Terms of Service

Last Updated: [7-17-2025]

PLEASE READ THESE TERMS OF USE AND ALL OTHER POLICIES, AND DOCUMENTS REFERENCED HEREIN CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING THE VOCANA SERVICE (DEFINED HEREIN) AND YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS.

1. Introduction

This Agreement is between the end user (“you”) and Vocana Inc. (“Vocana”).

These terms and conditions as well as any other terms and conditions presented to you by Vocana (the “Terms” or “Agreement”) govern your use of and access to Vocana’s content and streaming services, and associated websites and applications in the United States of America (the “Vocana Service”).

These Terms are effective as of the Effective Date listed above. We may make changes to these Terms from time to time by posting a revised version of these Terms, provided that, for material changes, we will seek to supplement such notice by email or other means. Any such changes will not apply to any dispute between you and Vocana arising prior to the date the changes were made. If you continue to use the Vocana Service after any updates, you will be considered as having accepted the revised Terms. If you do not wish to accept the updated Terms, you must cancel your subscription as set forth in 4(c) (Cancellation).

BY SUBSCRIBING TO OR OTHERWISE USING OR ACCESSING THE VOCANA SERVICE, YOU ACKNOWLEDGE AND AGREE THAT (A) YOU HAVE READ AND UNDERSTAND THE AGREEMENT, (B) YOU HAVE READ AND UNDERSTOOD OUR PRIVACY NOTICE, WHICH FORMS AN ESSENTIAL PART OF THIS AGREEMENT, AND (C) YOU ACCEPT AND AGREE TO THE AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT SUBSCRIBE TO, ACCESS OR OTHERWISE USE THE VOCANA SERVICE. THESE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES; CLASS ARBITRATION, REPRESENTATIVE ARBITRATIONS, CONSOLIDATION OF ARBITRATIONS, AND COURT PROCEEDINGS INCLUDING CLASS ACTIONS AND JURY TRIALS ARE NOT PERMITTED. YOU MAY OPT OUT OF THE BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER AS PROVIDED BELOW.

2. Conditions of Use of the Vocana Service

You may not use the Vocana Service in any way that is fraudulent, illegal or expressly prohibited by these Terms. By using the Vocana Service, you affirm that (a) you are 18 years or older or that you are 13 years or older (“a Minor”) and have express permission from your parent or guardian to use the Vocana Service, (b) you reside in and will remain in the United States of America while you use the Vocana Service, and (c) any registration and account information that you submit to Vocana is and will remain true, accurate and complete. If you are a parent or legal guardian of a Minor, you hereby agree to bind the Minor to these Terms and to fully indemnify and hold harmless Vocana if the Minor breaches any of these Terms. If you do not agree to such actions, you must cancel any subscription as set forth in 4(c) (Cancellation) of these Terms and cease using the Vocana Service. If you are not at least 13 years old, you may not use the Vocana Service at any time or in any manner. The Vocana Service is for personal, non-commercial use only.

The Vocana Service requires you to register and create an account. You agree to be fully responsible for all use of your account and for any actions that take place using your account and you will not permit any third parties to use your account. Your should keep your username and confidential. To the extent you do permit any third parties to use your account, you shall be responsible for their use of your account, and the term “you” shall include all such users.

The Vocana Service also allows you to create a public user profile (“Profile”), including a public-facing Profile name. Vocana may change or remove your Profile or elements of it if we believe it is appropriate or necessary (for example, if it infringes someone's intellectual property or impersonates another user).

While using the Vocana Service, including but not limited to by creating a Profile or sharing Your Content, you may not take any action that implies a connection, association, sponsorship, endorsement or commercial relationship between you and any person, including any artist, unless you have independently obtained permission to imply such a relationship. If you have a commercial association with a Vocana artist or customer, you agree to comply with all applicable laws while using the Vocana Service, including, where applicable, by clearly and conspicuously disclosing any such relationship.

Upon notice, Vocana reserves the right to suspend or terminate your account or otherwise prohibit your use of the Vocana Service, without responsibility or liability to you, if, in our reasonable discretion, we believe that you have taken any actions that we believe breach these Terms or the Agreement.

You further agree not to undertake any of the following activities on the Vocana Services or to attempt to do so or encourage any third party to do so:

· Circumventing or modifying any security technology or software that is part of the Vocana Services;

· Reverse-engineering, decompiling, disassembling, modifying, or creating derivative works of any material on the Vocana Services, except where such restriction is expressly prohibited by applicable law;

· Copying, reproducing, redistributing, "ripping," recording, performing, or otherwise using content or material on the Vocana Services which is not expressly permitted under the Agreements or applicable law, or which infringes intellectual property rights;

· Criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, spimming, sending of viruses or other harmful files;

· Uploading, importing or copying any material or content that you do not have the legal right to upload, import or copy in this way;

· "Crawling", "scraping", or data mining — whether manually or by automated means, or otherwise using any automated means (including bots, scrapers, and spiders), to view, access or collect information;

· Using any part of the Vocana Services or Content to train a machine learning or artificial intelligence model or otherwise supplying Content to a machine learning or artificial intelligence model without a license from the applicable rights holders;

· Artificially increasing play counts, artificially promoting content or material made available through the Vocana Services, or otherwise manipulating the content or material made available through the Vocana Services including by (i) using any bot, script or other automated process, (ii) providing or accepting any form of compensation (financial or otherwise), or (iii) any other means;

· Removing or altering any copyright, trademark, or other intellectual property notices on the Vocana Services;

· Advertising to, or solicitation of, any user of the Vocana Services;

· Covering or obscuring advertisements that appear on the Vocana Services;

· Impersonating or attempting to impersonate or hold yourself out as another user, person or entity;

· Selling or otherwise transferring your account; or

· Using the Vocana Services in a manner inconsistent with any other terms or policies applicable to your use of the Vocana Services, or in a manner inconsistent with any applicable laws and regulations.

If you disagree with any decision by Vocana related to your account or Your Content, you may appeal by sending it to support@vocana.co.

3. Service Limitations and Modifications

We will try to provide you with continued access to the Vocana Service, but may change, stop, or impose conditions on the Vocana Service or any feature at any time, in our sole discretion. We will take reasonable steps to notify you of any such changes by email or by providing notice on Vocana’s website or via in-app notification. The Vocana Service may also experience temporary interruptions. Access to and availability of certain Vocana Content, features and functionalities of the Vocana Service may vary from device to device, and may be affected by a variety of factors, such as your locations and applicable license restrictions.

Vocana has no liability to you, nor any obligation to provide a refund to you, in connection with any service outage or failure caused by the actions of any third party, or by events beyond Vocana’s control.

4. Billing Terms

(a) Subscriptions. Vocana offers a subscription option, for which you will be charged a fee (“Subscription”).

A Subscription may start with a free or discounted trial period (“Trial Period”), which will automatically renew upon expiration of the Trial Period at the full subscription price specified during sign up, unless you cancel your Subscription before the expiration of the Trial Period as set forth in 4(c) (Cancellation). You are only permitted one (1) Trial Period. Any attempt to use or redeem more than one (1) Trial Period, in whole or in part, will be a material breach of these Terms, and Vocana may suspend or cancel your Subscription or automatically charge your Payment Method (as such term is defined below) the applicable fee for a Subscription.

Vocana may from time to time make changes to Subscription fees, and will provide you with advance notice before the end of the billing period in which the change is made. If you do not accept the change to your Subscription, you will be entitled to cancel your Subscription. You will have accepted the new price if you continue to use the Vocana Service after the price change takes effect. For clarity, the billing cadence for Subscriptions billed on a “monthly” basis is every thirty (30) calendar days.

Vocana will automatically renew a Subscription at the end of the applicable Subscription term, unless you cancel your Subscription before then. You also agree that the amount billed may be different if your original Subscription was purchased using a promotional/trial offer and you authorize Vocana to charge your Payment Method for such varying amounts as indicated at the time of sign-up. Your Subscription will remain in effect and continue to renew automatically until it is canceled in accordance with the instructions in 4(c) (Cancellation) of these Terms.

Vocana has no obligation to refund any fees paid to us, including any advance charge(s) or payment(s) for any subscription term for the Vocana Service, unless otherwise required by law or the terms of this Agreement.

(b) Payment Methods. To sign up for a Subscription (including if preceded by a Trial Period), you must provide a current, valid, accepted method of payment, which may change from time to time ("Payment Method"). Subscription purchases may be subject to additional terms, conditions, and fees (including but not limited to foreign transaction fees) imposed by your payment provider and/or mobile carrier, as applicable (“Third-Party Fees”). By providing a Payment Method in connection with any Subscription, you hereby authorize Vocana to charge the periodic cost of your applicable subscription, and you agree to be responsible for any applicable Third-Party Fees. If your Payment Method fails when Vocana charges it, we may cancel your Subscription. You represent and warrant that all information you provide in connection with the purchase of a Subscription is true, accurate and complete.

(c) Cancellation. If you signed up for your Subscription directly through Vocana, you may cancel your Subscription by visiting your account settings, going to the section called “Manage Your Account” and clicking on Cancel”. The cancellation will take effect the day after the last day of your applicable subscription period. To cancel a Third-Party Subscription, contact your third party provider.

(d) Taxes. Fees payable by you to Vocana may be subject to Taxes. “Taxes'' include any and all present or future taxes, charges, fees, levies or other assessments, including, without limitation, sales, use, value-added, goods and services, consumption, or other similar taxes, telecommunications taxes, withholding taxes, duties, levies, fees, excises or tariffs imposed by any federal, state, foreign, provincial or local governmental taxing authority. Fees advertised by Vocana in the United States are exclusive of Taxes; unless stated otherwise. In the event that Taxes are applicable to the amounts payable by you to Vocana hereunder, and are required to be collected from you by Vocana under applicable law, such Taxes shall be calculated by Vocana and presented to you, either separately stated or included in the fee, as applicable, on an invoice or receipt for the applicable billing cycle. You agree to pay the total amount payable on such invoice or receipt pursuant to the terms set forth herein.

5. Rights to the Vocana Service and Vocana Content

The Vocana Service makes available to you a variety of content, including music, audiovisual content, and associated material (the “Vocana Content”). Subject to the terms of this Agreement, Vocana hereby grants you a non-exclusive, non-transferable, non-commercial, limited and revocable license to use the Vocana Service and the Vocana Content. The Vocana Service and Vocana Content are licensed, not sold, to you, and Vocana and its licensors retain ownership of all copies of the Vocana Service and Vocana Content even after installation on your devices. Vocana reserves all rights not expressly granted to you in this Agreement.

The Vocana Service and the Vocana Content are the property of Vocana and Vocana’s licensors. Vocana retains all right, title and interest in and to the Vocana Service and all copies thereof. Vocana is the owner of the Vocana, Vocana logo and other Vocana trademarks (the “Trademarks”). Nothing in this Agreement or on the Vocana Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without Vocana’s prior written permission specific for each such use. All goodwill generated from the use of the Trademark inures to Vocana’s benefit.

6. Your Content

The Vocana Service may allow you to upload and post some types of content, or to authorize Vocana to access content from third parties who host content you have uploaded or posted, including, but not limited to, images, text, videos, links and other materials (collectively, “Your Content”). You retain all rights in, and are solely responsible for, any and all of Your Content. Vocana is not responsible for what you or others post or share on the Vocana Service. Any of Your Content that you upload or authorize access to will be regarded as personal data under the Vocana Privacy Notice. Please refer to the Privacy Notice to learn more about how we process your personal data.

You grant to Vocana a non-exclusive, royalty-free, fully paid up, transferable, sublicensable, worldwide license to store, display, reproduce, modify, perform, create derivative works from, distribute and otherwise use Your Content for the purpose of operating, developing and using the Vocana Service. In addition, you acknowledge and agree that some of Your Content may be publicly accessible, and may be used and re-shared by others on the Vocana Service and across the web. If you do not want Your Content to be used for these purposes, do not upload or authorize access to Your Content to the Vocana Service. Where applicable and to the extent permitted under applicable law, you also agree to waive, and to not enforce, any "moral rights" or equivalent rights, such as your right to be identified as the author of any Your Content, including Feedback (defined below), and your right to object to derogatory treatment of Your Content.

You represent and warrant that (a) you have the full right and authority to post, upload or otherwise use Your Content (including any applicable third-party rights and permissions), and to grant Vocana the right to use Your Content in accordance with these Terms; and (b) Your Content, including the use thereof by you or Vocana in accordance with these Terms, does not (i) violate these Terms; (ii) infringe or otherwise violate any applicable laws, rules, regulations or third-party rights (including any copyrights or rights of publicity or privacy), or (iii) imply any affiliation, association or endorsement of you or Your Content by Vocana or any artist, band, label or other individual or entity without the express written consent of Vocana or applicable third party.

Vocana shall be under no obligation to display or disseminate any of Your Content. We may, but have no obligation to, monitor or review Your Content. Except to the extent prohibited by applicable law, we reserve the right to remove, reject or disable access to Your Content from the Vocana Service in our sole discretion, for any or no reason, including, but not limited to, when Your Content violates these Terms. We may take these actions without prior notification to you or any third party and without any liability to you for such removal.

We respect the intellectual property rights of others and ask you to do the same. We have adopted Intellectual Property Policies (detailed below) regarding any third-party claims that Your Content infringes the rights of others.

Without limiting the foregoing, you must not share any of your content that in Vocana’s reasonable opinion:

· Constitutes or promotes an illegal act of any kind, including but not limited to violations of intellectual property, privacy or proprietary rights of Vocana or a third party;

· Constitutes or promotes any act that would violate any agreement to which you are a party, including but not limited to recording or publishing agreements;

· Solicits or discloses personal, confidential or proprietary information of third parties;

· Constitutes or advocates for harassment, bullying, threatening, or self-harm;

· Contains or links to explicit content such as nudity, excessive violence, or hateful content;

· Constitutes or promotes information that you know is false or misleading or promotes activities or conduct or contains content that is abusive, threatening, obscene, defamatory or libelous;

· Involves any form of user tracking, commercial activities and/or sales without prior written consent from Vocana;

· Includes malicious content such as malware, Trojan horses, or viruses, or otherwise interferes with any user's access to the Vocana Service;

· Impersonates or misrepresents your affiliation with Vocana (including, but not limited to, using any of Vocana’s intellectual property without permission), another user, person, or entity, or is otherwise fraudulent, false, deceptive, or misleading;

· Interferes with or in any way disrupts, or attempts to interfere with or disrupt, the Vocana Services; or

· Conflicts with any other terms or policies applicable to your use of any of the Vocana Services.

7. Third Party Applications

The Vocana Service may utilize or interact with certain third-party applications, websites, platforms, devices and services (“Third-Party Applications”). Your use of these Third-Party Applications may be subject to their own respective terms of use and/or privacy policies. You understand and agree that Vocana is not responsible or liable for the functionality, features, privacy or content of any Third-Party Application and does not make any representations regarding the functionality, features, content or accuracy of materials on any Third-Party Application. Vocana does not guarantee that Third-Party Applications will be compatible with the Vocana Service.

If you have downloaded Vocana from the Apple Inc. ("Apple") App Store or if you are using the App on an iOS device, you acknowledge and agree that these Terms are between you and Vocana only, not with Apple, and Apple is not responsible for the Vocana Service and Vocana Content. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Vocana Service. In the event of any failure of the Vocana Service to conform to any applicable warranty, you may notify Apple and Apple will refund the applicable purchase price for the App to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Vocana Service. Apple is not responsible for addressing any claims by you or any third party relating to the Vocana Service or your possession or use of the Vocana Service, including: (1) product liability claims; (2) any claim that the Vocana Service fails to conform to any applicable legal or regulatory requirement; (3) claims arising under consumer protection or similar legislation; and (4) claims with respect to intellectual property infringement. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Vocana Service or your possession and use of the App infringe that third party's intellectual property rights. You represent and warrant that you are not listed on any U.S. Government list of prohibited or restricted parties. You agree to comply with any applicable third-party terms, when using the Vocana Service. Apple, and Apple's subsidiaries, are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms.

8. Feedback

You may, whether through your use of Beta Features or otherwise at your discretion, submit feedback, comments, suggestions or ideas about the Vocana Service in connection with your use thereof (“Feedback”). Except as prohibited by applicable law, you hereby assign all right, title, and interest in such Feedback to Vocana, and you agree that any such Feedback you provide shall not be deemed confidential and that Vocana shall have the full right and ability to use any such Feedback in an anonymised form that will not reveal your identity, without any obligation to you, including but not limited to in connection with future product concepts and/or changes. Where the foregoing assignment is prohibited by law, you hereby grant Vocana an exclusive, transferable, worldwide, royalty-free, fully paid up license (including the right to sublicense) to use and exploit all Feedback as we may determine in our sole discretion. This does not affect your privacy rights as provided in the Vocana Privacy Notice. Feedback is otherwise subject to the same representations and warranties as Your Content.

9. Intellectual Property Policy

We have a policy of responding to notices of alleged copyright infringement, including those that comply with the Digital Millennium Copyright Act (“DMCA”).

If you believe that content appearing on Vocana’s system or network constitutes copyright infringement, please provide us with a notice (“Notice of Claimed Copyright Infringement”) containing the following information:

· A physical or electronic signature of the owner of an exclusive right under copyright law that is alleged to have been infringed, or a person authorized to act on behalf of the owner of the exclusive right that is alleged to have been infringed;

· Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

· Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Vocana to locate the material (providing URL(s) in the body of an email is the best way to help us locate content quickly);

· Information reasonably sufficient to permit Vocana to contact you, the complaining party, such as an address, telephone number, and, if available, an email address at which you, may be contacted;

· A statement that you, the complaining party, have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

· A statement that the information in the notification of claimed copyright infringement is accurate, and, under penalty of perjury, that you, the complaining party, are the owner of an exclusive right that is alleged to have been infringed or a person authorized to act on behalf of such owner.

Send your notice to Vocana Copyright Department, Vocana, Inc., 2184 Wood Ridge Drive, Wadsworth, OH 44281-8377, or by email to copyright@vocana.co.

Please note that you may be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that any material is infringing your copyrights or other intellectual property or privacy rights. If you have questions about the required content of your notice, please consult your legal counsel, or see Section 512(c)(3) of the DMCA to confirm these requirements, as applicable. Vocana has adopted a policy of restricting or terminating, in certain circumstances and at Vocana’s sole discretion, users who consistently fail to adhere to Vocana’s infringer policy. This may be due to multiple successful copyright complaints against them within a certain period of time.

If you are the owner of any intellectual property other than copyrighted materials (such as, for example, a trademark), or an agent thereof, and believe that any item of content or other materials on the Vocana Service infringes upon your rights in such intellectual property, please submit a notification to us in the same manner as provided above in respect of notice of alleged copyright infringement, including providing the same information in writing to the designated address set forth above.

10. Changes; Termination

This Agreement will continue to apply to you until terminated by either you or Vocana. We may terminate this Agreement (including any additional terms and conditions incorporated or referenced herein), close your account, or restrict, suspend or terminate your access to the Vocana Service, at any time without notice and without responsibility or liability to you, in our sole discretion, including if we stop providing the Vocana Service (or a component thereof), or determine or suspect that: (a) you have violated this Agreement; (b) you are misusing the Vocana Service; or (c) your use of the Vocana Service is based on or in connection with any unlawful activity.

If you or Vocana terminate this Agreement, or if Vocana closes your account or restricts or suspends your access to the Vocana Service, you agree that Vocana shall have no liability or responsibility to you, and (except as expressly provided in this Agreement) Vocana will not refund any amounts that you have already paid.

You may terminate this Agreement at any time by canceling your Subscription or deleting your Vocana account by contacting support@vocan.co or canceling as provided in 4(c) (Cancellation). In all such cases, you may not continue accessing or using the Vocana Service.

The following Sections shall survive termination: 1, 4, 5, 6, 8, 10, and 12 through 16.

11. Notice to California Residents

Pursuant to California Civil Code Section 1789.3, California residents are entitled to the following specific consumer rights notice which is hereby offered as a convenience to you:

The name and address of the provider to California residents of the Vocana Service is Vocana Inc., Vocana – Customer Support, Vocana, Inc., 2184 Wood Ridge Drive, Wadsworth, OH 44281-8377. Complaints regarding the service or requests to receive further information regarding use of this service may be sent to the above address or by email to legal@vocana.co.

The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Boulevard, Suite S202, Sacramento, CA 95834 or by telephone at (916) 574-7950 or (800) 952-5210.

12. Warranty Disclaimers

THE VOCANA SERVICE AND THE VOCANA CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, VOCANA AND VOCANA CONTENT OWNERS DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE. NEITHER VOCANA NOR ANY OWNER OF VOCANA CONTENT WARRANTS THAT THE VOCANA SERVICE OR VOCANA CONTENT IS FREE OF MALWARE OR OTHER HARMFUL COMPONENTS.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, VOCANA MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE VOCANA SERVICE OR VOCANA CONTENT, YOUR CONTENT, ANY THIRD-PARTY APPLICATIONS (OR ANY CONTENT CONTAINED THEREIN), ANY THIRD-PARTY PRODUCTS OR SERVICES ADVERTISED, PROMOTED OR OFFERED BY A THIRD PARTY ON OR THROUGH THE VOCANA SERVICE OR ANY HYPERLINKED WEBSITE. INCLUDING BUT NOT LIMITED TO THEIR ACCURACY, RELIABILITY, COMPLETENESS, EFFICACY, OR TIMELINESS. VOCANA SHALL NOT BE SUBJECT TO LIABILITY FOR TRUTH, ACCURACY, OR COMPLETENESS OF ANY VOCANA CONTENT OR YOUR CONTENT, INFORMATION CONVEYED TO YOU THE USER OR FOR ERRORS, MISTAKES OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. YOU AGREE THAT YOUR USE OF THE VOCANA SERVICE, AND THE VOCANA CONTENT AND ANY OF YOUR CONTENT IS AT YOUR OWN RISK. THE VOCANA SERVICE MAY PROVIDE YOU WITH THE ABILITY TO FILTER EXPLICIT CONTENT, BUT THESE FEATURES MAY STILL RESULT IN SOME EXPLICIT CONTENT BEING SERVED TO YOU. YOU SHOULD NOT RELY ON SUCH FEATURES TO FILTER ALL EXPLICIT CONTENT.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VOCANA, AND ITS PARENTS, SUBSIDIARIES, EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, AGENTS, AFFILIATES, REPRESENTATIVES, SUCCESSORS OR ASSIGNS (THE “VOCANA PARTIES”) BE LIABLE FOR (A) ANY, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES; OR (B) ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS (WHETHER DIRECT OR INDIRECT), ARISING FROM THE ACCESS, USE OR INABILITY TO USE THE VOCANA SERVICE OR THE VOCANA CONTENT.

YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE VOCANA SERVICE IS TO UNINSTALL ANY VOCANA SOFTWARE AND TO STOP USING THE VOCANA SERVICE. EXCEPT WITH RESPECT TO CLAIMS OF FRAUD, FRAUDULENT MISREPRESENTATION, DEATH OR PERSONAL INJURY, IN NO EVENT WILL THE VOCANA PARTIES’ AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS RELATING TO THESE TERMS, THE VOCANA SERVICE, THIRD-PARTY APPLICATIONS, OR THIRD-PARTY APPLICATION CONTENT EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO VOCANA DURING THE TWELVE MONTHS PRIOR TO THE FIRST CLAIM; OR (B) $30.00.

WHERE MANDATORY ARBITRATION IS PERMITTED BY LAW, ANY CLAIM ARISING UNDER THESE TERMS MUST BE COMMENCED (BY FILING A DEMAND FOR ARBITRATION OR FILING AN INDIVIDUAL ACTION UNDER THE ARBITRATION AGREEMENT BELOW) WITHIN ONE (1) YEAR AFTER THE DATE THE PARTY ASSERTING THE CLAIM FIRST KNOWS OR REASONABLY SHOULD KNOW OF THE ACT, OMISSION, OR DEFAULT GIVING RISE TO THE CLAIM; AND THERE SHALL BE NO RIGHT TO ANY REMEDY FOR ANY CLAIM NOT ASSERTED WITHIN THAT TIME PERIOD.

Some jurisdictions do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. In such jurisdictions, our liability shall be limited to the greatest extent permitted by law. To the fullest extent permitted by law, the liability of VOCANA arising from any error or other circumstance that may give rise to liability in relation to the VOCANA Service shall – except for instances of any fraud, fraudulent misrepresentation, death or personal injury caused by Vocana or Vocana’s employees, agents or sub-contractors negligence, gross negligence and willful misconduct - be limited to the amount paid by you for access to the Vocana Service in the relevant month.

14. Indemnification

You agree to defend, indemnify, and hold Vocana, and its parents, subsidiaries, employees, directors, agents, affiliates and representatives (collectively, the “Vocana Parties”) harmless from and against any claims, actions or demands, including, without limitation, reasonable attorney fees and costs, arising from, relating to or resulting from (a) your breach or alleged breach of this Agreement (including any additional Vocana terms and conditions incorporated herein); (b) your access to or activity in which you engage on or through the Vocana Service; (c) your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (d) any of Your Content you upload, post or otherwise provide access to; or (e) your violation of any law or the rights of a third party.

15. Governing Law; Arbitration

These Terms will be governed by and shall be construed in accordance with the laws of the State of California, without regard to California’s choice or conflicts of law principles.

This remaining part of this Section 15 is referred to as the “Arbitration Provision.”

Any dispute or claim, except those that are resolved informally or brought in a small claims court, arising out of or relating in any way to one or more of the following: (1) the Agreement; (2) the Vocana Service, Vocana Content or Your Content (3) your Subscription; or (4) any products or services sold or distributed by Vocana or through Vocana (collectively “Claims”), will, where permitted by law, be resolved by binding arbitration, rather than in court. You and Vocana also agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights unrelated to your use of the Vocana Service or Subscription.

This Arbitration Provision is intended to be given the broadest possible meaning under the law and shall be governed by the Federal Arbitration Act and applicable U.S. federal arbitration law. Any arbitration of any Claim hereunder shall apply California law and/or applicable federal law.

(a) General. You and Vocana agree that any and all Disputes, except those that are resolved informally or brought in a small claims court, will be arbitrated by a neutral arbitrator who has the power to award the same individual damages and individual relief that a court can. ANY ARBITRATION UNDER THESE GENERAL TERMS WILL ONLY BE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, REPRESENTATIVE ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED. YOU WAIVE ANY RIGHT TO HAVE YOUR CASE DECIDED BY A JURY AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION AGAINST VOCANA. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced (but in no case will there be a class or representative arbitration). For the purposes of these Terms, “Disputes” are defined as any claim, controversy, or dispute between you and Vocana, whether arising before or during the effective period of these Terms, and including any claim, controversy, or dispute based on any conduct of you or Vocana that occurred before the effective date of these Terms, including any claims relating in any way to these Terms or the Services, or any other aspect of our relationship.

(b) Pre-Filing Requirement to Attempt to Resolve Disputes. Before an arbitration is commenced, you or Vocana agree to attempt to avoid the costs of formal dispute resolution by giving each other a full and fair opportunity to address and resolve a dispute informally. Both parties recognize that this is an important requirement, and that breach of this requirement would be a material breach of these Terms. To provide this opportunity, before commencing any arbitration or suit, each party agrees to send to the other party a written Notice (“Notice”). Any Notice to Vocana should be sent by mail to Vocana Legal Department, Vocana, Inc., 2184 Wood Ridge Drive, Wadsworth, OH 44281-8377 with a copy to Granderson Des Rochers, LLP, 150 S. Rodeo Dr., Suite 300, Beverly Hills, CA 90212. Any Notice sent to you will be sent to the address on file for your account. The Notice must: (i) include your name; (ii) provide detailed information sufficient to evaluate the merits of the claiming party’s individualized claim and for the other party to determine if an amicable resolution is possible; and (iii) set forth the specific relief sought, including whatever amount of money is demanded and the means by which the demanding party calculated the claimed damages. Both parties agree that they will attempt to resolve a dispute through an informal negotiation within sixty (60) days from the date the Notice is sent. After that sixty (60) day period and not before, either party may commence arbitration. Each party agrees that federal or state courts located in the City and County of Los Angeles, California, may enter injunctive relief to enforce the pre-filing requirements of this paragraph, including an injunction to stay an arbitration that has been commenced in violation of this paragraph.

(c) Scope of Arbitration. If we are not able to resolve the Dispute by informal negotiation or, as provided below, in a small claims court, all Disputes will be resolved finally and exclusively by binding individual arbitration with a single arbitrator (the “Arbitrator”) administered by the American Arbitration Association (https://www.adr.org) according to this Section and the Commercial Arbitration Rules for that forum, except you and Vocana will have the right to file early or summary dispositive motions and to request that the AAA’s Expedited Procedures apply regardless of the claim amount. Except as set forth above, the Arbitrator shall be responsible for determining all threshold arbitrability issues, including issues relating to whether the General Terms and/or Additional Terms (or any aspect thereof) are enforceable, unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.

(d) Small Claims Court. Subject to applicable jurisdictional requirements, either party may elect to pursue a dispute in a local small-claims court rather than through arbitration so long as the matter remains in small claims court and proceeds only on an individual basis. If a party has already submitted an arbitration demand to the AAA, the other party may, in its sole discretion, inform the AAA that it chooses to have the Dispute heard in small claims court. At that time, the AAA will close the arbitration and the Dispute will be heard in the appropriate small claims court, with no fees due from the arbitration respondent.

(e) Arbitration Procedures. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, including its procedural provisions, fully applies. Any arbitration hearing will occur in Los Angeles, California, at another mutually agreeable location or, if both parties agree, by telephone or videoconference. The Arbitrator’s award will be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. Vocana values your privacy, particularly with respect to your financial transactions and data. Each of the parties shall maintain the confidential nature of the arbitration and shall not (without the prior written consent of the other party) disclose to any third party the fact, existence, content, award, or other result of the arbitration, except as may be necessary to enforce, enter, or challenge such award in a court of competent jurisdiction or as otherwise required by applicable law. While an arbitrator may award declaratory or injunctive relief, the Arbitrator may do so only with respect to the individual party seeking relief and only to the extent necessary to provide relief warranted by the individual party’s claim. The Arbitrator’s decision and judgment thereon will not have a precedential or collateral estoppel effect.

(f) Arbitration Fees. In accordance with the AAA Rules, the party initiating the arbitration (either you or us) is responsible for paying the applicable filing fee. For purposes of this arbitration provision, references to you and Vocana also include respective subsidiaries, affiliates, agents, employees, predecessors, successors and assigns as well as authorized users or beneficiaries of the Services.

If for any reason Claims proceed in court rather than in arbitration, you and Vocana waive any right to a jury trial. In that instance, you expressly agree to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the State of California, County of Los Angeles

(g) Right to Opt Out. You may reject this Arbitration Provision, in which case only a court may be used to resolve any Dispute. To reject this provision, you must send us an opt-out notice (the “Opt Out”) within thirty (30) days after you create a Vocana account or we first provide you with the right to reject this provision.

The Opt Out must be mailed to Vocana, Attn: Vocana Arbitration Provision, Vocana, Inc., 2184 Wood Ridge Drive, Wadsworth, OH 44281-8377. For your convenience, we are providing an opt out notice form you must fill in to Opt Out. You must complete this form by providing your name, address, phone number and the email address(es) you used to sign up and use the Vocana Service. This is the only way of opting out of this provision. Opting out will not affect any other aspect of the Agreement, or the Vocana Service, and will have no effect on any other or future agreements you may reach to arbitrate with us.

(h) Court Proceedings. Subject to and without waiver of the arbitration provisions above, you agree that any judicial proceedings (other than small claims actions as discussed above) will be brought in and you hereby consent to the exclusive jurisdiction and venue in the state courts in the City and County of Los Angeles, California, or federal court for the Southern District of California.

16. Miscellaneous

Vocana may assign this Agreement, and may assign or delegate, in whole or in part, any of its rights or obligations under this Agreement. You may not assign this Agreement, in whole or in part, nor transfer or sub-license your rights under this Agreement, to any third party. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of any other provision of the Agreement, which shall remain in full force and effect. You may have certain rights that cannot be limited by contract under applicable law. These Terms in no way intend to restrict those rights. Any failure by Vocana or any third-party beneficiary to act on or enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision of this Agreement. No waiver shall be effective against Vocana unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Other than as stated in this Section or as explicitly agreed upon in writing between you and Vocana, this Agreement constitutes all the terms and conditions agreed upon between you and Vocana and supersedes any prior agreements in relation to the Vocana Service, whether written or oral.