any content that contains confidential information. With respect to all e-mails you send to us, including but not limited to, feedback, questions, comments, suggestions, and the like, you authorize us to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including but not limited to, the development, production, and marketing of products and services that incorporate such information. You grant us an irrevocable, non-exclusive, worldwide, perpetual, royalty-free license to use, modify, copy, distribute, publish, perform, sublicense, and create derivative works from all submissions you provide to us in any media now known or hereafter devised and for any purpose.

 

8. NO WARRANTIES/LIMITATION OF LIABILITY

ALTHOUGH WE TAKE YOUR SATISFACTION VERY SERIOUSLY, IF YOU HAVE ANY PROBLEMS WITH YOUR ORDER, PLEASE CONTACT THE DISTRIBUTOR DIRECTLY. YOUR ORDER IS BETWEEN YOU AND THE DISTRIBUTOR FROM WHICH YOU ORDER, AND VOS IS NOT AN ACTUAL PARTY TO ANY SUCH ORDER.  

 

VOS DOES NOT REPRESENT, WARRANT OR GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.  AS A RESULT, THE CONTENT AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND.  VOS DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. 

 

IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, YOUR USER ACCOUNT OR YOUR USE OF THE SERVICES, YOU AGREE THAT: (I) VOS SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES, INCLUDING IF ANY SUCH DAMAGES RESULT FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE SERVICES OR THE CONTENT, AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) ANY DIRECT DAMAGES THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE SERVICES OR THE CONTENT STRICTLY SHALL BE LIMITED TO THE TOTAL AMOUNT OF TRANSACTION FEES YOU HAVE PAID US IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE CLAIM.

 

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. THEREFORE, SOME OF THE ABOVE LIMITATIONS ON WARRANTIES IN THIS SECTION MAY NOT APPLY TO YOU.

 

THE SERVICES AND/OR THE CONTENT MAY CONTAIN TECHNICAL INACCURACIES, TYPOGRAPHICAL ERRORS, OR OMISSIONS. WE ARE NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL, TECHNICAL, PRICING, OR OTHER ERRORS LISTED ON OR OMITTED FROM THE SERVICES AND/OR THE CONTENT. THE SERVICES AND THE CONTENT CONTAIN INFORMATION ABOUT OUR PARTICIPATING FOOD DISTRIBUTORS’ PRODUCTS, NOT ALL OF WHICH MAY BE AVAILABLE IN EVERY LOCATION. A REFERENCE TO A PRODUCT ON THE SERVICES OR IN THE CONTENT DOES NOT IMPLY THAT SUCH PRODUCT IS OR WILL BE AVAILABLE IN YOUR LOCATION. 

 

9. EXTERNAL SITES

The Services may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on or products offered by such External Sites. The content and products of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content or products of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.

 

10. INDEMNIFICATION

You agree to defend, indemnify, and hold us and our officers, directors, employees, successors, licensees, and assigns harmless from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this TOU or your misuse of the Services. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right to assume the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.

 

11. COMPLIANCE WITH APPLICABLE LAWS

The Services are based in the United States. We make no claims concerning whether the Services may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Services from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

 

12. TERMINATION OF THE AGREEMENT

We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your and any device’s access to all or any part of the Services, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Services at any time without prior notice or liability.

 

13. DOWNLOADING OUR MOBILE APPLICATION FROM THE APP STORE

The following terms apply when you download the VOS mobile application (the “App”) from Apple’s App Store or Google Play. These terms are in addition to all other terms contained in the Agreement.

  • You acknowledge and agree that (i) the Agreement is concluded between you and VOS only, and not Apple or Google; and (ii) VOS, not Apple or Google, is solely responsible for the App and content thereof. Your use of the App must comply with the respective App Store or Google Play Terms of Service.

  • You acknowledge that Apple and Google have no obligation whatsoever to furnish any maintenance and support services with respect to the App.

  • As between VOS and Apple or Google, any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be the sole responsibility of VOS.

  • You acknowledge that, 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, as between VOS and Apple or Google, VOS, not Apple or Google, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim to the extent required by the Agreement.

  • You acknowledge and agree that Apple and Google, and their respective subsidiaries, are third-party beneficiaries of the Agreement as related to your license of the App, and that, upon your acceptance of the terms and conditions of the Agreement, Apple and Google, will have the right (and will be deemed to have accepted the right) to enforce the Agreement as related to your license of the App against you as a third-party beneficiary thereof.

 

14. BINDING ARBITRATION

In the event of a dispute arising under or relating to this Agreement or the Services or any other products or services provided by us (each, a “Dispute”), except with respect to a breach of VOS’s IP Rights, the parties agree that any such dispute must be resolved finally and exclusively by binding arbitration governed by the Federal Arbitration Act (“FAA”).  For clarity, you agree that VOS retains the right to litigate a violation of its IP Rights against you exclusively in a court located in Chicago, Illinois, and submit to the exclusive jurisdiction and venue of such court for that purpose.  All Disputes will be resolved before a neutral arbitrator, whose decision will be final except for a limited right of appeal under the FAA.  Any court located in Chicago, Illinois may enforce the arbitrator’s award.  The arbitration shall be administered by the American Arbitration Association pursuant to its Commercial Arbitration Rules (the “AAA Rules”), using the Expedited Procedures in any case in which they may be applicable.  Such disputes will be resolved by the arbitrator as determined under the AAA Rules.  The arbitration may be conducted in person, through the submission of documents, by phone or online. If conducted in person, the arbitration shall take place in Chicago, Illinois.  The parties may litigate in court to compel arbitration, to stay proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.  In addition, we may bring an action for injunctive relief in any court of competent jurisdiction.

 

15. CLASS ACTION WAIVER

You agree that any arbitration or proceeding shall be limited to the Dispute between us and you alone. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) no Dispute may be arbitrated or resolved on a class action-basis or utilize class action procedures; and (iii) no Dispute may be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

 

16. MISCELLANEOUS

You and we are independent contractors with respect to one another. You do not have the authority to bind VOS in contract or obligation to any third party.

 

You expressly acknowledge and agree that this Agreement is formed in the State of Illinois. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without giving effect to its principles of conflicts of laws. 

 

If this Agreement is terminated in accordance with the Termination provision above, such termination shall not affect the validity of the following provisions of this Agreement, which shall remain in full force and effect: “Payment of Transaction Fees,” “Intellectual Property,” “Communications to VOS; Authority to Use,” “No Warranties/Limitation of Liability,” “Indemnification,” “Termination of the Agreement,” “Binding Arbitration,” “Class Action Waiver,” and “Miscellaneous.”

 

Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. 

 

Except as expressly agreed by us and you in writing, this Agreement constitutes the entire Agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. 

 

The section headings are provided merely for convenience and shall not be given any legal import. 

 

This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicenses.

 

COPYRIGHT 2021 VOICEORDER SOLUTIONS.