These are the terms and conditions that apply when a Company signs up for our language learning product on our Order Form for Corporate Customers. We call Companies who sign up for our product in this way “Corporate Clients” or just “Clients.”

Please note that these terms and conditions only apply to Corporate Clients not to language schools, educational institutions, government bodies, distributors, resellers, or channel parties, with whom we enter into different agreements that address their specific needs.

These terms and conditions apply for Order Forms between Clients and any of Voxy’s affiliated entities, except for those based in Brazil or Chile, to whom specific Terms and Conditions are applicable.

We have a digital platform and content for language learning that we call our “Product”. Clients can access it through non-exclusive licenses we call “Seats”. Each Seat is for one person (we call them “Learners”), and Clients can transfer them from one Learner to another, subject to certain conditions described below. Seats can only be used by one Learner at a time.

Learners must be at least 14 years old and can only be people who work for the Client (or one of its affiliates) and their family members. Clients can’t sell or give Seats to anyone outside their own organization. We reserve the right to revoke access to our Product for Clients (and their Learners) who don’t follow these rules.

A Seat cannot be registered to more than one Learner at any time or transferred more frequently than once every 90 days unless the relationship between Client and Learner ends (in which case the Seat can be transferred to another Learner even if it has been less than 90 days since the last transfer of that Seat).

Learner’s use of the licenses, platform and services is subject to Voxy’s Terms of Use, accessible at https://voxy.com/terms-of-use

Learners begin having access to the platform on the “Launch Date”.
Each Order Form indicates a Launch Date.
For timely launch, Voxy requires Clients to provide all necessary information and available times for Onboarding Meetings sufficiently in advance of the scheduled Launch Date.. Voxy will notify Client as to the specific types of information needed and how far in in advance of the Lauch Date Voxy needs such information, as the necessary information and time period may vary based on various Client-specific factors.
If a Client’s launch does not happen on time because Client could not provide the necessary information sufficiently in advance or is not available for Onboarding Meetings, the Launch Date in the Order Form will still be considered the effective Launch Date.
However, if the launch does not happen on time for any reason caused by Voxy, the Launch Date will be the day Learners first have actual access to the Platform.

Each Order Form also indicates the “License Term.” The License Term begins on the Launch Date and each of the Seat licenses covered by the Order Form is valid from Launch Date until the last day of the License Term.

The agreement between Voxy and Client goes into effect when the Client signs a first Order Form for the Product. Clients may request additional Order Forms, to acquire more Seats or add-on products and services or to extend the term of Seats or other products and services previously ordered. The Agreement remains in effect for as long as there is an unexpired Order Form in place and terminates on the expiration date of your last active Order Form.
Unless either party gives written notice of termination to the other party at least 60 days before the end of the then-current term of an Order Form, the Order Form will automatically renew for successive one-year terms. Prices may vary on renewals.

If either party wants to terminate the Agreement, they can do so for cause with immediate effect if (a) the other party materially breaches the Agreement and doesn’t fix the issue within 60 days of receiving written notice, or (b) the other party becomes bankrupt, insolvent, or goes through any similar action. When the Agreement ends, all Order Forms (and, consequentially) all access to Seats will be terminated and any unused items will expire.

If the termination of an Order Form is requested by the Client without cause or if an Order Form is terminated by Voxy for cause (as described above), we won’t refund any amounts paid, and you will still need to pay the full amount of any fees provided for in the Order Form that haven’t already been paid.

If Voxy terminates an Order Form without cause, or if the Client terminates an Order Form for cause based on one of the reasons above, Voxy will reimburse amounts paid (or charge outstanding payments) proportionally to the remaining term of the Seats covered by the Order Form.

In the case of any termination of an Order Form or the Agreement, any contractual provisions intended to survive termination will still apply.

We may suspend the access to the Seats in case of late payments delayed for more than 30 days of their original due date. Access will be reinstated after all then-due payments have been made, but the duration of the suspension will not extend the termination date of any Order Form.

We may also suspend access to one, some or all Seats in case of justifiable suspicion of irregular or unlawful use of Seats or behavior by one or more of Client’s Learners.

Voxy provides online language lessons with certified foreign language teachers that can be included in certain Product Packages or purchased separately as “Hours of Private Classes”. Hours of Private Classes must always be related to valid Seats. Hours can only be used by Client’s active Learners and cannot be transferred or resold to anyone who is not a Client’s Learner. Hours must be assigned to active Learners and related to a valid Product Package.

Monthly Hours are equally distributed among Client’s Learners at launch and expire at the end of each month. Unused monthly hours cannot be carried over to the following month, and monthly hours cannot be transferred between Learners except from deactivated Learners to new Learners.

Annual Hours are distributed at the discretion of the Client among its Learners throughout their one-year validity period, which starts on the Launch Date. Annual Hours expire after the one-year validity period and unused Annual Hours cannot be carried over to the following year.

Group Classes can be booked up until the start of the class and can be cancelled up until the start of a class. If a Learner books a group class, but doesn’t join nor cancel booking, the class will count as used by the Learner, especially if it has limited availability.
Private Classes or Private Coaching have a 24-hour scheduling and cancellation policy. This means that the Learners should schedule their appointment at least 24 hours in advance (although they may sometimes be available on shorter notice). If the Learner needs to cancel an appointment, that must be done at least 24 hours in advance to reschedule. If cancellation is done with less than 24 hours’ notice or Learner fails to show up, the feature will count as used, especially if it has limited availability.

The Seat fees include Services and Support such as Product hosting, Product updates, and bug fixes that are generally available to all of Voxy’s clients, and specified on the Order Form. If you require additional services and/or support, they will be billed at Voxy’s standard hourly rates, unless otherwise agreed in writing.

Your Order Form may indicate that some of all the products and services acquired by you will be provided by associated third parties and may be subject to specific Terms and Conditions. When that is the case, your Order Form will be explicit about it and will guide you to the applicable rules.

Client is responsible for timely paying all per-Seat fees and fees for Hours of Private Tutoring, as well as any other services listed on the Order Form by the due date specified. These fees are non-refundable and cover the minimum number of Seats and Hours for the specified term of the Order Form. If the Client requires any additional services or Products beyond what is listed on the Order Form, they will be invoiced proportionally, and payment is due within 30 days of the invoice date. Clients may appoint representatives to sign following Order Forms in order to increase, change or renew the term of services. All fees are to be paid in United States Dollars unless otherwise specified on the Order Form.

If fees or any other amounts are not received by the due date, the balance will accrue interest at a rate of 1.5% per month (or the maximum rate allowed by law, if lower) until paid. All fees and amounts must be paid in full without any deductions or withholding of taxes imposed by governmental authorities.

The prices indicated on the Order Forms do not include taxes, duties, or other government charges. All invoices will be paid by you without reduction for any sales tax, VAT, or other taxes. You are responsible for paying all Taxes related to the products and services we provide, except for taxes based on our net income. If we are required by law to pay any taxes on your behalf, we will invoice you for the appropriate amount. However, if you have a valid tax exemption certificate, you can provide it to us and we won’t charge you taxes.

The rights to all patents, copyrights, trademarks, trade secrets, and any other form of intellectual property recognized in any jurisdiction, including those used by Voxy to provide the Product, Seats, and Services and Support (collectively known as “Voxy IP”), belong solely to Voxy. You agree not to copy, modify, create a derivative work of, reverse engineer, decompile, disassemble, reverse engineer, recreate or attempt to discover the Voxy IP in any way. You also agree not to delete, alter, cover, or distort any of Voxy’s patent, copyright, trademark, or other proprietary rights notices. Certain names or logos used by Voxy, including “Voxy” and the Voxy design logo (known as the “Voxy Marks”), are service marks or trademarks of Voxy. The “look” and “feel” of the Product and Voxy’s website, including color combinations, button shapes, layout, design, and all other graphical elements, are also protected by Voxy’s trademarks, service marks, and copyrights. As long as you are a Client, you are granted a non-exclusive, royalty-free license to use the Voxy Marks, but only as necessary for you to exercise your rights and perform your obligations under this Agreement. Your use of the Voxy Marks will be on behalf of Voxy, and you agree that Voxy retains ownership of these marks. Likewise, Voxy is granted a non-exclusive, royalty-free license to use your trademarks, service marks, names, and logos, but only as necessary for Voxy to perform its obligations under this Agreement. Voxy agrees that its use of your marks will be on behalf of you, and that you retain ownership of these marks.

Your business with Voxy may include the requirement for Voxy to create specific Pedagogical Content under your request (check the Order Form to see if this service in included). In general, Voxy will produce such Pedagogical Content according to your requirements (theme, topics, level, etc); and these contents will be made available to the general public of Voxy Learners.

If the Pedagogical Content to be created is based on your internal and proprietary documents and materials (v.g., text, image, audio, or video content), your authorization for Voxy to use the your proprietary material to create the pedagogical content is implied by the submission of the material.

In such cases, Voxy will make the Exclusive Pedagogical Content available only to users linked to the Client. The exclusive pedagogical material will not be made available by Voxy to other Learners.

Voxy will observe and maintain the confidentiality of the documents and materials submitted for the creation of the Exclusive Pedagogical Content, and will only share them with the people directly involved in the development and approval of the Exclusive Pedagogical Content, as needed. However, the Exclusive Pedagogical Content may be accessed by Voxy employees for various purposes.

The confidentiality of the documents and materials submitted will survive for a period of 5 years from the date of submission to Voxy.

The intellectual property of the documents and materials submitted by the Client will remain the property of the Client (or of whom it previously belonged) and Voxy will not use it for any other purpose. Voxy may request you to present proof of your Intelectual Property or license of the material you have submitted, before or after the creation of the Pedagogical Content.

When Voxy creates content for you, the Intellectual Property and the Copyright of that Pedagogical Content is still owned by Voxy, subject to the restrictions on its use as described herein. You will not be able to use the pedagogical content outside the platform provided by Voxy, nor reproduce, distribute, communicate to the public, assign, modify, adapt, translate, transform, or commercially exploit the content without our express written authorization. Your rights to use the pedagogical material will cease upon termination of the contractual relationship between you and Voxy.

Voxy is proud to have you as a client, and you should also be proud of offering Voxy’s solutions to your teams. You may use our name and our logo (which we will provide you in appropriate files as requested) to publicize that you use our services. We’d also like to mention you as our client, in marketing materials, such as in our websites or publicity material. Unless otherwise indicated on the Order Form, you authorize us to use your name and logo for such purposes, provided we will not make any claim or statement on your behalf. We may also ask your personnel and/or representatives to make statements, provide interviews in video, audio and/or writing, but your approval of those will be required on each occasion.

We take the protection of your data seriously. “Client Data” means any personally identifiable information related to you or your Learners, that we collect in order to provide you and your Learners with access to the Product. “Usage Data” means all data about how you and other Clients, and your and other Clients’ Learners are using the Product. Your Client Data belongs to you and will not be used for any other purpose than to provide you with the Product. We own and may use Usage Data for our own purposes, but the Usage Data will never identify you or any of your Learners.

We take data protection and privacy seriously, and we use industry-standard measures to keep your data safe. You can find out more about how we protect your data in our Privacy Policy, which you can find on our website at https://voxy.com/privacy-policy

We understand that each of us may provide the other with certain information that may be confidential and proprietary. This includes information about our or your business, products, and plans that we each may learn during the term of this Agreement. This type of information is called “Confidential Information.” We will each make every effort to keep this information confidential and not disclose it to any third party without the other’s written consent, unless required by law. We will each use the same level of care to protect each other’s Confidential Information as we do for our own confidential information. This obligation will continue even after the Agreement ends. However, information that is already publicly available or obtained from a third party without restrictions will not be considered Confidential Information under this Agreement.

Both parties confirm that they have the necessary legal authority to enter into and perform this Agreement without violating any other obligations or laws. HOWEVER, NEITHER PARTY PROVIDES ANY OTHER REPRESENTATIONS OR WARRANTIES BEYOND WHAT IS STATED IN THIS AGREEMENT INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ERROR-FREE OR UNINTERRUPTED SERVICE, AND INCLUDING ALL IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. Each of us acknowledges that the Product and services provided by us may encounter delays, errors or other problems inherent to the use of the internet or electronic communications, and neither party is responsible for such problems or damages that may result from them.

NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, BUSINESS, OR DATA.  Other than for a claim by Voxy for unpaid fees, the total amount of damages for which either party may be liable under this Agreement will not exceed the total amount paid by the Client to Voxy in the 12 months preceding the claim. This limitation of liability is an essential part of the Agreement, and it will remain valid even after the termination of the Agreement.

Voxy and Client are independent contractors and not in a partnership, joint venture, or agency relationship. Neither party will be considered in default of this Agreement if their performance is delayed or prevented by force majeure events, such as natural disasters, war, epidemics, or internet outages. This Agreement is governed by the laws of the State of New York, USA, excluding its principles relating to conflicts of laws, and is not governed by the United Nations Convention on Contracts for the International Sale of Goods. The parties consent to the exclusive jurisdiction of the federal and state courts located in New York County, New York. This Agreement has been signed in English and the English version will prevail over any translation. This Agreement represents the entire agreement between the parties and may only be amended in writing signed by both parties. Failure to enforce any term or waiver of any breach does not prevent subsequent enforcement. All notices must be in writing and sent to the addresses listed on the Order Form or by email to legal@voxy.com. This Agreement may be signed in counterparts or electronically and may not be assigned by the Client without the prior written consent of Voxy, except for reorganizations, mergers, consolidations, or sales of all or substantially all of the Client’s stock or assets. If a court finds any provision of this Agreement unenforceable, the remainder of the Agreement will still be valid.

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