LAST UPDATED: May 9, 2025
These Terms and Conditions (“Terms and Conditions”) constitute a legally binding agreement made between you, whether personally, on your behalf by a representative, including, but not limited to, a health care proxy, or on behalf of an entity (“you”) and VoiceLove Inc., (“VoiceLove”, “we,” “us,” or “our”), concerning your access to and use of the website www.voicelove.com (the “Website”), the VoiceLove Family App, the VoiceLove ICU App, as well as any other media form, media channel, mobile website, or mobile application related, linked, or otherwise connected thereto and all related services, products, platforms, and offerings (collectively, the “Offerings”).
YOUR ACCESS AND USE OF OUR OFFERINGS IS SUBJECT TO THE TERMS AND CONDITIONS AND ALL APPLICABLE LAWS. BY ACCESSING OR USING ANY PART OF THE OFFERINGS, YOU ACCEPT, WITHOUT LIMITATION OR QUALIFICATION, THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS AND CONDITIONS, YOU MAY NOT USE ANY PORTION OF THE OFFERINGS, INCLUDING ANY PORTION OF THE WEBSITE AND APP.
ALL INFORMATION POSTED ON THE OFFERINGS IS SUBJECT TO CHANGE AT ANY TIME. IN ADDITION, THESE TERMS AND CONDITIONS MAY BE CHANGED AT ANY TIME, PROVIDED THAT ANY MATERIAL MODIFICATIONS WILL ONLY BE APPLIED PROSPECTIVELY. WE WILL MAKE SUCH CHANGES BY POSTING THEM ON THE OFFERINGS. YOU SHOULD CHECK THE OFFERINGS FOR SUCH CHANGES FREQUENTLY. YOUR CONTINUED ACCESS TO THE OFFERINGS AFTER SUCH CHANGES DEMONSTRATES YOUR ACCEPTANCE OF THOSE CHANGES. WE RESERVE THE RIGHT TO WITHDRAW OR AMEND THE OFFERINGS, AND ANY SERVICE OR MATERIAL WE PROVIDE VIA THE OFFERINGS, IN OUR SOLE DISCRETION WITHOUT NOTICE. WE WILL NOT BE LIABLE IF FOR ANY REASON ALL OR ANY PART OF THE OFFERINGS IS UNAVAILABLE AT ANY TIME OR FOR ANY PERIOD. FROM TIME TO TIME, WE MAY RESTRICT ACCESS TO SOME PARTS OF THE OFFERINGS OR ALL OFFERINGS.
IMPORTANT NOTICE REGARDING DISPUTE RESOLUTION: BY USING OUR OFFERINGS AND/OR ACCEPTING THIS AGREEMENT, YOU AND VOICELOVE ARE AGREEING (WITH LIMITED EXCEPTIONS) TO RESOLVE ANY DISPUTE BETWEEN US THROUGH A DISPUTE RESOLUTION PROCEDURE DESCRIBED IN THE ARBITRATION SECTION BELOW. FURTHER, YOU AND VOICELOVE WAIVE THE RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION IN CONNECTION WITH SUCH DISPUTES. PLEASE REVIEW CAREFULLY THE ARBITRATION BELOW TITLED “DISPUTE RESOLUTION – ARBITRATION AGREEMENT AND CLASS ACTION WAIVER” FOR DETAILS REGARDING THIS DISPUTE RESOLUTION PROCEDURE.
BY ENTERING THIS ARBITRATION AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS ARBITRATION AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.
Accessibility: If you are having any trouble accessing these Terms and Conditions or the Offerings, please contact us at +1-609-955-0722 between the hours of 9 am and 5 pm EST.
Offering Overview and Use of Offerings: VoiceLove allows people to communicate with their loved ones by using mobile devices as a “walkie-talkie”, including by sending messages, through the Family App’s voice recording function (“Voice Recording”). Patients can use Voice Recording to talk to family members and friends whenever they want, and vice versa, without the help of a nurse or care specialist. VoiceLove also allows users to make phone calls and send photos and songs to their loved ones. Health care proxies are able to communicate directly with their loved ones, clinicians and medical providers. The Offerings are provided for your personal and non-commercial use. Any other use of the Offerings requires our prior written consent. You may not use spiders, robots, data mining techniques, or other automated devices or programs to catalog, download, or otherwise reproduce, store, or distribute content available on the Offerings. Further, you may not use any such automated means to manipulate the Offerings, such as automating what are otherwise manual or one-off procedures. You may not take any action to interfere with, or disrupt, the Website or any other user’s use of the Offerings, including, without limitation, via means of overloading, “flooding,” “mailbombing,” or “crashing” the Offerings, circumventing security or user authentication measures, or attempting to exceed the limited authorization and access granted to you under these Terms and Conditions. You may not frame portions of the Offerings within another website or application or other mechanism. You may not resell use of, or access to, the Offerings to any third party without our prior written consent.
In the event of an error, whether on the Offerings, or otherwise, we reserve the right to correct such error and otherwise change or update the information on the Offerings at any time without notice, and/or refund any amount charged.
No Medical Advice and Activity Disclaimer: You understand and agree that we are not a healthcare or medical device provider and that the Offerings are not a medical device and not intended for medical treatment.
Use of certain apps requires that we obtain certain permissions from you. By using the apps you agree to and understand the following:
· The apps may record audio through your mobile device or connected microphone for as long as Voice Recording is enabled.
· In order to enable Voice Recording, the apps require permission to override the screen lock function on your mobile device.
· Audio collected through Voice Recording will be saved and stored on the Company’s servers (or those of the Company’s third-party service provider) for later use. By using Voice Recording, you understand that your conversations are being recorded and stored. Please review VoiceLove’s Privacy Policy for more information.
· Voice Recording records all audio from your mobile device or connected microphone, including audio from third parties—such as other patients and their visitors, and nurses, doctors, and other (medical facility staff—within the vicinity of your mobile device or connected microphone. You should be aware of the individuals in the vicinity and should notify third parties that their conversations may be recorded by the apps; obtaining their express consent before enabling Voice Recording; and, if necessary, directing them to the VoiceLove’s Privacy Policy for further information.
· The nurse, doctor, care specialist, or any other employees or agents of a medical provider who may have informed you about and/or assisted or provided you with the access to the apps have not vetted or endorsed the apps. Any assistance by any medical provider in providing you with access to the apps is totally ministerial and not necessary for your care.
If while using the apps, you or a loved one experiences a life, safety, or property risk, fire, flood, burglary, robbery, medical issue, or other emergency event, the apps will not be responsible for notifying medical staff or emergency response services. Instead, if you are able to do so safely, you should immediately contact the patient’s nurse, doctor, or attending care specialist, or if appropriate, contact the police, fire department, 911, or other emergency response service.
Eligibility: You must be at least 18 years old to use the Offerings. By using these Offerings and agreeing to these Terms, you represent and warrant to us that you are at least 18 years old. If you are considered a minor in your jurisdiction of residence, your parent/legal guardian has read these Terms and Conditions and consents to these terms. By permitting a minor to use the Offerings, such minor’s parent or legal guardian becomes the subject of these Terms and Conditions and agrees to be responsible for all of the minor’s activities in connection with the Offerings. Your registration and use of the Offerings is and will at all times be in compliance with any and all applicable laws and regulations.
If you are an employee of a medical provider that is downloading and operating the apps on behalf of an individual in your care, you represent and warrant that you have authority to operate that individual’s mobile device and download the apps, and have provided the necessary disclosures and obtained the necessary consents from the individual and any relevant third parties to enable voice recording.
Proprietary Rights: Company is the owner of or otherwise licensed to use all parts of the apps, Website, and Offerings, including all copy, software, graphics, designs and all copyrights, trademarks, service marks, trade names, logos, and other intellectual property or proprietary rights contained therein. Some materials on the Offerings belong to third parties who have authorized Company to display the materials, such as certain third-party licensors. By using the Offerings, you agree not to copy, distribute, modify, or make derivative works of any materials without the prior written consent of the owner of such materials.
You are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, and personal license to access and use the Offerings provided, however, that such license is subject to your compliance with these Terms and Conditions. If any software, content, or other materials owned by, controlled by, or licensed to us are distributed or made available to you as part of your use of the Offerings, we hereby grant you a non-commercial, personal, non-assignable, non-sublicensable, non-transferrable, and non-exclusive right and license to access and display such software, content, and materials provided to you as part of the Offerings, in each case for the sole purpose of enabling you to use the Offerings as permitted by these Terms and Conditions. Except as expressly set forth in these Terms and Conditions, no license is granted to you and no rights are conveyed by virtue of accessing or using the Offerings. All rights not granted under these Terms and Conditions are reserved by Company.
Third Party Links and Materials: All other third-party trademarks, registered trademarks, and product names mentioned on the Offerings are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the applicable intellectual property rights holder. Reference to any products, Offerings, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by Company. The Offerings may contain links to other websites not maintained by us. Other websites may also reference or link to our Offerings. We encourage you to be aware when you leave our Offerings and to read the terms and conditions and privacy statements of each and every website or app that you visit. We are not responsible for the practices or the content of such other websites or apps. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY PRODUCTS, SERVICES, MATERIALS OR INFORMATION AVAILABLE ON OR THROUGH THE OFFERINGS FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY AND NOT BY US.
Feedback: You acknowledge and expressly agree that any contribution of feedback regarding the Offerings that you provide to us (the “Feedback”) does not and will not give or grant you any right, title, or interest in the Offerings or in any such Feedback. You agree that Company may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to Company any and all right, title, and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.
No Ideas Accepted: We do not accept any unsolicited ideas regarding the Offerings from outside the Company including, without limitation, suggestions about advertising or promotions, or merchandising of any products, additions to our Offerings, or changes in methods of doing business. We may already be working on or may in the future work on a similar idea. This policy eliminates concerns about ownership of such ideas. If, notwithstanding this policy, you submit an unsolicited idea to us, you understand and acknowledge that such idea is not submitted in confidence and we assume no obligation, expressed or implied, by considering it. You further understand that we shall exclusively own all known or hereafter existing rights to the idea everywhere in the world, and that such idea is hereby irrevocably assigned to us. Without limiting the foregoing, to the extent any such assignment is deemed unenforceable, and or to the extent necessary for Company to utilize your submission, you hereby grant Company an irrevocable, perpetual, world-wide license to use the idea and any associated intellectual property in any manner, in any medium now known or hereafter developed, without compensation to you.
Account: You may be required to create an account to use the Offerings (“Account”). You agree that the information provided in connection with the Account is accurate and complete and will be kept up-to-date. You are solely responsible for keeping your Account, including any usernames and passwords, secure, and for actions that happen on or through your Account (including any purchases made), whether or not such actions were taken by you. You may not use another person’s user account or registration information without permission. You must notify us immediately of any breach of security or unauthorized use of your Account. You should never publish, distribute or post login information for or related to your Account. You agree that, to the extent permitted by law, Company will not be liable for any loss you may incur as a result of someone other than you using your account to access information, either with or without your knowledge.
Activities Prohibited by Offerings: The Website may contain links to other websites not maintained by us. Other websites may also reference or link to our Website. We encourage you to be aware when you leave our Website and to read the terms and conditions and privacy statements of each and every website that you visit. We are not responsible for the practices or the content of such other websites.
Company expects all of its users to be respectful of other people. The following is a partial list of the types of conduct that are illegal or prohibited on the Offerings or while using the Offerings. Company reserves the right to investigate and take appropriate legal or other action against anyone who, in Company’s sole discretion, engages in any of the prohibited activities.
Without limitation, you agree that you will not post or transmit to the Offerings or to other users anything that contains content that:
● is defamatory, abusive, obscene, profane or offensive;
● infringes or violates another party's intellectual property rights;
● violates any party’s right of publicity or right of privacy;
● is threatening, harassing or that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
● promotes or encourages violence;
● is inaccurate, false or misleading in any way, or constitutes impersonation of another person;
● is illegal or promotes any illegal activities;
● promotes illegal or unauthorized copying of another person's copyrighted work or links to them or providing information to circumvent security measures;
● contains “masked” profanity (i.e., F*@&#);
● contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; or
● contains any advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation.
No Warranties: WHILE COMPANY USES REASONABLE EFFORTS TO INCLUDE UP-TO-DATE INFORMATION ON THE OFFERINGS, EXCEPT FOR THE EXPRESS WARRANTIES STATED ON THE OFFERINGS, COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF INFORMATION ON THE OFFERINGS. COMPANY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT IN OR AS PART OF THE OFFERINGS. TO THE FULLEST EXTENT PERMITTED BY LAW, YOUR USE OF THE OFFERINGS IS AT YOUR OWN RISK. THE OFFERINGS, INCLUDING ALL CONTENT MADE AVAILABLE ON OR ACCESSED THROUGH THE OFFERINGS, IS PROVIDED “AS IS” AND COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER FOR THE CONTENT ON THE OFFERINGS. FURTHER, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, COMPANY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE OFFERINGS OR ANY MATERIALS OR CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE OFFERINGS OR THE SERVERS THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TO THE FULLEST EXTENT PERMITTED BYLAW, COMPANY SHALL NOT BE LIABLE FOR THE USE OF THE OFFERINGS, INCLUDING, WITHOUT LIMITATION, THE CONTENT AND ANY ERRORS CONTAINED THEREIN. UNDER NO CIRCUMSTANCES WILL COMPANY AND/OR ANY OF ITS AFFILIATES, LICENSORS, LICENSEES, SUCCESSORS OR ASSIGNS BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE WEBSITE, YOUR DATA OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. WE RESERVE THE RIGHT AT ALL TIMES TO DISCLOSE ANY INFORMATION THAT WE DEEM NECESSARY TO COMPLY WITH ANY APPLICABLE LAW, RULE, REGULATION, LEGAL PROCESS OR GOVERNMENTAL REQUEST. YOU WAIVE AND HOLD HARMLESS COMPANY AND ITS AFFILIATES, LICENSORS, LICENSEES, SUCCESSORS AND ASSIGNS FROM ANY CLAIMS RESULTING FROM ANY ACTION RELATING TO YOUR ACCOUNT OR TAKEN AS A RESULT OF ANY SUCH DISCLOSURE.
IN NO EVENT WILL COMPANY BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOST PROFITS, LOST DATA, LOST OPPORTUNITIES, COSTS OF COVER, EXEMPLARY, PUNITIVE, PERSONAL INJURY/WRONGFUL DEATH, SPECIAL, INCIDENTAL, INDIRECT, OR OTHER CONSEQUENTIAL DAMAGES. FURTHER, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL COMPANY BE LIABLE FOR ANY DIRECT DAMAGES, AND/OR ANY OTHER DAMAGES RESULTING FROM YOUR USE OF THE OFFERINGS, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
If any part of these warranty disclaimers or limitations of liability is found to be invalid or unenforceable for any reason or if we are otherwise found to be liable to you in any manner, then our aggregate liability for all claims under such circumstances for liabilities, shall not exceed the greater of the fees you paid to Company for products and Offerings in the two (2) months preceding the claim or ten United States Dollars.
IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
Compliance with Laws: You represent and warrant that you will comply with all applicable laws (e.g., local, state, federal and other laws) when using the Offerings. Without limiting the foregoing, by using the Offerings, you represent and warrant that: (a) you are not located in, ordinarily resident in, or organized under the laws of any jurisdiction that is subject to a comprehensive U.S. Government embargo ("Embargoed Jurisdiction"); and(b) you are not subject to, and are not affiliated with anyone who is subject to any sanctions administered by an agency of the U.S. Government, any other government, or the United Nations (collectively, “Sanctions”). You may not use, export, or re-export any Offerings in violation of applicable law, including, without limitation, United States and foreign export laws and regulations. You further covenant that the foregoing shall be true during the entire period of this agreement. We may require you to provide additional information and documents in certain circumstances, such as at the request of any government authority, as any applicable law or regulation dictates, or to investigate a potential violation of these Terms and Conditions. In such cases, we, in our sole discretion, may disable your Account and block your ability to access the Offerings until such additional information and documents are processed by us. If you do not provide complete and accurate information in response to such a request, we may refuse to restore your access to the Offerings.
Indemnification: You agree to indemnify, defend and hold harmless Company, its employees, directors, officers, agents, business partners, affiliates, contractors, distribution partners and representatives from and against any and all claims, demands, liabilities, costs or expenses, including attorney’s fees and costs, arising from, or related to: (i) your use of the Offerings; (ii) any third parties who interact with you or the Company (including third parties who have their audio recorded via Voice Recording) through your use of the Offerings; (iii) any breach by you of any of these Terms and Conditions; and/or (iv) any violation of applicable law.
Severability: If any part of these Terms and Conditions shall be held or declared to be invalid or unenforceable for any reason by any court of competent jurisdiction, such provision shall be ineffective but shall not affect any other part of these Terms and Conditions, and in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.
Waiver; Remedies: The failure of Company to partially or fully exercise any rights or the waiver of Company of any breach of these Terms and Conditions by you shall not prevent a subsequent exercise of such right by Company or be deemed a waiver by Company of any subsequent breach by you of the same or any other term of these Terms and Conditions. The rights and remedies of Company under these Terms and Conditions and any other applicable agreement between you and Company shall be cumulative, and the exercise of any such right or remedy shall not limit Company’s right to exercise any other right or remedy. The Terms and Conditions and our Privacy Policy constitute the sole and entire agreement between you and VoiceLove Inc. regarding the Offerings and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Offerings.
Dispute Resolution – Arbitration Agreement and Class Action Waiver:
This section (the “Arbitration Agreement”) provides for the resolution of most claims, disputes, or controversies that arise between you and VoiceLove. This section also includes a jury trial waiver, governing law and venue provisions, and a waiver of any and all rights to proceed in a class, collective, consolidated, private attorney general, or representative action in arbitration or litigation to the fullest extent permitted by applicable law.
In the event we are unable to resolve any dispute through an informal process as outlined below, you and VoiceLove agree that, except as provided below, any dispute, claim, or controversy arising out of or relating in any way to the Offerings or these Terms and Conditions (a “Dispute”) will be determined by binding arbitration or small claims court, instead of in courts of general jurisdiction, and any such Disputes will be resolved on an individual basis rather than as a class action.
The term “Dispute” is to be given the broadest possible meaning that will be enforced, and shall include any dispute, claim, demand, count, cause of action, or controversy between you and VoiceLove, whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, negligence, or any other intentional tort), or any other legal or equitable theory. The term “Dispute” specifically includes, but is not limited to, any disputes, actions, claims, or controversies between you and VoiceLove that arise from or in any way relate to or concern the Offerings, and any disputes relating to telephonic, text message, or any other communications either of us received from the other.
The rules and procedures governing resolution of any Disputes are as follows:
A. Informal Resolution Process
You and VoiceLove agree that good-faith, informal efforts to resolve disputes often can result in a prompt, cost-effective, and mutually beneficial outcome. Therefore, if either you or VoiceLove wants to bring or resolve a Dispute, you or VoiceLove must follow the below mandatory informal dispute resolution process as a precondition to the ability to file an arbitration demand or lawsuit:
a. Notice
You and VoiceLove agree that before either you or VoiceLove commence arbitration or file a claim in small claims court against the other, you or VoiceLove must first send to the other a written Notice of Dispute (“Notice”) that sets forth the name, address, and contact information of the party giving notice, the specific facts giving rise to the Dispute, the nature and basis of the Dispute; and set forth the specific relief sought, including damages, if any. The Notice also must contain your email address and (if different) the email address associated with your VoiceLove account (if you have an account with VoiceLove).
You and VoiceLove must include in any Notice to each other a personally signed statement (not by counsel) verifying the accuracy of the contents of the Notice, and if you are represented by counsel, your signed statement authorizing VoiceLove to disclose your VoiceLove account details to your attorney while seeking to resolve your claim. You and VoiceLove must each individualize any such Notice, meaning it can concern only the Dispute involving you and no other person’s Dispute.
You must send any Notice to VoiceLove by email to admin@voicelove.com or by mail to: 26 Lynwood Rd, Scarsdale, NY 10583. If VoiceLove sends a Notice, it will send it to the email address used for your VoiceLove account (if you have an account with VoiceLove), and you consent to receive any such Notice as part of these dispute resolution terms. If you do not have a VoiceLove account, VoiceLove may send the Notice by mail to any address where you reside or have the Notice personally delivered to you. In the case of a Dispute initiated by you or VoiceLove, it is the sender’s responsibility to prove that the sender provided the Notice in the manner that is required in this paragraph.
b. Good Faith Effort to Informally Resolve Dispute
After receipt of a valid Notice, the parties shall engage in a good faith effort to resolve the Dispute for a period of 60 days (which can be extended by agreement). You and VoiceLove agree that, after receipt of the valid Notice, we will personally meet, via telephone or video conference, in a good-faith effort to confer with each other and try to resolve informally any Dispute covered by this Arbitration Agreement. If you are represented by counsel, your counsel may participate in the conference as well, but you agree to also fully participate in the conference. Likewise, if VoiceLove is represented by counsel, its counsel may participate in the conference as well, but VoiceLove agrees to have a company representative also fully participate in the conference. You and VoiceLove agree that the parties (and counsel, if represented) shall work cooperatively to schedule the conference at the earliest mutually convenient time and to seek to reach a resolution.
If you and VoiceLove do not reach an agreement to resolve the issues identified in the Notice within 60 days after a valid Notice is received (or a longer time if agreed to by the parties), you or VoiceLove may commence a proceeding as provided in the remainder of this Section.
The statute of limitations and any filing deadlines shall be tolled while the parties engage in the informal dispute resolution process required by this paragraph
B. Binding Arbitration
If you and VoiceLove do not resolve the Dispute within 60 days of the submission of the Notice in accordance with the procedures in this Section, you and VoiceLove, including its affiliates, agents, employees, predecessors in interest, successors, and assigns, agree that any Dispute between you and VoiceLove, regarding any aspect of your relationship with VoiceLove, will be resolved in a binding, confidential, individual, and fair arbitration process, and not in court, subject to any exceptions provided herein. You agree that you may not commence any arbitration unless you and VoiceLove are unable to resolve the Dispute within 60 days after we receive your completed Notice and you have made a good faith effort to resolve your Dispute directly with VoiceLove during that time.
Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, typically allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award and nothing in this Section shall be interpreted as limiting any non-waivable statutory rights. You agree that, by agreeing to these Terms and Conditions, the U.S. Federal Arbitration Act (9 U.S.C. § 1 et seq.) governs the interpretation and enforcement of this provision, and that you and VoiceLove are each waiving the right to a trial by jury or to participate in a class action. This Arbitration Agreement shall survive termination of this Arbitration Agreement and the termination of access to the Offerings.
a. Governing Body
The parties agree that any and all Disputes, including the performance, breach, termination, interpretation, existence, or validity thereof and the scope, applicability, or enforceability of this Arbitration Agreement, including but not limited to the arbitrability of any and all Disputes, shall be finally resolved by binding arbitration administered by the American Arbitration Association ("AAA"). The arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, except with respect to the Class Action Waiver provisions described below.
You may download or copy a form of notice and a form to initiate arbitration at www.adr.org or by calling 1-800-778-7879. The arbitration will be conducted by the AAA before a single AAA arbitrator under the AAA's rules, which are available at www.adr.org or by calling 1-800-778-7879, except as modified by this Arbitration Agreement.
If AAA is unavailable, unwilling, or otherwise unable to administer an arbitration in accordance with this Arbitration Agreement, then the parties agree that JAMS or any other mutually agreeable arbitration administration service may administer the arbitration. If any administration service other than AAA administers the arbitration, this Arbitration Agreement shall apply except to the extent the administrator finds such provision(s) fundamentally inconsistent with the administration’s applicable rules, in which case the administration’s rules shall apply.
b. Applicable Rules
The arbitration will be governed by the Consumer Arbitration Rules of the AAA, including their Mass Arbitration Supplementary Rules and Mass Arbitration and Mediation Fee Schedule, as applicable (the "AAA Rules"), as modified by this Arbitration Agreement, and the arbitrator will be bound by the AAA Rules and the terms of this Arbitration Agreement. The AAA Rules are available online at www.adr.org/consumer.
c. Mass Arbitration
If your Notice involves claims similar to those of at least 25 other customers, and if you and those other customers are represented by the same lawyers, or by lawyers who are coordinating with each other, or if VoiceLove asserts 25 or more similar demands for arbitration or counterclaims against similarly-situated parties, within a period of 60 days or otherwise close in proximity, you and VoiceLove agree that these claims will be related (“Related Cases”), shall be considered a “Mass Arbitration”, and that the AAA Mass Arbitration Supplementary Rules shall apply. If the parties disagree as to whether a series of filings fits within the definition of Mass Arbitration, AAA shall resolve such disagreement.
d. Form of Arbitration
Subject to the AAA Rules, if the Dispute concerns claims that, in the aggregate, are for US$25,000 or less, the arbitration will be conducted by the submission of documents, but the parties shall have the right to request a hearing. If you or VoiceLove request a hearing or the arbitrator decides a hearing is necessary, unless VoiceLove and you agree otherwise, any such arbitration hearing will be held remotely via Zoom or other similar video-conference platform so that you may participate from the county (or parish) of your residence, or any other place of your choosing. If the arbitrator decides that an in-person hearing is necessary, the arbitration shall take place in the city or state where you reside, unless you and VoiceLove agree otherwise, in which case the arbitration shall take place at another mutually agreed upon location. If the Dispute concerns claims that, in the aggregate, exceed US$25,000, the right to a hearing will be determined by the AAA Rules, but any such hearing will be conducted consistent with this section concerning the form and location of such arbitration.
The arbitrator's award shall be final and binding on all parties, except (1) for judicial review expressly permitted by law or (2) if the arbitrator's award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator's application or conclusions of law.
The arbitrator will be either (1)a retired judge or (2) an attorney specifically licensed to practice law in the state of New York or the state of your residence and will be selected by the parties from the AAA's National Roster of Arbitrators. The arbitrator will be selected using the following procedure: (a) the AAA will send the parties a list of five candidates meeting this criteria; (b) if the parties cannot agree on an arbitrator from the list, each party shall return its list to the AAA within 10 days, striking up to two candidates, and ranking the remaining candidates in order of preference; (c) the AAA shall appoint as arbitrator the candidate with the highest aggregate ranking; and (d) if for any reason the appointment cannot be made according to this procedure, the AAA may exercise its discretion in appointing the arbitrator.
You and VoiceLove agree that an administrative conference with the AAA shall be conducted in each arbitration proceeding, and you and a VoiceLove representative shall appear at the administrative conference via telephone or video conference. If you fail to appear at the administrative conference, regardless of whether your counsel attends, the AAA will administratively close the arbitration proceeding without prejudice, unless you show good cause as to why you were not able to attend the conference.
e. Fees
Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. You are required to pay AAA's initial filing fee, but if your claim is for less than US$25,000, VoiceLove will reimburse you for this filing fee at the conclusion of the arbitration, unless the arbitrator finds that either the substance of the Dispute or the relief sought was filed for purposes of harassment or is patently frivolous, then the payment of all fees will be governed by the AAA Rules and VoiceLove will not reimburse your initial filing fee; if your claim is for greater than US$25,000, you will be responsible for filing fees.
VoiceLove agrees to pay all expenses and fees of the arbitrator, including required travel and other expenses, and any AAA expenses, as well as the costs relating to proof and witnesses produced at the direction of the arbitrator (but specifically excluding any travel or other costs of entrant to attend the arbitration hearing).
The parties agree that the AAA has discretion to modify the amount or timing of any administrative or arbitration fees due under the AAA Rules where it deems appropriate, provided that such modification does not increase the AAA fees to you or VoiceLove, and you and VoiceLove waive any objection to such fee modification. The AAA has the discretion to relocate administration and arbitrator fees and expenses if required by applicable law or upon determination by the arbitrator that a claim was filed for purposes of harassment or is patently frivolous.
Except as otherwise expressly set forth herein, the payment of all filing, administration, and arbitrator fees will be governed by the AAA Rules.
f. Discovery
Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
g. Decision and Award
Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon both you and us. If the arbitrator issues you an award that is greater than the value of VoiceLove’s last written settlement offer made before an arbitrator was selected (or if VoiceLove did not make a settlement offer before an arbitrator was selected), then VoiceLove will pay you the amount of the award or US$5,000, whichever is greater.
Under no circumstances will you be permitted to obtain an award for, and you hereby waive all rights to claim, punitive, incidental, or consequential damages, or any other damages, including attorneys’ fees, other than your actual out-of-pocket expenses (i.e., amounts paid to VoiceLove), and you further waive all right to have damages multiplied or increased.
The award shall be binding only among the parties and shall have no preclusive effect in any other arbitration or other proceeding involving a different party except as may be determined by the AAA in a Mass Arbitration. VoiceLove will not seek to recover its attorneys’ fees and costs in arbitration from you unless the arbitrator finds that either the substance of your claim or the relief sought was filed for purposes of harassment or is patently frivolous.
Judgment on any award may be entered in any court having jurisdiction. This Arbitration Agreement shall not preclude any party to the arbitration from at any time seeking injunctions or other forms of equitable relief in aid of arbitration from a court of appropriate jurisdiction including whether a demand for arbitration is filed in violation of this Arbitration Agreement.
The arbitrator shall determine all issues of liability on the merits of any Dispute asserted by you or VoiceLove and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. To the extent that you or VoiceLove prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual Disputes in arbitration. Before a court of competent jurisdiction issues any public injunctive relief, it shall review the factual findings of the arbitration award on which any injunction would issue with no deference to the arbitrator.
h. Intellectual Property Rights
You and VoiceLove agree that either party may bring suit in court to seek to enjoin infringement or other misuse of intellectual property rights.
i. Survival of Arbitration Agreement
If any portion of this Arbitration Agreement is deemed invalid or unenforceable, it will not invalidate the remaining portions of the Arbitration Agreement.
C. Availability of Small Claims Court
Notwithstanding the binding arbitration requirement set forth in this section, either you or VoiceLove can seek to have a Dispute resolved in small claims court if all the requirements of the small claims court are satisfied. Either you or VoiceLove may seek to have a Dispute resolved in small claims court in your county of residence or the small claims court in closest proximity to your residence, and you may also bring a claim in small claims court in the New York County, New York. Any such Dispute filed in small claims court shall remain in such court and may advance only on an individual, non-class, non-representative basis.
If a Dispute qualifies for small claims court, but a party commences an arbitration proceeding, you and VoiceLove agree that either party may elect instead to have the Dispute resolved in small claims court, and upon written notice of a party's election, the AAA will administratively close the arbitration proceeding. Any dispute about whether a Dispute qualifies for small claims court shall be resolved by that court, not by an arbitrator. In the event of any such dispute, the arbitration proceeding shall remain closed unless and until a decision by the small claims court that the Dispute should proceed in arbitration.
D. Class Action Waiver
You and VoiceLove agree that any Dispute, whether brought in arbitration or small claims court as permitted by these terms, may be conducted ON AN INDIVIDUAL BASIS ONLY, NOT AS A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; as there shall be no right or authority for any Dispute to be brought, heard, or arbitrated as a class or collective action, by the terms of this Arbitration Agreement you are hereby waiving any and all such rights to the fullest extent permitted by applicable law("Class Action Waiver").
Further, if you have elected arbitration, other than as provided in this Section concerning the application of Mass Arbitration Rules, the arbitration proceeding will not be consolidated with any other claims or matters or joined with any other cases or parties and the arbitrator may not preside over any form of a representative or class proceeding, unless both you and VoiceLove agree otherwise. The arbitrator may award any remedy to which a party is entitled under applicable law, but remedies shall be limited to those that would be available to a party in their individual capacity and the arbitrator shall have no power to award class-wide relief. Regardless of anything else in this Arbitration Agreement and/or the applicable AAA rules, if VoiceLove believes that any Dispute you have filed in arbitration or in small claims court is inconsistent with the limitations in this paragraph, then you agree that VoiceLove may seek an order from a court determining whether your Dispute is within the scope of the Class Action Waiver. The interpretation, applicability, enforceability, or formation of the Class Action Waiver may only be determined by a court and not an arbitrator. This Class-Action Waiver will survive the termination of your relationship with VoiceLove.
The Class Action Waiver herein shall not preclude the parties from agreeing to any form of settlement or settlement structure.
E. Jury Trial Waiver
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BOTH YOU AND VOICE LOVE HEREBY WAIVE ANY CONSTITUTIONAL AND/OR STATUTORY RIGHT TO HAVE A TRIAL IN FRONT OF A JURY.
You and VoiceLove are instead mutually electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified herein. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Arbitration Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review. If for any reason a Dispute proceeds in court rather than in arbitration, you and VoiceLove each waive any right to a jury trial, unless such waiver is unenforceable. This means that any claim would be decided by a judge, not a jury.
A. Choice of Law
This Arbitration Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York without regard to its rules on conflict of laws or any other rules that would result in the application of a different body of law. The federal or state laws that apply to this Arbitration Agreement will also apply during any arbitration and for any Dispute resolved in small claims court.
For any matters which are not subject to arbitration as set forth in this Arbitration Agreement, you and VoiceLove irrevocably submit and consent to the exclusive jurisdiction and venue of the state and federal courts located in or closest to the County of New York in the State of New York
B. Time to File Dispute
You and VoiceLove agree that any Dispute, regardless of form, must be filed within ONE (1) YEAR of the action, omission, event, or occurrence giving rise to the Dispute. After the expiration of the one-year period, such Dispute will be time-barred and prohibited, without regard to any longer period of time which may be provided by any period of limitation or pursuant to law or statute.
Governing Law: The laws of New York shall govern these Terms and Conditions.
Privacy Policy: Use of the Offerings and all information we collect is also governed by our Privacy Policy, which is incorporated herein by reference. By using the Offerings, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy. Notwithstanding the foregoing, the Privacy Policy does not apply to our collection, use, sharing, and protection of personal information for the VoiceLove ICU App. For more information about our privacy practices concerning the VoiceLove ICU App, please see the terms of the relevant agreement and/or consents that you have executed with your medical provider, as well as any privacy notices issued by such provider. You acknowledge and agree that transmissions made over the internet are never completely private or secure and that messages you send to the Website may be intercepted or read by others.
Jurisdiction: Our Offerings are provided from the United States and all servers that make them available reside in the United States and in other jurisdictions. The laws of other countries may differ regarding the access and use of the Offerings. We make no representations regarding the legality of the Offerings in any other country and it is your responsibility to ensure that your use complies with all applicable laws outside of the U.S.
Questions: Should you have any questions regarding these Terms and Conditions you may contact us at:
26 Lynwood Rd, Scarsdale, NY 10583
Other Sources of Terms and Conditions: Certain provisions of these Terms and Conditions may be superseded by expressly designated legal notices, rules or other terms located on particular pages of the Offerings, including on any checkout page. In order to participate in or use certain services, promotions that may be run from time to time with respect to the Offerings ("Offer(s)"), you may be required to agree to additional or different terms and conditions("Additional Terms"). Certain benefits may be modified or not available in connection with an Offer. Your acceptance or redemption of any Offer constitutes your unconditional acceptance of the Additional Terms. If there is an actual conflict between these Terms and Conditions and any Additional Terms, the Additional Terms shall control and the non-conflicting provisions in these Terms and Conditions will continue to apply. For the sake of clarity, silence with respect to a particular term in either these Terms and Conditions or any Additional Terms does not constitute a conflict.
Additional Terms for Users of Apple Devices: If you have downloaded the apps from the Apple App Store, the following shall apply: You acknowledge and agree that these Terms and Conditions are solely between you and us, not Apple, and that Apple has no responsibility for the apps. Your use of the apps must comply with Apple’s App Store Terms and Conditions, located at http://www.apple.com/legal/internet-services/itunes/us/terms.html. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the apps. In the event of any failure of the apps to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, for the apps to you. 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 any warranty will be solely governed by these Terms and Conditions and any law applicable to us as provider of the software. You acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the apps or your possession and/or use of the apps including, but not limited to:(i) product liability claims; (ii) any claim that the iTunes-Sourced Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by these Terms and Conditions and any law applicable to us as provider of the apps. You acknowledge that, in the event of any third-party claim that the apps or your possession and use of the apps infringes that third party’s intellectual property rights, we, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms and Conditions. You and the Company acknowledge and agree that Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms and Conditions as they relate to your license of the apps, and that, upon your acceptance of the these Terms and Conditions, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms and Conditions as they relate to your license of the apps against you as a third party beneficiary thereof. You represent that you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country; and you are not listed on any U.S. government list of prohibited or restricted parties.
Additional Terms for Users of Android Devices: If you have downloaded the apps from the Google Play Store, the following shall apply: You acknowledge and agree that these Terms and Conditions are solely between you and us, not Google Play Store, and that Google has no responsibility for the apps. Your use of the apps must comply with Play Store Terms and Conditions, located at https://play.google.com/about/play-terms/index.html. You acknowledge that Google has no obligation whatsoever to furnish any maintenance and support services with respect to the apps. In the event of any failure of the apps to conform to any applicable warranty, you may notify Google, and Google will refund the purchase price, if any, for the Apps to you. To the maximum extent permitted by applicable law, Google 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 any warranty will be solely governed by these Terms and Conditions and any law applicable to us as provider of the software. You acknowledge that Google is not responsible for addressing any claims of you or any third party relating to the apps or your possession and/or use of the apps including, but not limited to: (i) product liability claims; and (ii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by these Terms and Conditions and any law applicable to us as provider of the apps. You acknowledge that, in the event of any third-party claim that the Apps or your possession and use of the apps infringe that third party’s intellectual property rights, we, not Google, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms and Conditions. You and the Company acknowledge and agree that Google and Google’s subsidiaries are third-party beneficiaries of these Terms and Conditions as they relate to your license of the apps, and that, upon your acceptance of the these Terms and Conditions, Google will have the right (and will be deemed to have accepted the right) to enforce these Terms and Conditions as they relate to your license of the app against you as a third party beneficiary thereof. You represent that you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country; and you are not listed on any U.S. government list of prohibited or restricted parties.
California Resident Notice: If you would like to request further information regarding the use of the Offerings or have a complaint, you may contact us at admin@voicelove.com. The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625N. Market Blvd., Suite N-112, Sacramento, California 95834, or by telephone at (800) 952-5210. Hearing impaired persons may call (916) 928-1227 or (800) 326-2297 via TTY device.