Voics Terms of Service

Last Updated: August 31, 2026

Welcome, and thank you for your interest in Voics ("Community Owner," "we," or "us") and our online community, along with any mobile or other downloadable applications that we make available to enable access to the same (collectively, the "Community"). These Terms of Service are a legally binding contract between you and Community Owner regarding your use of the Community.

PLEASE READ THE FOLLOWING TERMS CAREFULLY.

BY ACCEPTING THESE TERMS, EITHER BY CLICKING "I ACCEPT," OR BY OTHERWISE ACCESSING OR USING THE COMMUNITY, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF AND ACCESS TO THE COMMUNITY, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING COMMUNITY OWNER'S PRIVACY POLICY (COLLECTIVELY, THESE "TERMS") AND THE ADDITIONAL COMMUNITY TERMS ATTACHED AS EXHIBIT A (THE "ADDITIONAL TERMS") EITHER (A) ON BEHALF OF YOURSELF AS AN INDIVIDUAL, OR (B) IF YOU ARE ACCESSING THE COMMUNITY ON BEHALF OF AN ENTITY, ORGANIZATION, OR COMMUNITY OWNER, ON BEHALF OF SUCH ENTITY, ORGANIZATION OR COMMUNITY OWNER FOR WHICH YOU ACT, AND YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY, ORGANIZATION OR COMMUNITY OWNER TO THIS AGREEMENT. IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE COMMUNITY. YOUR USE OF THE COMMUNITY, AND COMMUNITY OWNER'S PROVISION OF THE COMMUNITY TO YOU, CONSTITUTES AN AGREEMENT BY COMMUNITY OWNER AND BY YOU TO BE BOUND BY THESE TERMS.

ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 15 (Dispute Resolution and Arbitration), you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND COMMUNITY OWNER ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.

1.
Eligibility. You must be at least 18 years old to join the Community or have the consent of a parent or legal guardian. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old or you are at least 13 years old and have obtained verifiable consent from a parent or legal guardian to join the Community; (b) you have not previously been suspended or removed from the Community; and (c) your registration and your use of the Community is in compliance with any and all applicable laws and regulations.
2.
Accounts and Registration. To access most features of the Community, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your name, email address, or other contact information. You agree that the information you provide to us is accurate, complete, and not misleading, and that you will keep it accurate and up to date at all times. When you register, you will be asked to create a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you should immediately notify us at darren@voics.co or by using the mechanisms made available by Community Owner.
3.
LICENSES
3.1.
Limited License. Subject to your complete and ongoing compliance with these Terms, Community Owner grants you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (a) install and use any mobile or other downloadable application provided to you by Community Owner and associated with the Community on a mobile device that you own or control; and (b) access and use the Community.
3.2.
License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, publicly perform, or create derivative works of the software powering the Community; (b) make modifications to the software powering the Community; or (c) interfere with or circumvent any feature of the Community, including any security or access control mechanism. If you are prohibited under applicable law from using the Community, then you may not use it.
3.3.
Feedback. We respect and appreciate the thoughts and comments from our users. If you choose to provide input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Community ("Submissions"), then you hereby grant Community Owner and its Service Provider (defined in Section 16.1 below) an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to exploit the Submissions in any manner and for any purpose, including to improve the Community and create other products and services. We will have no obligation to provide you with attribution for any Submissions you provide to us.
4.
Ownership; Proprietary Rights. The Community is managed by Community Owner using a platform made available by Service Provider. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Community provided by Community Owner or Service Provider ("Materials") are protected by intellectual property and other laws. All Materials included in the Community are the property of Community Owner or its third-party licensors (including Service Provider). Except as expressly authorized by Community Owner, you may not make use of the Materials. There are no implied licenses in these Terms and Community Owner and Service Provider reserve all rights to the Materials not granted expressly in these Terms.
5.
THIRD-PARTY TERMS
5.1.
Third-Party Services. Community Owner may provide tools through the Community that enable integration with third-party platforms, add-ons, services, or products not provided by Community Owner ("Third-Party Services"). If you direct us to transmit data to, or receive data from, a Third-Party Service on your behalf (including by enabling the applicable integration in the settings of the Community), then you authorize us and Service Provider to collect, access, use, derive, disclose, generate, transfer, transmit, store, host, or otherwise process ("Process") any such data, including User Content (defined in 6.1 below), in connection with the applicable integration, in a manner consistent with the functionality of the Community requested by you and the permissions granted to Community Owner by the relevant integration (which Processing may include, without limitation, performing queries on the data held by the Third-Party Service). You acknowledge and agree that your use of a Third-Party Service is subject to your agreement with the relevant provider of such Third-Party Service, and that Community Owner and Service Provider are not a party to such agreement. Community Owner and Service Provider do not control and have no liability for Third-Party Services, including their security, functionality, operation, availability, or interoperability with the Community or how the Third-Party Services or their providers use User Content. All data received from Third-Party Services on behalf of you as described herein will be deemed User Content under these Terms.
5.2.
Third-Party Software. The Community may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components ("Third-Party Components"). Although the Community is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.
6.
USER CONDUCT
6.1.
User Content Generally. Certain features of the Community may permit users to submit, upload, publish, broadcast, or otherwise transmit ("Post") content to the Community, including messages, reviews, photos, video or audio (including sound or voice recordings and musical recordings embodied in the video or audio), images, folders, data, text, and any other works of authorship or other works ("User Content"). You retain any copyright and other proprietary rights that you may hold in the User Content that you Post to the Community, subject to the licenses granted in these Terms.
6.2.
Limited License Grant to Community Owner. By Posting User Content to or via the Community, you grant Community Owner and Service Provider a worldwide, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense through multiple tiers) to host, store, transfer, publicly display, publicly perform (including by means of a digital audio transmission), communicate to the public, reproduce, modify for the purpose of formatting for display, create derivative works as authorized in these Terms, and distribute your User Content, in whole or in part, in any media formats and through any media channels, in each instance whether now known or hereafter developed. All of the rights you grant in these Terms are provided on a through-to-the-audience basis, meaning the owners or operators of external services will not have any separate liability to you or any other third party for User Content Posted or otherwise used on external services via the Community. You agree to pay all monies owing to any person or entity resulting from Posting your User Content and from Community Owner's or Service Provider's exercise of the license set forth in this Section.
6.3.
You Must Have Rights to the Content You Post; User Content Representations and Warranties. You must not Post User Content if you are not the owner of or are not fully authorized to grant rights in all of the elements of that User Content including in all ambient music and underlying musical works embodied in any sound recording. Community Owner disclaims any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content via the Community. By providing User Content via the Community, you affirm, represent, and warrant to us that:
(a)
you are the Community Owner and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Community Owner and users of the Community to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by Community Owner, Service Provider, the Community, and these Terms;
(b)
your User Content, and the Posting or other use of your User Content as contemplated by these Terms, does not and will not: (i) infringe, violate, misappropriate, or otherwise breach any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property, contract, or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Community Owner or Service Provider to violate any law or regulation or require Community Owner or Service Provider to obtain any further licenses from or pay any royalties, fees, compensation or other amounts or provide any attribution to any third parties; and
(c)
your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.
6.4.
User Content Disclaimer. Community Owner and Service Provider are under no obligation to edit or control User Content that you or other users Post and will not be in any way responsible or liable for User Content. Community Owner or Service Provider may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms, is alleged to violate the rights of third parties, or is otherwise objectionable. You understand that, when using the Community, you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Community Owner or Service Provider with respect to User Content. If notified by a user or content owner that User Content allegedly does not conform to these Terms, Community Owner may (or may permit Service Provider to) investigate the allegation and determine whether to remove the User Content, which Community Owner and Service Provider reserve the right to do at any time, without notice, and for any reason. For clarity, Community Owner does not permit infringing activities on the Community.
6.5.
Monitoring Content. Community Owner and Service Provider do not control and do not have any obligation to monitor: (a) User Content; (b) any content made available by third parties; or (c) the use of the Community by its users. You acknowledge and agree that Community Owner and Service Provider reserve the right to, and may from time to time, monitor any and all information transmitted or received through the Community for operational and other purposes. If at any time Community Owner or Service Provider choose to monitor the content, then Community Owner and Service Provider still assume no responsibility or liability for content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with Community Owner's Privacy Policy. Community Owner and Service Provider may block, filter, mute, remove or disable access to any User Content uploaded to or transmitted through the Community without any liability to the user who Posted such User Content to the Community or to any other users of the Community.
6.6.
Child Sexual Abuse and Exploitation. Community Owner and Service Provider prohibit any sexual content or suggestive content, and predatory or inappropriate behavior involving minors (i.e. users under 18 years old) or someone who appears to be a minor. This includes sharing, offering, or asking for child exploitation content, including child sexual abuse material (CSAM). If you are unsure about a piece of content involving a minor, do not share it. To report sexual, suggestive, or inappropriate behavior minors, you can use the in-line report feature on the website or app. When child sexual exploitation content is identified, the violative content is removed as soon as possible and the related account is banned. If Community Owner and Service Provider confirm the presence of CSAM, we take the steps required by law to preserve and refer the relevant content to appropriate authorities. In the United States, federal law requires that U.S.-based electronic service providers report instances of apparent CSAM to the National Center for Missing and Exploited Children (NCMEC). NCMEC coordinates reports with global law enforcement agencies in over 120 countries through its partner organization, the International Center for Missing and Exploited Children.
7.
COMMUNICATIONS
7.1.
Push Notifications. When you install our app on your mobile device, you agree to receive push notifications, which are messages an app sends you on your mobile device when you are not in the app. You can turn off notifications by visiting your mobile device's "settings" page.
7.2.
In-App Notifications. When you install our app on your mobile device, we may send you in-app notifications. You can turn off notifications in the app's "settings" page.
7.3.
Email. We may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself. Even if you opt out of receiving promotional messages from us, you will continue to receive administrative messages from us.
8.
PROHIBITED CONDUCT. BY USING THE COMMUNITY, YOU AGREE NOT TO:
8.1.
use the Community for any illegal purpose or in violation of any local, state, national, or international law;
8.2.
harass, threaten, demean, embarrass, bully, or otherwise harm any other user of the Community;
8.3.
violate, encourage others to violate, or provide instructions on how to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;
8.4.
access, search, or otherwise use any portion of the Community through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, and data mining tools) other than the software or search agents provided by Community Owner or Service Provider;
8.5.
interfere with security-related features of the Community, including by: (a) disabling or circumventing features that prevent or limit use, printing or copying of any content; or (b) reverse engineering or otherwise attempting to discover the source code of any portion of the Community except to the extent that the activity is expressly permitted by applicable law;
8.6.
interfere with the operation of the Community or any user's enjoyment of the Community, including by: (a) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (b) making any unsolicited offer or advertisement to another user of the Community; (c) collecting personal information about another user or third party without consent; or (d) interfering with or disrupting any network, equipment, or server connected to or used to provide the Community;
8.7.
perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or identity, accessing any other Community account without permission, or falsifying your age or date of birth;
8.8.
sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 4(Ownership; Proprietary Rights)) or any right or ability to view, access, or use any Materials; or
8.9.
attempt to do any of the acts described in this Section 8 (Prohibited Conduct) or assist or permit any person in engaging in any of the acts described in this Section 8 (Prohibited Conduct).
9.
INTELLECTUAL PROPERTY RIGHTS PROTECTION
9.1.
Respect of Third Party Rights. Community Owner respects the intellectual property rights of others, takes the protection of intellectual property rights very seriously, and asks users of the Community to do the same. Infringing activity will not be tolerated on or through the Community.
9.2.
DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. § 512, as amended) and the Community is subject to Service Provider's DMCA policy.
10.
Modification of Terms. We may, from time to time, change these Terms. Please check these Terms periodically for changes. Revisions will be effective immediately except that, for existing users, material revisions will be effective 30 days after posting or notice to you of the revisions unless otherwise stated. We may require that you accept modified Terms in order to continue to use the Community. If you do not agree to the modified Terms, then you should remove your User Content and discontinue your use of the Community. Except as expressly permitted in this Section 10 (Modification of Terms), these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms.
11.
TERM, TERMINATION, AND MODIFICATION OF THE COMMUNITY
11.1.
Term. These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Community, and ending when terminated as described in Section 11.2 (Termination).
11.2.
Termination. If you violate any provision of these Terms, then your authorization to access the Community and these Terms automatically terminate. In addition, Community Owner may, at its sole discretion, terminate these Terms or your account on the Community, or suspend or terminate your access to the Community, at any time for any reason or no reason, with or without notice, and without any liability to you arising from such termination. You may terminate your account at any time by using the mechanism designated in the Community or contacting customer service at darren@voics.co.
11.3.
Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Community; (b) you will no longer be authorized to access your account or the Community; (c) you must pay Community Owner any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and Sections 3.3 (Feedback), 4 (Ownership; Proprietary Rights), 11.3 (Effect of Termination), 12 (Indemnity), 13 (Disclaimers; No Warranties by Community Owner), 14 (Limitation of Liability), 15 (Dispute Resolution and Arbitration), and 16 (Miscellaneous) will survive. You are solely responsible for retaining copies of any User Content you Post to the Community since upon termination of your account, you may lose access rights to any User Content you Posted to the Community. If your account has been terminated for a breach of these Terms, then you are prohibited from creating a new account on the Community using a different name, email address or other forms of account verification.
11.4.
Modification of the Community. Community Owner reserves the right to modify or discontinue all or any portion of the Community at any time (including by limiting or discontinuing certain features of the Community), temporarily or permanently, without notice to you. Community Owner will have no liability for any change to the Community, including any paid-for functionalities of the Community, or any suspension or termination of your access to or use of the Community. You should retain copies of any User Content you Post to the Community so that you have permanent copies in the event the Community is modified in such a way that you lose access to User Content you Posted to the Community.
12.
Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Community, and you will defend and indemnify Community Owner, its affiliates, and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the "Specified Entities") and Service Provider from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys' fees and costs, arising out of or connected with: (1) your unauthorized use of, or misuse of, the Community; (2) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (3) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (4) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
13.
DISCLAIMERS; NO WARRANTIES BY COMMUNITY OWNER
13.1.
THE COMMUNITY AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE COMMUNITY ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS. COMMUNITY OWNER AND SERVICE PROVIDER DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE COMMUNITY AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE COMMUNITY, INCLUDING: (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (b) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. COMMUNITY OWNER AND ITS SERVICE PROVIDER DO NOT WARRANT THAT THE COMMUNITY OR ANY PORTION OF THE COMMUNITY, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE COMMUNITY, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND COMMUNITY OWNER DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
13.2.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE COMMUNITY, SPECIFIED ENTITIES, OR SERVICE PROVIDER, OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE COMMUNITY WILL CREATE ANY WARRANTY REGARDING ANY OF THE SPECIFIED ENTITIES OR THE COMMUNITY THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE COMMUNITY AND YOUR DEALING WITH ANY OTHER COMMUNITY USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE COMMUNITY AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE COMMUNITY) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.
13.3.
THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 13 (DISCLAIMERS; NO WARRANTIES BY COMMUNITY OWNER) APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Community Owner does not disclaim any warranty or other right that Community Owner is prohibited from disclaiming under applicable law.
14.
LIMITATION OF LIABILITY
14.1.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE SPECIFIED ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE COMMUNITY OR ANY MATERIALS OR CONTENT ON THE COMMUNITY, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY SPECIFIED ENTITY OR SERVICE PROVIDER HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
14.2.
EXCEPT AS PROVIDED IN SECTIONS 15.5 (COMMENCING ARBITRATION) AND 15.7 (ARBITRATION RELIEF) AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE SPECIFIED ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE COMMUNITY OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO COMMUNITY OWNER FOR ACCESS TO AND USE OF THE COMMUNITY IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM AND (B) US$100.
14.3.
WITHOUT LIMITING THE FOREGOING, YOU AND COMMUNITY OWNER AGREE THAT SERVICE PROVIDER IS NOT A PARTY TO THIS AGREEMENT AND, TO THE FULLEST EXTENT PERMITTED BY LAW, SERVICE PROVIDER WILL HAVE NO LIABILITY TO YOU ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. YOU AGREE THAT IF YOU BRING A CLAIM AGAINST SERVICE PROVIDER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, SUCH CLAIM IS SUBJECT TO THE DISPUTE RESOLUTION PROCEDURE SET FORTH IN SECTION 15, AND SERVICE PROVIDER WILL BE DEEMED SUBSTITUTED FOR COMMUNITY OWNER THEREUNDER SOLELY FOR THE PURPOSE OF SUCH CLAIM.
14.4.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 14 (LIMITATION OF LIABILITY) WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
15.
DISPUTE RESOLUTION AND ARBITRATION
15.1.
Generally. Except as described in Section 15.2 (Exceptions) and 15.3 (Opt-Out), you and Community Owner agree that every dispute arising in connection with these Terms, the Community, or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator.

YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND COMMUNITY OWNER ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
15.2.
Exceptions. Although we are agreeing to arbitrate most disputes between us, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
15.3.
Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 15 (Dispute Resolution and Arbitration) within 30 days after the date that you agree to these Terms by sending a letter to Voics, Attention: Legal Department – Arbitration Opt-Out, Wyoming, USA that specifies: your full legal name, the email address associated with your account on the Community, and a statement that you wish to opt out of arbitration ("Opt-Out Notice"). Once Community Owner receives your Opt-Out Notice, this Section 15 (Dispute Resolution and Arbitration) will be void and any action arising out of these Terms will be resolved as set forth in Section 16.3 (Governing Law). The remaining provisions of these Terms will not be affected by your Opt-Out Notice.
15.4.
Arbitrator. This arbitration agreement, and any arbitration between us, is subject to the Federal Arbitration Act and will be administered by the JAMS under the rules applicable to consumer disputes (collectively, "JAMS Rules") as modified by these Terms. The JAMS Rules and filing forms are available online at www.jamsadr.com, by calling the JAMS at +1-800-352-5267 or by contacting Community Owner.
15.5.
Commencing Arbitration. Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail ("Notice of Arbitration"). Community Owner's address for Notice is: Voics, Wyoming, USA. The Notice of Arbitration must: (a) identify the name or account number of the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought ("Demand"). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Community Owner may commence an arbitration proceeding. If you commence arbitration in accordance with these Terms, Community Owner will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000 or if Community Owner has received 25 or more similar demands for arbitration, in which case the payment of any fees will be decided by the JAMS Rules. If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the JAMS Rules and the other party may seek reimbursement for any fees paid to JAMS.
15.6.
Arbitration Proceedings. Any arbitration hearing will take place in the county and state of your residence unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic or video hearing; or (c) by an in-person hearing as established by the JAMS Rules in the county (or parish) of your residence. During the arbitration, the amount of any settlement offer made by you or Community Owner must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.
15.7.
Arbitration Relief. Except as provided in Section 15.8 (No Class Actions), the arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction. If the arbitrator awards you an amount higher than the last written settlement amount offered by Community Owner before an arbitrator was selected, Community Owner will pay to you the higher of: (a) the amount awarded by the arbitrator and (b) US$10,000. 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. Judgment on the award may be entered in any court having jurisdiction.
15.8.
No Class Actions. YOU AND COMMUNITY OWNER AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Community Owner agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.
15.9.
Modifications to this Arbitration Provision. If Community Owner makes any substantive change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the change to Community Owner's address for Notice of Arbitration, in which case your account with Community Owner will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
15.10.
Enforceability. If Section 15.8 (No Class Actions) or the entirety of this Section 15 (Dispute Resolution and Arbitration) is found to be unenforceable, or if Community Owner receives an Opt-Out Notice from you, then the entirety of this Section 15 (Dispute Resolution and Arbitration) will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 16.3 (Governing Law) will govern any action arising out of or related to these Terms.
16.
MISCELLANEOUS
16.1.
Third-Party Beneficiary. The Community is powered by a technology platform provided by CircleCo, Inc. ("Service Provider"). You and we acknowledge and agree that (a) Service Provider is an intended third-party beneficiary to these Terms, (b) is entitled to rights and benefits hereunder, and (c) may enforce these Terms against you as if it were an original party hereto.
16.2.
General Terms. These Terms, including the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Community Owner regarding your use of the Community. These Terms or any rights under these Terms, may not be assigned either by us or by you in whole or in part, by operation of law or otherwise, without our Service Provider's prior written consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word "including" means "including but not limited to." If any part of these Terms is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.
16.3.
Governing Law. These Terms are governed by the laws of the State of New York without regard to conflict of law principles. You and Community Owner submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Kings County, New York for resolution of any lawsuit or court proceeding permitted under these Terms. Service Provider operates the service that we use to provide the Community from its offices in New York, and we make no representation that Materials included in the Community are appropriate or available for use in other locations.
16.4.
Privacy Policy. You understand and agree to the processing of your personal data in connection with the Community in accordance with Community Owner's Privacy Policy, which is hereby incorporated by reference into Section 16.4 of these Terms.
16.5.
Precedence. In the event of a conflict between the Additional Terms and these Terms these Terms will control.
16.6.
Consent to Electronic Communications. By using the Community, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
16.7.
Notice to California Residents. If you are a California resident, then under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Community or to receive further information regarding use of the Community.
17.
Notice Regarding Apple. This Section 17 (Notice Regarding Apple) only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Terms are between you and Community Owner only, not with Apple Inc. ("Apple"), and Apple is not responsible for the Community or the content of it. Apple has no obligation to furnish any maintenance and support services with respect to the Community. If the Community fails to conform to any applicable warranty, you may notify Apple, and Apple will refund any applicable purchase price for the mobile application to you. To the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Community. Apple is not responsible for addressing any claims by you or any third party relating to the Community or your possession and/or use of the Community, including: (1) product liability claims; (2) any claim that the Community fails to conform to any applicable legal or regulatory requirement; or (3) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Community and/or your possession and use of the Community infringe a third party's intellectual property rights. You agree to comply with any applicable third-party terms when using the Community. Apple and Apple's subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms. You hereby represent and warrant that: (a) 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 (b) you are not listed on any U.S. Government list of prohibited or restricted parties.

Exhibit A: Additional Terms

Voics LLC Terms of Service 

(All Programs, Services, and Products)

Effective Date: 10th October 2024Issued by: Voics LLC, a limited liability company organized under the laws of the State of Wyoming, United States of America Jurisdiction: Wyoming, USA

These Terms of Service (“Agreement” or “Terms”) govern all engagements, transactions, interactions, and relationships between Voics LLC (“Voics,” “Company,” “we,” “our,” or “us”) and any individual, business, or entity (“Client,” “you,” or “your”) that accesses, purchases, subscribes to, or otherwise engages with any Program, Service, or Product offered by Voics LLC.

This includes, but is not limited to, all consulting programs, digital or in-person coaching, backend operational support, media production, editing, content creation, copywriting, sales enablement, brand design, development, systems building, strategic planning, community access, or any other form of delivery provided by Voics LLC or its representatives.

By engaging with Voics LLC in any capacity, you agree to be legally bound by the following Terms.

1. Acceptance of Terms

1.1. These Terms govern your participation in or use of any Voics LLC Program, Service, or Product (“Offerings”), regardless of how you were onboarded, whether through a written agreement, invoice, verbal agreement, digital checkout, or scheduling tool.

1.2. These Terms apply to all Clients, regardless of company size, location, industry, service tier, or prior relationship with Voics LLC.

1.3. By accessing or engaging with any Voics Offering, you confirm that you have read, understood, and agreed to be legally bound by these Terms. If you do not agree, you must not access, use, or engage with any Voics content, services, or platforms.

2. Scope of Programs, Services, and Products

2.1. Voics LLC offers a variety of Programs, Services, and Products that may include, but are not limited to:

2.2. The exact scope of any Offering will be determined on a case-by-case basis, based on the specific engagement, and may evolve over time depending on business needs, capacity, and Client responsiveness.

2.3. Voics LLC reserves full discretion over how Services and Products are delivered, including but not limited to staffing, tools, software, communication channels, scheduling, and format of deliverables.

3. Engagement Model

3.1. All Voics LLC Offerings operate on a monthly cycle basis, with timelines, team availability, and resources allocated accordingly.

3.2. Voics LLC does not guarantee a fixed number of deliverables per calendar or billing period. Our Programs and Services are built around strategy, execution support, and problem-solving, not a quota of items.

3.3. Any unused sessions, deliverables, or opportunities within a cycle may be forfeited if the Client fails to participate or engage. Extensions, rescheduling, or rollover of unused work are offered solely at the discretion of Voics LLC and are not guaranteed. Any such forfeiture resulting from the Client's failure to participate, respond, attend, provide requested information, materials or approvals, or otherwise cooperate with the delivery of the Offering shall not constitute non-performance by Voics LLC and shall not give rise to any right of refund, credit, set-off or cancellation of amounts otherwise due.

4. Client Responsibilities

4.1. Client agrees to participate actively, provide necessary inputs, respond promptly to communication, attend scheduled calls or sessions, and make a good-faith effort to support the execution of agreed-upon work.

4.2. Client is solely responsible for implementing and executing any strategic recommendations, deliverables, or assets provided by Voics. Results are dependent on the Client’s decisions, team, and follow-through.

4.3. Any delays caused by lack of response, missing materials, late approvals, or unclear communication will not be attributed to Voics LLC and may result in work being paused or deprioritized.Any applicable delivery period shall be reasonably extended to take account of such Client-caused delay, including any reasonable period required for Voics LLC to remobilize its team or resources. No refund, credit or release from any payment obligation shall arise as a result of delay or non-performance caused, directly or indirectly, by the Client.

5. No Refund Policy

5.1. Voics LLC maintains a strict no-refund policy for all Offerings. This applies to all Programs, Services, Products, subscriptions, or custom engagements.Except to the extent otherwise expressly agreed in writing by Voics LLC or required by applicable non-waivable law, all fees paid or payable are final and non-refundable once the applicable Offering has commenced. The only exception is the conditional performance guarantee expressly set out in Section 5B, which applies solely to the Incubator Sprint and solely on the terms and conditions stated in that Section.

5.1.1. For purposes of these Terms, an Offering shall be deemed to have commenced once Voics LLC has taken any material step in connection with the engagement, including onboarding the Client, allocating personnel or resources, undertaking planning or strategy, granting access to any platform, community, system, information, training or materials, scheduling or conducting calls or sessions, creating or commencing work on deliverables, or otherwise beginning performance of the Offering

5.2. Refunds will not be provided under any circumstances, including but not limited to:

For the avoidance of doubt, an allegation by the Client that Voics LLC has breached these Terms shall not, by itself, create any automatic right to a refund. Any alleged deficiency or breach shall be dealt with in accordance with Clauses 5.5 to 5.8 below.

5.3. All resources, team allocation, intellectual property, and planning begin at the point of engagement. For this reason, fees paid are final, non-transferable, and non-refundable.

5.4. The Client shall notify Voics LLC in writing of any material deficiency in a deliverable within five (5) business days of delivery, identifying the specific issue complained of.

If no such notice is given within that period, or if the Client approves, publishes, implements, deploys or otherwise materially uses the deliverable, the relevant deliverable shall be deemed accepted and shall not thereafter form the basis of a refund claim

5.5. A Client alleging that Voics LLC has materially failed to provide an expressly agreed part of an Offering must notify Voics LLC in writing and identify with reasonable specificity the particular obligation alleged not to have been performed and the nature of the alleged failure. A general statement of dissatisfaction, perceived lack of value or failure to achieve an anticipated result shall not constitute notice of material non-performance.

5.6. Right to Cure

Where the Client provides valid notice of an alleged material failure under Clause 5.5, Voics LLC shall have a reasonable opportunity to cure the matter by completing, correcting, replacing or re-performing the affected Service or deliverable.

Voics LLC shall ordinarily have ten (10) business days following receipt of sufficient written particulars to remedy the matter or commence the required remedial action. Where the nature of the issue reasonably requires additional time, Voics LLC shall be entitled to a further reasonable period to complete the cure.

Where the alleged deficiency is remedied, no refund shall arise in respect of that deficiency.

5.7. Limited Refund for Uncured Material Non-Performance

If Voics LLC materially fails to provide an expressly agreed and material part of an Offering and fails to remedy that failure following valid notice under Clause 5.5 and the applicable cure period under Clause 5.6, any refund or credit that may become due shall, to the fullest extent permitted by applicable law, be limited to the reasonable portion of the applicable fees directly attributable to the specific part of the Offering that was not performed.

No refund shall extend to amounts attributable to Services, work, access, materials, resources or deliverables already provided, performed, accessed, accepted or materially used by or for the benefit of the Client.

5.8. Cancellation and Withdrawal

The Client's decision to cancel, withdraw, discontinue participation, cease communication or otherwise stop using an Offering shall not retrospectively create any right to a refund, credit or reimbursement.

Cancellation or withdrawal shall not affect any payment obligation which, under these Terms or the applicable engagement, survives cancellation or termination.

5.9. No Set-Off or Withholding

To the fullest extent permitted by applicable law, the Client shall not withhold, deduct or set off any otherwise due and undisputed payment solely because the Client has submitted a complaint, refund request or dispute concerning another part of the Offering.

5A. Payments and Payment Plans

5A.1. General Payment TermsAll fees for Voics LLC Offerings, whether paid in full, through recurring billing or under an approved payment plan, are binding and subject to the refund provisions contained in Section 5. Payment obligations are not contingent upon Client usage, participation, satisfaction, implementation, commercial results or return on investment.

5A.2. Payment Plan Authorization If Voics LLC offers a payment plan for any Program, Service, or Product, the Client agrees to complete all scheduled payments in full, in accordance with the agreed schedule at the time of enrollment. Entering into a payment plan constitutes a binding financial commitment to pay the entire amount owed, regardless of Client participation or results.Unless expressly agreed otherwise in writing, where an Offering is sold for a fixed total price, any payment plan constitutes only an accommodation allowing the Client to pay that fixed contractual price in installments. It does not convert the Offering into a cancellable month-to-month subscription, and each installment does not constitute a separate purchase of monthly Services.

5A.3. Missed Payments

5A.4. Acceleration ClauseIn the event of an uncured payment default following expiry of the applicable payment period under Clause 5A.3, Voics LLC reserves the right to declare the entire outstanding balance of the applicable payment plan immediately due and payable., Voics LLC reserves the right to declare the entire outstanding balance of the payment plan immediately due and payable. Failure to remit full payment may result in legal action, collections, and recovery of attorney fees and costs.

5A.5. Access Suspension Voics LLC shall not be liable for any loss of access, results, or opportunities during periods of suspension due to Client’s non-payment. Suspension or termination of access does not relieve Client of payment obligations.

5A.6. Automatic Billing Authorization By enrolling in any Voics LLC Offering with recurring payments or payment plans, Client authorizes Voics LLC (and its third-party payment processors) to automatically charge the payment method provided for all installments, renewals, penalties, and outstanding balances, until the balance is paid in full. Client remains responsible for ensuring payment methods are valid and funded.

5A.7. No Early Termination of Payment Plans Entering into a payment plan constitutes a full commitment to the total balance owed. Cancellation, termination, or withdrawal from the Program or Service does not release the Client from financial responsibility for the full agreed amount.

5A.8. Waiver of Chargebacks The Client agrees to raise any billing, payment or refund dispute directly with Voics LLC in the first instance and to provide Voics LLC with a reasonable opportunity to investigate and respond.

The Client shall not knowingly initiate or maintain any false, misleading, fraudulent or bad-faith chargeback or payment dispute, including any allegation of non-delivery in respect of Services, access or deliverables which the Client received, accessed, accepted or materially used.

A chargeback or payment dispute shall not, by itself, cancel this Agreement or extinguish any payment obligation otherwise lawfully due.

Voics LLC may provide its payment processor, acquiring bank, card issuer, financial institution, collection provider, arbitrator or other competent authority with relevant evidence of the transaction and performance, including these Terms, payment records, communications, attendance records, access records, delivery records, approvals and evidence of the Client's use or implementation of the Services or deliverables.

A knowingly false, fraudulent or bad-faith chargeback shall constitute a material breach of these Terms, and Voics LLC reserves all rights and remedies available to it, including recovery of amounts properly due and reasonable collection or legal costs to the extent permitted by applicable law.

5A.9. Collections and Attorney Fees If payment is not made in accordance with the agreed schedule, Voics LLC reserves the right to assign delinquent accounts to collections. Client agrees to be responsible for all reasonable collection costs, attorney fees, and court costs incurred by Voics LLC in recovering amounts owed.

5A.10. Interest on Overdue Payments All overdue balances shall accrue interest at the rate of 1.5% per month, or the maximum rate permitted by Wyoming law, whichever is lower, from the due date until paid in full.

5B. Conditional Performance Guarantee (Incubator Sprint)

5B.1. Application. This Section 5B applies only to a Client who has enrolled in and paid for the Voics LLC offering known as the Incubator Sprint (the "Sprint"). It applies to no other Program, Service or Product, and it confers no right, benefit, expectation or precedent in favour of any other Client or any other Offering.

5B.2. Relationship to Sections 5 and 10. The Sprint is the only Offering in respect of which Voics LLC offers any conditional refund. Where a provision of Section 5 (No Refund Policy) or Section 10 (Disclaimer of Results) is inconsistent with this Section 5B, this Section 5B shall prevail, but only in respect of the Sprint, and only in favour of a Client who has satisfied every Qualifying Condition in Clause 5B.5. In every other respect Sections 5, 5A and 10 continue to apply in full, including to a Client enrolled in the Sprint whose guarantee has been voided under Clause 5B.7.

5B.3. The Guarantee. If the Client satisfies every Qualifying Condition set out in Clause 5B.5 in every Week of the Guarantee Period, and has not reached the Target by the end of the Guarantee Period, Voics LLC shall refund the Program Fees in accordance with Clauses 5B.9 and 5B.10. The guarantee pays out only for a Client who has completed every condition and still fallen short. It is not a satisfaction guarantee, a trial period, or a right of cancellation.

5B.4. Definitions. In this Section 5B:

(a) "Start Date" means the earlier of the date on which the Client is granted access to the Sprint and the date on which the Client is granted access to the Incubator.

(b) "Guarantee Period" means the three (3) consecutive calendar months beginning on the Start Date.

(c) "Week" means each consecutive period of seven (7) days beginning on the Start Date and continuing to the end of the Guarantee Period.

(d) "Target" means $25,000 or more in cash actually collected and retained by the Client within a single calendar month falling wholly inside the Guarantee Period, from new clients closed during the Guarantee Period, on an offer built or improved with Voics LLC as part of the Sprint. Revenue from existing clients, recurring revenue from clients acquired before the Start Date, contracted but uncollected amounts, amounts subsequently refunded or charged back, loans, investment, grants, and revenue from any other business, offer or income source are all excluded.

(e) "Program Fees" means the amounts actually received and retained by Voics LLC from the Client in respect of the Sprint, and nothing further.

(f) "Eligibility Band" means monthly revenue of between $0 and $17,000 per month at the point of enrolment. The Client warrants that its revenue at enrolment falls within the Eligibility Band. A warranty that is untrue when given voids the guarantee under Clause 5B.7.

5B.5. Qualifying Conditions. To qualify for the refund, the Client must satisfy every one of the following conditions in every Week of the Guarantee Period. These conditions are mechanical and objective. They are not a matter of judgement, discretion, interpretation, good faith or reasonable endeavours. Failure to satisfy any single condition in any single Week voids the guarantee in its entirety and permanently, whether or not the failure is the Client's fault, and whether or not the Client subsequently makes up the shortfall.

(a) Coaching calls. Attend at least four (4) coaching calls in each Week.

(b) Training. Complete the program material week by week in the order directed, with all material completed by the end of Week ten (10).

(c) Wins. Post the Client's progress or results in the Client community at least once in each Week.

(d) Accountability. Complete and submit the weekly accountability tracker in full, before the end of the Week to which it relates.

(e) Offer. Run the offer built or improved with Voics LLC, to the market and in the manner directed, for the entire Guarantee Period. The Client shall not materially change the offer, the price or the target market without the prior written approval of Voics LLC.

(f) Outreach. Send at least three hundred (300) direct outreach messages to qualified prospects in each Week. Each message must be individually sent to a distinct recipient. Automated, purchased, scraped, duplicated, bulk-broadcast, mass-tagged or bot-generated messages do not count towards this total, and messages sent to the same recipient in the same Week count once.

(g) Content. Publish at least seven (7) pieces of original content in each Week, across the channels and in the formats directed by Voics LLC. Reposted, recycled, duplicated or purely promotional posts do not count towards this total.

(h) Sales calls. Hold at least five (5) sales calls in each Week from the beginning of Week three (3) until the end of the Guarantee Period. A sales call means a scheduled call with a qualified prospect, booked through the booking system directed by Voics LLC, at which the Client's offer is presented. A call booked through that system which the Client attended counts towards the total even where the prospect cancelled or failed to attend. Calls with existing clients, team members, peers, friends, family or other program participants do not count.

(i) Account manager check-in. Complete a check-in with the Voics LLC account manager assigned to the Client in each Week, at the time scheduled by Voics LLC. A check-in that the Client fails to attend, cancels, or moves outside the Week to which it relates does not count, and a check-in cannot be carried forward or combined with the check-in for any other Week.

(j) One to one sessions. Attend all four (4) one to one sessions with the senior Voics LLC team made available to the Client during the Guarantee Period, at the times scheduled. A session that the Client fails to attend, cancels within twenty four (24) hours, or does not rebook and complete within fourteen (14) days does not count, and no session may be substituted, transferred or taken by any person other than the Client.

5B.6. Evidence and verification. The burden of proving that every condition was met in every Week rests entirely with the Client. Performance must be recorded contemporaneously, in the Week to which it relates, in the accountability tracker and in the systems directed by Voics LLC, including the Voics-directed booking and sales system. Activity that is not recorded in the Week to which it relates is deemed not to have occurred, and retrospective reconstruction, backdating or later attestation will not be accepted. Voics LLC may require the Client to produce screenshots, exports, platform access, call recordings or other supporting records, and failure to produce them within seven (7) days of a written request means the relevant condition is deemed not to have been met. Where the Client's records and the records of Voics LLC conflict, the records of Voics LLC shall be determinative in the absence of manifest error.

5B.7. Automatic voiding. In addition to any failure of a Qualifying Condition, the guarantee is void immediately and permanently, without notice, if any of the following occurs at any point during the Guarantee Period:

(a) any payment due to Voics LLC is missed, late or unpaid, or access is suspended or terminated under Clause 5A.3, and any Week in which access is suspended is deemed a Week in which every condition was failed;

(b) the Client pauses, defers, freezes or otherwise interrupts participation, other than with the prior written agreement of Voics LLC recording the effect on the Guarantee Period;

(c) the Client materially breaches any provision of these Terms, including Section 6 (confidentiality), Section 7 (intellectual property), Section 8 (non-disparagement) and Section 8A (non-solicitation);

(d) the Client submits reporting, tracker entries or supporting evidence that is false, inflated, backdated or materially misleading;

(e) the Client initiates a chargeback or payment dispute, whether or not it is subsequently withdrawn;

(f) the warranty at Clause 5B.4(f) was untrue when given; or

(g) the Client ceases to trade, sells the business, or materially changes the business to which the Sprint relates.

5B.8. Where the Target is reached. If the Client reaches the Target at any point during the Guarantee Period, the guarantee is satisfied and discharged in full. No refund arises, no partial, pro-rata or proportionate refund arises, and no credit arises. The Client keeps all revenue generated. For the avoidance of doubt, reaching the Target once discharges the guarantee even if the Client does not reach it again in any subsequent month.

5B.9. Claim procedure. A Client claiming under this Section 5B must submit a written claim to Voics LLC within fourteen (14) days of the end of the Guarantee Period, enclosing complete evidence of compliance with every Qualifying Condition for every Week. A claim submitted after that window, or submitted without complete evidence, is not a valid claim and no refund shall arise. Voics LLC shall review a valid claim and respond in writing within thirty (30) days of receipt. Where a claim is approved, the refund shall be paid within thirty (30) days of approval, to the original payment method. A Client who has not paid the Program Fees in full, including a Client on a payment plan with any outstanding balance, may not submit a valid claim.

5B.10. Scope of the refund. Any refund under this Section 5B is limited to the Program Fees and shall not extend to advertising or media spend, software, subscriptions or tools, third party contractors, staff or agencies engaged by the Client, travel, accommodation, event or mastermind tickets, payment processing fees, currency conversion costs, taxes, any amount not actually received by Voics LLC, or the fees for any other Voics LLC Offering. Payment of a refund is conditional on the Client immediately ceasing all use of, and permanently deleting, all Voics LLC materials, frameworks, templates and recordings, and on the termination of all access under Clause 9.3. Payment of a refund is made in full and final settlement of all claims arising out of the Sprint.

5B.11. Race bonus. Any bonus offered to the first Client to reach the Target, including a mastermind ticket, is awarded at the sole discretion of Voics LLC, is personal to that Client, is non-transferable, and carries no cash alternative. It is forfeited on any breach of these Terms.

5B.12. Payment obligations unaffected. The existence of this guarantee does not suspend, reduce, defer or make conditional any payment obligation of the Client. All amounts remain due in full and on schedule under Sections 5 and 5A throughout the Guarantee Period, and the Client shall not withhold or set off any amount on the basis of an actual or anticipated claim under this Section 5B.

5B.13. No guarantee of results. This Section 5B is a conditional refund undertaking and nothing more. It is not a representation, warranty, projection, promise or guarantee that the Client will achieve the Target or any other financial, commercial or operational result. Section 10 continues to apply in full.

6. Confidentiality

6.1. Both Parties agree to maintain strict confidentiality regarding all sensitive, proprietary, strategic, and personal information exchanged during the engagement.

6.2. Client shall not share any materials, strategies, documents, recordings, internal Slack discussions, systems, or advice provided by Voics with third parties without written consent.

6.3. This clause shall remain in effect indefinitely and survive the termination of the engagement.

7. Intellectual Property

7.1. All documents, SOPs, templates, tools, coaching frameworks, strategy decks, systems maps, video scripts, content plans, and other assets created or provided by Voics LLC are the exclusive intellectual property of Voics LLC.

7.2. Client is granted a limited, non-exclusive, non-transferable license to use these materials for internal business purposes only.

7.3. Client shall not reproduce, modify, rebrand, distribute, license, or sell any Voics materials without written permission.

8. Non-Disparagement

8.1. The Client agrees not to speak or publish negatively about Voics LLC, its representatives, services, processes, or brand, online or offline, at any point during or after the engagement.

8.2. This includes, but is not limited to: social media posts, direct messages, public commentary, private Slack groups, community chats, podcast episodes, or internal masterminds.

8.3. Reasonable complaints made privately in a professional, legal, or arbitration context are exempt from this clause.

8.4. This Section 8 survives termination, cancellation, completion or expiry of the engagement and continues to bind the Client for a period of twenty four (24) months afterwards. Nothing in this Section prevents the Client from making a truthful statement required by law, by a regulator, or in the course of legal or arbitration proceedings.

8A. Non-Solicitation

8A.1. Definitions. In this Section 8A, "Protected Person" means any other Client, program participant, community member, mastermind or event attendee, applicant, lead, prospect, subscriber or user of Voics LLC or of Aura A.I. LLC, and any employee, contractor, coach, account manager or other representative of either company, in each case with whom the Client came into contact, or of whom the Client became aware, through the engagement.

8A.2. Restricted period. The obligations in this Section 8A apply throughout the engagement and for a period of twelve (12) months following its termination, cancellation, completion or expiry, however it comes to an end.

8A.3. Non-solicitation of clients, members and users. The Client shall not, directly or indirectly, whether alone or with or on behalf of any other person, solicit, approach, canvass, recruit, entice or attempt to entice away any Protected Person for the purpose of offering, selling, promoting or delivering any program, service, product, coaching, consulting, community, software or other commercial offering, whether or not it competes with Voics LLC.

8A.4. No use of the community as a lead source. The Client shall not use the Voics LLC community, Slack or Circle spaces, group calls, member directories, events, masterminds, guest lists, attendee lists, or any contact details or information obtained through the engagement, as a source of leads, or to advertise, pitch, market, recruit for or promote any offering, affiliate arrangement, partnership or venture, without the prior written consent of Voics LLC.

8A.5. Non-solicitation of personnel. The Client shall not, directly or indirectly, solicit, employ, engage or contract with any employee, contractor, coach, account manager or other representative of Voics LLC or Aura A.I. LLC, nor induce or attempt to induce any such person to terminate or reduce their engagement with either company.

8A.6. No competing use of materials. The Client shall not use any confidential information, framework, methodology, template, script, SOP or other material of Voics LLC, or any knowledge of the identity or circumstances of a Protected Person, to establish, build, market or operate any offering that competes with Voics LLC during the restricted period.

8A.7. Reasonableness. The Client acknowledges that these restrictions are reasonable and necessary to protect the legitimate business interests of Voics LLC, including its client relationships, its community, its confidential information and its goodwill, and that the Client received access to those interests in consideration for accepting these restrictions. If any restriction is found to be unenforceable as drafted, it shall be read down to the minimum extent necessary to make it enforceable rather than struck out.

8A.8. Remedies. A breach of this Section 8A shall constitute a material breach of these Terms. Voics LLC may immediately terminate the engagement and revoke access under Section 9 without refund, shall be entitled to seek injunctive relief in addition to any other remedy, and any guarantee under Section 5B shall be void in accordance with Clause 5B.7. Termination under this Clause does not release the Client from any outstanding payment obligation under Sections 5 and 5A.

8A.9. Survival. This Section 8A survives termination, cancellation, completion or expiry of the engagement.

9. Termination and Access Revocation

9.1. Either Party may terminate the engagement with 30 days written notice. The Client remains liable for all services rendered or planned during that window.For the avoidance of doubt, this Clause does not permit the Client to cancel or extinguish an outstanding fixed contractual commitment under a fixed-price or fixed-term Offering or payment plan. Termination of participation or access shall remain subject to the Client's payment obligations under Sections 5 and 5A.

9.2. Voics reserves the right to immediately terminate or suspend access without notice if the Client violates any term of this Agreement, including but not limited to: non-payment, breach of confidentiality, harassment, unethical conduct, or reputational damage.

9.3. Upon termination, all access to shared materials, Slack channels, internal systems, templates, and proprietary frameworks will be immediately revoked.

10. Disclaimer of Results

10.1. Voics LLC does not and cannot guarantee specific business outcomes, revenue increases, lead generation volumes, or quantifiable results. Business growth depends on factors outside of our control. The conditional performance guarantee in Section 5B is a conditional refund undertaking only and does not constitute a guarantee, representation or warranty that any specific result will be achieved.

10.2. Programs and Services are educational, strategic, and operational in nature. They are designed to enhance execution and systems, but results are the responsibility of the Client.

10.3. Client agrees not to rely solely on any single recommendation or deliverable from Voics LLC for critical business decisions and waives liability for outcomes based on such decisions.

10.4. The failure to achieve any anticipated financial, commercial, operational, marketing, sales or other result shall not constitute non-performance by Voics LLC where Voics LLC has materially provided the Services forming part of the applicable Offering, and shall not by itself create any right to a refund, credit, set-off or release from payment obligations.

11. Legal Limitation of Liability

11.1. To the fullest extent permitted by law, Voics LLC and its affiliates shall not be liable for any indirect, incidental, consequential, or special damages arising from or related to the engagement, regardless of cause or theory.

11.2. The Client agrees that any liability arising from the engagement shall be limited to the amount paid by the Client for the most recent 30-day period of services rendered.

12. Force Majeure

Voics LLC shall not be held liable for any delay or failure to perform its obligations due to causes beyond its reasonable control, including but not limited to natural disasters, pandemics, political unrest, internet failures, strikes, or acts of government.

13. Dispute Resolution

13.1. If a dispute arises, the Parties agree to attempt to resolve it in good faith through private discussion.Where a dispute concerns an alleged failure of performance, refund request or payment obligation, the Client shall first comply with the applicable notice and cure procedure contained in Section 5 before commencing formal dispute-resolution proceedings, except where urgent relief is reasonably required or applicable law provides otherwise.

13.2. If resolution cannot be reached, the matter shall be submitted to binding arbitration under the laws of the State of Wyoming, in accordance with the rules of the American Arbitration Association.

13.3. Each party shall bear its own legal costs unless otherwise determined by the arbitrator.

14. Governing Law

This Agreement shall be governed by and construed under the laws of the State of Wyoming, United States of America, without regard to its conflict of laws principles.

15. Severability

If any portion of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect.

16. Entire Agreement

This Agreement constitutes the entire agreement between the Client and Voics LLC with respect to all Programs, Services, and Products. It supersedes all prior discussions, proposals, or communications, whether verbal or written.

17. Modifications

Voics LLC reserves the right to update or modify these Terms at any time. All Clients will be notified via email or internal platform. Continued engagement constitutes acceptance of the updated Terms.

By engaging with Voics LLC in any capacity, including but not limited to consulting, coaching, production, design, branding, content strategy, or community participation, you acknowledge and agree to be fully bound by these Terms of Service.