VOXIMPLANT FOR NONPROFIT PARTNER TERMS
Last Modified August 23, 2021
PLEASE READ THIS AGREEMENT CAREFULLY
This is a contract between you and us. It describes how we will work together and other aspects of our business relationship. It is a legal document, so some of the language is necessarily “legalese” but we have tried to make it as readable as possible. These terms are so important though that we cannot have you participate in our Voximplant Nonprofit Partner Program unless you agree to them. By participating in our Program, you agree to these terms and our Terms of Service published at https://voximplant.com/legal/tos (the “TOS.” To be eligible for consideration in the Program you (i) must prove that you qualify either as (a) a U.S. nonprofit with 501(c)(3) status, or (b) a U.S. library (either with 501(c)(3) status or a listing in the Institute of Museum and Library Services (IMLS) database), (ii) must not currently be a Voximplant customer or account holder, (iii) must provide your logo as set forth in Section 3 below, and (iv) shall not transfer or assign Voximplant software, Program and/or Voximplant Partner Benefits to any other organization (items (i) through (iv) collectively, the “Program Requirements”). You are required to provide your IRS Letter of Determination proving 501(c)(3) status prior to discounts being awarded. For the most recent information on our Program, please see https://voximplant.com/industries/nonprofits. We periodically update these guidelines. If we update or replace the terms we will let you know via an in-app notification in your portal or by email. If you don’t agree to the update or replacement, you can choose to terminate as we describe below. No fees, commissions or other payments will be due or payable in connection with your participation in the Program; provided, however, you shall be liable for any fees for products and services you order (subject to any discounts granted to you in connection with the Program).
“Agreement” means these Voximplant Nonprofit Partner Terms and all materials referred or linked to in this Agreement.
“Program” means our Nonprofit Partner Program as described in this Agreement and on the Voximplant Website.
“Voximplant Partner Benefits” means the benefits made available to nonprofit partners which we have described at the Voximplant Website.
“Voximplant Website” means http://www.voximplant.com, or any other website we may designate.
“We”, “us”, “our”, and “Voximplant” means Voximplant, Inc., a Delaware corporation.
“You”, “your”, and “Partner” means the party, other than Voximplant, entering into this Agreement. For the Program, this means the entity that applied to participate in the Program as may be further set forth in the signature page below.
2. Partner Acceptance and Participation. Once you complete an application to become a Voximplant Partner, we will review your application and notify you if you have been accepted to participate in the Program. If we do not notify you that you are accepted to participate in the Program within thirty (30) days from your application, your application is considered to be rejected. If you are accepted to participate in the Program, then upon notification of acceptance this Agreement shall apply in full force and effect, until terminated pursuant to the terms set forth below. Voximplant reserves the right to change the Voximplant Website, Voximplant Program, Voximplant Partner Benefits and TOS at any time in its sole and absolute discretion without any liability or obligation to you.
You must be willing and able to provide your logo to Voximplant for the purposes of publishing it on Voximplant's website. If you are accepted as an Voximplant Partner and would like to issue a press release announcing your partner status, you may do so upon our prior written consent. To seek to obtain this written consent, you should send a copy of your draft press release to VoxMarketing@voximplant.com.
4. Term and Termination. This Agreement will apply for as long as you participate in the Program, until terminated. You may terminate this Agreement on ten (10) days’ written notice to us. We may terminate this Agreement at any time in our sole and absolute discretion upon written notice to you (including, without limitation, if (i) you fail to cure a breach, (ii) you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, (iii) you violate any applicable local, state, federal, or foreign laws or regulations, (iv) you breach the terms applicable to your subscription or order with us (if you have one), including if you default on your payment obligations to us or our affiliates, or (v) we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers). Upon termination or expiration, you will immediately discontinue all use of our trademarks, including any Voximplant logos, if applicable. Termination or expiration of this Agreement shall not cause your subscription or order to be terminated, if you have one; provided, however, that any discounts you may in connection with the Program shall be immediately forfeited. You agree that Voximplant shall have no liability if it (i) does not accept you into the Program, (ii) elects to terminate this Agreement, (iii) elects to terminate your participation in the Program, or (iv) elects to terminate the Program in its entirety, in each case regardless of the reason for such non-acceptance or termination.
5. Partner Representations and Warranties.
You represent, warrant and covenant that: (i) your participation in this Program will not conflict with any of your existing agreements or arrangements; (ii) you own or have sufficient rights to use and to grant to us our right to use your trademark(s) and logos(s), (iii) you have full power and authority to enter into this Agreement and the TOS, and that they are binding upon you enforceable in accordance with their terms, and (iv) you currently, and will continue to, meet all of the Program Requirements.
We may update and change any part or all of this Agreement. If we update or change this Agreement, the updated Agreement will be posted at https://voximplant.com/legal/nonprofits, or another website we may designate. The updated Agreement will become effective and binding on the next business day after it is posted. When we change this Agreement, the “Last Modified” date above will be updated to reflect the date of the most recent version. We encourage you to review this Agreement periodically. If you do not agree with a modification to this Agreement, you must notify us in writing within thirty (30) days after receiving notice of modification. If you give us this notice, this Agreement will terminate ten (10) days after we receive this notice and our relationship will continue to be governed by the terms and conditions of the version of this Agreement applicable immediately prior to modification for the remainder of the Agreement term.
This Agreement (together with the TOS including any other terms or agreements referenced therein) is the entire agreement between us and supersedes all other proposals and agreements, whether electronic, oral or written, between us with respect to the Program and our products and services. The TOS supplement this Agreement, and to the extent that there is any direct conflict between the TOS and this Agreement with respect to the provision to you of Voximplant products and services, the TOS shall prevail. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. It is the express wish of both you and us that this Agreement and all related documents be drawn up in English. We might make versions of this Agreement available in languages other than English. If we do, the English version of this Agreement will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement.
We may change the Voximplant Partner Benefits from time to time in our sole and absolute discretion by updating our website. We grant to you only the rights and licenses expressly stated in this Agreement, and you receive no other rights or licenses with respect to us, the Voximplant products and services, our trademarks, or any other property or right of ours. Each party is responsible for its own costs and expenses related to the Program and this Agreement. This Agreement shall in no way limit our right to make available or sell the Voximplant products and services, directly or indirectly, to any current or prospective customers. This Agreement does not create an exclusive agreement between you and us. Both you and we will have the right to recommend similar products and services of third parties and to work with other parties in the same or similar capacity. The following sections shall survive the expiration or termination of this Agreement: ‘Publicity’ ‘Termination’, ‘General’ and Section 7.3 of the TOS.