Terms

This site or application (“Vocentis Site” or “Site”) is owned or managed by Vocentis, Inc. and our affiliates and subsidiaries, including Vocentis, Zuux Networks, and Cluemedia Productions (collectively “Vocentis,” “we,” “us,” or “our”). Vocentis provides quality entertainment brands such as broadcast and Internet radio stations. These Terms of Use (“Terms”) cover all Vocentis Sites that link to these Terms.

To the extent the functionality or service described in these Terms does not appear on the Vocentis Site with which you are interacting, the terms and conditions related to such functionality or service does not apply to your use of the Vocentis Site.

PLEASE READ THESE TERMS CAREFULLY BEFORE CONTINUING TO ACCESS, BROWSE, OR USE THIS SITE. THESE TERMS AFFECT YOUR LEGAL RIGHTS, INCLUDING BY LIMITING VOCENTIS’ LIABILITY, WAIVING THE RIGHT TO A JURY TRIAL, AND REQUIRING THE RESOLUTION OF DISPUTES ON AN INDIVIDUAL, NON-CLASS BASIS. SEE SECTION 10 AND SECTION 24. 

The Sites are intended only for individuals or businesses in the United States. Although the Sites may be accessed from around the world, they have been designed to comply with the laws of the United States. If any material on the Sites, or your use of the Sites, is contrary to the laws of the country where you are when you access it/them, the Site is not intended for you, and you should not access or use them. See Section 15.

Your use of the Sites is personal to you and subject to your compliance with these Terms. Please read these Terms carefully before using the Sites. Your use of the Sites constitutes your acceptance to be bound by these Terms without limitation, qualification or change. If at any time you do not accept all the terms and conditions of these Terms, you must not use the Sites. These Terms set forth Vocentis’ policies solely with respect to its operation of the Vocentis Sites. Other terms and policies may govern Vocentis’ non-Internet operations. 

If you are entering into these Terms on behalf of a company, business, or other legal entity, by using the Sites you represent that you: (a) are of the age of majority in your jurisdiction, and (b) have the authority to bind such entity to these Terms. In this case ‘you’ means the company, business, or other legal entity on whose behalf you are proceeding.

If you are entering into these Terms for your personal, non-business use of the Site, you represent that: (a) you are a legal resident of the United States; (b) you are at or above the legal age of majority in your jurisdiction of residence or if you are not, that you are 13 years or older and have obtained parental or guardian consent to enter into these Terms; and (c) you own or have sufficient authorization to use the computer, mobile device, technology or other device you use to access this Vocentis Site (collectively, “Device”).

Some parts of this Vocentis Site may contain adult content intended for people who are at or above the legal age of majority in their jurisdiction of residence. By viewing this adult content, you are representing that you are at or above such legal age of majority and that the content is acceptable to you.

Certain products or services offered by the Sites (each an “Vocentis Internet Service,” and collectively “Vocentis Internet Services”) may be governed by additional terms (“Additional Terms”) presented to you in conjunction with those products or services. You agree to these Additional Terms when using those areas or Vocentis Internet Services. The Additional Terms and these Terms taken together, shall apply to your use of the Vocentis Internet Services. In the event of an inconsistency between the Additional Terms and these Terms, the Additional Terms shall control. 

YOU MAY NOT USE ANY  VOCENTIS SITE FOR ANY PURPOSE THAT IS UNLAWFUL OR PROHIBITED BY THESE TERMS, AND/OR ANY ADDITIONAL TERMS. YOUR ACCESS TO ANY VOCENTIS SITE MAY BE TERMINATED IMMEDIATELY IN VOCENTIS’ SOLE DISCRETION, WITH OR WITHOUT NOTICE, IF YOU FAIL TO COMPLY WITH ANY PROVISIONS OF THESE TERMS AND/OR ANY APPLICABLE ADDITIONAL TERMS, OR FOR ANY OTHER REASON IN OUR SOLE DISCRETION, OR FOR NO REASON AT ALL. 

Vocentis reserves the right, in its sole discretion, to modify, alter, or otherwise change these Terms and/or the Additional Terms at any time. Vocentis will notify you of any changes to these Terms and/or the Additional Terms by updating the “Effective Date” at the top of the page where such terms are posted. Please review these Terms and/or Additional Terms periodically for changes. Your continued use of this Vocentis Site constitutes your acceptance and agreement to be bound by these changes without limitation, qualification or change. If at any time you do not accept these changes, you must immediately discontinue use of this Vocentis Site and/or the Vocentis Internet Service to which the changes may apply. 

You are responsible for obtaining and maintaining at your own expense all equipment, hardware, software, and telephone, cable, mobile, wireless, Internet and other services necessary to access, visit and/or use the Vocentis Internet Service. If you are accessing the Vocentis Internet Service via a mobile device, your mobile carrier may charge you fees for data, text messaging, and other mobile access or communications services.

There are locations on the Site where you may be asked to provide your personal information.  Vocentis has a Privacy Notice that describes its practices with respect to the collection, use, disclosure and protection of personal information. You can find the Privacy Notice, which is incorporated into these Terms, here: https://www.vocentis.com/privacy. By using this Vocentis Site you acknowledge the disclosures set forth in the Privacy Notice. 

If Vocentis Site or Vocentis Internet Service requires you to open an account, you must complete the specified registration process by providing us with current, complete, and accurate information as requested by the applicable registration form. It is your responsibility to maintain current, complete, and accurate registration data. After you have fully completed the registration, you may be asked to choose a password and a username. It is entirely your responsibility to maintain the confidentiality of your password and account. Additionally, you are entirely responsible for any and all activities that occur under your account. You may cancel your account by contacting customer service or by following the instructions in any applicable Additional Terms. 

You are responsible for any username and password that is associated with your account. It is your responsibility to maintain the confidentiality of your password, if one is established. You are entirely responsible for any and all activities that occur under your account, and agree to notify us immediately of any unauthorized use of your account. 

In accessing and using this Vocentis Site and/or the Vocentis Internet Services, you agree that you will not: 

• Deliver any unsolicited advertisement, promotional materials, junk email, bulk email (also known as “spam”), chain letters, surveys or contests, or solicit participation in any pyramid schemes.
• Deliver any unlawful (according to applicable law or regulation) postings to or through this Vocentis Site, or any postings which advocate illegal activity.
• Deliver, or provide links to, any postings containing material that could be considered harmful, obscene, pornographic, indecent, lewd, violent, abusive, profane, insulting, threatening, harassing, hateful or otherwise objectionable.
• Deliver, or provide links to, any postings containing material that harasses, victimizes, degrades, or intimidates an individual or group of individuals on the basis of religion, race, ethnicity, sexual orientation, gender, age, or disability.
• Deliver, or provide links to, any postings containing defamatory, false or libelous material.
•  Deliver any posting that infringes or violates any intellectual property or other right of any entity or person, including, without limitation, copyrights, patents, trademarks, laws governing trade secrets, rights to privacy, or publicity.
• Deliver any posting to that you do not have a right to make available under law or contractual or fiduciary relationships. Impersonate another person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity, or adopt a false identity if the purpose of doing so is to mislead, deceive, or defraud another.
• Manipulate identifiers, including by forging headers, in order to disguise the origin of any posting that you deliver.
• Deliver any posting containing personal information, such as phone numbers, social security numbers, account numbers, addresses or employer references.
• Use this Vocentis service in any manner which could damage, disable, overburden, or impair or otherwise interfere with the use of this Vocentis Site or other users’ Devices, or cause damage, disruption or limit the functioning of any software, hardware, or telecommunications equipment.
• Attempt to gain unauthorized access to this Vocentis Site, any related website, other accounts, computer system, or networks connected to this Vocentis, through hacking, password mining, or any other means.
• Obtain or attempt to obtain any materials or information through any means not intentionally made available through this Vocentis Site, including harvesting or otherwise collecting information about others such as email addresses. 

Except where otherwise provided, access to and use of Vocentis Site and the Vocentis Internet Services are currently available without charge. Vocentis reserves the right to charge a fee for access to or use of this Vocentis Site, or any Vocentis Internet Service at any time in the future. Your access to or use of this Vocentis Site while it is available at no charge does not entitle you to use of this Vocentis Site without charge in the future. 

Some Vocentis subscription services, may be offered to you conditioned on your payment of a fee (each, an “Vocentis Premium Service”). By using the Vocentis Premium Service, you agree that in addition to these Terms, you will be subject to any charges and rules set forth in the Additional Terms for that service. The Additional Terms may include automatic renewals and periodic recurring charges (e.g., monthly, quarterly, or annually), and details about our third-party payment processor and any terms and conditions that it may have in order for you to use its services. Your payment method will be charged until you cancel the Vocentis Premium Service.

Terms and Conditions for Vocentis Radio subscriptions are available here.

YOUR USE OF, AND RELIANCE ON, ANY ADVICE OR INFORMATION OBTAINED FROM OR THROUGH THIS SITE AND/OR VOCENTIS INTERNET SERVICE IS AT YOUR OWN RISK. ALL CONTENT, INCLUDING SOFTWARE, PRODUCTS, SERVICES, INFORMATION, TEXT AND RELATED GRAPHICS ARE PROVIDED TO YOU ON AN “AS IS/AS AVAILABLE” BASIS.VOCENTIS EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, INFORMATIONAL CONTENT, TITLE, OR NON-INFRINGEMENT OF THE RIGHTS OF THIRD PARTIES.

VOCENTIS DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS THAT THIS VOCENTIS SITE (OR ANY SERVICES AVAILABLE ON THE SITE) WILL OPERATE ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS VOCENTIS SITE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. VOCENTIS DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING SUITABILITY, AVAILABILITY, ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF ANY MATERIAL OF ANY KIND CONTAINED WITHIN THIS VOCENTIS SITE FOR ANY PURPOSE. 

VOCENTIS IS NOT RESPONSIBLE FOR ANY FAILURES CAUSED BY SERVER ERRORS, MISDIRECTED OR REDIRECTED TRANSMISSIONS, FAILED INTERNET CONNECTIONS, OR ANY COMPUTER VIRUS OR OTHER TECHNICAL DEFECT, WHETHER HUMAN OR TECHNICAL IN NATURE. 

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER, EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES, LIABILITIES AND DAMAGES, SO SOME OF THE ABOVE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.  IN SUCH JURISDICTIONS, VOCENTIS’ LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. 

IN NO EVENT SHALL VOCENTIS, ITS SUBSIDIARIES, AFFILIATES, DISTRIBUTORS, SUPPLIERS, LICENSORS, AGENTS OR OTHERS INVOLVED IN CREATING, SPONSORING, PROMOTING, OR OTHERWISE MAKING AVAILABLE THIS  VOCENTIS SITE AND ITS CONTENTS, BE LIABLE TO ANY PERSON OR ENTITY WHATSOEVER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO: (1) LOSS OF GOODWILL, PROFITS, BUSINESS INTERRUPTION, DATA OR OTHER INTANGIBLE LOSSES; (2) YOUR INABILITY TO USE THE  VOCENTIS SITE; (3) UNAUTHORIZED ACCESS TO OR TAMPERING WITH YOUR PERSONAL INFORMATION OR TRANSMISSIONS; (4) THE PROVISION OR FAILURE TO PROVIDE ANY SERVICE; (5) ERRORS OR INACCURACIES CONTAINED ON THIS VOCENTIS SITE; (6) ANY TRANSACTIONS ENTERED INTO THROUGH THIS VOCENTIS SITE; (7) ANY PROPERTY DAMAGE INCLUDING DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM CAUSED BY VIRUSES OR OTHER HARMFUL COMPONENTS, DURING OR ON ACCOUNT OF ACCESS TO OR USE OF THIS VOCENTIS SITE OR ANY SITE TO WHICH IT PROVIDES HYPERLINKS; OR (8) DAMAGES OTHERWISE ARISING OUT OF THE USE OF THIS VOCENTIS SITE AND VOCENTIS INTERNET SERVICES. THE LIMITATIONS OF LIABILITY SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF VOCENTIS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. 

You agree to indemnify and hold harmless Vocentis, its subsidiaries, agents, distributors and affiliates, and their officers, directors and employees from and against any and all claims, actions, demands, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ fees, resulting from your breach of any provision of these Terms, the Additional Terms, if any, or otherwise arising in any way out of your use of this Vocentis Site or any Vocentis Internet Service, or Vocentis Software (as defined in Section 14). You agree to cooperate fully with Vocentis in asserting any available defenses in connection with a claim subject to indemnification by you under these Terms. 

Vocentis reserves the right, in its sole discretion, to modify, suspend, or terminate this Vocentis Site and/or any portion thereof, including any Vocentis Internet Service, and/or your account, password, or use of any Vocentis Internet Service, or any portion thereof, at any time for any reason with or without notice to you. 

Termination of your account for an Vocentis Internet Service removes your authorization to use the Vocentis Internet Service. In the event of termination, you will still be bound by your obligations under these Terms and any Additional Terms, including the warranties made by you, and by the disclaimers and limitations of liability for your use prior to termination. Additionally, Vocentis shall not be liable to you or any third party for any termination of your access to an Vocentis Internet Service. 

This Vocentis Site may contain links to websites, applications or other services operated by third parties (the “Linked Sites”). Vocentis does not monitor or control the Linked Sites and makes no representations regarding the Linked Sites. Vocentis is not liable or responsible for the accuracy, completeness, timeliness, reliability or availability of, any of the content uploaded, displayed, or distributed, or products, or services available at the Linked Sites. If you choose to access any Linked Site, you do so at your own risk. Your use of the Linked Site is subject to its  terms of use and privacy policy, which you should review. The presence of a link to a third-party site does not constitute or imply Vocentis’ endorsement, sponsorship, or recommendation of the third party or of the content, products, or services contained on, or available through, the site. You use Linked Sites at your own risk.

Any software that is made available to access, use, view and/or download in connection with an Vocentis Site or Vocentis Internet Service, including applications, podcasts, audio streaming, or video streaming (“Vocentis Software”), is owned by Vocentis and/or its licensors, affiliates and suppliers and is protected by copyright laws and international treaty provisions. Your use of the Vocentis Software is subject to a limited, revocable, license to use the Vocentis Software for your private, non-commercial use. Vocentis accepts no responsibility or liability in connection with any Vocentis Software owned or controlled by third parties. 

Mobile Apps

Your download of any Vocentis mobile application from the Apple App Store or Google Play Store is governed by these terms below:

Our mobile applications (“Apps”) are designed to work on compatible iOS and Android mobile devices and are generally available through third-party mobile stores (i.e., Apple’s App Store or the Google Play Store (each an “App Store”)). If you are accessing the Site through an App, you agree that you will read each App Store’s terms and conditions that apply to your use of the App. You agree that your mobile service carrier or Internet service provider is responsible for its products and services. Accordingly, you agree to resolve any problems with your mobile device directly with your carrier or provider without involving us.

Terms Specific to Apple Mobile Devices.  

If you are accessing or using the Apps on any Apple mobile device, the following additional terms and conditions are applicable to you and are incorporated into these Terms by this reference:

To the extent that you are accessing the Apps through an Apple mobile device, you acknowledge that these Terms are entered into between you and Vocentis, and that Apple, Inc. (“Apple”) is not a party to these Terms other than as a third-party beneficiary as contemplated below.

Vocentis in its sole discretion will determine when the Apps will be available on any Apple mobile device, and reference to any device in these Terms shall not guarantee that Vocentis will launch the Apps on any or all of the Apple mobile devices.

When accessing and/or using the Site via the Apps, the rights granted to you in this Section 14 are also subject to the permitted “Usage Rules” set forth in the App Store Terms of Service located at http://www.apple.com/legal/itunes/us/terms.html and any third party terms of agreement applicable to the Apps. You are also subject to the Apple App Store Terms of Services, which you also acknowledge that you have had the opportunity to review.

You acknowledge that Vocentis, and not Apple, is responsible for providing the Apps and content thereof.

As between Vocentis and Apple, Vocentis is solely responsible for providing any maintenance and support services with respect to the Apps that Vocentis may offer (which, if provided, is provided at Vocentis’ sole discretion). You acknowledge that Apple has no obligation whatsoever to furnish maintenance or support services with respect to the Apps.

You and Vocentis acknowledge that Vocentis, not Apple, is responsible for addressing any of your claims or any third-party claims relating to the Apps or your possession and/or use of the Apps, including, but not limited to, (1) product liability claims; (2) any claim that the Apps fail to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation.

Further, you agree that if the Apps or your possession and use of the Apps infringes a third party’s intellectual property rights, Vocentis, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim, but only to the extent it relates to your use of the Apps.

With respect to this Section 14 only, you acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms, and that, upon your acceptance of the terms and conditions 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 thereof.

When using the Apps, you agree to comply with any and all third-party terms that are applicable to any platform, website, technology, or service that interacts with the Apps. You may not use the Apps on a device that has firmware or software configuration that has not been authorized by Apple.

TO THE EXTENT ANY WARRANTY REGARDING THE APPS ARISES BY LAW OR HAS NOT BEEN DISCLAIMED UNDER THESE TERMS, VOCENTIS, AND NOT APPLE, IS SOLELY RESPONSIBLE FOR SUCH WARRANTY. IF YOU ARE A CUSTOMER OF THE SITE AND IF THE APPS FAIL TO CONFORM TO SUCH WARRANTY, YOU MAY NOTIFY APPLE, AND APPLE WILL REFUND THE PURCHASE PRICE (IF ANY) PAID FOR THE LICENSE TO THE APPS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, APPLE WILL HAVE NO OTHER WARRANTY OBLIGATION WHATSOEVER WITH RESPECT TO THE APPS, AND ANY OTHER CLAIMS, LOSSES, LIABILITIES, DAMAGES, COSTS, OR EXPENSES ATTRIBUTABLE TO ANY FAILURE TO CONFORM TO THE WARRANTY IS VOCENTIS’ SOLE RESPONSIBILITY.

Terms Specific to Android Mobile Devices.  

If the Apps are provided to you through Google, Inc.’s (Google, Inc. together with all of its affiliates, “Google”) Google Play Store, the following terms and conditions are applicable to you and are incorporated into these Terms by reference.

You acknowledge that Google is not responsible for providing support services for the Apps.

If any of the terms and conditions in this Agreement are inconsistent with the Google Play Development Distribution Agreement (the current version as of the date of these Terms is located at: https://play.google.com/about/developer-distribution-agreement.html). The terms and conditions of Google’s Google Play Developer Distribution Agreement will apply to the extent of such inconsistency or conflict.

THE SITES ARE INTENDED ONLY FOR INDIVIDUALS RESIDING IN THE UNITED STATES AND BUSINESSES LOCATED IN THE UNITED STATES. ALTHOUGH THE SITES MAY BE ACCESSED FROM AROUND THE WORLD, THEY HAVE BEEN DESIGNED TO COMPLY WITH THE LAWS OF THE UNITED STATES. IF ANY MATERIAL ON THE SITE, OR YOUR USE OF THE SITE, IS CONTRARY TO THE LAWS OF THE COUNTRY WHERE YOU ARE WHEN YOU ACCESS IT, THE SITE IS NOT INTENDED FOR YOU, AND YOU SHOULD NOT ACCESS OR USE IT. YOU ARE RESPONSIBLE FOR INFORMING YOURSELF OF THE LAWS OF YOUR JURISDICTION AND COMPLYING WITH THEM. 

This Vocentis Site may enable you to order and receive products, information and services from businesses that are not owned or operated by Vocentis (“Third Party Goods”). The purchase, payment, warranty, guarantee, delivery, maintenance, and all other matters concerning Third Party Goods are solely between you and such businesses. Vocentis does not endorse, warrant, or guarantee Third Party Goods and is not liable for the quality, availability, accuracy, completeness, or usefulness of Third Party Goods. Vocentis will not be a party to or in any way be responsible for monitoring any transaction between you and any third-party for Third Party Goods. 

Vocentis may display advertisements for Third Party Goods on the Vocentis Sites, including in connection with co-promotions, sponsorships and other similar partnership arrangements.Vocentis bears no responsibility for any Third Party Good advertised on the Sites. 

Your participation in any Vocentis-sponsored or promoted events (“Events”) is at your own risk and you agree to release and hold Vocentis, its subsidiaries, agents, distributors and affiliates, and their officers, directors and employees harmless from and against any and all claims, actions, demands, liabilities, costs and expenses, including, without limitation, any injury or death to you or your minor children, resulting from attending the Events or participation in any activities available at the Events. You also agree that we may film and record any of the Events sponsored by Vocentis which you or your minor children participate and you hereby agree that such films and recordings shall be owned by Vocentis and we may use your or your minor children’s name, likeness, voice, performance and other activities in which you or your minor children engage for any advertising, promotional or other lawful purpose in any and all media now or hereafter known throughout the world in perpetuity without notice, approval or compensation to you or any third party. 

User Materials 

Vocentis does not control and is not responsible for any notes, messages, billboard postings, ideas, suggestions, concepts or other material, or files delivered to Vocentis by you through the Site or Vocentis Internet Service (collectively, “User Materials”). Vocentis is not obligated to and does not regularly review, prescreen, monitor, delete, or edit User Materials. However, Vocentis reserves the right to do so at any time in its sole discretion, for any reason or no reason, and to refuse, delete, move or edit any User Materials, in whole or in part, with or without notice. 

You are solely responsible and liable for all User Materials you deliver to Vocentis. Any violation of these Terms can subject your Vocentis account to immediate termination, and possible further legal action. You represent and warrant that you own or otherwise control any and all rights in and to the User Materials and that public posting and use of the User Materials by Vocentis will not infringe or violate the rights of any third party in any manner. 

You grant to Vocentis an unrestricted, irrevocable, royalty-free license to display, use, modify, perform, reproduce, transmit, and distribute any User Materials for any and all commercial and noncommercial purposes. Further to the foregoing, if any ownership in User Materials remains with you, you hereby grant Vocentis a worldwide, perpetual, irrevocable, royalty-free, sublicensable, and transferable license to (and to allow others to) use, copy, reproduce, process, adapt, modify, publish, transmit, display, distribute, create derivative works from, and perform your User Materials. You acknowledge and agree that Vocentis may preserve or delete User Materials at any time and for any purpose. You also acknowledge and agree that you are not guaranteed access to User Materials at any time. Furthermore, Vocentis may disclose User Materials if Vocentis determines that: (i) disclosure is necessary to enforce these Terms, respond to claims that any User Materials violates the rights of third parties, or protect the rights, property, or personal safety of Vocentis, its users, and the public; or (ii) appropriate legal process requires disclosure. Without limiting the generality of the foregoing, you authorize Vocentis to include User Materials in a searchable format that may be accessed by users of the Site. Vocentis shall have no liability for User Materials that are public and visible on the Site, or search engines, including after deletion of such User Materials by you or Vocentis.

Unsolicited Submissions; Feedback

We do not accept or consider unsolicited creative materials, ideas or suggestions either via this Vocentis Site, email or other means. However, if you do still transmit to us, via this Vocentis Site, email or otherwise, any unsolicited communication or material, you will be deemed to have granted to us the same rights as are set out in this section with respect to User Materials. You agree that Vocentis, our affiliates and our licensees are free to use any ideas, concepts, know-how or techniques contained in any communication you send to us for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products, services and content using such information, without any credit, notice, approval or compensation to you. 

Referral Programs and “Forward to a Friend” Opportunities 

The Sites may offer referral programs that permit you to submit information about other persons (each, a “Referred Person”), including, without limitation, U.S.-based email addresses, mobile telephone numbers, names, street addresses and other contact information so they may receive information and/or promotional offers concerning Vocentis. You agree that you have obtained the consent of the Referred Person prior to providing us with their contact information.  There is no mechanism for you to withdraw or delete a Referred Person once the information has been submitted. A Referred Person must be a permanent, legal resident of the continental United States, at least 18 years old (or 19 years old if a resident of Alabama or Nebraska, or 21 years old if a resident of Mississippi). The contact information for a Referred Person must be valid and functioning in order for us to contact them about Vocentis. We will not be responsible for validating the contact information you provide. We may elect not to communicate with any Referred Person if: (a) they appear on any of our “do not contact” or “do not e-mail” lists. In addition, we reserve the right to reject the participation of any Referred Person if (a) the contact information provided by you is incorrect or not valid, or (b) for any other reason, or no reason at all, in our sole discretion. We specifically disclaim any liability for exercising such right. 

We may, at our discretion, and your expense, send you a confirmation using any means available through the Vocentis Internet Service or Site, including email, text and other forms of messaging, to inform you and provide whatever benefit, if any, that was offered to you when you provided information on the Referred Person. If you misuse any referral program or otherwise engage in improper behavior with respect to a referral program, as we determine in our sole discretion, we reserve the right to discontinue making Vocentis Site available to you. We may from time to time offer incentives or rewards in connection with a referral program, and any such incentive or reward programs shall be subject to Additional Terms which will be posted at the time such programs become available and will be deemed incorporated into, and subject to, these Terms. We reserve the right, in our sole discretion, to suspend, temporarily or permanently, or cease to provide any and all referral programs without notice, reason or liability. 

Voting/Rating Features 

For any voting/rating features that are available on this Vocentis Site, you must follow instructions on this Vocentis Site to submit your votes/ratings, including any restrictions set forth with respect to limitations on voting/rating. Votes/ratings received from you in excess of any stated limitation will be disqualified. We do not offer payment or other consideration in exchange for votes/ratings. We may void any votes/ratings generated by script, macro or other automated means or any other means intended to impact the integrity of the voting/rating process in our discretion. Vocentis assumes no responsibility for incorrect/inaccurate voting/rating information or for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of any votes/ratings. We may, at our discretion, modify, terminate, or suspend the voting/rating or void any vote/rating should a virus, bug, non-authorized human intervention, action of voter/rater, or other cause corrupt or impair the administration, security, or fairness of the voting/rating. We reserve the right, in our sole discretion, to disqualify (and void all votes/ratings) any individual we find to be violating these Terms, tampering with the voting/rating process, or acting in an unsportsmanlike or improper manner. Our decisions with respect to all aspects of any voting/rating element are final and binding. You may also be given the opportunity to participate in voting/rating features in a third-party application or feature (such as one of our social media partners like Facebook or Twitter), in which case your participation in such features will be subject to the terms and conditions governing that third party application or feature. 

This Vocentis Site may offer certain services such as newsletters and Real Simple Syndication (“RSS”) feeds. By registering for any such service, you will be subject to any charges and rules set forth in the description of that service which may or may not be reflected in Additional Terms. 

Any sweepstakes, contests, games and/or promotional offers accessible on a Site (“Promotion”) are governed by specific rules and/or terms and conditions made available at the time of entry. By entering a Promotion, you will be subject to those rules and/or terms and conditions (“Promotion Rules”). To the extent of any conflict between the Promotion Rules and these Terms, the Promotion Rules will govern, but only to the extent of the conflict. Any Promotions made available on, or advertised on third party sites accessible from this Vocentis Site (such as Facebook and X), in addition to being subject to the Promotion Rules, you will also be subject to any rules and/or terms and conditions on those third party sites. 

You also agree not to use, nor to authorize the use of, any Intellectual Property (as defined in the next Section) or contact details, personal identifiers, metadata processes, source codes, algorithms or other data on the Vocentis Site, Vocentis Internet Services (the “Vocentis Data” and together with the Intellectual Property, the “Vocentis IP & Data”): (i) to create, train (whether directly or indirectly) and/or improve any generative or other artificial intelligence and/or machine learning models, applications, systems or technologies and any datasets therefor, whether now existing or hereafter created, in any manner, means or media and/or for any purpose whatsoever (e.g., machine learning, generative technology, data mining, cognitive computing, natural language processing, natural learning processes, computer vision, etc.) (“AI Technology”); (ii)  to create, generate, edit, reproduce, translate, copy, publicly perform, distribute, transmit, adapt, modify, create any simulations and/or derivative works of, and/or manipulate, any Vocentis IP & Data nor (iii) to design, enable and/or otherwise be utilized for any AI Technology mimicking, replicating and/or simulating human appearance, thought processes, speech, emotions or actions; (iv) to extract, scrape, harvest or collect any Vocentis IP & Data for use in connection with AI Technology; nor (v) to discover, reverse engineer, decompile, disassemble, or attempt to derive Vocentis IP & Data source code or algorithms; (vi) to process, collect, arrange or otherwise use Vocentis IP & Data into or in connection with datasets that are or may be used to train or otherwise in connection with AI Technology.

Generative AI Services

We may provide additional generative AI services (“GAIS”) on the Site or as part of the Vocentis Internet Services. (i) Our GAIS is experimental, unsupervised technology and may sometimes provide inaccurate or offensive content that does not represent Vocentis’ views; (ii) information you provide to our GAIS may be used to continuously train the GAIS; (iii) submission of confidential or proprietary information could be compromised if submitted to the GAIS; (iv) our GAIS may at times reproduce copyrighted material used as training data in response to an inquiry, and care should be taken in copying and further distributing content created by any GAIS; (v) if you use the GAIS, you assume all responsibilities and obligations with respect to the results, any decisions or advice made or given, and any materials retrieved therefrom, including those to any third party, for the content, accuracy, and review of such results, and you should use discretion before relying on, publishing, or otherwise using content provided by the GAIS; and (vi) you will not rely on the GAIS for medical, legal, financial, or other professional advice, and any content regarding those topics is unintentional, provided for informational purposes only, and is not a substitute for advice from a qualified professional.

Use of Intellectual Property 

The Vocentis Site, and all of its contents, including but not limited to articles, other text, photographs, images, illustrations, graphics, video material, audio material, including musical compositions and sound recordings, software, Vocentis logos, titles, characters, names, graphics and button icons (collectively “Intellectual Property”), are protected by copyright, trademark and other laws of the United States, as well as international conventions and the laws of other countries. The Intellectual Property is owned or controlled Vocentis or by other parties that have provided rights thereto Vocentis. 

You may not, and agree that you will not, reproduce, download, license, publish, enter into a database, display, modify, create derivative works from, transmit, post, distribute or perform publicly by any means, method, or process now known or later developed, decompile, reverse engineer, disassemble, use on another computer-related environment, transfer or sell any Intellectual Property, in whole or in part, without the express written permission of Vocentis. 

Additionally, websites may not link, whether by hyperlink or otherwise, to any page beyond the homepage of this Vocentis Site, or frame this Vocentis Site, or any web page or material herein, nor may any entity include a link to any aspect of this Vocentis Site in an email for commercial purposes, without the express written permission of Vocentis. Further, unless otherwise expressly permitted, you agree not to link to Vocentis’  Intellectual Property so as to cause you or anyone else to access Vocentis’ Intellectual Property other than through this Vocentis Site. 

You may inquire about obtaining permission by writing: 

IP Permission 

Legal Department 

Vocentis, Inc. 

609 Deep Valley Drive, Suite 200 

Rolling Hills, CA 90274 

By Facsimile: (310) 730-9040 

By Email: IPPermission@vocentis.com 

Copyright Infringement 

Vocentis respects the intellectual property rights of third parties, and complies with the terms of the Digital Millennium Copyright Act (DMCA) regarding such rights. By submitting any material or photographs through this Vocentis Site, you are granting permission to have this material posted on this Vocentis Site, and are representing that you are the rightful owner of the submitted material, and that no one else may claim rights to this material. Vocentis reserves the right to remove access to infringing material. Such actions do not affect or modify any other rights Vocentis may have under law or contract. You can find our procedures for providing notice of alleged copyright infringement below. 

Procedure for Making Claim of Copyright Infringement 

If you believe that your work has been copied in a way that constitutes copyright infringement, you should send written notification thereof, in accordance with the provisions of the Digital Millennium Copyright Act (“DMCA”), to our Designated Agent, who can be reached as follows: 

By mail: 

DMCA Designated Agent 

c/o Legal Department 

Vocentis, Inc. 

609 Deep Valley Drive, Suite 200

Rolling Hills, CA 90274 

By Email: dmca@vocentis.com 

 Pursuant to 17 U.S.C. § 512(c), to be effective, the notification must include the following: 

(1) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. 

(2) 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. 

(3) 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 Vocentis to locate the material. 

(4) Information reasonably sufficient to permit Vocentis to contact the complaining party, such as an address, telephone number, and, if available, an email address. 

(5) A statement that the complaining party has 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. 

(6) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. 

This process only relates to reporting a claim of copyright infringement. Messages related to other matters will not receive a response through this process. 

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA set forth above, your notification may not be effective. Please be aware that if you knowingly materially misrepresent that material or activity on the Site is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

It is our policy to disable and/or terminate, in appropriate circumstances, any user’s access to the Services and/or Account in the event of repeated infringing activity, and Vocentis reserves such rights.

Counter-Notification Procedures

. If you believe that material you posted on the Site was removed or access to it was disabled by mistake or misidentification, you may file a counter-notification with us (a “Counter-Notice”) by submitting written notification to the e-mail address listed in “Contact Information” below. Pursuant to the DMCA, the Counter-Notice must include substantially the following:

1. Your physical or electronic signature.
2. An identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled.
3. Adequate and current information by which we can contact you (including your name, postal address, telephone number, and, if available, e-mail address).
4. A statement by you, under penalty of perjury, that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.
5. A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States, for any judicial district in which the Services may be found) and that you will accept service from the person (or an agent of that person) who provided the Services with the complaint at issue.

The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten (10) to fourteen (14) days of receiving the copy of your Counter-Notice. Please be aware that if you knowingly materially misrepresent that material or activity on the Services was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

DMCA Contact Information. If you believe your copyright material is being used on the Services without permission, send DMCA Notice and Counter-Notices to our designated agent for notice of alleged copyright infringement at:

Email: dmca@vocentis.com

By Mail:

DMCA Designated Agent
 c/o Legal Department
Vocentis, Inc.
 609 Deep Valley Drive, Suite 200
Rolling Hills, CA 90274

APPLICABILITY. YOU UNDERSTAND AND AGREE THAT THESE DISPUTE RESOLUTION TERMS APPLY TO ALL CLAIMS, DISAGREEMENTS, DISPUTES OR CONTROVERSIES BETWEEN YOU AND VOCENTIS (AND ANY OTHER RELEASED PARTY), AND ITS OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AGENTS, PARENTS, AFFILIATES, SUBSIDIARIES AND/OR RELATED COMPANIES ARISING OUT OF OR RELATING TO YOUR USE OF OR ACCESS TO THE SITE, APP, VOCENTIS PREMIUM SERVICES, AND VOCENTIS INTERNET SERVICES.

DISPUTE NOTICE AND INFORMAL DISPUTE RESOLUTION. If a dispute should arise between you and Vocentis we want to provide you with a resolution that is efficient and cost effective. Before initiating an action, you and Vocentis each agree to first provide the other a written notice (“Notice of Dispute”), which shall contain: (a) a written description of the problem and relevant documents and supporting information; and (b) a statement of the specific relief sought. A Notice of Dispute can be (1) mailed to Vocentis, Inc. 609 Deep Valley Drive, Suite 200, Rolling Hills, CA 90274 Attention: Legal, or (2) emailed to help@vocentis.com. You and Vocentis agree to make attempts to resolve the dispute prior to commencing any legal action, including the filing of a lawsuit, until a 45-day post-notice resolution period expires. If an agreement cannot be reached within forty-five (45) days of receipt of the Notice of Dispute, you or Vocentis may commence a lawsuit.

NO CLASS ACTIONS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND WE AGREE THAT ANY AND ALL DISPUTES (WHETHER BASED IN CONTRACT, STATUTE, TORT OR ANY OTHER THEORY) WILL BE RESOLVED INDIVIDUALLY, WITHOUT RESORT TO ANY FORM OF CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE ACTION. ALL CLAIMS MUST BE BROUGHT SOLELY IN A PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, CONSOLIDATED ACTION, REPRESENTATIVE ACTION OR PROCEEDING.

ANY ACTION MUST BE COMMENCED WITHIN ONE (1) YEAR OF THE DATE THAT THE CAUSE OF ACTION OR CLAIM ARISES.

WAIVER OF JURY TRIAL. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHTS THEY MAY HAVE (INCLUDING BUT NOT LIMITED TO, THEIR CONSTITUTIONAL OR STATUTORY RIGHT) TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING FOR ANY DISPUTE, INCLUDING BUT NOT LIMITED TO DISPUTES ARISING OUT OF OR RELATING TO THESE TERMS OR THE RELATIONSHIP OF THE PARTIES.

Governing Law, Forum Selection, and Venue. You hereby agree that these Terms (and any claim or dispute arising in connection with these Terms) are governed by and shall be construed in accordance with the laws of the State of New York, United States, without regard to its conflict of law principles. You consent to the exclusive jurisdiction of the federal and state courts located in New York City, New York, United States, and waive any jurisdictional, venue, or inconvenient forum objections thereto.

The Vocentis Data, and any other data we collect and store on this Site or through the Vocentis Internet Services or Vocentis Software are assets of Vocentis and are either owned by Vocentis or are personal information you provide to Vocentis under the terms of the Privacy Notice while using the Site (“Data Assets”). In the event Vocentis engages in a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of our assets, the Data Assets (including personal information) will be among the assets transferred.

If any provision of these Terms, or the application thereof to any person or circumstances, is held invalid or unenforceable for any reason including, but not limited to, the class action waiver, warranty disclaimers and liability limitations, then such provision shall be deemed stricken or superseded by a valid, enforceable provision that matches, as closely as possible, the original provision, and the other provisions of these Terms shall remain in full force and effect. The failure of either party to insist upon strict performance of any provision of these Terms shall not be construed as a waiver of any provision or right. Unless expressly provided otherwise, these Terms are the entire agreement between you and Vocentis with respect to the use of the Vocentis Sites and shall not be modified except in writing, signed by an authorized representative of Vocentis. If you have any questions concerning these Terms, you may send them by email to help@vocentis.com. You must send any official correspondence via postal mail to: 

Legal Department 

ATTN: Vocentis Sites Terms of Use 

Vocentis, Inc. 

609 Deep Valley Drive, Suite 200 

Rolling Hills, CA 90274