Terms Of Service

Version Effective Date: April 1, 2024

This Terms of Service Agreement (the "TOS") is a binding agreement between you, whether you are a college/university, a school district, public or private school or other entity or individual ("You" or “Your”) and Charmtech Labs LLC ("Company") for use of the Capti mobile application (“App”), captivoice.com website ("Site"), the servers where the Site, computer files, and your data are stored, including without limitation by use through an API (collectively, the "Services"). By creating an account or accessing or using the Services, You hereby accept and agree to be bound by the terms of these TOS. If you represent an organization, you agree to subscribe for the right to permit a certain number (up to the licensed number) of your students, parents, teachers, staff, and school administrators (as applicable, the “Authorized Users”) to whom the Company or its affiliates (“Us” or “We”) have provided a user ID and password to access and utilize particular Services (each such service, a “Service”). In the event of a conflict between your order of Services (“Order”) under which You have agreed to make your subscription and these TOS, the conflicting term(s) of these TOS shall prevail, unless You and We expressly state in a subsequent written document that You and We intend that the conflicting terms of your Order prevail over the conflicting terms of these TOS.

IF YOU DO NOT AGREE TO THESE TERMS, THE COMPANY IS UNWILLING TO LICENSE USE OF THE SERVICE TO YOU. YOU AGREE THAT YOUR USE OF THE SERVICE ACKNOWLEDGES THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

All amended terms automatically take effect 10 days after they are initially posted on this Site. Your use of the Services following the effective date of any modifications to this agreement will constitute your acceptance of the TOS, as modified. You agree that notice on the Site of modifications is adequate notice.

SOLE AND EXCLUSIVE JURISDICTION FOR ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THIS TOS SHALL BE IN AN APPROPRIATE STATE OR FEDERAL COURT LOCATED IN ERIE COUNTY, STATE OF NEW YORK AND THE PARTIES UNCONDITIONALLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL.

1 Content of your purchase agreement

This agreement, under which You are using our Services or subscribing for the right to permit your Authorized Users to access and utilize particular Service (this "Agreement”), consists of (a) your Order(s) in which the specific Services to be provided, the school(s) to whom the Services are to be provided, the period during which the Authorized Users shall have the right to access and utilize the identified Services, pricing, and other details and terms are specified; (b) these TOS, together with our Privacy Policy and (c) any additional written document that You and We enter into regarding the Services. Your Order and these TOS contain the entire Agreement and understanding regarding our provision of the specified Services to You and your Authorized Users, and supersede all prior oral and written agreements between You and Us regarding the subject of this Agreement, if any. In the event that any of the terms set forth in this Agreement are held invalid, illegal or unenforceable, all of the remaining terms of this Agreement will remain in effect.

We reserve the right to amend, remove or add to these TOS at any time. Please check this page periodically for any modifications. Your continued use of Services provided by The Company shall signify your acceptance of the then-current TOS.

2 Term of this agreement

Except as provided in the following sentence and unless stated otherwise in your Order, this Agreement shall commence on the date of the account activation or the date on which You execute your Order (the “Subscription Start Date”) and shall conclude on account deactivation (the “Subscription End Date,” and such period between the Subscription Start Date and Subscription End Date constituting “the Term”).

3 Description of service

The Services may include any one or combination of the following products, depending on Your subscription.

Capti Higher Ed
Capti Accommodate
Capti Personal with optional premium plan, one-time purchase or subscription individual TTS voices, and Capti Coins for OCR and ASR
Capti Assess, which includes ETS ReadRoutix, ETS ReadBasix, ETS ReadAuthentix
Capti Advance, which includes Phonics Boost, STARI, Reading Exercises, Fluency
Capti Research

4 License grant

Effective as of the date of your Order for any of the Services noted in Section 3, Your appropriate Authorized Users are granted a limited, non-transferable, non-sub-licensable, non-exclusive, personal license (revocable in the event of breach) to access and utilize the applicable Services that You have subscribed for the right to access and utilize, solely as permitted by this Agreement, during the Term. The term “appropriate” here means that Services intended for use by individual users may be accessed and utilized by the Authorized User, Services intended for use by students may be accessed and utilized by any Authorized User, and that Services intended for use by teachers, staff, and school administrators may only be accessed and used by Authorized Users functioning in those roles.

The foregoing notwithstanding, We will not be obligated to provide any Service to any Authorized User who has not agreed (i) to our Privacy Policy and (ii) to comply with our Terms of Use. We reserve the right to change our Privacy Policy and Terms of Use at any time without prior notice.

We will charge You for each Service You subscribe for or product you purchase based on the number of permitted users or “Licensed Seats” You elect for that Service and the applicable license pricing for the Service.

To allow You additional flexibility in Your use of the Services for appropriate purposes, We may permit Authorized Users in excess of the then-current number of Licensed Seats You have already subscribed for that Service (“Additional Users”).

From time to time during the Term, We will compare the number of Authorized Users You have provided with access to a Service with the number of Licensed Seats You have subscribed for that Service. If the number of Authorized Users exceeds the number of Licensed Seats You have subscribed for the Service, We will notify You in writing and invoice You for the Additional Users We have identified through Our comparison. We will work with You to resolve promptly any question or issue You may have regarding the number of Additional Users We have identified or the associated additional Service fees We have invoiced for those Additional Users. You are responsible for all activities conducted under your Authorized User logins and for their compliance with these TOS.

5 Reservation of rights; Restrictions on use; Content disclaimer

Every aspect of each Service, including its underlying concepts, methodologies, processes, formats, specifications, other know-how, site layout, design, images, programs, text, forms and other information (collectively its “Content”), is solely our property and the property of our licensors. You receive no rights to or interest in any Content other than the rights conferred upon You by Section 4 of these TOS. All Content is protected by copyright and other intellectual property laws, and nothing herein grants You any ownership interest in any Content or any right with respect to any Content other than those rights expressly granted in Section 4 of these TOS.

You and your Authorized Users may not permit any third party whom We have not provided a user ID and password to access or utilize any Service.
You and your Authorized Users may not copy, modify, translate, decompile, disassemble, reverse engineer, or otherwise attempt to discover the source code of any software used to provide any Service or permit any other party to do so. Content may not be merged with any other service or software, or be adapted or modified in any way, by anyone.
You and your Authorized Users may not (a) copy, reproduce, publish, distribute, modify, transfer or in any way commercially exploit any part of the Content, (b) mirror the Content on any other server, (c) create any derivative works, (d) attempt to avoid, circumvent, or disable any security device, procedure, protocol, or mechanism that may be established with respect to the Content or (e) delete, alter, cover, or distort any copyright, trademark, or other proprietary rights notice placed on or in the Content.
You and your Authorized Users may not use any Service in a manner that includes any service bureau use, outsourcing, renting, reselling, sublicensing, concurrent use of a single Authorized User login, or time-sharing of such Service.
You and your Authorized Users may not use any Service in a manner that is contrary to applicable law, sanctions, or restrictions on sale, or in violation of any third-party rights of privacy or intellectual property rights.
You and your Authorized Users may not use unauthorized modified versions of any Service, including (without limitation) for the purpose of building a similar or competitive product or service or for the purpose of obtaining unauthorized access to such Service.
You and your Authorized Users may not engage in systematic retrieval of Content from the Services to create or compile, directly or indirectly, a collection, compilation, database or directory of any kind without our written permission. You may not use any robots, spiders, crawlers or other automated downloading programs or devices to search any Content, harvest personal information, or cause disruption to the Service.
You and your Authorized Users may not publish, post, upload or otherwise transmit any Content that contains any viruses, Trojan horses, worms, time bombs, corrupted files or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any systems, data, personal information or property of another.
You and your Authorized Users may print or download Content for your own personal educational use, provided such Content is clearly made available to be printed or downloaded, and provided, further, You keep intact all copyright and other proprietary notices.
You and your Authorized Users should review the governing licensing restrictions associated with any Content or content or materials in the Service(s) designated as “open”, OER, or available for public use, before using any such content or materials. We do not grant you rights of any kind to use such content or materials outside of the Service.
You and your Authorized Users may be permitted to upload third-party content for use with the Service(s) (“Service Uploads”). You represent and warrant that prior to providing any upload You will have all necessary rights to provide the Service Uploads, and that your Service Uploads will not infringe any third-party rights, including any intellectual property or proprietary rights. You grant The Company the right to make your Service Uploads available to users in the same manner and to the same extent as the Content provided in the applicable Service. Additional terms and options for Service Uploads may be presented through the applicable upload interface available with the Service which shall be in addition to, and not instead of, these TOS.

The Company shall have the right, but not the obligation, to remove any Content at any time.

6 Comments

During the Term, You, through your employees and agents or directly, may contribute certain ideas, comments, criticisms, and suggestions for improvements, modifications, and other changes to the Services (including with respect to associated Content) (collectively, “Comments”). You agree that We may use, modify, and incorporate these Comments as and when We see fit and will own all rights to such Comments as incorporated into our Services.

7 Payment terms

Payments from individual users are processed immediately. Payment of the amounts set forth on each invoice for an education account shall be due within thirty (30) days of the date of the invoice. In the event that timely payment is not received, We shall have the right to deny You and your Authorized Users access to the Services until payment in full is received, without limitation or waiver of any other right or remedy available under these TOS or at law.

8 Taxes and TAX related obligations

The rates and charges for Services may not include, and You acknowledge that You are responsible for, any sales, use, excise, gross receipts, personal property, privilege, and value added tax liabilities and any other duties or other transaction taxes or charges imposed by any governmental entity for products and Services provided under this Agreement, excluding only taxes based solely on our net income. You shall hold Us harmless from all claims and liabilities arising from the failure to pay any such taxes, including penalties, interest, duties, tariffs or charges. You will promptly reimburse Us for any and all taxes, assessment, permits and fees that We may be required to pay in connection with this Agreement or its performance.

You acknowledge that contemporaneous documentation (e.g., exemption certificate, etc.) is critical to ensure that appropriate tax treatment is afforded and You agree to provide Us with the required documentation in a timely manner.

9 Teacher and administrator preparation

You will require the teacher of each class of students utilizing a Service to be familiar with its use before the teacher permits students, parents, and administrators to access and utilize the Service.

We provide implementation planning and unlimited product training sessions, whether online or on-site after your Order date. All training and professional development sessions, whether online or on-site, must be completed before the end of the period indicated in Your Order. Such session(s) shall not “roll over” to a subsequent period and You will not be entitled to a refund for such unused sessions. All training sessions, whether online or on-site, not scheduled by You within the appropriate time frame as described in this paragraph shall be treated as having been duly provided by Us. Confirmed training sessions may be postponed and rescheduled without charge only upon seventy-two (72) hours’ prior notice. Training sessions canceled or postponed on less than seventy-two (72) hours’ prior notice shall be treated as having been duly provided by Us.

We may make additional training opportunities available from time to time, on a selective basis. The reasonable and verifiable costs of participation in such events, as well as any associated travel costs, are included in the cost of the Services.

10 Digital millenium copyright act compliance

We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Services infringes your copyright, you may request removal of those materials (or access to them) from the applicable Site by submitting written notification to our copyright agent (designated below). In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the service are covered by a single notification, a representative list of such works from the service; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Company to locate the material; (iv) information reasonably sufficient to permit Us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted; (v) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; (vi) a statement that the information in the notification is accurate; and (vii) under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective. Upon removing any allegedly infringing material, we will notify the alleged infringer of such takedown. Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability. It is our policy to terminate the accounts of repeat infringers, in accordance with the DMCA. Our designated copyright agent or authorized official to receive notifications and counter-notifications of claimed infringement is: Attn: Legal Department PO Box 896, Buffalo, NY 14205 and Email: info@captivoice.com.

11 Email communications

You hereby authorize Us to send electronic mail to You, your teachers and school administrators for the following purposes:

delivering Professional Development and similar materials to your teachers and administrators; and
advising You of changes or additions to our Services or about any of our Services.

12 User conduct

You agree that these TOS are reasonable and appropriate, and shall undertake reasonable measures to assist Us in enforcing such TOS. Derogatory, harmful or unlawful conduct is not permitted on any Services. Your Authorized Users are not permitted to upload, distribute through, or otherwise publish any content which is libelous, defamatory, obscene, pornographic, threatening, invasive of privacy or publicity rights, abusive, illegal or otherwise objectionable that would constitute or encourage a criminal offense, violate the rights of any party violate any law, or otherwise violate the Code of Conduct or any other provisions of these TOS.

13 Termination

We may terminate this Agreement immediately for default if You fail to cure all material defaults in performance within five (5) business days of receipt of our written notice of Your default(s) (other than breach of Your payment obligations, for which We may terminate this Agreement immediately). No sooner than one (1) year after You accept these TOS, We may terminate this Agreement on at least sixty (60) days prior written notice.
You may terminate this Agreement by (a) providing Us with no less than thirty (30) days prior written notice or (b) ceasing all access to our Services for six (6) months or longer.
Immediately upon the termination or expiration of any of Your Order or this Agreement You and Your Authorized Users shall immediately cease use of all Services subscribed for under that Order.

14 Changes to services and these TOS

We are constantly innovating in order to provide the best possible instructional solutions to our customers’ Authorized Users. You acknowledge and agree that the form and nature of the Services may change from time to time without prior notice to You. You further acknowledge that We may stop (permanently or temporarily) providing any features or may add new features within any Services at our sole discretion without prior notice to You.

Furthermore, We reserve the right to change these TOS at any time. We will make a reasonable effort to inform you about any material changes to these TOS. However, it is your responsibility to check these TOS periodically for changes. Your continued use of any of our Services, now or after the posting of any changes to these TOS, means that you accept the modified TOS.

15 Links to other service

Our Services may contain hyperlinks to other service or resources that are provided solely for the convenience and information of your Authorized Users. We are not responsible for the availability of external service or resources linked, and do not endorse and are not responsible or liable for any content, advertising, products, or other materials on or available from, or policies employed by, such service or resources. We make no representations as to the quality, suitability, accessibility, functionality, or legality of any Service to which links may be provided. Accordingly, You should review the terms and conditions and privacy policies of each linked site, as its policies may differ from ours. If your Authorized Users decide to access linked third-party content and Service, they do so at their own risk.

16 Confidentiality

“Confidential Information” shall mean any and all non-public proprietary business, technical, and operational information disclosed by one party to the Agreement to the other party, including by or through its respective employee, agent, contractor, or representative, during the Term of this Agreement or in connection with correspondence or negotiations culminating in this Agreement, provided such information is clearly marked as “proprietary” or “confidential” or is of such nature that a person would reasonably understand the information to be of a confidential or proprietary nature.

Each party agrees to secure and protect the Confidential Information of the other in a manner consistent with the maintenance of the other party’s rights therein, using at least as great a degree of care as it uses to maintain the confidentiality of its own confidential information of a similar nature, but in no event less than reasonable efforts. Each party agrees to hold the Confidential Information of the other party in confidence, not to disclose it to others or use it in any way, commercially or otherwise, except as authorized in writing by the disclosing party or in performance of its obligations under this Agreement.

Notwithstanding the Company’s Privacy Policy, Confidential Information of a party shall not include information which: (i) is as of the time of its disclosure or thereafter becomes part of the public domain, with the exception of Personally Identifiable Data, through a source other than the receiving party and without claim or challenge by the disclosing party to such public disclosure; (ii) was rightfully known to the receiving party as of the time of its disclosure; (iii) is independently developed by the receiving party without reference to or reliance on Confidential Information of the disclosing party; or (iv) was received by the receiving party from a third party without any confidentiality obligation owed to the disclosing party. Notwithstanding a party’s obligations hereunder, it may disclose the other party’s Confidential Information if it the party is required to disclose such Confidential Information pursuant to a duly authorized subpoena, court order, or government authority, whereupon the party subject to same shall provide prompt written notice to the other party prior to such disclosure, so that such other party may seek a protective order or other appropriate remedy.

17 Security

The Company maintains an information security policy to comply with various regulatory and business requirements. This security policy is intended to protect sensitive and confidential data stored, accessed, or transmitted by our software platform, including its applications, components, infrastructure, and underlying code.

The Company has designed a risk assessment program to assess the organization’s enterprise-level risk at least annually or upon significant changes to the system environment. This program is designed to identify and assess threats to and vulnerabilities in systems and in service.

The Company implements reasonably appropriate technical and organizational safeguards to ensure the protection of sensitive information. Employees of the Company are required to read and accept the terms of a confidentiality agreement upon hire that states they are prohibited from disclosing any company data from the systems and system components to which they have access.

The Company maintains control access to restrict private information to permissioned users. These users are required to abide by their assigned responsibilities related to their elevated access.

The Company has established a Data Handling, Retention, and Disposal Program intended to manage information in accordance with applicable laws, regulations, policies, and standards. This program establishes a formal data retention schedule and implements a data classification standard to ensure the confidential data is secured.

The Company retains sensitive and confidential data only for as long as necessary to fulfill its purposes unless otherwise required by law or to meet legal and client contractual obligations or as otherwise provided in our Privacy Policy.

The Company maintains a vulnerability management program to ensure the confidentiality, integrity, and availability (CIA) of the organization’s information systems landscape, which includes all critical system resources. The program includes internal and external scans, penetration testing, and issue remediation for the purposes of identifying, detecting, classifying, prioritizing, remediating, validating, and continuously monitoring vulnerabilities. The Company conducts independent third-party penetration tests at least annually on any systems with Confidential data or with a critical risk rating to identify security vulnerabilities.

18 Data ownership and location of services

You will own personally identifiable data You provide to us. The Services and Content are provided from, and all data are stored on, servers located in the United States. You acknowledge and agree that we may provide the Services and Content, and store all data, in this manner. If you use the Services from a region of the world with laws governing data collection and use that differ from those of the United States, then you acknowledge and agree that you are responsible for compliance with local laws, if and to the extent local laws are applicable.

19 Warranties and disclaimer; Limitation of liability; Indemnification

We warrant that We have the full authority to grant the rights granted to You herein. EXCEPT FOR THE FOREGOING EXPRESS WARRANTY WE DISCLAIM ANY AND ALL WARRANTIES WITH RESPECT TO ANY CONTENT OR SERVICE PROVIDED HEREUNDER, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OR UTILITY OF CONTENT, EFFECTIVENESS OF ANY SERVICE IN IMPROVING ANY STUDENT SKILL OR CAPABILITY, OR NONINFRINGEMENT, AND ANY WARRANTY THAT ANY SERVICE WILL BE ERROR-FREE, AVAILABLE AT ALL TIMES OR WITHOUT INTERRUPTION. EXCEPT FOR THE FOREGOING EXPRESS WARRANTY, EACH SERVICE IS PROVIDED “AS IS” AND WITH ALL FAULTS, AND YOU UNDERSTAND THAT YOU ARE ASSUMING ALL RISKS OF THE SERVICE’S USE, QUALITY, AND PERFORMANCE.
IN NO EVENT SHALL EITHER YOU OR WE, INCLUDING EITHER OF OUR DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES OR AGENTS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR COVER DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR USE, INCURRED BY EITHER YOU OR US OR ANY THIRD PARTY, EVEN IF YOU OR WE, AS THE CASE MAY BE, HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL WE BE RESPONSIBLE OR LIABLE FOR ANY INJURY THAT MAY BE ATTRIBUTED TO THE CONTENT OF COMMUNICATIONS TRANSMITTED BY MEANS OF A SERVICE BY ANY PERSON OTHER THAN OUR EMPLOYEES OR AGENTS. OUR TOTAL LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT FOR ANY REASON SHALL BE LIMITED TO DIRECT DAMAGES UP TO THE TOTAL AMOUNT OF FEES YOU PAID DURING THE TERM OF YOUR WRITTEN ORDER OR AGREEMENT. THE FOREGOING LIMITATIONS APPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, NEGLIGENCE AND OTHER TORTS. IN NO EVENT SHALL WE, INCLUDING OUR DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS AND OUR LICENSORS BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH THE USE OF OR RELIANCE ON ANY CONTENT OR ANY SERVICE. To the extent that We may not as a matter of applicable law disclaim an implied warranty, the scope and duration of such warranty will be the minimum permitted under such law.
FURTHER, IN NO EVENT SHALL WE, INCLUDING ANY OF OUR DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS, OR LICENSORS BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH THE USE OF OR RELIANCE ON ANY SERVICE OR CONTENT PROVIDED HEREUNDER TO YOU OR TO ANY AUTHORIZED USER.
We agree to indemnify and defend You and your employees and agents from and against any action, claim, demand, or liability, including reasonable attorney’s fees and costs, arising from or relating to a claim that the technology platform underlying a Service provided to You hereunder infringes upon the copyright of a third party. If any such Service is held to infringe, or if in our opinion, such a claim is likely to occur, We may, at our sole option and expense, either: (i) procure for You and your Authorized Users the right to continue using the Service in question; or (ii) replace or modify the infringing Service Elements so that they become non-infringing as long as functionality is not materially and adversely affected. If neither alternative (i) nor (ii) is reasonably available, then We may terminate your license to access and utilize the allegedly infringing Service. The preceding sentences in this bullet states our entire liability and obligation, and your exclusive remedy, for infringement.
To the extent permitted by law, You shall indemnify, defend and hold harmless Us and our parent, affiliates, successors and assigns and their respective officers, employees and agents from and against any and all liabilities, claims, demands, losses, damages, costs and expenses, including reasonable attorneys’ fees, related to or arising out of Your use of the Services, except to the extent that such claim is subject to Our indemnification obligations hereunder.

20 General

Nothing in this Agreement shall cause the relationship between You and Us to be anything other than that of independent contractors. None of your and our actions under this Agreement shall be joint, and You and We have not formed, and shall not form, a joint venture to perform any of our respective obligations hereunder. The failure of either party to require performance of any part of these TOS shall not be deemed a waiver of any present or future right. Modifications of this Agreement shall be binding only if in writing and signed by an authorized representative of both You and Us. The rights and obligations of each party established herein are intended for the sole use and benefit of each of the parties and no one else. Accordingly, these TOS confers no rights upon any third party. Except for payment obligations, neither party shall be responsible for any delay or failure in its performance to the extent such delay or failure is caused by causes beyond a Party’s reasonable control. You may not assign this Agreement without our prior written consent, and any attempted assignment of this Agreement without such consent shall be null and void. All notices, including notices of address changes, required to be sent hereunder shall be in writing and shall be deemed to have been given when mailed by registered or certified mail, postage prepaid to You at the address set forth in Your Order, and to Us at PO Box 896, Buffalo, NY 14205 Attn: Chief Executive Officer, or to You or Us at such other address as You or We may designate in writing from time to time. The following Sections shall survive the termination or expiration of this Agreement: 1, 5 – 8, 12, and 15 – 20.

This Agreement shall be governed by and construed in accordance with the substantive laws of the State of New York, USA, without regard to its principles of conflict of laws. You and We each agree that sole and exclusive jurisdiction and venue for any action or litigation relating to this Agreement shall reside with a federal or state court located in the State of New York.

21 Our contact information

Charmtech Labs LLC
PO Box 896, Buffalo, NY 14205
888-533-7884
info@captivoice.com