Terms | VoiceDrop Pro

Terms & Conditions of Use

Terms and Conditions of Use were revised on 10/2/23 at 19:23:08 MST.

SECTION A, TERMS AND LIABILITY:

Introduction

VoiceDrop Pro, its parent companies, affiliates and their successors and assigns (collectively referred to as "VoiceDrop") makes available the services described herein (“the Services”) subject to these Terms and Conditions (“Terms”). The Privacy Policy for the various other services VoiceDrop owns and operates are part of, and subject to, these Terms. You may view our Privacy Policy elsewhere on our website. Additionally, please see our Acceptable Use Policy, which may also be viewed elsewhere on our website. To the extent there is a conflict, the terms of the Privacy Policy shall govern. Any other policies, notices, or other legal/administrative pages contained in our website are also necessarily incorporated into these Terms by reference. To the extent there is a conflict between these Terms and any such notice or policy, the separate notice, document or policy will govern to the extent of the conflict. The Terms along with the Privacy Policy and any other referenced documents collectively create a legal agreement (“Agreement”) between you and VoiceDrop.

The terms "we", "us", and "our" refer to VoiceDrop and all of its services collectively termed “VoiceDrop Solutions”. VoiceDrop, when used in the Agreement refers to VoiceDrop Pro, its parent companies, affiliates, successors and assigns. The term "Site" refers to voicedroppro.com and voicedroppro.info. The terms "user," "you" "your" and “Customer” refer to site visitors, customers and any other users of the Site. The term "VoiceDrop Content" refers to information provided on the Site in any form, including graphics, artwork, photos, videos, audios, text, code, software or other material. The term "Your Content” refers to any graphics, artwork, photos, videos, audios, text, code, software or other material provided by you to VoiceDrop via our Site, Service, email or regular mail.

Acceptance of Terms

You represent and warrant to VoiceDrop that you have the capacity to enter into a legal agreement in the province, state, territory or country in which you reside. By purchasing the Services, you agree that you are over the age of eighteen, authorized to use the Services, and are responsible for paying for the Services per the Agreement.

You represent and warrant to VoiceDrop that your use of any Service that it provides will not violate any applicable law or regulation in the province, state, territory or country in which you use the Services, including, but not limited to the Telephone Consumer Protection Act of 1991 (“TCPA”). If you are unable or unwilling to do so, do not request Services from VoiceDrop.

Services

VoiceDrop provides marketing services to mass-market industries. VoiceDrop Services include but are not limited to:

Customer Experience: VoiceDrop will use our US-based call center to provide customer service support for client customers. All communications are inbound, or are returning inbound communication requests. We will use our award-winning customer engagement processes or client's approved processes for integration with customers. We're able to handle customer service, warranty registration, product activation, tier 1 troubleshooting, concierge services and a host of other customer services as needed by our clients.

SnapShot Appraisal Service: VoiceDrop created an online submission service for obtaining trade-in appraisals for potential customers without them having to bring their vehicle into the dealership. SnapShot Appraisal staff will attempt to determine if the potential customer has a vehicle to trade-in and if so, will provide the dealer-specific SnapShot Appraisal link that will take the potential customer to a website that showcases the dealership and walks the potential customer through providing information about his or her trade-in. All trade-in information is forwarded to the dealership and the potential customer is cautioned during his/her submission that the trade-in value provided is only an estimate until the vehicle is physically presented for review at the dealership.

Smartlend Special Financing Leads: VoiceDrop will use its marketing expertise to solicit requests from individuals who have poor credit to apply for special financing from the Customer. Once a potential customer fully opts in to receiving all communications from us and sends an information request to Smartlend through one of our or our affiliates’ websites, we will contact them using various methods and inform them that the specific Customer has engaged this service and is interested in working with them. The potential applicant then receives a text a link to one of VoiceDrop websites designed to showcase the Customer’s product and/or services and collect some additional information from the potential customer. The customer is also given the opportunity to provide trade-in information via the SnapShot Appraisal service.

Online and/or Email Marketing Services: VoiceDrop will use its marketing expertise to obtain exclusive, opted-in contacts who are actively looking to buy the Customer’s product and/or service and who are interested in working with the Customer. Once contacts express interest in being contacted and are properly opted in, VoiceDrop staff will engage with potential customers until it is determined they are ready to buy and an appointment is set for the Customer or they are not yet ready in which case information on the potential customer is sent via email for later follow up per the potential customer’s request.

Use of the Site and Service

VoiceDrop Content provided on the Site and/ or related to the Services is subject to change. VoiceDrop makes no representation or warranty that the VoiceDrop Content, regardless of its source, is accurate, complete, reliable, current or error-free. VoiceDrop disclaims all liability for any inaccuracy, unreliability, error or lack of timeliness or completeness in the VoiceDrop Content.

VoiceDrop Content on this Site may be provided in written, video and/or audio format and is provided for the user's convenience for informational, educational and entertainment purposes only. VoiceDrop Content on the Site is not intended to provide specific financial, tax, legal, physical or mental health or any other professional advice whatsoever to you, or any other individual or company, and should not be relied upon as such.

You are solely responsible for Your Content, including any loss or damage to VoiceDrop or any third parties as a result of transmission of Your Content using the Services. VoiceDrop has no responsibility to you or any third party for Your Content. You shall retain copyright and any other Intellectual Property rights you hold in Your Content. You shall remain solely responsible for protecting and enforcing such rights where applicable. You hereby grant to VoiceDrop and its directors, officers, employees, agents, consultants or subcontractors the right to use, reproduce, transmit and delete (as applicable) Your Content in such manner as may be necessary to enable VoiceDrop to perform the Services and otherwise exercise any right or perform any obligations under this Agreement. VoiceDrop may store Your Content, but has no responsibility and disclaims any obligation to do so.

End User/Final Customer: VoiceDrop’s services include interacting with end users or the final customer, often the customer of VoiceDrop’s customer. For any end user using any of our services, by providing your phone number or email address, you agree to receive emails, text messages, and/or phone calls, which may be recorded and/or sent using automated dialing or emailing equipment or software, from us, our customers and/or our affiliates, unless you opt-out from such communications. You understand that your consent to be contacted is not a requirement to purchase any product or service and that you can opt-out at any time. You agree to pay your mobile service provider’s text messaging rates, if applicable. We will never sell your information and will only use it as you have authorized.

Account Creation

In order to use the Services, you will be required to provide information about yourself and your company, including your name, email address, title, company name and other personal information. You agree that any registration information you give to VoiceDrop will always be current, correct and complete. You must not impersonate someone else or provide account information or an email address other than your own. Your account must not be used for any illegal or unauthorized purpose. You must not, in the use of any Services, violate any laws in your jurisdiction.

Service Use Status

You understand and agree that your use of the Services is limited and non-exclusive. VoiceDrop may, within our sole discretion, terminate your account and your use of the Services, for any reason, and without giving you notice. If your account is terminated by us, you are entitled to the return of any pre-paid campaigns or other Services that have not been performed by us, which will be promptly itemized and returned to you within 30 days.

Refusal of Service

The Services are offered subject to our acceptance of your order or request for Service. We reserve the right to refuse service to any order, person or entity, for any reason. We may at any time change or discontinue any aspect or feature of the Site or Services, subject to us fulfilling our previous responsibilities to you based on acceptance of your payment. If we choose to refuse your order after payment has been processed, we will refund any pre-payment.

Restrictions On Use

You may use our Services for lawful purposes only. You agree to use our Services for legitimate purposes expressly permitted by the Agreement. You agree to be financially responsible for all purchases made by you or someone acting on your behalf for your account. You may not use VoiceDrop Services for any other purpose, including any commercial purpose, without VoiceDrop’s express prior written consent. VoiceDrop will not transmit any material which violates or infringes on the rights of others, or which is threatening, abusive, defamatory, libelous, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, contains injurious formulas, recipes, or instructions, or which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law.

Order Confirmation

We will email you to confirm the placement of your order and with details concerning product delivery. In the event that there is an error in this email confirmation, it is your responsibility to inform us as soon as possible so that we may correct the error. You and VoiceDrop agree time is of the essence in providing the Service(s) and in the event we lack the time to send an email confirmation, or you do not reply to a sent confirmation, you agree that we are free to rely on previous oral or written statements made by you in order to determine if such authorization would have been given had sufficient time existed. You agree not to hold VoiceDrop responsible for any wrong assumptions made in making such determinations.

Payment.

Fees. The fixed fees and/or rates applicable to any Service are set out in the online order form for the Service (the "Fees"). They may include one-time fees (these are typically for setting up the Services) and recurring fees. PLEASE NOTE THAT THE ONLINE ORDER FORM MAY ALSO SET OUT A RATE INCREASE THAT WILL BECOME EFFECTIVE UPON THE EXPIRATION OF A PROMOTIONAL RATE. SUCH AN INCREASE WILL HAPPEN WITHOUT FURTHER NOTICE TO YOU. Otherwise, VoiceDrop will give you at least 30-days prior written notice of any increase to the Fees.

Promotions. From time to time, VoiceDrop may offer its Services to new or existing customers at discounted or promotional rates. You acknowledge that any such promotion is only applicable to one of your Services if the promotion or discount is clearly set out as applicable on the online order form used that you used to order the Service.

Expenses. Unless expressly set out otherwise in an applicable Service Description, you will reimburse VoiceDrop for fees or other related expenses incurred by VoiceDrop in relation to any third-party service described herein or in the Service Descriptions.

Taxes. All charges for the Services are exclusive of any taxes or fees. Except for taxes based on VoiceDrop’s net income or for taxes which you provide a valid exemption certificate, you shall be responsible for payment of all applicable taxes that arise in any jurisdiction, including, without limitation, value added, consumption, sales, use, gross receipts, excise, access, bypass, or other taxes, duties, fees, charges or surcharges. VoiceDrop will give effect to any valid exemption certificate provided to the extent it applies to any Service billed by VoiceDrop to you following VoiceDrop’s receipt of such exemption certificate. Provided that VoiceDrop timely identifies the taxes and fees payable by you, you shall indemnify, defend and hold VoiceDrop harmless from payment and reporting of all such taxes and fees, including costs, expenses, and penalties incurred by VoiceDrop in settling, defending or appealing any claims or actions brought against VoiceDrop related to, or arising from, your non-payment of taxes or fees.

Non-payment. If payment has not been received by the due date, VoiceDrop may restrict, suspend or terminate the affected Services; and VoiceDrop reserves the right to charge interest on the overdue payment at the rate of one and a half percent (1.5%) per month (or the maximum rate permitted by law, whichever is less). You must dispute any charges for the Services in writing within thirty (30) days after the date of the occurrence that forms the basis for the dispute; otherwise you waive any dispute or further recourse with respect to the applicable charges. If a billing dispute is resolved in your favor and you withheld the disputed amount, no interest credits or penalties will apply. If the dispute is resolved against you, and you withheld the disputed amount, you shall pay such withheld amount due plus interest from the date the payment was originally due. A dispute may not be based upon a claim that all or a portion of the charges for the Services were incurred by unauthorized users. You remain solely responsible for all use of Services ordered by you or billed to your account pursuant hereto, for determining who is authorized to use your service, and for promptly notifying VoiceDrop of any unauthorized use. In the event of nonpayment, VoiceDrop reserves the right to assign the late balance to a collection agency and you agree to reimburse VoiceDrop for all expenses related to its collection efforts, including, but not limited to reasonable attorneys’ fees.

Term and Termination

This Agreement shall be effective as of the date on which you order your first Service and shall continue until terminated in accordance with the terms and conditions set out in the remainder of this Section (the "Term"). The Agreement remains in full force and effect as long as services are ordered from VoiceDrop and for a period of 1 year from the date of your last order. After a period of one year’s time wherein no orders are placed, this Agreement will automatically terminate and your account will be closed.

Refunds and Cancellations

We do not offer refunds for Services after they have been rendered. In order to cancel a Service and receive a refund, you must inform us 2 business days before the start of your scheduled campaign, as we make extensive use of automated services that have to be configured in advance, and cannot be stopped once they have been setup. If we do not receive notice by that date, no refund will be issued.

Service Description

We endeavor to describe and display the Site and Services as accurately as possible. While we try to be as clear as possible in explaining the Services, we do not guarantee that the Site is entirely accurate, current, or error-free. From time to time we may correct errors in pricing and descriptions. We reserve the right to refuse or cancel any order with an incorrect price listing.

Third-Party Resources

The Site and Services may contain links to third-party websites and resources. These links are provided for your convenience. You acknowledge and agree that we are not responsible or liable for the availability, accuracy, content or policies of third-party websites or resources. Unless otherwise indicated by us, links to such websites or resources do not imply any endorsement by or affiliation with VoiceDrop. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.

Links to external websites may expire over time, which we do not control. We do review our Site periodically for broken and out-of-date links, and we have the right to alter, remove or post links at any time. If you would like to report problems with links on our Site, see our address below.

Limitations on Liability

A. VoiceDrop will not be liable for: (i) any failure of performance due to causes beyond its control, including, but not limited to, acts of God, fires, floods or other catastrophes; national emergencies, insurrections, riots or wars, acts of terrorism, strikes, lockouts, work stoppages or other labor difficulties; and any law, order, regulation or other action of any governing authority or agency thereof; or (ii) delayed installation of VoiceDrop’s facilities or commencement of service.

B. IN NO EVENT WILL VOICEDROP BE LIABLE TO CUSTOMER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE LOSS OR DAMAGE OF ANY KIND, INCLUDING LOST PROFITS (WHETHER OR NOT CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES) BY REASON OF ANY ACT OR OMISSION IN ITS PERFORMANCE UNDER THIS AGREEMENT. THIS SECTION SURVIVES TERMINATION OF THIS AGREEMENT.

C. VoiceDrop will be indemnified, defended, and held harmless by Customer against all claims of loss or damage arising from the use of the Service(s) furnished by VoiceDrop, including, but not limited to: (i) Allegations or claims for libel, slander, invasion of privacy, or infringement of copyright arising out of the VoiceDrop Content or Your Content transmitted via VoiceDrop Services; and (ii) All other allegations and claims arising out of any intentional act or omission by Customer or others in connection with any service provided by VoiceDrop including but not limited to any claims of TCPA violations based upon Customer’s use of the Services.

D. VOICEDROP MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES ABOUT ITS SERVICES AND DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR NONINFRINGEMENT. VOICEDROP DOES NOT AUTHORIZE ANYONE TO MAKE A WARRANTY ON VOICEDROP’S BEHALF AND CUSTOMER MAY NOT RELY ON ANY STATEMENT OF WARRANTY AS A WARRANTY BY VOICEDROP.

E. VoiceDrop will not be liable for any act or omission of any other company or companies furnishing a portion of the Services, or from any act or omission of a third party, including those vendors participating in VoiceDrop offerings made to Customer, or for damages associated with service, or equipment that it does not furnish, or for damages that result from the operation of Customer provided systems, equipment, facilities or services that are interconnected with VoiceDrop services.

F. VoiceDrop may release Customer IP addresses and any other personal information for use by law enforcement in the case of investigations of system misuse or for any other legally mandated reason. In such case, VoiceDrop may notify Customer of the release of such information in its sole discretion unless prohibited by applicable law.

G. CUSTOMER AGREES AND CONFIRMS THAT THE NUMBERS SELECTED FOR UPLOAD FOR ANY CAMPAIGN HAVE BEEN SCRUBBED AGAINST ALL REQUIRED FEDERAL AND STATE DO-NOT-CALL LISTS, AND HEREBY ACCEPTS FULL LIABILITY AND LEGAL RESPONSIBILITY FOR THE DIALING AND TEXTING OF THESE NUMBERS. CUSTOMER FURTHER AGREES TO COLLECT AND MAINTAIN PRIOR EXPRESS WRITTEN CONSENT FROM ALL INDIVIDUALS AND/OR COMPANIES TO WHICH IT PLANS TO SEND A VOICEMAIL OR TEXT MESSAGE USING THE SERVICES. CUSTOMER SHALL ALSO BE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR UPDATING SUCH CONSENTS AND NOTIFYING VOICEDROP OF ANY CHANGES TO ITS NUMBER LISTS. VOICEDROP EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR FAILURE TO UPDATE CAMPAIGNS OR NUMBER LISTS TO ACCOUNT FOR CHANGES BASED ON CONSENT OR DO-NOT-CALL LIST STATUS. VOICEDROP WILL NOT BE HELD RESPONSIBLE FOR REMOVAL OF OR FAILURE TO REMOVE ANY NUMBER FROM A CUSTOMER-PROVIDED CAMPAIGN LIST IN RESPONSE TO AN UNSUBSCRIBER REQUEST. COMPLIANCE WITH TCPA AND OTHER LAWS REGARDING MARKETING CAMPAIGNS IS CUSTOMER’S SOLE AND EXCLUSIVE RESPONSIBILITY.

SECTION B, RESPONSIBLE USE:

• Customer agrees to familiarize itself with any International, Federal, State, or local laws governing who may be contacted via an automated calling system, text message or email.

• Customer agrees to place *ANY* individual requesting Do Not Call status, on Customer’s account DNC list, immediately.

• Customer agrees not to provide contact numbers for any lifeline services, such as hospitals, fire, police, 911, or utility related telephone numbers.

• Customer agrees to not provide contact information to VoiceDrop for any sales outbound broadcasts to recipients that have not provided prior express written consent to receiving such a broadcast.

• Customer agrees that contact lists provided to VoiceDrop will be scrubbed against the National Do Not Call Registry, the National Reassigned Numbers Database, any applicable state Do Not Call Registries as well as your own internal Do Not Call database. Customer agrees to secure prior express written consent for any party to which it will send a voicemail or text message as part of a campaign facilitated by VoiceDrop. Customer agrees to maintain and update such prior express written consent documentation on a real-time basis.

• Customer agrees to consult with an attorney before providing any data for use with VoiceDrop if Customer is uncertain about the legality of its planned campaign.

THE TERMS AND THIS AGREEMENT ARE SUBJECT TO CHANGE BY VOICEDROP AT ANY TIME AT ITS DISCRETION. YOUR USE OF VOICEDROP. SERVICES AFTER SUCH CHANGES ARE IMPLEMENTED CONSTITUTES YOUR ACKNOWLEDGMENT AND ACCEPTANCE OF THE CHANGES. PLEASE CONSULT THESE TERMS PRIOR TO EVERY USE FOR ANY CHANGES. IF YOU DISAGREE WITH ANY OF THESE TERMS OR THE AGREEMENT, PLEASE DISCONTINUE USE OF VOICEDROP SERVICES IMMEDIATELY.

SECTION C, GENERAL

Intellectual Property Rights to Your Submissions

We claim no intellectual property rights over Your Content submitted to VoiceDrop. You retain copyright and any other rights you may rightfully hold in Your Content which you submit through the Site or Services or via company email or postal mail or otherwise authorize us to use. Your Content submitted to VoiceDrop remains yours to the extent that you have any legal claims therein. You agree to hold VoiceDrop harmless from and against all claims, liabilities and expenses arising out of any potential or actual copyright or trademark misappropriation or infringement claimed against you related to your use of the Services or Site. By posting Your Content on the Site or through the Services or submitting testimonials and other information to our email or postal address, you grant us a worldwide, nonexclusive, royalty-free, perpetual, irrevocable license to use the Your Content for promotional, business development and marketing purposes.

Our Intellectual Property

The Site and Services contain intellectual property owned by VoiceDrop, including, without limitation, trademarks, copyrights, proprietary information and other intellectual property as well as the VoiceDrop name, logo, all designs, text, graphics, other files, and the selection and arrangement thereof, as well as all “Solution” names, logos, designs, text, graphics other files and the arrangement thereof, also referred to as the "look and feel." Our Sites and all aspects of our Services are protected by intellectual property law, including international copyright and trademark laws. You are prohibited from modifying, publishing, transmitting, participating in the transfer or sale of, creating derivative works from, distributing, displaying, reproducing or performing, or in any way exploiting in any format whatsoever any of the Site or Service Content or intellectual property, in whole or in part without our prior written consent, including any and all text, graphics, code, software, video, audio, or other VoiceDrop Content. We reserve the right to immediately remove you from the Services, without refund, or restrict you from access to the Site, as well as pursue legal action against you, if you are caught violating this intellectual property policy.

Material Connection, Good Faith Recommendations and Compensation

Unless otherwise expressly stated, you should assume that all references to Services or “Solutions” made by VoiceDrop or its employees/owners/affiliates are made because material connections exist between VoiceDrop and the vendor of the mentioned products and services ("Vendor").

Because there may be a material connection between VoiceDrop and Vendor(s) of products or services mentioned by VoiceDrop staff, you should always assume that VoiceDrop may be biased because of VoiceDrop’s relationship with a Vendor and/or because VoiceDrop has received or will receive something of value from a Vendor. Therefore, it is in your own best interest for you to perform your own due diligence before purchasing a product or service mentioned on our Site or by our staff.

Income Disclaimers

When VoiceDrop informs you about or makes reference to income potential of using our Service(s), you understand and agree we have made no promise, representation, implication, warranty, suggestion, projection or guarantee whatsoever that you will make a certain amount of money, or any money, or not lose money, as a result of using the Services, and that we do not authorize any such promise, representation, implication, warranty, suggestion, projection or guarantee by others.

Any revenue or income statements or examples are based on actual results and/or estimates as may be stated. There is no guarantee that you will make these levels for yourself. If we know typical buyer results they are listed. Otherwise, we do not know typical buyer results and you should take that into consideration in your decision to use our product or service. As with any business, your results will vary and will be based on your personal capabilities, experience, knowledge, level of desire, work ethic, time invested and an infinite number of variables beyond our control, including variables we or you have not anticipated. Accordingly, there are no guarantees concerning the level of success you may achieve.

Resale

You may not resell any Services unless you have been given express written authorization by VoiceDrop.

Entire Agreement.

The Agreement, including any Attachments, constitutes the entire understanding of the parties with respect to the subject matter of the Agreement and will supersede all previous and contemporaneous communications, representations or understandings, oral and/or written, between the parties relating to that subject matter and will not be contradicted or supplemented by any prior course of dealing between the parties. If any provision of the Agreement is determined to be unenforceable or invalid by court decision, the Agreement will not be rendered unenforceable or invalid as a whole, and the original unenforceable provision will be changed only minimally as required for it to be enforceable and interpreted so as to best accomplish the objectives of the original provision within the limits of applicable law.

Severability

Should any provision of this Agreement be held to be invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the extent permissible, and all other provisions will remain in effect and are enforceable by the parties.

Waiver

No waiver of any part of this Agreement will be deemed to be a waiver of any other provision. No term of this Agreement will be deemed to be waived by reason of any previous failure to enforce it. No term of this Agreement may be waived except in a writing signed by the party waiving enforcement.

Interpretation

The headings used in the Terms are for convenience of reference only. No provision of the Terms will be interpreted against any party merely because that party or its legal representative drafted the provision. All remedies are cumulative. Throughout the Agreement, the term "including" or the phrases "e.g.," or "for example" have been used to mean "including, without limitation".

Assignment

VoiceDrop may assign its rights and obligations hereunder without your prior consent. Any assignment of the Agreement or any rights or obligations under the Agreement by you without the express written consent of VoiceDrop will be invalid. VoiceDrop may partner with others or subcontract any or all of its obligations under the Agreement, but will retain its responsibility to you for the timely performance of the work necessary to the provision of Service properly paid for by you.

Notice

Any notice or other significant communication given to you pursuant to the Agreement will be in writing, addressed to any email address or address that you provided to VoiceDrop when acquiring your first Service (as updated by you in accordance with this Agreement). You are solely responsible for updating your contact information with VoiceDrop and accept any consequences for failure to do so.

Confidential Information

Confidential Information, including all VoiceDrop business and/or technical information, pricing, discounts and other information or data, whether in tangible or other form if marked or otherwise expressly identified in writing as confidential shall be considered privileged and not for release to others. Information communicated verbally will qualify as Confidential Information if designated as confidential or proprietary at the time of disclosure and summarized in writing within thirty (30) days after disclosure. Confidential Information excludes information that: (i) is publicly available other than by an act or omission of you; (ii) subsequent to its disclosure was lawfully received from a third party having the right to disseminate the information without restriction on its dissemination or disclosure; (iii) was known by you prior to its receipt as “Confidential Information” and was not received from a third party in breach of that third party’s confidentiality obligations; (iv) was independently developed by you without use of VoiceDrop’s Confidential Information; or (v) is required to be disclosed by court order or other lawful government action, but only to the extent so ordered, provided you make prompt written notification to VoiceDrop of the pending disclosure so that VoiceDrop may attempt to obtain a protective order. In the event of a potential disclosure in the case of subsection (v) above, you will provide reasonable assistance to VoiceDrop should VoiceDrop attempt to obtain a protective order. You will protect such Confidential Information received from VoiceDrop with no less care than the care you use to protect your own Confidential Information, but in no event, with no less than a reasonable degree of care. You will not use or disclose VoiceDrop’s Confidential Information except as permitted in this section or for the express purpose of performing obligations under the Agreement. Your confidentiality obligations will survive the termination of the Agreement. Upon termination of the Agreement, you will cease all use of VoiceDrop’s Confidential Information and will promptly and in a manner of transmittal reasonably expected to protect the confidentiality of such information, return or, at Able’s request, and in a manner of destruction reasonably expected to protect the confidentiality of such information, destroy all Confidential Information, including all copies, in whatever form in your possession or under your control, including such Confidential Information stored on any electronic medium or device of any sort. Upon request, you will certify in writing your compliance with this section.

During the performance of this Agreement, it may be necessary for VoiceDrop to transfer, process and store billing and utilization data and other data necessary for VoiceDrop’s operation of its network and for the performance of its obligations under this Agreement. The transfer, processing and storing of such data may be to or from the United States. You hereby consent that you may, as permitted by applicable law, (i) transfer, store and process such data in the United States; and (ii) use such data to perform its obligations under this Agreement and/or its own network management purposes allowed by law.

Governing Law

This Agreement will be governed by the laws of the State of Colorado and the laws of USA applicable therein, without reference to the conflict of laws provisions. The parties consent to the jurisdiction of the courts of Boulder County, Colorado. Nothing in this Agreement will be construed to preclude either party from seeking provisional remedies, including but not limited to temporary restraining orders and preliminary injunctions, from any court of competent jurisdiction in order to protect its rights pending litigation.

Independent Contractors

The relationship between the parties is that of independent contractors, and not that of partnership, joint venture, employment, franchise or agency. Neither party may incur any obligations on the other's behalf without the other's prior written consent, except as otherwise expressly provided herein.

No Third-party Beneficiaries

This Agreement is for the benefit of you and VoiceDrop and does not provide any third party the right to enforce it or to bring an action for any remedy, claim, liability, reimbursement or cause of action or any other right or privilege.

Import/Export Laws

You shall not use, distribute, transfer or transmit any equipment, services, software or technical information provided under this Agreement (even if incorporated into other products) except in compliance with all applicable import and export laws, conventions and regulations.