These Terms of Service (the "Terms of Service") constitute a legal agreement between Voltr, Inc., a Delaware corporation ("Voltr," "we," "us," or "our"), and the customer identified on the account registration page, which may be a natural person or an organization ("Customer," "you," or "your"). Voltr offers access to certain features of its website (the "Website") and its proprietary software-as-a-service offering (collectively with the Website, as updated and modified from time to time, the "Subscription Services") on the terms below. Voltr is willing to make the Subscription Services available to Customer only upon Customer's acceptance of these Terms of Service in their entirety. Please read carefully before checking the box marked "I agree" and creating an Account. If you do not agree to these Terms of Service, do not create an Account.
Subject to these Terms of Service and any limitations set forth on the Website, Voltr grants to Customer a nonexclusive, nontransferable, revocable, non-licensable limited right to access and use (the "Access Rights") the Subscription Services through the Website, solely for the internal business or non-profit purposes or personal use of Customer, and solely during the Subscription Term (defined below in Section 8.1). Voltr may, in its sole discretion, change or delete any part of the Subscription Services, including the web address through which Customer may access the Subscription Services.
To access the Subscription Services, Customer must create an Account by submitting all information requested by Voltr on the Website. Customer represents that all information provided to Voltr at any time during or after the Account creation process (the "Registration Information") will be true, accurate, complete, and current, and that Customer will promptly update its Registration Information as necessary. If you are not the Customer, you represent and warrant that you have the legal right to open this Account on behalf of Customer and that these Terms of Service constitute valid and binding obligations of Customer. To complete the registration process, you must be at least 18 years old.
The Website contains textual and graphical materials that describe the features, functions, and uses of the Subscription Services (the "Documentation"). Voltr may offer or limit certain features, functionality, and Customer rights on a differentiated basis among various subscription plans, levels, or packages described on the Website from time to time (each, a "Subscription Plan"). Access Rights and Fees may vary by Subscription Plan.
From time to time, Voltr may make certain features, integrations, workflows, or versions of the Subscription Services available on a beta, pilot, preview, invite-only, or early-access basis ("Beta Services"). Beta Services are pre-release offerings and may be incomplete, contain errors, be unavailable, change materially, or be discontinued at any time. Customer may use Beta Services only for evaluation and ordinary business testing, and not for mission-critical, regulated, or high-risk uses. Voltr makes no commitment to make any Beta Service generally available or to preserve any feature, workflow, data model, integration, or output from a Beta Service.
Beta Services are provided "as is" and "as available," without any warranty, support commitment, service level, uptime commitment, or indemnity obligation, to the maximum extent permitted by law. Customer is responsible for reviewing all actions, messages, recommendations, ads, creator selections, forecasts, and other outputs generated or enabled by Beta Services before relying on or using them. Voltr may suspend, limit, or terminate Customer's access to Beta Services at any time, with or without notice, including to protect Voltr, third-party platforms, creators, end customers, or other users.
During the private beta period, Voltr will provide access to the Beta Services without charge unless Voltr and Customer separately agree in writing to paid beta pricing. Free beta access will not automatically convert into a paid subscription unless Customer first receives the applicable pricing, billing frequency, renewal terms, and cancellation method, and affirmatively selects or accepts a paid Subscription Plan. Voltr may end, limit, or modify the free beta at any time, but Voltr will not charge Customer for continued access unless Customer has authorized payment under a paid Subscription Plan. Customer agrees that any feedback, suggestions, requests, bug reports, or recommendations relating to Beta Services may be used by Voltr without restriction or compensation, subject to Voltr's obligations regarding Customer Content and personal data.
The Subscription Services may be accessed and used only by Customer or individual employees and contractors authorized by Customer (each, an "Authorized User"), up to the maximum number permitted by Customer's selected Subscription Plan. Voltr may include functionality that grants Authorized Users administrative control over Customer's Account, including the ability to designate Authorized Users, set permissions, and revoke access. Customer will at all times be responsible for any breach of these Terms of Service by any Authorized User, whether or not such action was authorized by Customer, and any action taken by an Authorized User shall be deemed an action taken by Customer for purposes of compliance. Voltr may, at any time and without liability, suspend an Authorized User's access if Voltr reasonably believes such Authorized User has violated these Terms of Service.
During the Subscription Term, Voltr will host, operate, and maintain the infrastructure necessary to access and use the Subscription Services via the Website. Customer acknowledges that its and its Authorized Users' access depends on internet services. Customer is responsible for procuring and operating all computer systems, internet and telecommunications services, and other hardware and software required to access and use the Website. Voltr will not be responsible for any loss or corruption of data, lost communications, or other damage arising from such telecommunications, internet services, hardware, or software.
The Website, the Subscription Services (including all software code), the Voltr Content (defined below), Documentation, Analytics (defined below), and all content and materials that are not Customer Content or Creator Content (defined below), and all improvements, modifications, derivative works, or innovations made thereto and all Intellectual Property Rights therein (collectively, the "Voltr Materials") are, as between the parties, the exclusive property of Voltr, even if such improvements result from suggestions, enhancement requests, or feedback provided by Customer. Except for the Access Rights expressly granted herein and the license to the Voltr Content granted in Section 3.3, all rights are reserved by Voltr. These Terms of Service do not convey to Customer any rights of ownership or other Intellectual Property Right in the Voltr Materials. No right is granted to distribute, publish, modify, adapt, translate, or create derivative works of the Voltr Materials. Customer shall accurately reproduce all proprietary notices contained within the Voltr Materials. Voltr shall own all Intellectual Property Rights in any feedback, comments, or suggestions Customer or its Authorized Users provide regarding the Voltr Materials, and Customer hereby assigns all such rights to Voltr.
"Intellectual Property Rights" means the exclusive rights held by the owner of a copyright, patent, trademark, or trade secret, including (a) the rights to copy, publicly perform, publicly display, distribute, adapt, translate, modify, and create derivative works of copyrighted subject matter; (b) the right to exclude others from using, making, selling, offering to sell, and importing patented subject matter; (c) the rights to use marks as an indication of ownership, origin, affiliation, endorsement, or sponsorship; and (d) the rights to apply for any of the foregoing.
"Analytics" means information, data, statistics, metadata, inferences, interrelationships, or associations generated by or from the Subscription Services, or regarding Customer's or its Authorized Users' use of the Subscription Services. Voltr may create, collect, use, and disclose Analytics for industry analysis, benchmarking, analytics, marketing, model improvement, and other business purposes in support of the provision and improvement of the Subscription Services. Analytics will be in aggregate or anonymous form only and will not contain Customer Content or Creator Content.
Voltr's collection and use of Customer's and Authorized Users' personal information, and any data or Analytics relating to use of the Website or Subscription Services, is governed by the Voltr Privacy Policy, as it may be updated from time to time. A current copy is available on the Website.
To the extent Voltr processes personal data on behalf of Customer in connection with the Subscription Services, including Customer Content, Platform Data, creator data, Shopify or other e-commerce end-customer data, and other personal data processed at Customer's direction, the Voltr Data Processing Addendum ("DPA") applies and is incorporated into these Terms of Service by reference.
For personal data processed on Customer's behalf, Customer is the controller, business, or equivalent entity under applicable privacy law, and Voltr is the processor, service provider, contractor, or equivalent entity. Voltr may also process personal data as an independent controller/business for account administration, billing, security, fraud prevention, legal compliance, website analytics, service improvement, and other business purposes described in the Privacy Policy. If there is a conflict between these Terms of Service and the DPA with respect to the processing of personal data, the DPA will control to the extent of the conflict.
The Subscription Services may include, feature, integrate with, or link to information, data, content, websites, or services from third parties (collectively, "Third Party Services"). Customer acknowledges that (a) Voltr is not responsible or liable for, and makes no representations as to, any Third Party Services; (b) Voltr shall have no liability whatsoever in connection with any Third Party Services; (c) the availability, features, functionality, and terms applicable to any Third Party Services may change or be discontinued at any time, with or without notice, in the sole discretion of the applicable third party; and (d) Customer's use of any Third Party Services shall be governed by the terms of the applicable third party. All Third Party Services are provided "as is" and "as available," and Voltr makes no warranty of any kind, express or implied, including with respect to availability, completeness, correctness, accuracy, quality, or reliability.
The Subscription Services may require or allow Customer to connect third-party accounts, including TikTok, TikTok Shop, TikTok Ads, Meta Business, Instagram, Shopify, and other supported platforms, through OAuth, API keys, webhooks, or similar authorization methods ("Platform Connections"). By establishing a Platform Connection, Customer (a) authorizes Voltr to access, retrieve, receive, store, use, transmit, and otherwise process data from the connected platform as necessary to provide the Subscription Services requested by Customer; (b) represents that Customer has all rights, permissions, notices, and authority required to connect the relevant account and grant Voltr the requested access; and (c) acknowledges that Voltr may act on Customer's behalf and at Customer's direction when performing authorized actions through the connected platform, including sending outreach messages, managing collaborations, replying to comments, sending direct messages, creating or managing ads, retrieving performance data, and performing other actions made available through the Subscription Services.
Data obtained through Platform Connections, including creator profiles, content metrics, sales data, order data, advertising data, engagement data, OAuth tokens, permissions, and webhook payloads ("Platform Data"), will be processed only to provide, secure, maintain, troubleshoot, and support the Customer-authorized integration; to comply with applicable law; and as otherwise expressly permitted by the applicable platform terms, developer policies, and Customer's instructions.
Voltr will not sell Platform Data. Voltr will not use Platform Data to build unrelated profiles, target advertising outside the Subscription Services, train general-purpose artificial intelligence models, or serve another customer except in aggregated, anonymized, or de-identified form where permitted by applicable law and the applicable platform terms.
Customer acknowledges that third-party platforms may modify, limit, suspend, or revoke API access, webhook delivery, data availability, permissions, scopes, rate limits, or developer policies at any time. Voltr is not responsible for changes, outages, restrictions, or deletion requirements imposed by third-party platforms. Customer remains responsible for complying with the terms, policies, permissions, and legal obligations applicable to each connected platform.
If a third-party platform revokes Voltr's API access, suspends Voltr's developer account, sends a data deletion or redaction request, or updates its data use restrictions in a manner requiring deletion or restricted access, Voltr may delete, de-identify, restrict, or render inaccessible affected Platform Data, including Platform Data previously available to Customer through the Subscription Services. Voltr will use reasonable efforts to notify Customer where legally and contractually permitted.
Customer will safeguard, and ensure that all Authorized Users safeguard, the devices, computers, and networks used to access the Subscription Services and all login information, passwords, and security protocols ("Access Credentials"). Customer will notify Voltr immediately at contact@getvoltr.com upon learning of or suspecting any unauthorized use of Access Credentials, breach of security, or other actions that may adversely impact Voltr or Customer's computing environment. Voltr reserves the right, in its sole discretion and without liability, to take any action it deems necessary to ensure security, including terminating access, changing passwords, or requesting additional information.
Customer represents and warrants that (a) it has full power and authority to agree to these Terms of Service and to perform the obligations herein; and (b) the person agreeing to these Terms of Service on Customer's behalf has been duly authorized.
If Customer uses the Subscription Services on behalf of one or more clients, brands, merchants, creators, advertisers, or other third parties, Customer represents and warrants that it has authority to act on behalf of each such third party, connect its accounts, process its data, send outreach, manage campaigns, create ads, and provide instructions to Voltr. Customer is responsible for maintaining all required client authorizations, consents, notices, and agreements, and for ensuring that each client's use of the Subscription Services complies with these Terms of Service, applicable law, and applicable third-party platform terms.
Customer will not use data from one client, brand, workspace, or platform account for the benefit of another except as expressly authorized by the relevant client and permitted by applicable law and platform terms.
Customer shall, and shall ensure that its Authorized Users, comply with all Applicable Laws (defined below) in the use of the Subscription Services and shall not act outside the scope of the rights expressly granted. Customer will not, and shall ensure that its Authorized Users will not:
Compliance with these restrictions is an essential basis of these Terms of Service, and Customer agrees to reimburse Voltr for attorneys' fees and court or arbitration costs incurred in any proceeding in which a court or arbitrator finds that Customer or its Authorized Users have breached this Section 2.3.
Customer will not use the Subscription Services to create, send, facilitate, amplify, or optimize campaigns, messages, ads, or content that are unlawful, deceptive, misleading, infringing, discriminatory, harassing, abusive, or otherwise harmful. Customer is responsible for substantiating all product claims, performance claims, health claims, earnings claims, testimonials, endorsements, discounts, offers, and advertising messages used in connection with the Subscription Services.
Customer may not use the Subscription Services for campaigns involving age-restricted, regulated, or high-risk products or services, including alcohol, tobacco, nicotine, cannabis, CBD, controlled substances, supplements, medical products, financial products, gambling, political content, weapons, adult content, counterfeit goods, or other restricted categories, unless Customer has obtained Voltr's prior written approval and Customer's use complies with all applicable laws, platform policies, advertising rules, and age-gating or consent requirements.
Customer is responsible for ensuring that all creator outreach, endorsements, testimonials, paid partnerships, gifted-product campaigns, affiliate campaigns, and advertising comply with the Federal Trade Commission Endorsement Guides, CAN-SPAM, TCPA, applicable state consumer protection laws, platform branded-content policies, and all other applicable laws and rules.
For commercial email, direct message, or similar outreach sent through the Subscription Services, Customer is responsible for using accurate sender identity, reply-to information, subject lines, brand disclosures, offer terms, opt-out instructions, and physical mailing address information where required by law. Voltr may add, preserve, or require unsubscribe links, suppression lists, throttling, platform limits, or other compliance controls and may refuse to send messages that Voltr reasonably believes could violate law, platform rules, or deliverability standards.
Voltr may review, throttle, block, suspend, or terminate any campaign, workflow, message, ad, integration, or account that Voltr reasonably believes may violate this section, applicable law, third-party platform terms, or Voltr's legal, security, or platform compliance obligations.
Customer covenants and agrees that it will, and will ensure that its Authorized Users will, comply with all applicable laws, rules, regulations, and guidelines that govern or relate to use of the Subscription Services, including consumer protection, marketing, privacy, and data security laws, as well as industry-specific rules that may apply to the marketing of certain products (collectively, "Applicable Law"). Customer specifically acknowledges its obligation to comply with the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, the California Consumer Privacy Act (CCPA/CPRA), and other federal and state consumer protection statutes that may apply to its outreach campaigns and use of personal data. As between Customer and Voltr, it shall be Customer's responsibility to ensure that all activities facilitated by the Subscription Services comply with all Applicable Laws.
Customer further acknowledges that Voltr is the technical sender of automated outreach messages transmitted through the platform. Voltr retains independent compliance obligations under applicable anti-spam, telemarketing, and consumer protection laws. Customer agrees to cooperate with Voltr to ensure such compliance and to indemnify Voltr for any liability arising from Customer's direction of outreach campaigns in violation of Applicable Law.
Customer and its Authorized Users may upload, post, transmit, and make available to the Subscription Services certain information, data, and other content (collectively, the "Customer Content"), as well as certain Creator Content. Customer hereby grants to Voltr a non-exclusive, royalty-free license to access, use, copy, distribute, and publicly display the Customer Content and Creator Content as set forth in the Documentation and as otherwise necessary or useful in connection with its provision of the Subscription Services to Customer.
Content created by third-party creators and tracked, downloaded, or managed through the Subscription Services ("Creator Content") remains the intellectual property of the respective creators. Customer is responsible for obtaining all necessary rights, licenses, and permissions to use Creator Content, including for content amplification and paid advertising purposes. The Subscription Services may download and store Creator Content server-side for tracking, analytics, and amplification purposes. Customer acknowledges that (a) Voltr stores Creator Content on Customer's behalf and at Customer's direction; (b) Customer is responsible for ensuring it has the legal right to store, use, and amplify such content; and (c) Voltr may delete stored Creator Content upon termination of Customer's Account or Subscription Term.
The Subscription Services use artificial intelligence to generate personalized outreach messages, recommendations, and other content based on the Customer Content and Creator Content (the "Voltr Content"). Voltr grants to Customer a worldwide, royalty-free, non-sublicensable, and non-transferable license to use the Voltr Content for its internal business or personal purposes. Customer understands that the Voltr Content may contain errors, inaccuracies, or inappropriate suggestions, and Customer is solely responsible for monitoring and reviewing the Voltr Content for appropriateness, adherence to Applicable Law, and usefulness prior to any use. The Voltr Content together with the Creator Content and the Customer Content shall be referred to herein as "Content."
Customer is solely responsible for the Content, including with respect to its accuracy, quality, and conformity with Applicable Law. Customer represents, warrants, and covenants that, during the Subscription Term, it has and will have the legal right and authority to provide Voltr with access to, use of, and license to the Customer Content and the Creator Content, and such access, use, and license will not cause a breach of any third-party agreement, violate any right of a third party, or any Applicable Law. Customer represents, warrants, and covenants that the Customer Content and the Creator Content:
Voltr has no obligation to monitor any Content. Voltr does, however, reserve the right to monitor Content and further reserves the rights to remove or refuse to transmit any Content, to disclose Customer's name, contact information, and other information to any third party who claims that any Content violates any rights of a third party, and to terminate or suspend Customer's or any Authorized User's access to all or part of the Subscription Services.
The platform may surface publicly available personal data about creators who are not Voltr account holders and have not directly consented to Voltr's processing of their information. Customer acknowledges that this data is subject to applicable privacy laws, including the California Consumer Privacy Act (CCPA/CPRA) and other U.S. state privacy statutes. Customer agrees to use creator data solely for lawful purposes consistent with the permissions granted by the applicable third-party platform and applicable privacy law. Customer may not use creator data to discriminate unlawfully, to contact creators through channels not permitted by the applicable platform, or in any manner that violates their privacy rights.
Customer will not knowingly use the Subscription Services to identify, profile, contact, recruit, contract with, or advertise through creators under the age of 18 unless Customer has obtained all legally required consents and approvals, including any required parent or guardian consent, and the activity is permitted by applicable law and the relevant third-party platform's terms and policies.
If Voltr becomes aware that creator data relates to a minor and continued processing is not permitted by applicable law, platform policy, or Customer's documented authorization, Voltr may delete, restrict, or render inaccessible the affected data. Creators, parents, or guardians may contact Voltr using the process described in the Privacy Policy or Data Deletion Instructions.
If Customer connects a Shopify or other e-commerce store to the platform, Customer may provide Voltr with access to data about its end customers (i.e., individuals who have purchased from Customer's store). End-customer personal data carries heightened privacy obligations under applicable law and is distinct from Customer's merchant-level business data. Customer represents and warrants that it has the legal authority to share end-customer data with Voltr and that doing so is consistent with Customer's own privacy disclosures to those customers. Voltr will handle end-customer data solely to provide the services described herein and will not use it for independent purposes.
Voltr's ability to access creator data through third-party APIs (including TikTok, TikTok Shop, TikTok Ads, Meta, Instagram, and Shopify) is subject to the respective developer policies and data use restrictions of those platforms. Customer's right to use data accessed through Voltr is expressly conditioned on compliance with those third-party data use restrictions, as updated from time to time. Voltr does not grant any rights to use third-party platform data beyond what those platforms expressly permit. If a third-party platform revokes Voltr's API access, suspends Voltr's developer account, or issues a data deletion request, Voltr will delete or render inaccessible any data obtained through that platform's API within 7 days of receiving the request via the contact method described in our Data Deletion Instructions, including data previously made available to Customer through the platform. Voltr will notify Customer of any such revocation where reasonably practicable.
Voltr provides for data retrieval functions of all Customer Content. It is Customer's responsibility to retrieve all Customer Content prior to the Termination Date (defined below). Upon Customer's written request made within thirty (30) days of the Termination Date, Voltr will provide Customer with an export of Customer's data in a commonly used format, subject to technical feasibility. After the Termination Date, Voltr will delete Customer Content and stored Creator Content within ninety (90) days, except where retention is required by Applicable Law or necessary to resolve disputes. Customer agrees that Voltr has no responsibility or liability for the deletion or failure to store any Customer Content after the deletion period.
Any third party, including a creator, that owns Intellectual Property Rights ("IP Rights Owner") or any agent authorized to act on the IP Rights Owner's behalf who has a good faith belief that any Content or other content on the Website infringes an IP Rights Owner's Intellectual Property Rights may report such concern by sending notice to contact@getvoltr.com with subject line "Notice of Infringement." Voltr reserves the right to terminate any Customer's Access Rights if such use infringes the Intellectual Property Rights of another or if Voltr determines that such party is a repeat infringer.
If any Customer, Authorized User, or third party believes that any content on the Website constitutes copyright infringement, such party must provide Voltr's designated DMCA agent ("DMCA Agent") with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyrighted work; (b) an identification of the copyrighted work and the location on the Website of the allegedly infringing work; (c) a written statement that such party has a good faith belief that the disputed use is not authorized by the owner, its agent, or the law; (d) the submitting party's name and contact information, including telephone number and email address; and (e) a statement by the submitting party that the information in the notice is accurate and, under penalty of perjury, that the submitting party is the copyright owner or authorized to act on the copyright owner's behalf.
Copyright or infringement notices may be sent to Voltr at contact@getvoltr.com with the subject line "Notice of Infringement." If Voltr designates a DMCA agent with the U.S. Copyright Office, Voltr will publish the designated agent's contact information on the Website.
In consideration for the rights granted hereunder, Customer will pay to Voltr the fees for the Access Rights, the applicable Subscription Plan, and for any other services as set forth on the Website (the "Fees"). Except where required by applicable law or expressly described in Section 4.4, all Fees are nonrefundable, and Fees will be paid in U.S. dollars monthly or annually as selected, in advance, and exclude all Taxes (defined below). Customer represents and warrants that it has the right to use any payment card or other means of payment provided to Voltr for payment of the Fees. By providing payment card information, Customer authorizes Voltr and its third-party service providers to use and store the card as a payment method for all purchases made through the Website. Customer agrees to provide current, complete, and accurate purchase and billing information for all purchases. Voltr reserves the right to change pricing with thirty (30) days' notice.
Unless otherwise stated, the Fees do not include any applicable sales, use, value-added, or similar taxes assessable by any local, state, provincial, federal, or foreign jurisdiction (collectively, "Taxes"). Customer is responsible, and Voltr shall have no liability, for all Taxes applicable to Customer's purchases hereunder. Voltr may, in its sole reasonable determination, conclude it is legally required to collect and remit such Taxes to a taxing jurisdiction on behalf of Customer. In such an event, Voltr may charge or invoice Customer for such Taxes, and Customer shall pay Voltr the amount of Taxes, unless Customer provides Voltr with a valid tax exemption certificate.
Voltr may offer free trials, promotional periods, pilot pricing, beta pricing, or other limited offers. Unless Voltr states otherwise in writing, a free trial or promotional offer is available only once per Customer and may be modified or discontinued at any time.
If Customer is required to provide payment information for a free trial or promotional period, Voltr will disclose the applicable paid Subscription Plan, billing frequency, price, renewal terms, and cancellation method before charging Customer. Unless Customer cancels before the free trial or promotional period ends, Customer's subscription will automatically convert to the paid Subscription Plan selected or disclosed during signup, and Customer authorizes Voltr and its payment processors to charge Customer's payment method for the applicable Fees and Taxes. Free beta access will not automatically convert into a paid subscription unless Customer first receives the applicable paid terms and affirmatively selects or accepts a paid Subscription Plan.
Paid subscriptions automatically renew for successive monthly or annual periods, as selected by Customer, unless cancelled before the renewal date. Customer may cancel renewal through the in-product cancellation flow, including Settings > Subscription & Billing where available, or by contacting Voltr at contact@getvoltr.com. Where required by law, Voltr will provide an online cancellation method that is simple and at least as easy to use as the online signup method. Cancellation takes effect at the end of the then-current paid billing period. Customer remains responsible for all Fees incurred before cancellation takes effect.
Voltr will provide signup acknowledgments, renewal notices, receipts, cancellation mechanisms, and other subscription notices as required by applicable law. Voltr may change pricing or plan terms by providing at least thirty (30) days' advance notice, except where a longer notice period is required by law.
Monthly plan Fees are nonrefundable after any free trial or promotional period ends, except where required by applicable law or where Voltr determines there was a duplicate charge, billing error, unauthorized transaction, or service availability issue warranting a refund.
For annual plans, Customer may request a refund within thirty (30) days after the first paid annual subscription charge by contacting contact@getvoltr.com. If Voltr approves an annual refund, Voltr may calculate the refund by subtracting the then-current monthly list price for each month or partial month of access used from the annual Fees actually paid and refunding the remaining balance. After that thirty (30) day window, annual refunds are discretionary and may use the same calculation. Taxes, payment processor fees, and third-party costs may be nonrefundable to the extent they are not recovered by Voltr or where refunding them is not required by applicable law.
The Subscription Services and the Voltr Content are provided "as is" and "as available." Voltr makes no representations or warranties, whether express, implied, or statutory, regarding the Subscription Services, the Voltr Content, or otherwise with respect to the subject matter of these Terms of Service, and expressly disclaims the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement of third-party rights, as well as any warranty arising from course of dealing or usage of trade. Voltr does not warrant that defects will be corrected or that the Website is free of viruses or other harmful components.
Voltr shall not be responsible for ensuring and does not represent or warrant that (a) the Subscription Services or the Voltr Content will meet Customer's business or personal requirements; (b) the Subscription Services or the Voltr Content will be error-free or uninterrupted or that the results obtained from their use will be accurate or reliable; or (c) all deficiencies in the Subscription Services or the Voltr Content can be found or corrected. Voltr will not be responsible for loss or corruption of data caused by acts within the control of Customer or any Authorized User. Voltr does not warrant that third-party APIs upon which the platform relies will remain available.
Customer shall indemnify, defend, and hold harmless Voltr, its affiliates, employees, contractors, officers, and directors (the "Voltr Indemnified Parties") from and against any and all damages, costs (including reasonable attorneys' fees), and other liabilities suffered by the Voltr Indemnified Parties arising from any and all claims, demands, suits, and other proceedings brought by a third party (each, a "Claim") arising from (a) an allegation that the Customer Content or the Creator Content violates or infringes the Intellectual Property Rights or privacy rights of, or has otherwise damaged, a third party; (b) a breach by Customer or its Authorized Users of these Terms of Service; (c) Customer's use of the Voltr Content; (d) the Creator Content or the Customer Content; or (e) any failure or alleged failure of Customer or its Authorized Users to comply with any Applicable Law in connection with use of the Subscription Services, including in connection with outreach campaigns directed by Customer.
To the maximum extent permitted by applicable law, in no event shall Voltr's aggregate liability arising out of or related to these Terms of Service, or providing the Subscription Services, whether arising under statute, contract, tort, or under any other theory of liability, exceed the greater of (a) the amounts actually paid by Customer to Voltr during the twelve (12) months prior to the date on which such claim or cause of action arose, or (b) one hundred U.S. dollars ($100). The foregoing limitations are cumulative and not per incident and shall apply even if the non-breaching party's remedies under these Terms of Service fail of their essential purpose.
To the maximum extent permitted by applicable law, in no event shall Voltr have any liability to Customer or any other person for any loss of actual or anticipated profits, loss of business, loss of, damage to, or corruption of data, loss of use, cost of procurement of substitute goods or services, or for any indirect, special, exemplary, incidental, punitive, or consequential damages, however caused, whether arising under statute, contract, tort (including negligence), or any other theory of liability, whether or not the party has been advised of the possibility of such damage.
These Terms of Service become effective upon the date on which Customer accepts these Terms of Service (the "Effective Date") and shall remain in effect until the Termination Date (defined below) (the "Subscription Term").
Customer's Access Rights to the Subscription Services will expire and terminate upon the earliest of the following (the "Termination Date"): (a) such date as set forth on the Website during the registration process; (b) such date as Voltr provides notice to Customer of such termination, for any or no reason, including without limitation its cessation of providing the Subscription Services on a commercial basis; or (c) such date as Customer provides notice to Voltr of such termination, for any or no reason, including through the Website or by failing to timely pay the Fees.
Customer's and its Authorized Users' right to access and use the Subscription Services shall terminate immediately upon the expiration or termination of the Subscription Term, and Voltr will delete Customer Content and stored Creator Content within ninety (90) days after the Termination Date, except where retention is required by Applicable Law or necessary to resolve disputes. Voltr reserves the right to maintain Analytics within and on the Subscription Services after the Termination Date. Customer shall remain liable for any Fees or other costs incurred prior to such expiration or termination. Any provisions of these Terms of Service that by their nature should continue after the Subscription Term will continue to apply, including without limitation Sections 1.6 (Proprietary Rights; No Implied Licenses), 1.7 (Analytics), 1.9 (Third Party Services), 1.10 (Platform Connections), 2.2 (Representations), 3 (Content), 5 (Disclaimer), 6 (Indemnification), 7 (Limitation of Liability), 8.2 (Termination), 8.3 (Effect of Termination; Survival), and 9 (General).
Voltr may not issue a press release identifying Customer or publicly announce Customer's use of the Subscription Services without Customer's prior written consent.
Unless Customer opts out by contacting contact@getvoltr.com, Voltr may identify Customer as a Voltr customer and use Customer's name and logo in customer lists, sales materials, and on Voltr's website, provided that Voltr's use is consistent with Customer's brand guidelines and does not imply endorsement beyond Customer's use of the Subscription Services.
Notwithstanding the foregoing, Voltr will not publicly identify any Customer as a private beta, pilot, or early-access customer without Customer's prior written consent.
These Terms of Service shall be governed and construed in accordance with the laws of the United States and the State of Delaware, without giving effect to conflicts-of-law principles. With respect to any disputes or claims not subject to arbitration, Customer agrees to submit to the personal jurisdiction of the state and federal courts located in the State of Delaware. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms of Service.
Customer and Voltr agree that any dispute, claim, controversy, or demand that relates to or arises from these Terms of Service or the Subscription Services, other than any dispute relating to the Intellectual Property Rights of Voltr or arising under Section 6, will be determined by mandatory binding individual (not class) arbitration. Customer and Voltr further agree that the arbitrator shall have the exclusive power to rule on its own jurisdiction, including any objections with respect to the existence, scope, or validity of any provision of these Terms of Service or to the arbitrability of any claim or counterclaim. Notwithstanding the above, Customer and Voltr both agree that neither waives or limits the right to (a) bring an individual action in a U.S. small claims court or (b) bring an individual action seeking only temporary or preliminary individualized injunctive relief in a court of law, pending a final ruling from the arbitrator.
Except for disputes that qualify for small claims court, all disputes, claims, controversies, or demands that relate to these Terms of Service or our Subscription Services, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, will be resolved through final and binding arbitration before a neutral arbitrator instead of in a court by a judge or jury, and Customer agrees that Voltr and Customer are each waiving the right to sue in court and to have a trial by a jury. Customer agrees that any arbitration will take place on an individual basis; class arbitrations and class actions are not permitted, and Customer hereby agrees that you may not and will not participate in a class action or representative action, as a plaintiff or class member in any such action.
Unless both Customer and Voltr agree, no arbitrator or judge may consolidate more than one person's claims or otherwise preside over any form of a representative or class proceeding. The arbitrator may award 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. If a court decides that Applicable Law precludes enforcement of any of this paragraph's limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.
Either Customer or Voltr may start arbitration proceedings. Any arbitration between Customer and Voltr will take place under the Consumer Arbitration Rules of the American Arbitration Association then in force, as modified by these Terms of Service. Customer and Voltr agree that the Federal Arbitration Act applies and governs the interpretation and enforcement of this provision. Any arbitration hearings will take place in Wilmington, Delaware. A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail, Federal Express, UPS, or Express Mail (signature required), or by email ("Notice"). Any such Notice to Voltr shall be delivered to contact@getvoltr.com or by certified mail to: Voltr, Inc., c/o Wyrick Robbins Yates & Ponton LLP, 4101 Lake Boone Trail, Suite 300, Raleigh, NC 27607, Attn: Allie Coggins. The Notice must (1) describe the nature and basis of the claim or dispute and (2) set forth the specific relief sought. Customer and Voltr agree to use good faith efforts to resolve the claim directly, but if no agreement is reached within thirty (30) days after the Notice is received, Customer or Voltr may commence an arbitration proceeding. All documents and information disclosed in the course of the arbitration shall be kept strictly confidential.
If any provision of these Terms of Service is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms of Service will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by Applicable Law.
Any waiver or failure to enforce these Terms of Service on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
Except as set forth in Section 9.3 above, all notices by Voltr to Customer under these Terms of Service shall be made by email to the email address provided by Customer during the registration process, and all notices to Voltr by Customer shall be made by email to contact@getvoltr.com. All notices shall be effective upon receipt by the party to which notice is given. Customer may change its address for receipt of notice by updating its account contact information on the Website.
To the maximum extent permitted by Applicable Law, these Terms of Service and the Registration Information constitute the entire agreement between the parties as to its subject matter, and supersede all previous and contemporaneous agreements, proposals, or representations, written or oral, concerning the subject matter of these Terms of Service. Customer acknowledges that its agreement hereunder is not contingent upon the delivery of any future functionality or features. No terms or conditions stated in any other Customer order documentation shall be incorporated into or form any part of these Terms of Service, and all such terms or conditions shall be null and void.
Voltr may, in its sole discretion, amend or modify these Terms of Service from time to time. For material changes, Voltr will provide at least thirty (30) days' advance notice via email or in-platform notification before the changes take effect. Continued use of the Subscription Services after the effective date constitutes acceptance of the updated Terms of Service. If Customer does not agree to the updated terms, Customer must stop using the Subscription Services before the effective date.
Voltr may engage subcontractors to act on Voltr's behalf in connection with its provision of the Subscription Services, including processing Customer Content, provided that Voltr is responsible for such subcontractors' acts and omissions in relation to its obligations under these Terms of Service.
Customer may not assign, delegate, or otherwise transfer these Terms of Service, or its rights and obligations herein, without obtaining the prior written consent of Voltr, and any attempted assignment, delegation, or transfer in violation of the foregoing will be void ab initio. These Terms of Service will be binding upon the parties and their respective successors and permitted assigns.
Any delay in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of these Terms of Service if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, pandemic, epidemic, internet or telecommunications outages, third-party platform service interruptions or API revocations, or any other event beyond the control of such party, provided that such party uses reasonable efforts to notify the other party of the cause of such delay and to resume performance as soon as possible.
Voltr's relationship to Customer is that of an independent contractor, and neither party is an agent or partner of the other. Neither party will have, and will not represent to any third party that it has, any authority to act on behalf of the other.
The titles of the sections of these Terms of Service are for convenience of reference only and are not to be considered in construing these Terms of Service. Unless the context clearly requires otherwise: (a) references to the plural include the singular, the singular the plural, and the part the whole; (b) "or" has the inclusive meaning frequently identified with the phrase "and/or"; (c) "including" has the inclusive meaning frequently identified with the phrase "including but not limited to"; and (d) references to "hereunder," "herein," or "hereof" relate to these Terms of Service as a whole. The parties agree that these Terms of Service shall be fairly interpreted in accordance with their terms without any strict construction in favor of or against either party, and that ambiguities shall not be interpreted against the drafting party.
For questions about these Terms, legal notices, DMCA / infringement notices, or security issues, contact contact@getvoltr.com.