Effective Date: Dec 16, 2025

Entity: VoxDash Inc., federally incorporated in Ontario, Canada

Jurisdiction: Ontario, Canada

Hello and welcome. We appreciate that you are taking the time to read this Terms of Service document (the “Terms”). These Terms explain how VoxDash works, what you can expect from us, and what we expect from you when you use the Site and Services. By using VoxDash, you agree to be bound by these Terms. If you do not agree, you must not use the Services.

These Terms cover VoxDash.com (“this Site”, “Site”, or “we”). This Site is owned by VoxDash Inc. (“VoxDash”). These Terms apply to your access to and use of this Site. Please read our Terms of Service carefully, as it contains important information regarding your legal rights, remedies, and obligations. These include limitations, exclusions, and indemnities.

VoxDash, including its subsidiaries and affiliates, requires that all visitors to this World Wide Web site owned, operated, licensed, and controlled by VoxDash adhere to the following Terms of Service. For the purposes of these Terms of Service, this “Site” includes all the web pages related to the site, excluding any links to third-party sites.

By accessing and using the Site, you indicate your acknowledgement and acceptance of these Terms of Service. If you do not agree with these Terms of Service, you should not use the Site. The term “you” or “your” refers to the user or viewer of the Site. VoxDash may change, suspend, or discontinue any aspect of the Site at any time, including the availability of any feature, database, or content.

VoxDash may also impose limits on certain features and services and/or restrict your access to parts or all of the Site without notice or liability of any kind. The Terms of Service of a VoxDash client's service agreement for any portion of the Site will control in the event of any provisions that may conflict with these Terms of Service. The VoxDash Copyright Policy is incorporated into these Terms by reference and governs ownership, licensing, and permitted use of all materials uploaded to or generated by the Platform.

Notice of Limitations. These Terms include important limitations of liability and warranty disclaimers. Please review Sections “Limitation of Liability” and “Disclaimer” carefully before using the Site or Services.

These Terms contain multiple provisions that address related subject matter from different perspectives. Such provisions are intended to reinforce each other. Where a specific provision governs a particular circumstance and a general provision addresses the same subject more broadly, both apply to the extent consistent, and any apparent conflict is resolved in favor of the interpretation that affords greater protection to VoxDash.

1.Definitions

The following terms have specific meanings in these Terms of Service. Words not defined here have their ordinary commercial meaning. Definitions are provided for reference only and do not create any additional obligations or warranties beyond those expressly stated elsewhere in these Terms.

Account means a registered profile used to access VoxDash Services.

Advanced Voice-Based Research and Data Collection means VoxDash tools that enable client-initiated, AI-assisted call flows or recordings when connected to a client’s telephony stack. VoxDash does not place calls and does not supply contact lists.

Agreed Liability Cap means, with respect to any Client, the maximum aggregate monetary liability of VoxDash arising out of or relating to these Terms, the Site, or the Services, which is limited to the lesser of: (a) the total Fees actually paid by the Client to VoxDash during the three (3) months immediately preceding the event giving rise to the claim; or (b) one thousand Canadian dollars (CAD $1,000). For Clients using free, trial, beta, unpaid, or promotional plans, the Agreed Liability Cap is zero.

Agreement means the contract formed by these Terms of Service and any documents incorporated by reference, including the Privacy Policy and any Service Agreement.

AI Tools means VoxDash features that generate, summarize, code, classify, transcribe, or analyze content using artificial-intelligence models. Outputs are probabilistic and must be reviewed with professional judgment.

Analysis or Output means any table, chart, visualization, metric, coded dataset, report, or similar result produced using VoxDash.

API Key: A credential issued by VoxDash that authorizes automated access to the Platform. Automated access without a valid API Key is prohibited.

Application means the cloud software provided by VoxDash that Clients access after login.

Audio Recordings means any audio captured during calls initiated or conducted via the Platform, including respondent speech, interviewer speech, background audio, or any incidental personally identifiable information that may be disclosed during such calls.

Author means a Client who has been granted permissions within an Organization or Data Project to create or edit content.

Beta Features (beta) means any pre-release, trial, or experimental module of VoxDash provided for evaluation. Beta Features are offered “as is” without warranty and may be changed or discontinued at any time.

Billing Contact means the individual identified by a Client as responsible for payment and billing communications.

Business and Enterprise Accounts means all active, non-discounted, non-trial accounts held by organizations or institutions under the Business, Business Plus, or Enterprise plans that are current on all payments and in full compliance with these Terms. These accounts are governed by the terms applicable to Business and Enterprise Accounts.

Client (or Customer or User) means any individual who registers an Account on VoxDash and accepts these Terms. Every registered person is a Client and a contracting party. Each Client receives a personal Organization upon registration and may create, join, or administer additional Organizations. All actions performed by a Client – whether in their personal Organization, in another Client’s Organization, or as a data provider – are governed by this Agreement. “Client,” “Customer,” and “User” refer to the same individual person in these Terms.

Client Data (or Customer Data) means all data, files, datasets, documents, configurations, or other materials that a Client uploads to the Services or intentionally submits or processes within their own Account, including any Personal Information contained in such materials. Client Data excludes User Interactions, Vendor Content, Marketplace Content, Public Archive Content, Derived Data, and any data, metadata, or materials supplied by VoxDash or accessed, licensed, or downloaded through the Marketplace, Public Archive, or other VoxDash-provided modules. For clarity, Client Data does not include any datasets, polls, metadata, or other content that a Client accesses, licenses, or downloads from the Marketplace or that is supplied by VoxDash or a Vendor for licensing or subscription through the Platform. VoxDash may store, process, analyze, test, and use Client Data to operate, maintain, secure, create, enhance, and develop the Services and related technologies, consistent with these Terms. Such processing does not imply any review, validation, approval, editorial control, or endorsement of Client Data.

Company means VoxDash Inc., the provider of the Application and Site.

Commercially Reasonable means any action, effort, timeframe, or standard that VoxDash determines in its sole discretion to be appropriate for operating, maintaining, securing, improving, or supporting the Services, taking into account VoxDash’s technical architecture, resource constraints, risk assessments, and business priorities. Commercially reasonable efforts do not require VoxDash to incur material expense, re-engineer systems, delay product development, modify roadmap commitments, or adopt any external benchmark, industry practice, or standard unless VoxDash elects to do so.

Consent means any permission required by law to contact an individual, including express consent under TCPA, CRTC, GDPR, or similar regimes. The Client is responsible for obtaining and documenting Consent.

Contact List (or Sample) means a list of phone numbers or contacts uploaded or referenced by a Client for use with Advanced Voice-Based Research and Data Collection. The Client is responsible for all applicable consent and telecommunication-law compliance.

Content means any information, data, text, software, scripts, graphics, audio, video, and interactive features made available through the Services, including Client Data, Marketplace Content, Public Archive Content, and User Interactions. Content excludes Third-Party Services unless expressly stated.

Controller and Processor have the meanings given in applicable data-protection laws. Depending on the nature of the processing activity, the Client may act as a Controller, and VoxDash may act as a Processor when processing Personal Information solely on the Client’s documented instructions. For all other processing activities described in these Terms, including account management, security, analytics, aggregation, de-identification, creation or use of Derived Data, and operation or improvement of the Services, VoxDash acts as an independent Controller.

Data Project means a structured group of Datasets, metadata, and documentation managed within VoxDash as a single research project record.

Data Provider (or Data Project Owner) means a Client who uploads data through the Services becomes the Data Provider and Owner of the corresponding Data Project. A Client may be an Owner in some Data Projects and a non-owner participant in others. Owners may grant access rights – including Owner, Organizer, or Catalog roles – to other Clients, user groups, or email domains.

Dataset means a raw or prepared file or data source that a Client uploads or connects to in order to generate an Analysis.

Derived Data means any data, information, content, insight, model, or output generated by VoxDash through the processing, aggregation, analysis, or transformation of any data accessible to it, including de-identified or synthetic data. Derived Data is VoxDash’s property for all legal and ownership purposes.

Document means any saved project, dashboard, export, or page that contains or presents an Analysis created in VoxDash.

DOI (or Persistent Identifier) means a stable reference identifier assigned to a Dataset or Data Project for citation and metadata-registration purposes. A DOI refers to a registration entry, not a guarantee of continued hosting, accessibility, or preservation of the underlying Dataset. VoxDash may update, redirect, limit, or withdraw DOI resolution metadata at its discretion in accordance with its curation and acquisition policies.

Download Data means records generated by VoxDash when a Dataset, poll, or User Upload is accessed, viewed, exported, downloaded, or retrieved. Download Data may include timestamps, account identifiers, IP addresses, and file identifiers. Download Data is VoxDash property and may be used to operate, secure, maintain, improve, and audit the Services.

Effective Date means the date on which a Client first accepts these Terms or first uses the Services, whichever occurs earlier.

Fee (or Subscription Fee) means amounts payable for access to VoxDash Services, features, or tiers, as priced on the Site or as agreed in a Service Agreement. Fees are exclusive of taxes unless stated otherwise.

Free and Consumer Accounts means SaaS tiers designed for individual Clients rather than institutional procurement.

Governing Law means the law and courts identified in these Terms of Service.

Intellectual Property Rights means all rights recognized under law in patents, copyrights, trade secrets, trademarks, and similar forms of proprietary ownership.

Linking and Logo Policy means the rules governing how third parties may link to the Site and use VoxDash names or marks.

Marketplace means the module of the VoxDash Platform that enables publication, licensing, trade, or subscription access to datasets, polls, or related metadata. VoxDash is not a party to any license terms drafted, selected, or imposed by Vendors or Subscribers, and has no obligation to enforce, interpret, or validate any such license terms.

Notification Email Address means the primary contact email address associated with the Client’s Account, as designated or updated by the Client from time to time. The Client is solely responsible for ensuring that the Notification Email Address is current, valid, and actively monitored. VoxDash may rely on the Notification Email Address for all notices, communications, and disclosures under these Terms, regardless of whether the Client actually receives, opens, or reads such communications. Any delivery failure resulting from an invalid, outdated, or unmonitored Notification Email Address does not affect the validity or effectiveness of any notice.

Organization means a workspace within the Services that a Client creates or joins. A Client may assign Organization Roles to other Clients within that Organization, including Admin, Editor, Analyst, or other roles defined in the Services.

Organization Roles (Admin, Editor, Analyst) and other Organization roles are permission levels within a specific Organization. These roles determine functional access but do not alter the Client’s legal obligations or status under these Terms.

Personal Information means any information about an identifiable individual contained in Client Data or otherwise processed through VoxDash, as described in the Privacy Policy, to the extent such information is submitted by the Client.

Platform (or Services) means the hosted VoxDash software and related features described in these Terms, including any modules enabled for a Client.

Privacy Policy means VoxDash’s privacy policy, which is referenced in and incorporated into these Terms.

Publish or Published means making a Dataset, poll, or other User Upload publicly accessible through the Services or Marketplace, including through indexing by search engines or APIs. Publication does not require VoxDash review or approval and creates no obligation for VoxDash to monitor published materials. VoxDash may display, cache, index, or distribute Published Submissions as necessary to operate the Services.

Respondent means any individual who participates in a survey, interview, poll, or other research activity whose data, responses, or Audio Recordings are captured in a Dataset or Data Project processed through the Services.

Restricted Submission means any Dataset, poll, or User Upload that a Client or Vendor designates as subject to specific license terms, access restrictions, or usage limitations. Where a Client drafts or selects custom license terms for a Restricted Submission, VoxDash is not a party to those terms and has no responsibility to enforce, interpret, or validate them.

Service Agreement means a separate written agreement or order form executed between VoxDash and a Client that governs specific services. If there is a conflict, the Service Agreement controls for those services.

Site means the VoxDash website and any web pages that link to these Terms of Service.

Subscriber means any Client who purchases or is granted access to a Vendor Subscription Product through the Platform.

Third-Party Service means any external service or integration a Client connects to VoxDash, such as authentication, storage, analytics, or telephony.

Unpublished Submission means a Dataset, poll, or User Upload that has been uploaded to an Account but has not been made publicly accessible or indexed. Unpublished Submissions are visible only to the Client and any other Clients the Client has granted access rights to.

Updates mean any changes VoxDash makes to these Terms or the Platform as permitted under the “Updates to our Terms of Service” and “Changes to and Operation of Site” sections.

Usage means the period and extent of a Client’s access to the Application and Services under their Account.

User means a Client when acting within the Services, including within any Organization the Client has created or joined. Organization roles such as Admin, Editor, Analyst, or Catalog determine functional permissions only and do not create a separate legal status.

User Interactions means any communications, messages, comments, ratings, suggestions, ideas, support requests, or other input that a User submits through the Platform interface, support channels, feedback tools, or other in-product VoxDash communication features. User Interactions do not include any data, files, datasets, documents, metadata, or other materials that constitute Client Data or User Uploads. User Interactions are not reviewed or monitored for accuracy, and VoxDash has no obligation to store, preserve, respond to, or act upon User Interactions.

User Uploads (or Client Uploads) means any data, files, datasets, surveys, polls, documentation, metadata, codebooks, descriptions, or other materials that a Client intentionally uploads, submits, imports, or otherwise provides to their Account through the Services. User Uploads are a subset of Client Data. User Uploads do not include Vendor Content, Marketplace Content, Public Archive Content, Derived Data, or any materials accessed, licensed, or downloaded from VoxDash or other Clients unless the uploading Client independently holds the legal right to upload such materials. VoxDash does not review, curate, verify, approve, or endorse any User Uploads before or after publication, and makes no representations regarding their accuracy, legality, or completeness. All responsibility, liability, and required rights for User Uploads rest solely with the Client.

Vendor means an organization or individual that provides data, polling, or analytical content to VoxDash for publication or licensing through the Platform.

Viewer means a person who only views Documents or content made available by a Client and does not have authoring permissions within that specific Organization or Data Project.

Visitor means any individual who accesses publicly available portions of the Site without creating an Account. Visitors are permitted limited access and are bound by the portions of these Terms that apply to public Site use. Visitors who create an Account immediately become Clients.

2.Legal Capacity

You represent and warrant that you possess the legal right, capacity, and ability to agree to these Terms of Service and use the Site in accordance with them. If you are an individual, you represent and warrant that you have reached the age of majority in the jurisdiction in which you reside, and that you are in any event at least 18 years old. If you are using the Site on behalf of a corporation or other organization, you represent and warrant that you have the ability to agree to these Terms of Service on behalf of such organization and all references to "you" throughout these Terms of Service will include such organization, jointly and severally with you personally.

Business-Use Representation and Capacity of Use. The Services are offered and made available solely for professional, research, academic, institutional, and commercial purposes. The Services are not designed, marketed, or intended for personal, family, or household use. VoxDash permits use of the Services by both organizations and individuals. When an individual uses the Services, that individual does so in a professional, academic, research, institutional, or commercial capacity, and not as a consumer. For purposes of this Section, ‘you’ includes any individual, Client, User, account holder, or other person asserting rights or remedies in connection with use of the Services. By creating an Account, accessing the Site, or using any portion of the Services, you represent, warrant, and covenant that:

a)you are using the Services solely in a professional, academic, research, institutional, or commercial capacity, whether on behalf of an organization or as an independent professional or researcher;

b)your use of the Services is not for personal, family, or household purposes within the meaning of applicable consumer protection laws;

c)you possess sufficient experience, judgment, and understanding to evaluate the suitability, limitations, and risks of the Services in light of your intended professional or research use;

d)VoxDash has entered into this Agreement in reliance on your representation regarding the nature and purpose of your use; and

e)if your use of the Services is later determined by a court or tribunal of competent jurisdiction to constitute consumer use notwithstanding the foregoing representations:

i.such determination shall apply only to the minimum extent required by mandatory, non-waivable provisions of applicable law;

ii.except to that limited extent, all other provisions of these Terms shall remain in full force and effect;

iii.nothing in these Terms is intended to exclude, limit, or restrict any mandatory statutory right or remedy, but no right or remedy shall be applied in a manner that results in duplication of recovery for the same loss or damage; and

iv.to the extent any statutory remedy is awarded in respect of a particular loss, you shall not be entitled to recover compensation for that same loss again under these Terms.

Any breach of this Section constitutes a breach of these Terms and grounds for immediate suspension or termination of access, without refund, in addition to any other remedies available to VoxDash at law or in equity.

Presumption of Valid Contract Formation. Acceptance of these Terms through any electronic act, including account creation, login, API use, data upload, subscription purchase, or continued access to the Services after the Terms have been presented, linked, or made available in any interface through which the Client accesses the Services, constitutes a valid and binding agreement. The Client bears the burden of proving, by clear and convincing evidence, any defense based on alleged lack of contract formation, including claims of unauthorized acceptance, lack of authority, mistake, duress, or procedural invalidity. Unless the Client satisfies this burden, acceptance is conclusively presumed valid, and these Terms are fully enforceable. Nothing in this clause limits any non-waivable statutory right under applicable law, and all other formation challenges remain subject to the foregoing presumption. VoxDash’s system logs, access records, and timestamped actions constitute prima facie evidence of acceptance and may be relied upon by VoxDash in any dispute regarding contract formation.

Global No-Reliance. The Client acknowledges that it has not relied on any statement, representation, warranty, promise, assurance, conduct, pattern of behavior, or historical practice not expressly set forth in these Terms or a written Service Agreement signed by VoxDash’s executive management.

Interpretive Standard for Discretion. Where these Terms use ‘reasonable,’ ‘good faith,’ or similar language without the phrase ‘in VoxDash’s sole discretion,’ such language describes VoxDash’s internal decision-making standard and does not impose any objective or externally reviewable obligation. No decision, act, or omission of VoxDash using such language is subject to judicial or arbitral review unless the Client proves manifest bad faith by clear and convincing evidence.

3.User Accounts and Account Security

To access some features of the Site, you may have to register for a user account. When registering for your user account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your user account. You acknowledge and agree that you are responsible for maintaining the confidentiality of any passwords associated with any account you use to access or use this Site and that you will be solely responsible to VoxDash for all activities that occur under your account. You must notify VoxDash immediately of any breach of security or unauthorized use of your user account. Although VoxDash will not be liable for your losses caused by any unauthorized use of your user account, you may be liable for the losses of VoxDash or others due to such unauthorized use. The Client (you) is fully responsible for all activity under its Accounts, whether authorized or not. VoxDash may rely on instructions or actions appearing to originate from an authorized User without obligation to verify authority. Any such decision by VoxDash is final and non-reviewable, except to the limited extent required by mandatory, non-waivable provisions of applicable law.

Identity, Location, and Verification Rights. VoxDash may, at any time and in its sole discretion, require you to provide information or documentation, or to complete verification procedures, for purposes including identity verification, location confirmation, organizational authority validation, fraud prevention, security, risk management, compliance with applicable law, including export control and sanctions regulations, or enforcement of these Terms. You authorize VoxDash, directly or through third-party service providers, to make inquiries, conduct checks, request information, and perform verification procedures necessary or appropriate to verify your identity, confirm your geographic location, validate your ownership of or authority over any organization, and verify control of email addresses, telephone numbers, payment methods, or financial accounts associated with your use of the Services. Verification may be required at initial registration and may be repeated periodically, on an ongoing basis, or in connection with specific activities, features, transactions, data access, geographic indicators, risk signals, compliance reviews, or changes in applicable law or VoxDash policies. During any verification or review process, VoxDash may, in its discretion, restrict, limit, suspend, or disable access to certain features, functionality, or Services, without liability and without prior notice. VoxDash may rely on the results of any verification process, screening, or review, whether conducted internally or by third-party providers, and any determination or action taken based on such results is final and non-reviewable, except to the limited extent required by mandatory, non-waivable provisions of applicable law. Failure or refusal to provide requested information, failure to complete verification steps, provision of false, misleading, incomplete, or outdated information, or interference with any verification process constitutes a breach of these Terms and may result in limitation, suspension, or termination of your Account, in addition to any other remedies available to VoxDash.

Account Registration, Approval, and Access Discretion. VoxDash may, in its sole discretion, approve, decline, condition, limit, suspend, or terminate any Account registration, application, or access to the Services, at any time and for any lawful business reason. Such reasons may include, without limitation, supply and demand considerations, infrastructure or data-maintenance costs, competitive or strategic considerations, risk assessments, geographic or jurisdictional considerations, compliance obligations, capacity constraints, abuse prevention, or other business or operational factors as determined by VoxDash. VoxDash is not required to accept any registration, maintain any Account, or permit continued access to the Services, and has no obligation to disclose, record, or justify the reasons for any approval, denial, limitation, suspension, or termination decision, and no inference shall be drawn from the absence of a stated reason. No approval, access, usage history, payment status, or prior conduct creates any entitlement, expectancy, reliance interest, or continued right to access the Services.

Public Visibility and Searchability. Data Projects, Vendor Profiles, and Individual Profiles are private by default. The Platform includes visibility settings that allow you to make a Project or Profile publicly viewable, discoverable in VoxDash’s internal search, discoverable by automated systems such as AI tools, discoverable by external search engines, or available for download by other Users. Any change to visibility settings that makes previously private content public takes effect immediately upon your confirmation. Once content is made public, VoxDash cannot guarantee retrieval, removal, suppression, or de-indexing of such content, including from external search engines, automated systems, caches, archives, mirrors, or third-party platforms. This applies even if you later change your visibility settings to private or delete the content from the Platform. You acknowledge that making content public may result in copying, redistribution, or use by third parties beyond VoxDash’s control. If you enable any such settings or otherwise choose to publish content, you acknowledge that your name, username, organizational affiliation, profile information, metadata, and project associations may become visible to other Users and to the public, and may appear in Platform directories, search results, attribution fields, provider listings, and network visualizations. VoxDash has no obligation to restrict the visibility, distribution, indexing, caching, or retention of information that you choose to make public, including by external search engines or automated systems not controlled by VoxDash. You are solely responsible for reviewing and configuring your visibility settings before publishing content or enabling any form of public-access functionality.

4.License

We grant you a non-exclusive, non-transferable, limited license only to use the Site, in accordance with the provisions set out in these Terms of Service. All rights not expressly granted to you in these Terms of Service are reserved by us and, if applicable, our licensors. VoxDash retains all rights to its own IP, and no license is implied.

5.Fees, Billing, and Payment Terms

Subscription Plans. Some VoxDash Services are offered under subscription or usage-based plans (“Paid Plans”). The features and pricing of each plan are described on the Site or in an executed Service Agreement. VoxDash may modify or discontinue plans at any time by posting updated information on the Site or providing written notice to affected Clients.

Business Classification of Payment and Billing. The Client expressly acknowledges and agrees that all payment, billing, subscription, and financial transactions conducted through VoxDash are entered into in a business, professional, institutional, academic, or commercial capacity, and not for personal, family, household, or consumer purposes. The Client further acknowledges that VoxDash’s pricing structure, non-refundability, chargeback restrictions, minimum commitment terms, and billing enforcement mechanisms are based on this business-use classification, and that VoxDash would not offer the Services on the same terms or at the same Fees if such transactions were intended for consumer use.

Plan Structure Changes. VoxDash may, at any time and in its sole discretion, modify, reclassify, consolidate, or retire subscription plans, migrate features between tiers, or introduce new plan structures. VoxDash may also reassign Clients to the plan or tier that most closely corresponds to their existing feature set, usage, or entitlements. Material plan reclassifications will be communicated to the Client and will take effect at the next renewal term unless an earlier application is expressly permitted under the applicable plan. VoxDash is not required to obtain Client consent for any such changes.

No Most-Favored-Customer Rights. The Client acknowledges that VoxDash may offer different pricing, plans, features, commercial terms, service levels, or contractual conditions to different clients or for different Services. The Client has no right to receive the same or equivalent terms offered to any other client and waives any claim based on alleged preferential, differential, or more favorable treatment of others.

Billing and Payment. Paid Plans are billed through VoxDash’s payment processor (currently Stripe) or as otherwise agreed in a Service Agreement. By providing payment information, the Client authorizes VoxDash and its payment processor to charge all applicable Fees, including recurring subscription renewals and taxes, to the designated payment method. For usage-based Services, including AI tools, the Client acknowledges that any pre-launch cost estimate is non-binding and that final billing is based on actual metered usage recorded during the project.

Advance Invoicing and Prepayment for Project-Based Services. Certain Services, including, without limitation, Advanced Voice-Based Research and Data Collection, telephony-based research, data collection, custom research projects, or other project-based or usage-intensive Services, require advance payment as a condition of commencement and continued performance. For such Services, VoxDash may require payment in full or in part prior to project initiation through invoice, wire transfer, ACH transfer, or other non-card payment methods designated by VoxDash. The Client acknowledges that credit cards or other automated payment methods may be insufficient, unavailable, or unacceptable for these Services. VoxDash has no obligation to commence, continue, or complete any project until all required advance payments have been received in cleared funds. Time estimates, launch dates, fielding schedules, and resource reservations are contingent upon receipt of such payment. Amounts invoiced for project-based Services are non-refundable once work has commenced, resources have been allocated, third-party costs have been incurred, or fielding has begun, except as expressly required by mandatory applicable law or a written Service Agreement signed by VoxDash’s executive management. Failure to remit invoiced amounts by the stated due date constitutes a material breach and authorizes VoxDash to suspend work immediately, terminate the project, retain any prepaid amounts, and pursue collection of all outstanding balances and costs incurred.

Project Funds; Conditional Release Mechanism for Project-Based Services. For certain project-based, usage-intensive, low-clarity, or voice-based Services, including without limitation Advanced Voice-Based Research and Data Collection, VoxDash may require Clients to pre-fund all or a portion of the anticipated project fees (“Project Funds”) prior to commencement or continuation of work. The Parties expressly acknowledge and agree that Project Funds are advance payments to VoxDash, subject to contractual release conditions, and are not held in escrow, trust, or fiduciary capacity. VoxDash is not acting as an escrow agent, trustee, or neutral intermediary, has no fiduciary obligations with respect to such funds, and has no obligation to segregate Project Funds from its general accounts. The Client irrevocably authorizes and instructs VoxDash to release and apply Project Funds in accordance with this Section upon the earliest occurrence of any of the events listed below. The only manner in which this authorization or any applicable release condition may be modified, delayed, or revoked is by a written agreement expressly executed by both the Client and VoxDash’s executive management acting with actual authority, and only where VoxDash has affirmatively agreed to such modification. Unless otherwise expressly stated in a written Service Agreement executed by VoxDash, Project Funds shall be deemed earned by and released to VoxDash upon the earliest of any of the following:

a)the Client’s written or electronic approval of a milestone, deliverable, or project phase;

b)the Client’s failure to provide any response within seven (7) calendar days following VoxDash’s written notice that a milestone, deliverable, or project phase has been completed or is ready for review;

c)the Client’s failure, within such seven-day period, to provide a specific, substantive, and good-faith written objection identifying material non-conformance with the agreed specifications;

d)completion of the applicable project scope or Services as defined in the Service Agreement, order form, or written project specification;

e)VoxDash’s determination, exercised in good faith and in its sole discretion, that the Services have been performed in accordance with the agreed scope and specifications; or

f)termination of the project or Services by the Client for convenience, in which case all Project Funds corresponding to work performed, resources allocated, capacity reserved, and non-recoverable costs incurred as of the effective date of termination shall be immediately released to VoxDash.

Client disputes, dissatisfaction, internal review delays, budgetary changes, or third-party feedback do not suspend or delay release of Project Funds unless VoxDash expressly agrees in writing. VoxDash is under no obligation to continue work, reserve resources, or hold availability where Project Funds have not been released in accordance with this Section. For purposes of this Section, any notice, milestone completion notice, or release-triggering communication issued by VoxDash is deemed delivered and effective upon transmission to any email address associated with the Client’s Account, Billing Contact, or Organization administration settings, regardless of whether the Client opens, reads, accesses, or actually receives such notice. VoxDash has no obligation to confirm receipt. VoxDash’s determinations under this Section are final and binding absent a showing of manifest bad faith by clear and convincing evidence, to the limited extent required by mandatory applicable law. Payment Authorization; Backup Methods. The Client authorizes VoxDash to charge all Fees, taxes, penalties, interest, and other amounts due under these Terms to your designated Payment Method. This authorization is irrevocable for the duration of your Account and for any period thereafter during which any amounts remain outstanding. You further authorize VoxDash to charge any backup Payment Method on file, to retry declined or failed transactions, and to use account updater services or information provided by payment networks or financial institutions to update or replace expired, invalid, or changed Payment Method details. VoxDash has no obligation to provide advance notice of any charge made pursuant to this authorization. Your removal, expiration, or modification of a Payment Method does not revoke this authorization with respect to any outstanding amounts. This authorization survives suspension, termination, or closure of the Account until all amounts owed are fully satisfied.

Payment Method Updates. The Client authorizes VoxDash and its payment processors to obtain updated payment credentials, including new card numbers and expiration dates, from card-network account updater services and similar programs. VoxDash and its payment processors may use these updated credentials to process any Fees, taxes, or other amounts owed under these Terms. This authorization remains in effect until all outstanding amounts are paid in full.

Usage Monitoring and Verification. VoxDash records usage of the Services, including but not limited to project counts, AI processing volume, minutes of advanced voice-based research and data collection, storage size, and similar metrics associated with each Account. VoxDash uses these usage records to operate and improve the Services, enforce plan limits, calculate Fees, investigate abuse, and protect security and service integrity. Clients agree to cooperate with reasonable requests for information that VoxDash needs to verify compliance with plan limits, Fair Use terms, or these Terms. This section does not grant any right to audit VoxDash systems or facilities and does not impose any duty on VoxDash to monitor any particular Client or project.

Conclusive Usage Records. VoxDash’s usage records, system logs, metering data, and internal accounting records constitute final and binding evidence of all usage, consumption, access, and billing matters, except in the case of a manifest arithmetic error proven by the Client through clear and convincing evidence. VoxDash may retroactively adjust usage records and corresponding Fees if VoxDash determines that the Client was undercharged due to metering inaccuracies, system errors, delays in data processing, or misconfigurations. VoxDash may issue corrected invoices for any period within the preceding twenty-four months. The Client shall pay all corrected amounts within thirty days of the corrected invoice. Retroactive adjustments do not limit VoxDash’s other rights under these Terms, including acceleration or collection remedies.

Exceptional Usage Reconciliation. VoxDash designs the Services to enforce subscription limits and usage caps by default. The Client acknowledges that, in limited circumstances, usage in excess of applicable limits may occur due to system errors, security incidents, third-party service behavior, delayed or probabilistic metering (including AI or token-based processing), or other technical anomalies outside VoxDash’s reasonable control. In such cases, VoxDash may reconcile actual usage against the Client’s applicable entitlements and invoice the Client for any excess usage at VoxDash’s then-current published rates for such usage, together with applicable administrative costs as described in subsection “License Scope Limitation and Feature Entitlement”. VoxDash will make commercially reasonable efforts to identify and notify the Client of material excess usage. This provision does not create any right for the Client to exceed subscription limits, does not convert usage caps into soft limits, and does not limit VoxDash’s right to suspend, restrict, or remediate access to protect system integrity, security, or service availability.

Taxes. Fees are exclusive of taxes unless stated otherwise. The Client is responsible for all applicable taxes, duties, and government charges, other than taxes based on VoxDash’s net income. Clients remain responsible for any withholding or deduction required by law on amounts paid under these Terms and must ensure that VoxDash receives the full invoiced Fee net of such withholding or deduction.

Renewals and Term. Paid Plans automatically renew for successive billing periods unless canceled through the Account before the end of the current term. Renewal prices and features will be those in effect at the time of renewal. Cancellation requests submitted after the renewal has been processed apply only to subsequent renewal terms and do not affect the Fees or commitment for the current renewal term.

Annual Price Adjustment. Unless otherwise stated on the Site or expressly agreed in a written Service Agreement, renewal Fees will be those in effect at the time of renewal. VoxDash may adjust renewal Fees at its discretion in accordance with the general price-change provisions of these Terms. Continued use of the Services after the renewal date constitutes acceptance of the adjusted Fees.

Minimum Commitment. Unless otherwise stated on the Site or expressly agreed in a written Service Agreement, each Paid Plan is subject to a non-cancelable, non-refundable minimum commitment period of twelve months. If the plan does not specify a commitment period for the renewal term, the renewal term automatically carries the same minimum commitment period as the immediately preceding term. The commitment period for the initial term is the period stated for the applicable plan at the time of purchase, which may be shorter or longer than twelve months if expressly indicated for that plan. The commitment period for each renewal term is the commitment period specified for the plan at the time of renewal, if any. Client-initiated termination, suspension, or non-use does not relieve the Client of its obligation to pay all Fees through the end of the applicable commitment period. All remaining Fees accelerate and become immediately due upon termination. All commitment periods are non-cancelable and non-refundable for their duration.

Non-Refundable Fees. Except as required by law or expressly stated in a Service Agreement, all payments are final and non-refundable, including partial use of a billing period, plan downgrades, or unused features. You authorize VoxDash or its payment processor to automatically charge any payment method on file for recurring Fees and applicable taxes. VoxDash may use third-party collection services to recover unpaid amounts, and you agree to pay all reasonable costs of collection, including attorney’s fees. Notwithstanding the foregoing, if VoxDash terminates a paid subscription without cause under the Termination section of these Terms, VoxDash will issue the pro-rated credit or refund described therein. This remedy is contractual and does not constitute a ‘refund’ unless and until such termination occurs.

Right of Setoff. VoxDash may apply, without notice, any credits, promotional credits, deposits, prepayments, or other amounts held by VoxDash for the Client against any outstanding Fees, interest, collection costs, or other amounts owed by the Client under these Terms or any Service Agreement. VoxDash may exercise this setoff right at any time and without further authorization. Setoff does not create any obligation for VoxDash to issue credits or refunds where none otherwise exist.

Security Deposit and Financial Assurance. VoxDash may, at any time and in its sole discretion, require the Client to provide a security deposit, advance payment, letter of credit, or other financial assurance as a condition of continued access to the Services or continued eligibility for any Paid Plan. Such requirement may be imposed based on credit concerns, payment history, usage patterns, projected consumption, risk indicators, or any other factor VoxDash deems relevant. Any security deposit is non-interest-bearing and may be applied by VoxDash, without prior notice, against any outstanding Fees, interest, penalties, chargebacks, processor assessments, collection costs, or other amounts owed by the Client. VoxDash has no obligation to segregate such funds. Unless otherwise required by mandatory applicable law or expressly agreed in writing, VoxDash has no obligation to refund any unused portion of a security deposit until all payment obligations under these Terms have been fully satisfied and the Account has been closed. VoxDash may retain the security deposit for a commercially reasonable period following termination to cover delayed charges, usage reconciliation, reversals, disputes, or adjustments. Failure to provide, replenish, or maintain a required security deposit or financial assurance constitutes a material breach and grounds for suspension or termination. This provision applies independently of, and in addition to, any prepayment, reactivation fee, or financial assurance requirement imposed elsewhere in these Terms. For avoidance of doubt, VoxDash may require advance invoicing, prepayment, or escrowed funds for project-based or usage-intensive Services, and such requirements operate independently of any card-based billing authorization.

Acceleration on Breach. If VoxDash terminates a paid subscription for cause due to the Client’s breach, including failure to pay Fees when due, all remaining Fees for the then-current subscription term become immediately due and payable. Acceleration reflects the agreed subscription commitment for the term and is in addition to any other remedies available to VoxDash. The acceleration provisions in this Section operate in addition to, and not in limitation of, any other acceleration rights under these Terms.

Automatic Billing; Chargebacks and Payment Disputes. You authorize VoxDash and its payment processors to automatically charge any payment method you provide for recurring Fees, taxes, and any other amounts due under this Agreement, including amounts collected on behalf of Vendors for Vendor Subscription Products. You must contact us promptly if you believe a charge is incorrect and allow us a reasonable opportunity to investigate, and if VoxDash determines that a charge resulted from a billing system error, VoxDash will correct the error through a credit or adjustment. You agree not to initiate, request, authorize, assist with, or facilitate any chargeback, reversal, stop-payment order, retrieval request, or other payment dispute with any payment provider for any charges incurred under this Agreement, except to the limited extent required by mandatory, non-waivable provisions of applicable law. Any chargeback, reversal, or payment dispute made in violation of this provision constitutes a breach, an outstanding debt owed to VoxDash, and authorizes VoxDash to: (a) suspend or terminate your Account immediately and without refund; (b) treat the disputed amount as unpaid and pursue collection; and (c) recover all collection costs, chargeback fees, processor penalties, assessments, and reasonable attorney’s fees. VoxDash may also provide evidence of your authorization and account activity to your card issuer or payment processor. To the extent permitted by applicable law, the Client waives any right to claim a refund or reversal for charges properly incurred under this Agreement. For avoidance of doubt, metered usage logs maintained by VoxDash and its service providers form the authoritative basis for resolving billing disputes involving AI tools or other usage-based Services.

Billing Error Deadline. The Client must notify VoxDash in writing of any alleged billing error or service discrepancy within thirty days of the invoice date or the date the alleged error occurred. Failure to provide timely written notice constitutes a waiver of any claim, dispute, credit, or adjustment relating to the alleged error. Any invoice or charge not disputed in writing within this thirty-day period is conclusively deemed accurate, correct, and accepted by the Client for all purposes. The Client waives any right to dispute, challenge, offset, or withhold payment based on matters that were apparent, or reasonably could have been identified, from the face of the invoice or billing statement.

Late or Failed Payments. If a payment is declined or overdue, VoxDash may suspend access to the Services until payment is received. Any amount not paid when due shall bear interest from the due date until paid, at the lesser of five percent (5%) per month or the maximum rate permitted by applicable law, compounded monthly. VoxDash may, without notice, apply any credits, refunds, or future payments owed to the Client toward unpaid balances or collection costs. You agree to pay all costs of collection arising from late or failed payment, including reasonable attorney’s fees, third-party collection agency fees, and payment-processor enforcement costs. Suspension for non-payment does not pause billing or extend the subscription term. VoxDash may pursue collection efforts in stages, including suspension of access, engagement of third-party collection agencies, reporting of delinquent accounts where permitted by law, and recovery of all associated costs, without waiving any other rights under these Terms.

No Set-Off. The Client has no right of set-off, deduction, withholding, or abatement and shall pay all Fees in full when due, without reduction for any claim, dispute, credit, counterclaim, or alleged liability of any kind, except to the extent withholding is required by applicable law.

Reactivation Fees. If VoxDash suspends an Account for non-payment, breach, or risk-related reasons and later permits reactivation, VoxDash may charge a reactivation fee of up to nine hundred US dollars or twenty-five percent of the outstanding balance, whichever is greater, in addition to all accrued Fees, interest, and collection costs. VoxDash may require prepayment of future billing periods or other financial assurances as a condition of reactivation.

Price Changes. VoxDash may adjust Fees at any time by posting revised prices on the Site. Continued use after the effective date constitutes acceptance of the new Fees.

Downgrades and Termination. Downgrading or canceling a Paid Plan takes effect at the end of the current billing period unless otherwise agreed. VoxDash may terminate Paid access for non-payment or breach in accordance with these Terms.

Currency. All Fees are payable in U.S. dollars unless stated otherwise on the Site or invoice.

Foreign Exchange Risk. If the Client pays in a currency other than U.S. dollars, or if any payment involves cross-border transfer, currency conversion, intermediary-bank fees, or correspondent banking charges, all such costs and exchange-rate fluctuations are the Client’s sole responsibility. VoxDash is entitled to receive the full invoiced amount in U.S. dollars, without deduction for conversion losses, transfer fees, or banking charges.

Exchange Rate Determination. Where Fees are charged in a currency different from the Client’s billing currency, the exchange rate applied at the time of the transaction is determined by VoxDash’s payment processor or by VoxDash’s internal billing systems. The applied rate may differ from market quotations or rates available from other financial sources. VoxDash is not responsible for rate variations, timing differences, or discrepancies across providers, and the Client waives any claim arising from the selection, timing, or application of an exchange rate.

Third-Party Charges. If a Client accesses third-party services through VoxDash, such as telephony or cloud storage integrations, those services may incur separate fees billed directly by the provider. VoxDash is not responsible for third-party charges or billing errors. You are solely responsible for all carrier, data, SMS, voice, and connectivity charges assessed by your telecommunications and internet providers arising from your use of the Services, including any charges incurred by your Users, agents, or respondents. Where VoxDash passes through usage-based carrier, cloud, or AI processing charges to the Client, those charges reflect actual consumption and may differ from any pre-launch estimate.

For Vendor Subscription Products, billing, merchant-of-record status, and payment allocation are governed exclusively by the section titled “Vendor Subscription Products”.

6.Platform Description and Excluded Services

VoxDash provides a cloud-based platform for managing and analyzing research datasets. Its modules may include dataset hosting, metadata management, AI-assisted processing, and voice-based data collection. This description is provided for context only and does not create any warranty or obligation to maintain or continue specific features. We reserve the right to modify, suspend, or discontinue any part of the Services at any time without notice and without liability. VoxDash makes no representation that any feature will remain available for any minimum duration, and Clients acquire no vested rights in any functionality, layout, or workflow. No service level agreement (SLA) applies unless expressly stated in a written Service Agreement. For clarity, unless a written Service Agreement (SLA) expressly provides otherwise, no service credits, refunds, or fee reductions apply for any service interruption, degradation, or unavailability.

Subcontractors and Service Providers. VoxDash uses third-party hosting, telephony, artificial intelligence, security, and support providers to deliver and operate the Services. These entities act as independent contractors engaged by VoxDash. VoxDash may add, remove, or replace subcontractors and sub-processors at any time. Use of subcontractors does not create any direct contractual relationship between a Client and any subcontractor. VoxDash does not grant Clients any audit rights or approval rights over subcontractors except where expressly required by law.

Subprocessor Authorization and Changes.

a)General Authorization. The Client expressly authorizes VoxDash and its Affiliates to engage subprocessors in connection with the provision, operation, security, and improvement of the Services. The Client further grants general written authorization for VoxDash to engage additional third-party subprocessors as necessary for such purposes.

b)Subprocessor Information. Upon written request to VoxDash’s designated privacy contact, VoxDash will make available a list of its current subprocessors. Such a list constitutes VoxDash Confidential Information and may be used solely for the Client’s internal compliance purposes and may not be disclosed to third parties.

c)Notice of New Subprocessors. VoxDash may add or replace subprocessors at any time. VoxDash may provide notice of material new subprocessors by updating documentation, the Site, or through other means at VoxDash’s discretion. VoxDash is not required to provide individualized notice to each Client.

d)Objection Process. The Client may object to a new subprocessor by providing written notice within ten (10) business days of receiving notice or, if no notice was provided, within ten (10) business days of becoming aware of the new subprocessor. Any objection must identify specific grounds relating to applicable data protection law. Late, vague, or unsupported objections are deemed waived.

e)Resolution and Sole Remedy. VoxDash will review timely objections. If VoxDash elects not to address the objection within thirty (30) days, the Client’s sole and exclusive remedy is to discontinue use of the affected Services or terminate the affected portion of the Services. No refund, credit, or compensation is available except as required by mandatory applicable law or expressly stated in a written Service Agreement.

f)Deemed Consent. Failure to object within the objection period, or continued use of the Services after the objection period, constitutes irrevocable consent to the engagement of the subprocessor.

g)Subprocessor Agreements. VoxDash will ensure that each subprocessor is subject to contractual obligations no less protective than those applicable to VoxDash with respect to the processing of Personal Information.

h)Liability. VoxDash remains responsible for its subprocessors’ acts and omissions to the same extent VoxDash would be responsible if performing the services directly, subject at all times to the Agreed Liability Cap and all other limitations and exclusions set out in these Terms.

Data Localization and Residency. The Services may store, process, transmit, or access Client Data in any jurisdiction where VoxDash or its sub-processors maintain facilities or operations. VoxDash does not represent or guarantee that Client Data will be stored or processed in any particular country or geographic region unless expressly agreed in a written Service Agreement executed by VoxDash. The Client is solely responsible for determining whether its use of the Services, including any cross-border storage or processing of Client Data, complies with applicable data-localization, data-residency, or cross-border transfer requirements. VoxDash has no obligation to implement jurisdiction-specific data-localization measures unless expressly agreed in writing. This use is subject to VoxDash’s Privacy Policy and applicable law.

No Guarantee of Completions or Response Rates. VoxDash does not guarantee any minimum number of completed interviews, call attempts, connects, response rates, quota fills, or sample composition for any project, whether using AI-assisted voice tools or other data-collection workflows. All such outcomes depend on factors outside VoxDash’s control, including your sample quality, consent practices, questionnaire design, and respondent behavior. Any projections or estimates of “completes” or response rates provided through the Platform or by VoxDash personnel are non-binding and for planning purposes only.

To avoid confusion, VoxDash does not offer the following services:

•Sample sourcing or recruitment of respondents.

•Questionnaire design or testing beyond what the dashboard provides.

•Script development for surveys beyond what the dashboard provides.

•Full-service project management.

•Post-fieldwork statistical analysis beyond what the dashboard provides.

•Voice-over-IP telephony services independent of our AI platform.

VoxDash is a technology platform, not a traditional or full-service market research firm. Clients are responsible for supplying survey content, sample files, and interpreting their data.

Role of VoxDash; Platform Neutrality; No Agency. VoxDash operates solely as a provider of a technology platform. VoxDash does not act as a publisher, editor, agent, fiduciary, partner, employer, joint employer, or representative of any Client, Vendor, User, Data Provider, Respondent, or third party, and no such relationship is created by use of the Services. VoxDash does not guarantee that any Client, Vendor, User, or Data Provider will perform any obligation, deliver any dataset, maintain any quality standard, honor any license terms, or complete any transaction, collaboration, or engagement. VoxDash is not a party to, and assumes no responsibility for, any agreement, collaboration, license, transaction, or dispute between Clients, Vendors, Users, or third parties, except to the limited extent expressly set forth in a written Service Agreement executed by VoxDash’s executive management. Any dispute arising between or among such parties is solely between those parties. Except for VoxDash’s administration of the Platform and enforcement of these Terms, VoxDash has no power or authority to determine the terms, conditions, pricing, scope, quality, or performance of any agreement, license, dataset delivery, or service between Users; to select or contract any party to provide services to any other party; or to cause any party to accept any engagement, perform any service, or deliver any dataset. The provision of tools, workflows, storage, automation, or AI-assisted functionality by VoxDash does not constitute supervision, control, endorsement, approval, validation, or assumption of responsibility for any content, dataset, methodology, analysis, conclusion, or decision produced or made by any user of the Services. VoxDash makes no representations about and does not guarantee the truth, accuracy, completeness, validity, or legality of any Client’s, Vendor’s, or User’s listings, profiles, datasets, metadata, methodological claims, or other representations made through the Platform, or that any party can or will fulfill any obligation or complete any transaction. This Section clarifies and supplements, and does not limit, the disclaimers, limitations of liability, exclusions of remedies, and allocations of risk set forth elsewhere in these Terms.

Client Acknowledgements. Except as expressly stated in these Terms or a written Service Agreement executed by VoxDash’s executive management, the Client expressly acknowledges, agrees, and understands that:

a)VoxDash is not a party to any dealings, negotiations, or agreements between the Client and any Vendor, User, Data Provider, or third party, including the selection of any dataset, the terms of any license, or the decision to access, rely upon, publish, or distribute any data or output;

b)VoxDash does not supervise, direct, control, review, validate, or approve any Client Data, research methodology, sampling frame, analytical output, publication, or conclusion produced or used by the Client or any other party;

c)VoxDash makes no representations or warranties regarding the quality, accuracy, completeness, validity, legality, reliability, security, or representativeness of any dataset, dataset description, metadata, analysis, output, Vendor listing, User representation, or methodological claim made available through the Platform, and the Client does not rely on VoxDash for any such assurances;

d)VoxDash does not determine the Client’s research design, questionnaire content, sampling approach, analytical methods, interpretive framework, or publication decisions, all of which remain solely the Client’s responsibility;

e)VoxDash does not provide methodological, statistical, scientific, legal, or professional research advice, and any use of tools, templates, examples, or AI-assisted outputs provided through the Platform is undertaken at the Client’s own judgment and risk;

f)Any dispute between the Client and any Vendor, collaborator, respondent, regulator, ethics body, or other third party is solely between those parties, and VoxDash has no obligation to participate in, mediate, assist with, or resolve any such dispute, and shall not be responsible or liable with respect to any such dispute or its outcome;

g)The Client is solely responsible for ensuring that its use of the Services, Client Data, and any reliance on outputs complies with all applicable laws, ethical standards, institutional policies, and professional obligations; and

h)The Client’s use of any AI tools, automated analyses, or Platform-generated outputs is at the Client’s sole discretion, risk, and responsibility.

The Client acknowledges that these acknowledgements are a material inducement to VoxDash’s provision of the Services at the applicable Fees and form an essential part of the parties’ agreed allocation of risk.

No Professional Advice. VoxDash does not provide methodological, statistical, scientific, legal, financial, compliance, or regulatory advice. Any summaries, comparisons, classifications, analytical outputs, or other AI-generated results produced by the Services are automated, informational responses and do not constitute professional advice or expert analysis. Any guidance, examples, or explanations provided through the Services, documentation, or by VoxDash personnel are general in nature and are not tailored to your circumstances. You remain solely responsible for obtaining appropriate professional advice and for evaluating whether any dataset, analysis, or configuration is suitable for your intended use. No statement or output generated by VoxDash, the Services, or its personnel creates an advisory, consulting, fiduciary, or agency relationship, and you agree not to rely on any such statements or outputs as professional advice.

7.Site Limitations

The Site depends on the Internet, including networks, cabling, facilities and equipment that is not in our control; accordingly (i) any representation made by us regarding access performance, speeds, reliability, availability, use or consistency of the Site is on a "commercially reasonable efforts" basis, (ii) we cannot guarantee any minimum level regarding such performance, speed, reliability, availability, use or consistency, and (iii) data, messages, information or materials sent over the Internet may not be completely private, and your anonymity is not guaranteed, and you acknowledge these limitations are typical of Internet services.

Unreasonable or Excessive Use. VoxDash may determine, in its sole discretion, that a Client’s use of the Site or Services is excessive, abusive, or inconsistent with normal usage patterns for similar Clients. This assessment may include factors such as storage volume, API call volume, bandwidth consumption, frequency of automated jobs, or concurrent processing load. Where VoxDash determines that a Client’s usage adversely affects, or risks adversely affecting, the stability, security, or performance of the Services, VoxDash may throttle, rate-limit, suspend, or restrict access, or require the Client to migrate to a different plan or enter into an enterprise agreement. VoxDash is not required to justify its assessment to the Client, and any technical or commercial measures taken under this subsection do not give rise to credits, refunds, or other compensation, except as expressly stated in a written Service Agreement.

Client Systems and Environment. You are solely responsible for obtaining, configuring, and maintaining all hardware, software, operating systems, browsers, telephony stacks, and network connections needed to access and use the Services, including any security controls, firewalls, VPNs, and backup procedures. VoxDash is not responsible for any delay, failure, error, or security incident caused by your systems, networks, or third-party providers, and has no obligation to make the Services compatible with any particular configuration beyond the general technical requirements described on the Site or in documentation.

Security Measures.

a)VoxDash implements and maintains administrative, technical, and organizational measures intended to reduce the risk, not eliminate risk, of accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Client Data (“Security Measures”), as described in VoxDash’s then-current Security Practices documentation.

b)Security Measures may include, as applicable and appropriate based on system architecture, operational requirements, data sensitivity, and risk assessment, measures such as encryption in transit and at rest, access controls and authentication mechanisms, vulnerability management practices, incident response procedures, personnel training, and physical security for facilities.

c)VoxDash may update or modify Security Measures from time to time to reflect technological developments, operational changes, or evolving risk assessments. Any such updates or modifications do not constitute a breach of these Terms solely because they differ from prior Security Measures or reduce, replace, or alter specific controls, provided VoxDash continues to implement Security Measures consistent with its then-current Security Practices documentation.

d)The Client acknowledges and agrees that it is solely responsible for determining whether the Security Measures are sufficient for the Client’s legal, regulatory, contractual, and risk-management requirements. No claim may be based on the alleged insufficiency or inadequacy of the Security Measures unless such claim arises directly from VoxDash’s failure to materially implement the Security Measures described in VoxDash’s then-current Security Practices documentation.

e)Security Measures do not constitute a guarantee, warranty, or representation that unauthorized access, breaches, or security incidents will not occur and are subject to the limitations, exclusions, and liability caps set out in these Terms.

Security Testing and Non-Production Use. You must not perform penetration testing, vulnerability scanning, load testing, automated scraping, traffic generation, stress testing, or any other intrusive or high-impact technical testing of the Site or Services without VoxDash’s executive management’s prior written consent. Limited, non-destructive testing performed in accordance with the VoxDash Responsible Disclosure Policy is permitted. All other forms of security assessment or technical testing require VoxDash’s executive management’s prior written consent and must follow VoxDash’s written instructions and use only the environments designated for that purpose. VoxDash may suspend or terminate access to the Services immediately if you engage in unapproved or disruptive testing activity. If VoxDash provides any sandbox, demo, beta, test, or other non-production environment, you must use only synthetic, anonymized, or test data in that environment. You must not upload or process real-world Personal Information or live contact lists in any non-production environment. VoxDash has no obligations relating to availability, durability, data retention, or security for any sandbox, demo, beta, test, or other non-production environment, beyond what is required by applicable law or expressly agreed in a written Service Agreement.

8.Reporting and Cooperation Obligations

The Client must promptly notify VoxDash in writing upon becoming aware of any actual or suspected: (a) violation of these Terms by the Client or any User; (b) security incident, data breach, or compromise affecting Client Data or the Services; (c) unauthorized access to or use of the Platform; or (d) circumstance that reasonably poses risk to the integrity, security, compliance, or operation of the Platform.

Data Incident Notification.

a)Definition. “Data Incident” means a confirmed breach of VoxDash’s security controls resulting in the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Client Data on systems managed or controlled by VoxDash. Data Incidents do not include unsuccessful attempts or activities that do not compromise the security of Client Data, including failed login attempts, pings, port scans, denial-of-service attacks, or network attacks on firewalls or perimeter systems, or any incident affecting systems not managed or controlled by VoxDash.

b)Notification. If VoxDash confirms a Data Incident, VoxDash will notify the Client without unreasonable delay after such confirmation. Notification will be delivered to the email address or addresses associated with the Client’s Account.

c)No Acknowledgment of Fault. VoxDash’s notification of, or response to, any Data Incident does not constitute and shall not be construed as an acknowledgment of fault, liability, breach of these Terms, breach of any standard of care, or breach of any data protection or security obligation.

d)Client Responsibility. The Client is solely responsible for: (i) ensuring the accuracy and currency of its notification contact information; (ii) determining and complying with any legal, regulatory, contractual, or institutional notification obligations applicable to the Client; and (iii) making any required notifications to regulators, data subjects, partners, or other third parties. VoxDash does not assess the contents of Client Data to determine the Client’s notification obligations.

e)Cooperation. Subject to VoxDash’s confidentiality, security, and operational constraints, VoxDash will provide reasonable cooperation to assist the Client in understanding the general nature and scope of a confirmed Data Incident. Such cooperation does not expand the Agreed Liability Cap, create additional remedies, or modify any limitation or exclusion of liability set out in these Terms.

General Cooperation Obligations. The Client must cooperate fully, timely, and in good faith with any VoxDash investigation, audit, enforcement action, remediation effort, or legal or regulatory inquiry relating to such matters, including, as requested by VoxDash:

a)providing relevant records, logs, documents, and information;

b)preserving and not altering relevant evidence, communications, and systems;

c)making knowledgeable personnel available for reasonable interviews or written statements;

d)executing certifications, declarations, or affidavits regarding compliance or remediation; and

e)taking all reasonable steps directed by VoxDash to mitigate, remediate, or prevent ongoing or future violations or harm.

All cooperation is at the Client’s sole cost and expense unless expressly agreed otherwise in writing. VoxDash may share information provided by the Client with regulators, auditors, advisors, vendors, law enforcement, or affected parties as reasonably necessary for investigation, remediation, compliance, or enforcement.

Failure or refusal to provide timely cooperation constitutes a breach of these Terms. VoxDash may suspend or restrict access to the Services, in whole or in part, pending satisfactory cooperation, without liability or obligation to provide refunds or credits.

9.Restrictions on Use

You may access any portion of the Site or Services for which you have authorized access and may print one copy of any page for your personal reference, subject to the restrictions in this Section. You may access and use the Services only as expressly permitted under these Terms and any applicable Service Agreement. You may not engage in any activity that is prohibited below. These restrictions apply to all portions of the Site and to all materials, data, and content made available through the Platform and Services.

Prohibited Activities.

You must not:

a)Copy, reproduce, print, store, download, distribute, publish, broadcast, alter, tamper with, or otherwise use any materials on the Site or Services except as expressly permitted under these Terms or the Linking and Trademark Use Policy.

b)Remove, obscure, or alter any copyright, trademark, or other intellectual-property notices contained in original materials.

c)Access the Services through automated means without a valid API key, or attempt to bypass or circumvent any authentication, subscription limit, usage meter, or other technical protection.

d)Use the Services as the core of any hosted product, analytics layer, search index, managed service, or similar offering made available to third parties, except where expressly authorized in a written Service Agreement with VoxDash.

e)Benchmark, monitor, or test the Services for external or competitive analysis, performance comparison, reverse engineering, or competitive intelligence, or use VoxDash content, outputs, or Derived Data to build, train, or improve any product or service that is substantially similar to or competes with the Services.

f)Scrape, collect, harvest, or extract pricing, feature sets, performance data, or other information for competitive intelligence, reverse-engineering, or commercial research purposes.

g)Use the Services to gain insight into other Clients, their datasets, projects, pricing, usage patterns, or confidential information.

h)Provide or resell access to third parties, allow third parties to use your login or Account, or use the Services as a hosted or managed service for others.

i)Engage in any use intended or reasonably likely to identify or re-identify any Respondent, household, or small group represented in Marketplace Data, Public Archive content, or any dataset accessed through the Services.

j)Match, link, combine, enrich, or analyze VoxDash datasets together with external sources in ways that increase the likelihood of identifying individuals or organizations, including through statistical, computational, or AI-based inference.

k)Attempt to contact Respondents directly using information derived from Marketplace Data, Public Archive content, or other materials not intended for direct contact.

l)Reconstruct respondent-level records where such records were not made available for that purpose.

m)Technology Integrity and Platform Protection. The Client shall not, and shall not permit any third party to, directly or indirectly:

i.bypass, circumvent, disable, interfere with, or attempt to evade any security, authentication, access-control, encryption, rate-limiting, usage-tracking, or copy-protection features of the Services;

ii.use any robot, spider, crawler, scraper, data-mining tool, data-gathering mechanism, or other automated means to access, index, extract, harvest, or copy any portion of the Services, Platform, or VoxDash Property, except where such access is expressly authorized by VoxDash in writing or through a documented API, robots.txt configuration, or other published technical permission;

iii.reverse engineer, decompile, disassemble, decrypt, or otherwise attempt to derive or reconstruct the source code, algorithms, models, data structures, or underlying technology of the Services, except to the limited extent expressly permitted by applicable law, notwithstanding this restriction;

iv.probe, scan, or test the vulnerability of the Services or any network, system, or server connected thereto, or breach or attempt to breach any security or authentication measures;

v.introduce, transmit, upload, or distribute any malware, virus, Trojan horse, worm, logic bomb, ransomware, spyware, or other malicious or harmful code;

vi.interfere with, disrupt, or degrade the integrity, availability, or performance of the Services, including through denial-of-service attacks, excessive or abusive API calls, abnormal usage patterns, or automated actions that materially exceed normal human usage;

vii.access or use the Services through any interface or means other than the VoxDash website, authorized applications, or authorized APIs, except as expressly permitted by VoxDash;

viii.frame, mirror, embed, or reproduce the Services or any portion thereof in a manner that implies affiliation with, endorsement by, or sponsorship from VoxDash without VoxDash’s executive management’s prior written consent;

ix.use the Services, Platform, VoxDash Property, or any data or outputs obtained through the Services to develop, train, improve, benchmark, or validate any product, service, or technology that competes with VoxDash or its offerings;

x.publish, disclose, or make available any benchmark, performance analysis, stress test, or comparative evaluation of the Services, Platform, or VoxDash infrastructure without VoxDash’s executive management’s prior written consent, excluding analyses conducted solely on Client-owned data or publicly available datasets that do not evaluate VoxDash’s technology or service performance. Any unauthorized publication or disclosure under this section constitutes a breach and causes irreparable harm for which monetary damages are an inadequate remedy, entitling VoxDash to injunctive and equitable relief.

n)Competitive Use Restrictions. The Client shall not, and shall not permit any third party to, directly or indirectly:

i.use the Services, Platform, VoxDash Property, outputs, documentation, or Derived Data to develop, operate, market, benchmark, validate, or improve any product or service that competes with VoxDash or its offerings;

ii.use the Services to recruit, solicit, divert, or encourage any VoxDash Client, User, Vendor, data provider, or respondent to use a competing product or service;

iii.disclose, share, or make available access credentials, non-public documentation, technical details, pricing information, usage patterns, or other non-public information about the Services to any competitor of VoxDash;

iv.access or use the Services on behalf of, or for the benefit of, a competitor of VoxDash, except to the extent expressly authorized in a written Service Agreement signed by VoxDash.

If a Client’s affiliation, employment, or business activities create a conflict with this subsection, VoxDash may, in its sole discretion, immediately suspend or terminate access to the Services without notice or refund. VoxDash may require reasonable certifications of compliance with this subsection from time to time. The Client represents and warrants that it is not currently employed by, contracted with, consulting for, or acting on behalf of any entity that competes with VoxDash. If the Client or any User on the Client's Account becomes affiliated with a competitor during the term of this Agreement, the Client shall notify VoxDash in writing within five (5) business days. Failure to provide such notice constitutes a breach.

o)AI and Automation Misuse. The Client shall not, and shall not permit any third party to, directly or indirectly:

i.use third-party AI tools, generative AI, or automated systems to create, modify, or submit any content, dataset, metadata, listing, submission, or output that misrepresents data quality, methodological rigor, provenance, sampling, weighting, analysis methods, or research credentials;

ii.use AI-generated or automated content to circumvent VoxDash’s quality controls, validation processes, metadata requirements, disclosure obligations, or curation standards;

iii.submit AI-generated, synthetic, simulated, or augmented datasets or responses without clearly and accurately labeling such content as AI-generated or synthetic in the applicable metadata or disclosure fields;

iv.use the Services, Platform, VoxDash Property, outputs, or Derived Data as input data for training, fine-tuning, benchmarking, or validating any competing AI system, model, or automated research platform;

v.automate interactions with the Services, including uploads, queries, downloads, submissions, or API calls, in a manner that exceeds documented limits, fair-use thresholds, or normal human usage patterns, or that creates excessive load, interference, or degradation of the Services; or

vi.use AI or automated tools to generate misleading marketplace listings, fabricated user reviews, false endorsements, false attribution claims, or deceptive representations regarding data sources, authorship, affiliations, or institutional approval.

Content that includes any AI-generated or automated elements must be disclosed accurately and completely in the applicable metadata, submission, or listing fields. VoxDash may use automated or manual detection, validation, or review tools to identify AI-generated or automated content and may remove, restrict, flag, reclassify, or suspend access to such content or Accounts, in its sole discretion, without notice or liability.

p)Review and Rating Integrity. The Client shall not, and shall not permit any third party to, directly or indirectly:

i.offer, solicit, provide, or accept any payment, credit, discount, rebate, benefit, or other consideration in exchange for reviews, ratings, citations, endorsements, or recommendations;

ii.coerce, threaten, pressure, incentivize, or attempt to influence any Client, User, Vendor, or third party to provide positive feedback, suppress negative feedback, or modify existing reviews or ratings;

iii.create fake accounts, maintain multiple accounts, coordinate with others, or engage in any scheme designed to artificially inflate, deflate, manipulate, or distort ratings, citations, rankings, or recommendations;

iv.submit reviews, ratings, citations, or evaluations for any data product, dataset, service, or Vendor that the Client has not actually accessed, used, or analyzed through the Services;

v.use review, rating, or citation features to submit complaints, disputes, or grievances unrelated to the specific dataset, data product, or service being reviewed; or

vi.engage in any other conduct intended or reasonably likely to undermine the integrity, reliability, or trustworthiness of VoxDash’s review, rating, citation, ranking, or recommendation systems.

VoxDash may, in its sole discretion, remove, suppress, modify, discount, reclassify, or disregard any review, rating, citation, or related signal that it determines was submitted or obtained in violation of this subsection, without notice or liability.

Any violation of this Section constitutes a breach of these Terms and may result in immediate suspension or termination of access to the Services, without notice or liability.

Remedial Obligations Upon Discovery of Improper Disclosure. If you become aware that any Marketplace Data, Public Archive content, or other materials accessed through the Services contain directly identifiable information that was not intended to be public, you must immediately cease all use, promptly notify VoxDash, and permanently delete any local copies or extracts unless VoxDash instructs otherwise. VoxDash may coordinate with the relevant Vendor or data provider regarding any remedial steps and has no obligation to provide replacement data.

Anti-Re-identification, Anti-Linkage, and Anti-Inference.

Users must not use any method – statistical, computational, AI-driven, manual, or otherwise – to:

a)identify or re-identify individuals represented in datasets;

b)infer identity, attributes, or sensitive traits; or

c)combine VoxDash datasets with external information in a manner that increases re-identification risk.

These obligations apply regardless of whether the datasets originate from Vendors, the Public Archive, Marketplace Data, Client uploads, or other sources. The Client represents and warrants that re-identification of any Respondent, individual, household, or small group is not reasonably possible from any combination, linkage, aggregation, or amalgamation of information across any materials, datasets, Data Projects, or User Uploads submitted by that Client or its Users, whether evaluated individually or collectively. The Client is solely responsible for assessing and mitigating any cross-dataset re-identification risks before uploading materials to the Services.

Stipulated Damages for Unauthorized Use (Liquidated Damages).

The Client acknowledges that unauthorized use of the Services – including, without limitation, circumvention of authentication or metering, competitive benchmarking, resale or provision of access to third parties, or use of the Services as a hosted or managed service for others – causes harm to VoxDash that is difficult to quantify at the time of contracting.

The parties agree that the following liquidated damages represent a reasonable pre-estimate of VoxDash’s anticipated harm and are not a penalty: ten thousand CAD dollars (CAD $10,000) per incident of unauthorized use, plus three times the Fees that would have been payable for the unauthorized usage.

Liquidated damages are without prejudice to VoxDash’s right to recover actual damages to the extent they exceed the liquidated amount.

Intellectual Property Rights.

All web products, services, information, materials, data, images, graphics, sounds, and other components on the Site (the "Contents") are copyrighted and owned or controlled by VoxDash unless otherwise noted. Any unauthorized use of the Contents may violate copyright, trademark, and other intellectual-property laws and may give rise to claims for damages or constitute a criminal offense.

Contents may not be modified, copied, distributed, republished, uploaded, posted, decompiled, or transmitted in any way without the prior written consent of VoxDash. The Contents are provided for lawful purposes only.

The Contents are provided with “restricted rights.” Use, duplication, or disclosure by the U.S. government is subject to the restrictions set forth in FAR 52.227-14 and DFAR 252.227-7013 et seq. or their successors. Use by the U.S. government constitutes acknowledgment of VoxDash’s proprietary rights in the Contents.

10.Audit and Compliance Verification

Audit Rights. VoxDash may, in its sole discretion, audit or review a Client’s Account activity, usage of the Services, and related records at any time where VoxDash reasonably believes a breach of these Terms, misuse of the Services, violation of applicable law, circumvention of safeguards, or compliance failure has occurred, is occurring, or is reasonably likely to occur. Where the audit requires affirmative cooperation by the Client, VoxDash will ordinarily provide at least forty-eight (48) hours’ notice; however, notice may be shortened or waived in whole or in part where VoxDash determines that immediate action is required to address fraud, security risk, sanctions exposure, regulatory obligations, unlawful activity, or risk to the Platform. The absence of prior notice, delayed notice, or partial notice does not invalidate any audit, review, finding, determination, or remedial action taken by VoxDash, and does not limit VoxDash’s rights or remedies under these Terms.

Scope of Audit. The audit may include, to the extent reasonably necessary and proportionate to the suspected issue:

a)review of Account activity, access logs, usage records, and API calls;

b)inspection of datasets, workflows, configurations, and outputs generated through the Services;

c)review of documentation relating to data collection, consent, sampling, recruitment, or respondent handling;

d)review of systems or services directly integrated with VoxDash via API or automation, solely to the extent they interact with the Services; and

e)interviews with relevant personnel, contractors, or agents responsible for compliance with these Terms.

f)VoxDash is not entitled to access unrelated systems, proprietary source code, or trade secrets beyond what is reasonably required to verify compliance.

Cooperation Obligations. The Client shall provide full, timely, and good-faith cooperation with any audit, including access to relevant records, personnel, and documentation. Failure to cooperate constitutes a material breach of these Terms.

Cost Recovery. If an audit reveals a material breach, misuse, underpayment, or violation of these Terms or applicable law, the Client shall reimburse VoxDash for all reasonable costs of the audit, including internal personnel time, professional fees, and third-party expenses. Cost recovery is in addition to any other remedies available to VoxDash.

No Limitation of Remedies. Audit rights are cumulative and do not limit VoxDash’s rights to suspend or terminate access, accelerate Fees, seek injunctive relief, pursue damages, or enforce any other provision of these Terms.

Survival. These audit and compliance verification rights survive termination, suspension, expiration, or closure of the Account for a period of three (3) years, notwithstanding Section “Survival of Provisions”.

11.Code of Conduct

The use of this Site is additionally governed by the Code of Conduct:

a. You may not use the Site for any illegal or unauthorized purpose. In addition to the laws of the Province of Ontario, Canada, you also agree to comply with all local laws that apply to your use of the Site.

b. You may not use the Site in any manner that could disable, overburden, damage, or impair the Site, its servers or computer network, or interfere with any other party's use and enjoyment of the Site.

c. You agree that you are responsible for your own conduct and communications while using the Site and for any consequences of that use. By way of example, and not as a limitation, you agree that when using the Website, you will not:

•post or upload any inappropriate, promotional, defamatory, destructive, obscene, or unlawful content;

•defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others;

•post or upload any User Content that infringes any patent, trademark, copyright, trade secret, or other intellectual property right of any party;

•impersonate another person, or falsify or delete any author attributions, legal or other proper notices, or proprietary designations or labels of the origin or source of any content;

•use the Site in connection with contests, junk email, spamming, or any duplicative messages (commercial or otherwise);

•use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Site to collect information about other users or domain names;

•upload files that contain bugs, viruses, Trojan horses, worms, or any other similar software or programs that may damage the operation of the computer or the property of another; or

•submit User Content that falsely expresses or implies that such User Content is sponsored or endorsed by any party where it is not sponsored or endorsed by such party.

d. While VoxDash prohibits such conduct and User Content in connection with the Site, you understand and agree that, nonetheless, you may be exposed to such conduct or User Content and that you use the Site at your own risk.

e. VoxDash reserves the right to monitor use of this Site to determine compliance with these Terms. Although VoxDash does not pre-screen, read, review, vet, or otherwise assess User Content in advance of its posting, VoxDash reserves the right to remove any User Content and/or terminate your VoxDash User Account without notice for breach or for any other reason.

VoxDash’s determination of a violation is final. VoxDash may remove content, suspend access, or terminate accounts immediately and without notice or refund. VoxDash is not responsible for and will not be liable for the actions, omissions, or conduct of any User, Client, or third party, whether on or off the Platform.

User Content and Conduct Disclaimer. VoxDash does not control, verify, or endorse any data, files, datasets, survey results, metadata, or other materials uploaded or shared by Clients or Users. All such content is the sole responsibility of the party that created or provided it. VoxDash makes no representation or warranty regarding the accuracy, authenticity, completeness, reliability, or legality of any Client Data or publication derived from it, including datasets that may be false, misleading, defamatory, or politically motivated. VoxDash is not responsible for and will not be liable for the actions, omissions, or conduct of any Client, User, or third party – whether on or off the Platform – or for any reliance placed by others on content made available through the Services. VoxDash reserves the right, but has no obligation, to review, monitor, remove, or restrict access to any content that it determines, in its sole discretion, may violate these Terms or applicable law. VoxDash is not a party to and has no obligation to mediate or resolve disputes between Clients, Users, or third parties. Any such disputes must be resolved directly between the involved parties. All communications, transactions, relationships, or agreements among Clients, Vendors, or Users occur solely between those parties, and VoxDash has no responsibility or liability for such communications, transactions, relationships, or agreements.

User Interactions. You are solely responsible for your interactions, transactions, and communications with other Clients or Users. VoxDash does not screen, endorse, monitor, or supervise any such interactions and is not a party to any disputes between Users. You release VoxDash from any claims arising from User interactions, except to the limited extent prohibited by applicable law.

VoxDash does not investigate, vet, or verify the identity, credentials, affiliations, qualifications, or representations of any Client, Vendor, or User, including any claims of institutional affiliation, expertise, or methodological competence. All such information is provided at the sole responsibility of the party that submits it. VoxDash disclaims any liability arising from incorrect, misleading, fraudulent, or outdated representations made by Clients, Vendors, or Users, whether on or off the Platform.

Criminal and Regulatory Referrals. VoxDash may, in its sole discretion, report or refer any suspected fraudulent, illegal, abusive, harmful, or otherwise improper conduct by the Client or its Users to law enforcement agencies, regulatory authorities, or governmental bodies. VoxDash may make such referrals without notice to the Client and without any obligation to verify the accuracy of underlying allegations. To the fullest extent permitted by law, the Client waives any claim, action, or liability against VoxDash arising from or relating to any such referral, investigation, enforcement action, or resulting adverse consequence.

12.Service Availability and Maintenance

VoxDash provides access to the Platform using commercially reasonable efforts to maintain availability and performance. VoxDash does not guarantee uninterrupted or error-free operation. The Services may be temporarily unavailable due to maintenance, updates, system upgrades, network failures, or other operational needs. Maintenance may occur at any time, with or without notice, including during business hours. VoxDash has no obligation to schedule or announce maintenance windows. Operational modifications under this Section are independent of, and may occur in addition to, any modification of these Terms under Section “Updates to our Terms of Service”.

Scheduled Maintenance. VoxDash may perform scheduled or unscheduled maintenance, updates, or operational changes during which the Services may be unavailable or operate with reduced functionality. Where a written Service Agreement expressly includes a service level commitment, scheduled maintenance periods are excluded from any downtime or availability calculations unless that Service Agreement expressly provides otherwise. VoxDash may attempt to perform maintenance during off-peak hours, but makes no guarantee regarding timing or advance notice.

VoxDash may modify, update, migrate, reconfigure, suspend, or discontinue any part of the Platform, Site, or Services at its discretion and without liability. VoxDash has no obligation to maintain backward compatibility of any API, data format, export, integration, workflow, or user interface, and VoxDash is not liable for any resulting loss, corruption, reprocessing cost, or system impact. For paid features, VoxDash will use commercially reasonable efforts to communicate material changes through the Application or Site, but has no obligation to provide advance notice unless a written Service Agreement signed by VoxDash’s executive management expressly requires it. For clarity, the availability of any feature, module, workflow, integration, or functionality is not a guaranteed component of any subscription plan or license grant, and continued access to any specific feature is not part of the Client’s contractual entitlement unless expressly stated in a written Service Agreement executed by VoxDash.

API Deprecation and Changes. VoxDash may modify, deprecate, version, discontinue, or remove any API, endpoint, data schema, data format, integration, developer tool, or related functionality at any time, with or without notice. The Client is solely responsible for monitoring API documentation and adapting integrations. To the fullest extent permitted by law, the Client waives any claim, loss, liability, or damages arising from or relating to API changes, deprecations, breaking changes, or removal of functionality.

API Versioning and Deprecation. VoxDash may introduce new API versions and may modify, deprecate, or retire existing API versions at any time, with or without notice. The Client is solely responsible for maintaining compatibility with supported API versions and for monitoring VoxDash’s technical documentation. VoxDash may discontinue access to or support for deprecated API versions at its discretion. Continued use of any deprecated or unsupported API version is at the Client’s sole risk, and VoxDash has no liability for any resulting failures, errors, data loss, or incompatibilities.

VoxDash does not guarantee compatibility with any specific browser, operating system, device, network, third-party service, or version. Maintenance, upgrades, and redesigns may result in temporary or permanent interruptions that do not constitute a breach of these Terms.

No Commitments on Performance or Recovery. Except as expressly stated in a written Service Agreement signed by VoxDash’s executive management, VoxDash makes no commitments or warranties regarding uptime, response time, data recovery, defect correction, or resolution of reported issues. No refunds, credits, offsets, or account adjustments apply for downtime, degradation, maintenance, system behavior, or loss of data.

Beta and Free Features. VoxDash may limit, modify, suspend, or discontinue any Beta feature or free feature at any time, with or without notice, and without liability or compensation of any kind.

No Reliance on Beta or Free Features. The Client acknowledges that it has not relied, and may not rely, on the availability, continuation, performance, functionality, or scope of any Beta feature, free feature, promotional offering, sandbox environment, demo environment, or other no-fee component of the Services in entering into these Terms. Any modification, limitation, suspension, or discontinuation of such features does not constitute a breach of these Terms and does not entitle the Client to any refund, credit, offset, damages, service extension, or other remedy.

No Guarantee of Future Availability. The availability of any dataset, feature, workflow, module, integration, visualization, or analytical capability at any point in time does not create any expectation or right that it will continue to be available. VoxDash may remove, replace, restrict, or materially modify any element of the Services at any time.

No Reliance on Availability. The Client acknowledges that the Services may experience interruptions, delays, throttling, or errors, and the Client agrees not to rely on continuous or error-free availability. VoxDash is not responsible for any loss, delay, or impact arising from maintenance, outages, throttling, rate limits, or system behavior.

No Duty to Provide Alternatives. VoxDash may discontinue, deprecate, materially modify, or remove any feature, module, dataset, API endpoint, integration, workflow, user interface element, or other functionality at any time, for any reason or no reason. VoxDash has no obligation to provide, develop, or maintain any substitute, replacement, migration path, workaround, compatibility layer, continued support, or alternative solution for any discontinued or modified functionality. The Client is solely responsible for adapting systems, processes, and dependencies to changes in the Services. VoxDash is not liable for any loss, cost, delay, reconfiguration effort, or business impact resulting from such changes, except to the extent expressly required by a written Service Agreement executed by VoxDash.

13.AI Tool Use and Limitations

You acknowledge and agree that any output generated by VoxDash’s AI tools – including but not limited to response coding, automated summaries, call transcripts, or sentiment indicators – is to be used with professional judgment. VoxDash does not guarantee the correctness, neutrality, or legal defensibility of any AI-generated output. By using AI tools, you confirm that you understand these outputs are generated probabilistically and should be reviewed prior to publication or operational use. VoxDash provides AI outputs for informational and research purposes only and does not act as the data controller, publisher, or editor of AI-generated content created or uploaded by clients. Clients are solely responsible for reviewing, verifying, and approving all AI-generated outputs before use or publication, and VoxDash disclaims all liability arising from reliance on or disclosure of such outputs. You agree not to use AI-generated outputs from VoxDash as the sole basis for consequential decisions, including but not limited to decisions relating to finance, credit, elections, public policy, safety, employment, sanctions, or regulatory matters. Any such decisions must be based on independent analysis and professional judgment, and you accept full responsibility for those decisions and their outcomes.

14.Client Data, Consent, and Compliance Warranty

By using VoxDash, including its data-collection functionalities and any advanced voice-based research modules, you represent and warrant that:

•You have obtained all required rights, permissions, and legal authority to upload and use any contact list (sample) with the advanced voice-based research and data collection feature.

•The contact list complies with all applicable telecommunication, data privacy, and consent regulations in every jurisdiction where:

oYou are operating the project or initiating outbound calls; and

oIndividuals are being contacted, surveyed, or from whom data is being collected.

•Where prior written consent is legally required (e.g., under the U.S. Telephone Consumer Protection Act [TCPA] or other applicable laws), you have obtained express, specific, and documented consent from each individual before initiating any AI-driven call. Such consent must clearly inform the individual that they may receive automated or artificial voice calls from an AI system.

•You understand and accept that the responsibility for determining and complying with all applicable consent and call laws rests entirely with you and your organization.

•VoxDash does not initiate or place calls. All outbound or inbound communication occurs solely through client-controlled systems connected to the platform.

•Sender of Record; Telecommunications Laws. For all outbound or inbound calls, SMS, or other communications initiated using or through the Services, you acknowledge and agree that you, and not VoxDash, are the sole “sender,” “caller,” and “telecommunications service provider” or equivalent term under all applicable laws, including without limitation the U.S. Telephone Consumer Protection Act (TCPA), the U.S. CAN-SPAM Act, Canada’s Anti-Spam Legislation (CASL), and any analogous anti-spam or telemarketing regulations. VoxDash acts only as a software platform and technical facilitator of communications that you or your systems initiate. VoxDash does not select the recipients, determine the content of any message, or decide when or how messages are sent. You are solely responsible for ensuring that all communications, including AI-assisted or pre-recorded voice messages, comply with applicable identification, consent, timing, opt-out, record-keeping, and do-not-call requirements in every relevant jurisdiction.

•VoxDash does not supply, source, or sell contact lists. The advanced voice-based research and data collection feature is provided solely as a software platform for clients who upload their own legally obtained samples. You remain fully responsible for ensuring the legality and compliance of all contact data you use on the platform.

•You acknowledge that specific consent obligations may vary by jurisdiction (e.g., express consent under U.S. TCPA, implied vs. express consent under Canadian CRTC, or explicit consent under GDPR), and you are solely responsible for understanding and complying with those requirements before placing any outbound calls via the advanced voice-based research and data collection tools.

oYou agree to indemnify, defend, and hold harmless VoxDash Inc., its officers, directors, employees, and affiliates from any claim, investigation, regulatory action, penalty, fine, or legal proceeding arising from:

oThe use of contact data uploaded by you or your agents;

oFailure to obtain proper consent under applicable laws; or

oAny breach of telecommunication, data protection, or privacy regulations related to the advanced voice-based research and data collection tool usage.

•VoxDash has no duty to review, verify, validate, or approve any Client Data, consent record, or dataset before or after upload, and any passive technical acceptance of such data does not constitute acknowledgment of legality or compliance. VoxDash does not review or validate the content of any calls or Audio Recordings, and any acceptance, hosting, or storage of such data is purely technical and does not constitute approval, verification, or assessment of legality, accuracy, or compliance.

•General Compliance Responsibility. In addition to the specific telecommunication and consent obligations described in these Terms, you are solely responsible for ensuring that your overall use of the Services, including any data collection, storage, analysis, publication, licensing, or sharing of datasets or outputs, complies with all applicable laws, regulations, institutional policies, and contractual obligations in every relevant jurisdiction. VoxDash has no obligation to advise you on, monitor, or enforce your compliance obligations, and any failure by you or your Users to comply with such obligations is solely your responsibility.

•The Platform may generate Audio Recordings as part of Advanced Voice-Based Research and Data Collection or its other Services. VoxDash does not monitor, review, filter, redact, or remove any content from Audio Recordings. The Client is solely responsible for ensuring that its collection, storage, review, redaction, and disclosure of Audio Recordings comply with applicable privacy, data-protection, and telecommunications laws, including obligations related to incidental disclosures of Personal Information. VoxDash does not redact or anonymize Audio Recordings. If the Client elects to share any Audio Recording with third parties, the Client bears full responsibility for reviewing and removing any Personal Information or other sensitive content disclosed during the call. VoxDash has no obligation to assist with redaction, anonymization, legal review, or compliance assessments related to Audio Recordings.

15.User Representations, Warranties, and Covenants

By uploading, submitting, or publishing any Client Data, datasets, documentation, or other content to VoxDash, you represent, warrant, and covenant that:

a)Intellectual property: Your submissions do not infringe, misappropriate, or violate any patent, trademark, trade secret, copyright, right of publicity, moral right, or other intellectual property or proprietary right of any third party;

b)Legal compliance: Your submissions do not violate any applicable law, regulation, ordinance, treaty, or governmental directive;

c)Rights and authority: You possess all necessary rights, permissions, licenses, consents, and authority to upload and publish the content, and to grant the licenses described in these Terms;

d)Approvals obtained: You have obtained all relevant, obligatory, and applicable approvals for uploading and publishing such materials, including but not limited to approvals from Institutional Review Boards (IRBs), ethics committees, data protection authorities, and any third parties with whom you have contractual obligations;

e)De-identification: If your submissions contain information about human subjects, you have implemented appropriate de-identification, anonymization, or pseudonymization measures such that re-identification of individuals from the uploaded materials is not reasonably possible, except where:

i.the information has been previously released to the public;

ii.the information describes public figures and relates to their public roles or non-sensitive matters;

iii.A sufficient period of time has passed since collection;

iv.all identified subjects have provided explicit informed consent for public release; or

v.all identified subjects are deceased, and no statute restricts release;

f)No sensitive identifiers: Your submissions do not contain, except as permitted above: social security numbers, credit card numbers, medical record numbers, health plan beneficiary numbers, financial account numbers, biometric identifiers (fingerprints, retinal scans, voice prints, DNA profiles), or other direct identifiers that could enable re-identification;

g)No harmful code: Your submissions do not contain software viruses, malware, trojan horses, worms, time bombs, ransomware, or any other computer code, files, or programs designed or intended to disrupt, damage, limit, or interfere with the proper function of any software, hardware, or network, or to obtain unauthorized access to any system or data;

h)Truthful disclosure: All methodological descriptions, sample characteristics, weighting specifications, sponsorship disclosures, and other metadata you provide are accurate, complete, and not misleading;

i)Notification of issues: In the event you become aware of any confidentiality, privacy, data protection, licensing, intellectual property, or legal issues regarding your submissions after upload, you will promptly notify VoxDash and take immediate steps to address the issue; and

j)Ongoing compliance: Your submissions remain in compliance with these representations throughout the period they are hosted on VoxDash.

Certification of Compliance. Upon VoxDash’s written request, the Client shall provide a written certification, signed by an authorized officer, confirming the Client’s ongoing compliance with all representations, warranties, covenants, and obligations under these Terms. The certification must address, at a minimum, data rights, consent, and telecommunications compliance, licensing authority, ethical approvals, de-identification measures, and accuracy of methodological disclosures. The Client shall deliver the certification within fifteen (15) business days of VoxDash’s request. Failure to provide a timely and complete certification constitutes a breach of these Terms.

These representations and warranties are material inducements for VoxDash to provide the Services. You acknowledge that VoxDash relies on these representations in accepting and hosting your content.

The Client is legally and financially responsible for all damages, losses, liabilities, penalties, and claims arising from any User Uploads, regardless of whether VoxDash could have detected, reviewed, or prevented any issue.

16.No Endorsement of User Content

You acknowledge and agree that VoxDash does not endorse, verify, certify, approve, or take responsibility for any Client Data, datasets, methodologies, findings, statistical claims, or representations made by any user. VoxDash makes no representations or warranties regarding:

a)the accuracy, completeness, reliability, timeliness, or quality of any datasets or user-submitted content;

b)the qualifications, expertise, or credentials of any data provider, researcher, or user;

c)compliance with applicable research ethics requirements, IRB approvals, or data protection regulations;

d)the validity, representativeness, or scientific soundness of any methodology, sample, or statistical analysis;

e)the truthfulness of any disclosure regarding funding sources, sponsorship, or conflicts of interest;

f)the enforceability or adequacy of any user-selected license or data use restrictions; or

g)the absence of viruses, errors, harmful code, or technical vulnerabilities in any uploaded materials.

Publication, indexing, or display of content on VoxDash does not constitute endorsement, verification, or certification. Users rely on content at their own risk and are responsible for conducting independent evaluation and verification.

17.Data Protection and Privacy Policy

You acknowledge that you have read and understood the Privacy Policy available on the Site, as it may be updated from time to time, and consent to the collection, use, and disclosure of your personal information in accordance with it. The Privacy Policy is incorporated by reference into these Terms and forms an integral part of this Agreement. References to the Privacy Policy or other VoxDash policies do not create additional contractual warranties or obligations beyond those expressly stated in these Terms or an executed Service Agreement.

VoxDash’s handling of all personal and organizational data is governed by the Privacy Policy. It explains how VoxDash collects, uses, stores, and discloses information, including any Personal Information, when Users interact with the Platform or the Site.

Clients are solely responsible for obtaining all required consents, providing any legally required notices, and ensuring that their submission and use of data through the Platform comply with all applicable privacy, data-protection, and telecommunications laws. Depending on the nature of the processing activity, VoxDash may act either (i) as a Processor when processing Client Data solely on the Client’s documented instructions for the purpose of delivering Client-initiated functionality, or (ii) as an Independent Controller when processing Client Data for security, logging, resilience, abuse detection, diagnostics, service improvement, metadata generation, Derived Data creation, or any other operational or analytical purposes described in these Terms or the Privacy Policy. Nothing in this section limits VoxDash’s right to process Client Data as necessary to operate, maintain, secure, optimize, test, support, or improve the Services, or to develop and use Derived Data as described in the ‘Intellectual Property and Ownership’ section.

VoxDash implements commercially reasonable technical and organizational safeguards to protect data against unauthorized access, loss, or disclosure. These include secure transmission, access controls, and hosting with reputable third-party providers. However, VoxDash does not guarantee absolute security or uninterrupted availability of data. For Clients subject to specific regulatory frameworks, the Data Processing Addendum titled ‘Data Processing Addendum (DPA)’ set out in these Terms applies.

Client Responsibility for Information Accuracy. The Client is solely responsible for the accuracy, completeness, and currency of all information provided to VoxDash, including registration information, billing details, identity or eligibility representations, methodological disclosures, consent records, compliance certifications, and any other information submitted in connection with the Services. VoxDash is entitled to rely on all such information without independent verification, and any action taken by VoxDash in reliance on such information is deemed authorized, commercially reasonable, and undertaken in good faith for purposes of these Terms. Any inaccuracy, omission, or misrepresentation by the Client does not relieve the Client of any obligation under these Terms, does not limit VoxDash’s rights or remedies, and constitutes a breach of these Terms.

To the maximum extent permitted by law, VoxDash’s responsibility for any unauthorized access, use, or disclosure of Client Data, whether due to negligence, error, or third-party act, is limited to the express remedies stated in these Terms. VoxDash is not liable for loss, corruption, or exposure of Client Data resulting from software bugs, integration failures, network attacks, hacks, system failures, cyberattacks, third parties, or misuse by the Client’s personnel or contractors. Clients remain responsible for maintaining their own backups and security configurations. In the event of any actual or suspected unauthorized access or disclosure of Client Data, VoxDash’s sole obligation is to investigate and, where required by law, provide notice to affected Clients. VoxDash’s liability for any such event is limited as set out in the ‘Limitation of Liability’ section, and no additional warranties or remedies apply. VoxDash is not obligated to provide forensic services, credit monitoring, or remediation assistance, and its responsibility for any such event is strictly limited to the Fee cap defined in the “Limitation of Liability” section. VoxDash is not responsible for indirect consequences of any data incident, including reputational harm, business interruption, or third-party contractual exposure incurred by the Client. No implied duty arises to reimburse, defend, or indemnify the Client in connection with such consequences. VoxDash will not be responsible for any costs of investigation, remediation, or legal compliance incurred by the Client following any actual or suspected data incident, including notification expenses, credit monitoring, legal fees, or regulatory filings, except to the limited extent required by law and only within the liability cap defined in these Terms. VoxDash is not responsible for the acts, omissions, or security practices of its hosting providers, cloud infrastructure vendors, telephony gateways, or other integrated third-party services, and bears no vicarious, joint, or strict liability for their performance, security, or data handling. VoxDash may provide notice of any confirmed unauthorized access or disclosure of Client Data within a commercially reasonable timeframe consistent with applicable law. No fixed notification period is guaranteed.

Data Subject Requests and Regulatory Contact. If a data subject, regulator, or other third party contacts VoxDash with a request, complaint, or inquiry relating to Client Data, VoxDash is allowed, where legally permitted and reasonably practical, to direct that party to the Client or to provide the Client’s contact information. VoxDash is allowed, but not required, to notify the Client of such contact and to forward any request or notice. VoxDash has no obligation to respond on the Client’s behalf, to provide legal advice, or to take any action beyond what applicable law requires. The Client remains solely responsible for handling and responding to requests to access, correct, delete, restrict, or object to the processing of Personal Information in Client Data and for all communications with data protection authorities relating to Client Data, except where a written Service Agreement expressly states otherwise.

18.Data Processing Addendum (DPA)

To the extent VoxDash processes Personal Information on behalf of a Client acting as a Controller under applicable data protection laws, this Section constitutes a data processing addendum (“DPA”) and supplements these Terms. This DPA forms part of the Agreement and governs the parties’ respective data protection obligations where and to the extent required by applicable law. For informational purposes and to support applicable data protection documentation requirements, the categories of data subjects, categories of Personal Information, purposes of processing, and processing duration applicable to the Services are described below. This description is illustrative and non-exhaustive and does not limit VoxDash’s rights or expand VoxDash’s obligations under these Terms. For clarity:

a)VoxDash acts as an independent Controller for all processing necessary to operate, secure, maintain, improve, and commercialize the Services, including account management, security monitoring, analytics, aggregation, de-identification, Derived Data generation, and AI model development;

b)VoxDash acts as a Processor only when processing Client Data strictly in accordance with the Client’s documented instructions submitted through the Services, and only to the extent such processing is required to provide Client-initiated functionality;

c)VoxDash will process Personal Information in accordance with this DPA and applicable law, subject to the limitations, exclusions, and allocation of responsibility set out in these Terms, including the Limitation of Liability section;

d)The Client acknowledges and agrees that VoxDash’s dual role as Controller and Processor is inherent to the Services and reflects the parties’ agreed allocation of data protection responsibilities;

e)In the event of a conflict between this DPA and these Terms, this DPA governs solely to the minimum extent required by applicable data protection law with respect to the processing of Personal Information. In all other respects, including liability allocation, security standards, audit rights, and remedies, these Terms control. Subprocessor engagement, notification, objection, and liability allocation are governed by the applicable provisions of these Terms and apply equally to processing under this DPA. For the avoidance of doubt, any Standard Contractual Clauses or other transfer mechanisms incorporated under this DPA do not expand VoxDash’s obligations or liabilities beyond those expressly set out in these Terms.

f)Data Processing Description. Except where VoxDash acts as an independent Controller as described above, and solely to the extent VoxDash acts as a Processor, for purposes of applicable data protection laws, including Article 28(3) GDPR and equivalent provisions, the processing activities associated with the Services are described as follows:

i.Categories of Data Subjects. Depending on the Client’s configuration and use of the Services, data subjects may include, without limitation:

1.Clients and their authorized Users

2.Respondents to surveys, interviews, or research activities

3.Individuals whose data is included in Client Data

4.Individuals interacting with Published Submissions or public-facing content

ii.Categories of Personal Information. Depending on use and configuration, Personal Information processed may include, without limitation:

1.Account information (name, email address, organization)

2.Contact information (telephone number, address)

3.Payment and billing information

4.Usage and technical data (access logs, activity records, device or session identifiers)

5.Client Data uploaded or generated through use of the Services

6.Audio recordings or transcripts where enabled by the Client

7.Aggregated or de-identified data, including Derived Data, generated through operation of the Services

iii.Purposes of Processing. Processing activities may include, without limitation:

1.Providing, operating, and maintaining the Services

2.Account management, authentication, and support

3.Payment processing and billing

4.Security monitoring, fraud prevention, and abuse detection

5.Analytics, service improvement, and product development

6.Compliance with legal and regulatory obligations

7.Generation of Derived Data and development or improvement of analytical or AI-based models

iv.Duration of Processing. Personal Information is processed for the duration of the applicable Agreement and thereafter in accordance with these Terms, VoxDash’s data retention practices, and applicable law where VoxDash acts as a Processor.

g)Audit Rights and Limitations.

i.General Prohibition. To the maximum extent permitted by applicable law, except as expressly provided in this Section or required by mandatory, non-waivable provisions of applicable data protection law, the Client has no right to audit, inspect, assess, review, or examine VoxDash’s systems, facilities, records, security practices, sub-processors, personnel, or operations.

ii.Limited Exception for Data Protection Compliance. Where Regulation (EU) 2016/679 (GDPR) or any other mandatory, non-waivable data protection law applicable to VoxDash’s processing of Client Personal Data as a Processor requires audit rights, the Client may request an audit solely to verify VoxDash’s compliance with its Processor obligations, subject to all of the following conditions:

1.The Client must submit a detailed written audit plan to VoxDash’s designated privacy contact at least sixty (60) days in advance, describing the proposed scope, duration, methodology, and proposed start date;

2.The audit scope is strictly limited to VoxDash’s Processor obligations and shall not extend to any Controller activities, commercial operations, pricing, competitive information, technical architecture, source code, algorithms, or other proprietary matters;

3.The Client shall bear all costs and expenses incurred by VoxDash in connection with the audit, including internal personnel time at VoxDash’s then-current professional services rates, regardless of audit outcome;

4.Any third-party auditor must be mutually agreed upon, must not be a competitor of VoxDash, and must execute a confidentiality agreement acceptable to VoxDash prior to conducting any audit;

5.Any audit must occur during VoxDash’s regular business hours, must not interfere with VoxDash’s operations, and must be completed within one business day unless VoxDash agrees otherwise in writing;

6.The Client shall provide VoxDash with a complete copy of any audit report, which shall constitute VoxDash Confidential Information and may be used solely for the Client’s internal regulatory compliance purposes; and

7.VoxDash may object to any proposed auditor in its sole discretion, in which case the Client shall appoint a replacement auditor acceptable to VoxDash.

iii.Alternative Compliance Evidence. VoxDash may, at its discretion, satisfy any audit request by providing certifications, attestations, SOC reports, security questionnaires, or other compliance documentation. Acceptance of such documentation in lieu of an on-site audit is conclusive and binding and fully satisfies any audit obligation under applicable data protection law.

iv.Audit Frequency Cap. The Client may exercise audit rights under this Section no more than once per rolling twelve-month period. Any audit request, whether completed, withdrawn, deferred, or satisfied through alternative compliance evidence, counts toward this frequency limit.

v.Exclusions. VoxDash is never required to disclose: (i) data of any other client; (ii) internal accounting or financial information; (iii) trade secrets, algorithms, source code, or proprietary technology; (iv) information that could compromise system security; (v) information protected by attorney-client privilege or work-product doctrine; or (vi) competitive or strategic information.

h)Processing Records and Compliance Information.

i.Processor Records. VoxDash maintains records of processing activities as required under applicable data protection law where VoxDash acts as a Processor.

ii.Client Cooperation. The Client shall provide VoxDash, upon reasonable request, with accurate and complete information necessary for VoxDash to maintain such records, including, where applicable: (a) the Client’s name and contact details and those of any data protection officer or representative; (b) the categories of data subjects and categories of Personal Information processed; and (c) the purposes of processing.

iii.Ongoing Accuracy. The Client shall promptly update any information provided under this Section to reflect material changes and represents and warrants that all information provided is accurate and current.

iv.Regulatory Disclosure. VoxDash may disclose processing records to supervisory authorities or regulators as required by applicable law. Any such disclosure does not require Client consent and does not constitute a breach of these Terms.

i)Data Subject Rights.

i.Client Responsibility. The Client is solely responsible for responding to any request from a data subject to exercise rights under applicable data protection law, including rights of access, rectification, erasure, restriction, portability, objection, or any similar right.

ii.Redirection. If VoxDash receives a request from a data subject relating to Client Data, VoxDash may advise the data subject to submit the request directly to the Client and has no obligation to take any further action with respect to such request. VoxDash has no obligation to respond to any data subject request on the Client’s behalf.

iii.Assistance Through Service Functionality. VoxDash will make available to the Client those features and tools included in the Services that enable the Client to access, export, correct, or delete Client Data. The availability of such functionality constitutes VoxDash’s sole obligation to assist the Client with data subject requests.

iv.No Expansion of Features. VoxDash has no obligation to develop, customize, provide, or maintain any functionality, tool, workflow, or feature that is not included in the Client’s applicable subscription plan solely for the purpose of assisting with data subject requests.

v.Cost Recovery. To the extent the Client requests assistance beyond the standard functionality of the Services, VoxDash may provide such assistance in its discretion and may charge reasonable fees at VoxDash’s then-current professional services rates.

j)Data Protection Impact Assessments and Prior Consultation.

i.Client Responsibility. The Client is solely responsible for determining whether a data protection impact assessment, privacy impact assessment, or similar assessment is required under applicable law in connection with the Client’s use of the Services, and for conducting any such assessment.

ii.Limited Assistance Through Documentation. Where VoxDash acts as a Processor and applicable data protection law requires processor assistance with an impact assessment, VoxDash will provide reasonable assistance solely by making available the information contained in these Terms, VoxDash’s Privacy Policy, and VoxDash’s then-current Security Practices documentation. Such documentation constitutes VoxDash’s entire obligation to assist with any impact assessment, and VoxDash has no obligation to provide legal analysis, risk scoring, mitigation recommendations, or regulatory interpretation.

iii.No Substantive Evaluation or Endorsement. VoxDash does not assess, validate, approve, or endorse the Client’s impact assessment, conclusions, risk determinations, or mitigation measures, and makes no representation that any documentation provided is sufficient for the Client’s compliance obligations.

iv.Prior Consultation. The Client is solely responsible for determining whether prior consultation with a supervisory authority or regulator is required under applicable law and for conducting any such consultation. VoxDash has no obligation to participate in, respond to, or support any such consultation unless required by mandatory, non-waivable applicable law.

v.Fee Recovery. To the extent the Client requests assistance beyond the documentation described above, VoxDash may, in its discretion, provide such assistance and charge reasonable fees at VoxDash’s then-current professional services rates.

k)International Data Transfers.

i.This subsection applies solely to transfers of Personal Information where VoxDash acts as a Processor and where applicable data protection law requires a specific transfer mechanism.

ii.General Authorization. The Client authorizes VoxDash to transfer, store, and process Client Data, including Personal Information, in any jurisdiction where VoxDash or its subprocessors maintain facilities or operations, including jurisdictions that may not provide data protection safeguards equivalent to those of the Client’s jurisdiction. VoxDash is not required to obtain additional consent for any such transfers.

iii.Transfer Mechanisms. Where required by applicable data protection law for transfers of Personal Information outside a jurisdiction recognized as providing adequate protection, VoxDash may rely on one or more lawful transfer mechanisms, including: (a) Standard Contractual Clauses approved by the European Commission or the UK Information Commissioner’s Office, as applicable, which are incorporated by reference; (b) an approved certification framework; (c) binding corporate rules; or (d) any other lawful transfer mechanism. VoxDash determines the applicable transfer mechanism in its sole discretion.

iv.EU Standard Contractual Clauses. To the extent the EU Standard Contractual Clauses apply to a transfer of Personal Information:

1.Module Two (Controller to Processor) applies where the Client acts as a Controller, and VoxDash acts as a Processor;

2.Module Three (Processor to Processor) applies where the Client acts as a Processor and VoxDash acts as a Subprocessor;

3.Clause Seven (the optional docking clause) does not apply;

4.Under Clause Nine, Option Two (general written authorization for subprocessors) applies;

5.Under Clause Eleven, the optional redress language does not apply;

6.Under Clause Seventeen, the governing law is the law of Ontario, Canada;

7.Under Clause Eighteen, the courts of Ontario, Canada, have jurisdiction;

8.Conditional EU Fallback. To the extent that the selection of the law or courts of Ontario, Canada under Clauses Seventeen or Eighteen of the EU Standard Contractual Clauses is determined by a competent authority to be impermissible for a specific transfer of Personal Information, solely for that transfer and solely to the minimum extent required, the governing law shall be the law of Ireland and the courts of Ireland shall have jurisdiction. In all other cases, the selections set out above apply.

v.UK Transfers. For transfers of Personal Information originating from the United Kingdom, the UK International Data Transfer Addendum to the EU Standard Contractual Clauses applies, with corresponding selections to those set out in this Section.

vi.No Guarantee of Adequacy. VoxDash does not represent or guarantee that any jurisdiction provides data protection equivalent to that of Canada, the European Union, or the United Kingdom. The Client is solely responsible for determining whether its use of the Services, including any cross-border transfers of Client Data, complies with applicable data protection law.

l)Liability Allocation and Limitation.

i.No Expansion of Liability Cap. The total combined liability of VoxDash and its Affiliates arising out of or relating to this DPA, or to any data protection, privacy, processing, security, or DPA-related obligations under these Terms, is subject to and shall not exceed the Agreed Liability Cap.

ii.DPA Claims Included. DPA-related claims, including claims relating to Data Incidents, subprocessors, international data transfers, audit obligations, processing records, data subject rights assistance, or impact assessment assistance, do not increase, expand, or apply separately from the Agreed Liability Cap.

iii.Terms Control. All limitations, exclusions, disclaimers, and caps on liability set forth elsewhere in these Terms apply fully to all DPA-related claims.

19.Access Data, Activity Logging, and Provider-Controlled Access Workflows

Collection of Access Data. VoxDash automatically collects and records information relating to your interactions with datasets, files, Marketplace Data, profiles, survey questions, and other content hosted on the Platform (“Access Data”). Access Data is generated whenever you view, download, preview, export, search, filter, navigate to, or otherwise engage with content or provider profiles.

Access Data may include, without limitation:

a)account identifiers for registered users or temporary session identifiers for guests;

b)timestamps associated with views, downloads, previews, exports, profile visits, or other actions;

c)identifiers, names, or internal UUIDs of datasets, files, profiles, projects, or questions accessed;

d)IP address and approximate geolocation;

e)browser, device, operating system, and technical configuration details;

f)referring URLs and navigation paths within the Platform;

g)interaction events, including page views, file loads, previews, exports, uploads, edits, deletions (where permitted), comments, and other user actions;

h)metadata regarding access patterns, usage frequency, and historical engagement with content.

Users acknowledge that Access Data is an operational requirement of the Platform and forms part of the Services provided by VoxDash.

Activity Logs. VoxDash maintains persistent “Activity Logs” for datasets, files, projects, survey questions, and provider profiles. Activity Logs capture event-level data, including timestamps, user identifiers, entity identifiers, and contextual information regarding the relevant action. Activity Logs are maintained to support governance, transparency, auditing, security monitoring, compliance verification, performance analytics, and provider oversight. Providers with appropriate permissions may access, filter, download, and retain Activity Logs relating to their own content.

Access Requests and Provider-Defined Conditions. Certain datasets or Marketplace Data may be subject to provider-controlled access restrictions. If a user seeks access to such content, the user may be required to submit an access request (“Access Request”). VoxDash records all Access Requests and the information provided therein, including identity details and the user’s stated purpose or justification, and transmits this information to the applicable provider.

Provider-Defined Questions. Providers may require prospective data users to answer one or more questions as a condition of access. These questions are authored solely by the provider and may relate to any topic chosen by the provider. VoxDash does not control, moderate, or validate the content of provider-defined questions. If the user chooses to respond, the user’s answers are recorded in full and transmitted to the provider for review, access-control decision-making, compliance enforcement, recordkeeping, and any other legitimate business or institutional purpose of the provider. Users who decline to answer may be denied access at the provider’s discretion.

Use of Access Data by VoxDash. VoxDash may use Access Data and Activity Logs to:

a)deliver and manage access-control functionality;

b)enforce provider-defined permissions and conditions of use;

c)provide providers and Vendors with analytics, event histories, profile-engagement metrics, and operational insight relating to their content;

d)maintain security, detect anomalies, prevent misuse, and investigate violations of the Terms or applicable law;

e)support transparency and auditability of dataset usage and profile engagement;

f)generate aggregated or de-identified analytics for research, reporting, benchmarking, and product-improvement purposes;

g)operate, maintain, enhance, test, and secure the Platform and its related infrastructure.

Users acknowledge and agree that such processing is integral to the operation of the Platform and that the Services cannot be provided without the collection and use of Access Data.

Sharing of Access Data With Data Providers and Vendors. VoxDash makes Access Data and Activity Logs relating to a dataset, file, profile, project, or Marketplace Data available to the provider or Vendor responsible for that content. Such Access Data may include:

a)interaction timestamps and event metadata;

b)identifiers of entities accessed;

c)masked or pseudonymized user identifiers;

d)navigation or engagement information pertaining to the provider’s content;

e)information submitted through Access Requests or in response to provider-defined questions.

Providers may download, analyze, retain, and use such information for their own legitimate purposes, including governance, compliance verification, institutional reporting, internal analytics, and enforcement of their access conditions. VoxDash does not control provider retention or secondary use of Access Data once exported. VoxDash does not share Access Data with unrelated third parties for independent use and does not sell Access Data.

User Acknowledgment. By using the Platform, users expressly acknowledge and agree that:

a)Access Data and Activity Logs will be collected, processed, and disclosed as described in this Section;

b)provider-defined questions and access conditions are controlled by the provider, not by VoxDash;

c)responses to provider-defined questions will be transmitted to the provider exactly as submitted;

d)Activity Logs and Access Data may be retained and used by providers in accordance with their own data-governance practices;

e)the Services cannot function without such logging, access-control mechanisms, and related processing.

20.Data Retention

VoxDash retains personal information, Client Data, Access Data, and Activity Logs for as long as necessary to operate, maintain, secure, and improve the Services; to enforce provider-defined access rules; to support audits and compliance requirements; and to meet legal, contractual, or regulatory obligations. Retention periods may vary depending on the type of information and the operational purpose for which it is processed.

Client Data Retention and Deletion. VoxDash may permanently delete Client Data associated with overdue or unpaid accounts once payment has remained outstanding for fourteen (14) days. Except where required by law or expressly agreed in writing, VoxDash has no obligation to retain, export, recover, or provide copies of Client Data after deletion, account closure, or termination of the Services.

Access Data and Activity Logs. Access Data and Activity Logs are retained as needed to operate and audit the Platform; maintain security; monitor usage; enforce access controls; and protect the integrity and continuity of the Services. Once Access Data or Activity Logs are exported by a provider or Vendor, they are outside VoxDash’s control and subject to the provider’s own governance and retention practices.

Client Backup Responsibility. You are solely responsible for maintaining independent backups of your Client Data. VoxDash does not guarantee storage, archiving, or retrieval of Client Data except as expressly stated in these Terms. Any reliance on VoxDash as the sole repository for Client Data is at your own risk.

No Data Portability Obligation. Except as required by applicable law or expressly stated in a written Service Agreement, VoxDash has no obligation to export, convert, migrate, or provide Client Data in any particular format, schema, structure, or level of completeness. Any data export functionality available through the Services is provided solely as a convenience, on an “as-is” basis, and without warranty of accuracy, completeness, interoperability, or compatibility with third-party systems. The Client remains solely responsible for maintaining independent backups and for ensuring that any exported data is suitable for its intended use.

Records Retention for Legal and Business Purposes.

a.Notwithstanding any deletion request, account termination, suspension, expiration, or data subject rights request, VoxDash may retain Client Data, Personal Information, Access Data, Activity Logs, usage records, system metadata, and related records to the extent necessary for:

i.compliance with legal, regulatory, tax, accounting, or audit obligations;

ii.security, backup, disaster recovery, and business continuity;

iii.enforcement of these Terms, collection of Fees, and dispute resolution;

iv.fraud prevention, abuse detection, and protection of platform integrity;

v.preservation of evidence for actual or reasonably anticipated litigation, investigation, arbitration, or regulatory inquiry; or

vi.any other legitimate business purpose reasonably necessary and proportionate to the operation, security, or enforcement of the Services.

b.Retention under this Section does not require notice to, or consent from, the Client and does not constitute a breach of any deletion, erasure, or data subject rights obligation under these Terms, to the extent permitted by applicable law.

c.VoxDash has no obligation to delete data from backup systems, archives, logs, or disaster recovery environments sooner than required by VoxDash’s standard retention and rotation processes.

d.Data retained under this Section may be processed solely for the limited purposes described above and remains subject to applicable confidentiality, access control, and security obligations under these Terms and VoxDash’s policies.

21.Client Security Obligations

Clients must implement appropriate security measures for their own systems, devices, and integrations connected to the Platform, including maintaining updated software, access controls, and backups. VoxDash is not responsible for any loss or disclosure of Client Data resulting from weak passwords, insecure integrations, user misconfiguration, or shared credentials. VoxDash may suspend or disable accounts it reasonably suspects are compromised to protect system integrity without notice or refund.

Any loss, disclosure, or compromise of Client Data resulting from your systems, devices, integrations, or account management practices is solely your responsibility and is subject to the same limitations of liability set out in the ‘Limitation of Liability’ section.

Device-Level Security. You are solely responsible for securing the devices, browsers, networks, and local environments used to access the Services. VoxDash is not responsible for any breach, malware infection, credential compromise, or data loss arising from insecure or outdated devices or local systems.

No Duty to Audit. VoxDash has no duty to audit or monitor Client systems, networks, or integrations for security or compliance purposes, and does not inspect Client environments beyond collecting standard usage metrics generated through the Services. Clients remain solely responsible for their configurations, permissions, and monitoring. VoxDash has no obligation to restore or recover lost Client Data except through standard backups maintained for system continuity, and any restoration request beyond that is subject to additional Fees and feasibility.

Independent Assessment of Security Measures. The Client acknowledges that it has independently evaluated the technical, organizational, and security measures used by VoxDash and determined that the Services are appropriate for the Client’s intended use, data types, and regulatory requirements. The Client remains solely responsible for determining whether the Services meet the Client’s own security, compliance, and risk-management obligations. The Client agrees not to assert any claim based on an allegation that VoxDash’s security measures were inadequate for the Client’s particular environment, use case, or risk profile.

22.Cross-Border Transfers of Information

By using the Services, Clients direct and authorize VoxDash to transfer and process data globally. VoxDash makes no representation that any jurisdiction outside Canada provides equivalent data-protection safeguards, and Clients bear all responsibility for such transfers.

23.Sensitive and Prohibited Information

We ask that you not send us, and you not disclose to us, any sensitive personal information (e.g., information related to racial or ethnic origin, political opinions, religion or other beliefs, health, criminal background, trade union membership, etc.) on or through the Site or otherwise.

24.Confidentiality

Definition of Confidential Information. “Confidential Information” means non-public information disclosed by a party that is designated as confidential or that a reasonable person would understand to be confidential, including business, technical, financial, security, architectural, operational, and product-related information.

Scope of Confidential Information. For purposes of this Section, “Confidential Information” does not include Client Data. Client Data is governed exclusively by the Intellectual Property and Ownership provisions, the Privacy Policy, the Data Processing Addendum (if applicable), and other Sections of these Terms that expressly address data use, data protection, and data governance. Client Data is not subject to the return, destruction, or residual-use obligations of this Section. Nothing in this Section creates any implied confidentiality obligation with respect to Client Data beyond those expressly stated in these Terms.

VoxDash Confidential Information includes all non-public information relating to the Platform, Application, security practices, system architecture, data models, pricing, product plans, analytics, usage metrics, and any materials generated internally or provided to the Client in connection with the Services.

Exclusions. Confidential Information does not include information that:

a)becomes public through no fault of the Receiving Party,

b)was already lawfully known to the Receiving Party without restriction,

c)is independently developed without use of the Disclosing Party’s information, or

d)is rightfully received from a third party without confidentiality obligations.

Obligations. The Receiving Party may use Confidential Information only as necessary to perform or receive the Services and must protect it with the same degree of care it uses to protect its own confidential information, and no less than a reasonable degree of care. Confidential Information may be disclosed to employees, contractors, or service providers who need to know it and who are bound by confidentiality obligations no less protective than this Section.

Operational Carve-Outs. Nothing in this Section restricts VoxDash’s ability to:

a)retain, access, use, or disclose Client Data as permitted under these Terms, the Privacy Policy, or applicable law;

b)operate, support, test, secure, maintain, or improve the Services;

c)store or retain data in backups, logs, caches, disaster-recovery systems, or archival systems;

d)generate or use Derived Data;

e)share information with sub-processors for hosting, support, or operational purposes;

f)comply with legal, regulatory, or law-enforcement requirements; or

g)retain data for periods described in the Termination section, even if such data includes information the Client considers confidential.

For clarity, nothing in this Section requires VoxDash to return or destroy Client Data sooner than permitted under the Termination section or VoxDash’s standard backup, logging, or disaster-recovery processes.

Compelled Disclosure. The Receiving Party may disclose Confidential Information if required by law, subpoena, or court order, provided it gives notice where legally permitted and reasonably practical.

Return or Destruction (Non-Client-Data Only). Upon written request or termination, the Receiving Party must destroy or return the Disclosing Party’s Confidential Information other than Client Data, except where retention is permitted under these Terms, the Privacy Policy, applicable law, backup or archival schedules, or operational or security requirements.

Residual Information. The Receiving Party may use residual, non-identifiable knowledge retained in unaided memory, provided it does not use the specific Confidential Information itself.

Duration. Confidentiality obligations continue for seven (7) years after termination, except for trade secrets, which remain protected as long as they qualify as trade secrets.

Injunctive and Equitable Relief. The Client acknowledges and agrees that any breach or threatened breach of this Section, or any misuse of VoxDash Confidential Information, trade secrets, or other protected materials, would cause irreparable harm to VoxDash for which monetary damages would be an inadequate remedy. Accordingly, the Client consents to the entry of injunctive, specific performance, or other equitable relief, without the necessity of posting bond or proving actual damages, in addition to any other rights or remedies available to VoxDash at law or in equity.

25.No Insurance or Bond Requirement

VoxDash is not required to maintain cyber-insurance, bonding, or escrow beyond what it determines commercially reasonable, and the absence or insufficiency of such coverage does not expand its liability. VoxDash has no obligation to disclose to any Client, User, or third party the existence, terms, limits, coverage, carriers, premiums, exclusions, endorsements, or claims history of any insurance policy, bond, or other financial assurance maintained by VoxDash. The Client may not condition any obligation, payment, performance, or continued use of the Services on VoxDash providing such information. No Client, User, or third party has any right to make a claim against any insurer or surety of VoxDash or to assert any right as a third-party beneficiary of any insurance policy or bond maintained by VoxDash.

26.No Client Audit Rights

The Client has no right to audit, inspect, or access VoxDash’s systems, facilities, personnel, records, security controls, sub-processors, internal policies, financial statements, or operational documents except to the limited extent expressly required by applicable law that cannot be waived. Any legally mandated audit is limited to one audit per calendar year, conducted by an independent third-party auditor acceptable to VoxDash, at the Client’s sole expense, on at least sixty (60) days’ prior written notice, and subject to VoxDash’s confidentiality, operational, and security requirements. No audit may interfere with VoxDash’s operations or compromise the confidentiality or security of other clients’ data. Completion of any legally mandated audit does not obligate VoxDash to respond to questionnaires, provide SOC reports, complete security assessments, or participate in Client-vendor risk review processes.

27.Submissions

For clarity, “User Interactions” and “Submissions” under this Section do not include Client Data submitted, uploaded, or stored as part of a Dataset, Data Project, Advanced Voice-Based Research and Data Collection, or Marketplace listing. Client Data is governed exclusively by the “Intellectual Property and Ownership” section and the VoxDash Copyright Policy.

All remarks, suggestions, ideas, graphics, messages, or other information communicated to VoxDash through the Site or Services (collectively, the “User Interactions”) will, upon communication, give VoxDash the right to use such materials in any lawful manner. VoxDash will not be required to treat any User Interaction as confidential and will not be liable for any business or product ideas or any similarities that may appear in future VoxDash operations, services, or content. Unless explicitly stated otherwise, VoxDash may use, reproduce, distribute, adapt, modify, reformat, or display User Interactions for any commercial or non-commercial purpose without restriction, notice, or compensation to the sender. You agree to indemnify, defend, and hold VoxDash harmless from any liability arising from the use, distribution, display, or modification of these materials. You further grant VoxDash the right to use your name, username, or organizational affiliation in connection with the reproduction, adaptation, or distribution of such material, where VoxDash considers such use appropriate.

Personally identifiable information that may be received at the Site is provided voluntarily by the User and is governed by these Terms and the VoxDash Privacy Policy. You acknowledge that you are responsible for whatever material you submit through the Site or Services, and you, not VoxDash, have full responsibility for the message and its consequences, including its legality, reliability, appropriateness, originality, and copyright. You are prohibited from posting or transmitting to or from the Site or Services any unlawful, threatening, libelous, defamatory, obscene, pornographic, or other material that would violate any law or infringe any intellectual-property, privacy, or personality rights of others. VoxDash reserves the right, but has no obligation, to delete, move, or edit messages or other User Interactions that it, in its sole discretion, deems abusive, defamatory, obscene, in violation of copyright or trademark laws, or otherwise unacceptable or inconsistent with the operation or integrity of the Platform. You waive any moral rights you may have in having any such material altered, adapted, excerpted, reformatted, or changed in a manner not agreeable to you, in favor of VoxDash.

To the maximum extent permitted by law, each Client and User irrevocably waives and agrees not to assert any moral rights (including rights of paternity, integrity, or association) in any User Interactions or other Submissions (excluding Client Data as defined in these Terms) submitted to or generated through VoxDash. VoxDash and its service providers may copy, modify, adapt, reformat, translate, aggregate, analyze, and display such materials as necessary to operate, improve, develop, market, or commercialize the Services and related offerings, without any obligation to attribute authorship, preserve any particular form, presentation, or context, or seek further approval. All Submissions and User Interactions are deemed non-confidential (except to the limited extent expressly stated in a written agreement) and are licensed to VoxDash on a perpetual, worldwide, irrevocable, royalty-free basis. VoxDash has no duty of attribution, compensation, accounting, or return with respect to Submissions or User Interactions. Copyright matters relating to Submissions and other non-dataset content are further addressed in the VoxDash Copyright Policy.

28.Publicity Rights

Unless otherwise agreed in writing, VoxDash may include the Client’s name, logo, and general description of its use of the Services in VoxDash marketing materials, case studies, presentations, and on the Site. VoxDash will use such references in a factual and professional manner and without disclosing any non-public information.

Survival of Publicity Rights. VoxDash’s rights under this Section, including the right to reference the Client’s name, logo, or historical relationship in marketing materials, case studies, presentations, investor communications, or other factual statements, survive termination indefinitely. These rights are not subject to post-termination revocation, withdrawal of consent, limitation periods, or any request for erasure, except to the extent required by non-waivable applicable law. VoxDash has no obligation to delete, modify, or withdraw any materials created or used at any time during the Client’s relationship with VoxDash, and may continue using such materials indefinitely.

This section does not limit VoxDash’s right to make factual statements about publicly available data, publications, or research that reference VoxDash. Clients may not use VoxDash’s name, trademarks, service marks, or logos in any promotional, marketing, public-facing, or commercial manner without VoxDash’s executive management’s prior written consent.

Non-Disparagement. The Client agrees not to make, publish, or communicate any statement, comment, review, social-media post, or other communication that is knowingly false, misleading, malicious, or made in bad faith and that disparages, defames, or materially harms the reputation of VoxDash, its Services, its officers, directors, employees, contractors, or representatives. This restriction applies to any communication made publicly or to third parties, whether written or oral, and whether made directly or indirectly through affiliates, personnel, or agents. This obligation survives termination of the Services. VoxDash may seek injunctive or equitable relief for any breach of this provision.

29.Intellectual Property and Ownership

VoxDash and its licensors retain all rights, title, and interest in and to the Platform, the Application, the Site, software, source code, documentation, user interfaces, visual designs, and all related technology, content, and materials, including any modifications, enhancements, or derivative works thereof (“VoxDash Property”). Except for the limited rights expressly granted under these Terms, no license or ownership interest in VoxDash Property is transferred to the Client or any User.

No Implied Licenses. No license, right, or interest in any VoxDash Property is granted to the Client except as expressly stated in these Terms or an applicable Service Agreement. All implied licenses, including any arising by estoppel, exhaustion, custom, usage, or prior course of dealing, are expressly disclaimed and waived.

Any feedback, enhancement suggestion, configuration idea, or derivative concept arising from a Client’s or User’s use of the Services is not confidential information of the Client or any User, and automatically becomes VoxDash Property without additional consideration or restriction, and VoxDash may use, implement, commercialize, or disclose such feedback in its sole discretion. All rights not expressly granted to the Client are reserved by VoxDash, and VoxDash may exercise such rights in its sole discretion without notice or liability.

Clients and their Users retain ownership of their Client Data in the sense of retaining title and original intellectual-property rights. VoxDash does not claim ownership of Client Data beyond the licenses granted in these Terms. This ownership does not limit, restrict, or reduce the scope of any rights or licenses granted to VoxDash, its Affiliates, or its service providers under these Terms or the VoxDash Copyright Policy.

Custom License Terms. If the Client drafts, selects, imposes, or applies any custom license terms, usage restrictions, data-use agreements, or access conditions to any Client Data, Marketplace listing, User Upload, or Restricted Submission, the Client represents and warrants that: (a) the Client has full rights and authority to issue such terms; (b) the Client is solely responsible for ensuring that such terms are accurate, lawful, enforceable, and appropriate; (c) no Client-authored or Client-selected terms may modify, restrict, supersede, or limit any rights, licenses, permissions, or protections granted to VoxDash under these Terms, including VoxDash’s rights to store, process, log, index, display, transmit, retain, or generate Derived Data from Client Data or Access Data; (d) VoxDash has no obligation to review, interpret, enforce, validate, or monitor any such terms against any User or third party; and (e) any provision in a Client-authored license or agreement purporting to impose confidentiality obligations, deletion requirements, usage restrictions, attribution duties, enforcement duties, or other obligations on VoxDash, or purporting to limit VoxDash’s rights under these Terms, is void and unenforceable. The Client remains solely responsible for all obligations arising under any custom license terms it chooses to impose on downloaders or other third parties.

Content License Grant. This license is granted in addition to, and not in limitation of, any other rights granted to VoxDash under these Terms. By uploading, submitting, transmitting, or otherwise making available any Client Data, User Interactions, feedback, comments, configuration data, suggestions, or other materials through the Services, the Client grants VoxDash and its Affiliates a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive, sublicensable, and transferable license to host, store, process, reproduce, copy, modify, adapt, normalize, validate, compress, reformat, analyze, aggregate, create derivative works from, distribute, transmit, publicly perform, publicly display, and otherwise use such materials in any medium and for any lawful purpose in connection with VoxDash's business, including without limitation: operating, administering, maintaining, securing, backing up, logging, auditing, and monitoring the Services and related infrastructure; using such materials in test, staging, development, and quality-assurance environments; generating and publishing dataset-level metadata, citations, persistent identifiers (including DOIs), and machine-readable records (including schema.org representations); submitting metadata to scholarly-indexing and discovery services; ensuring interoperability with third-party systems and integrations; benchmarking; training, developing, and improving analytic or machine-learning models, products, or services; enforcing these Terms; and any other lawful commercial purpose.

License Scope Limitation and Feature Entitlement. The license granted to the Client under these Terms is strictly limited to the features, modules, functionality, data access rights, and usage limits expressly included in the Client’s active subscription plan or Service Agreement at the time of use. No license is granted for any feature, capacity, or functionality outside the Client’s applicable plan. Access to or use of any feature or functionality outside the Client’s subscription scope, whether arising from configuration error, temporary enablement, beta access, administrative action, technical malfunction, or otherwise, does not expand, modify, or waive the applicable license limitations and does not create any implied rights. VoxDash may monitor platform usage through its own systems and logs to verify compliance with subscription limits and license scope. If VoxDash determines that the Client has accessed or used features, capacity, or functionality outside its licensed scope, whether knowingly or unknowingly, VoxDash may invoice the Client for such out-of-scope usage at VoxDash’s then-current published rates applicable to such features, together with reasonable administrative costs, including internal personnel time, technical investigation, compliance review, remediation, and billing administration costs, incurred in identifying and remediating the out-of-scope usage. Failure to invoice or enforce license limitations in any instance does not constitute a waiver of VoxDash’s rights.

Derivative Works and Unauthorized Extensions. Except as expressly permitted under these Terms or an applicable Service Agreement, the Client may not create, develop, or distribute any derivative work, enhancement, plugin, extension, integration, adaptation, or modification that is based on or derived from the Services, VoxDash Property, or VoxDash documentation. The foregoing restriction does not prohibit integrations or extensions developed solely through APIs, SDKs, webhooks, or other interfaces expressly designated by VoxDash for such purposes in its published technical documentation and used in accordance with applicable usage limits, technical requirements, and these Terms. For clarity, this restriction does not apply to Client Data, permitted exports, or outputs generated by the Services, provided that such use does not involve reverse engineering, replication of VoxDash functionality, circumvention of technical restrictions, or creation of a competing product or service. Any unauthorized derivative work or extension constitutes use outside the scope of the applicable license and a material breach of these Terms. The Client shall not engage, authorize, or permit any third party, including contractors, consultants, developers, or agents, to create, develop, or distribute any derivative work or extension prohibited under this Section, whether on the Client’s behalf or using the Client’s access credentials.

Named-User and Seat-Based Licensing. Unless an applicable subscription plan or Service Agreement expressly provides for multiple users or seats, each Account is licensed solely to a single named individual. Each Account may be accessed only by that individual and may not be shared, transferred, sublicensed, or used by any other person. Credential sharing, concurrent use of a single Account by multiple individuals, or use of an Account on behalf of another person or entity constitutes a material breach of these Terms and use outside the scope of the applicable license. VoxDash may monitor Account usage through its systems and logs to verify compliance with named-user and seat-based restrictions. If VoxDash determines that an Account has been used by multiple individuals or otherwise outside its licensed scope, VoxDash may, in addition to any other rights or remedies, (a) require the purchase of additional seats or licenses retroactively for the applicable period, (b) invoice the Client for such out-of-scope usage in accordance with subsection “License Scope Limitation and Feature Entitlement”, and (c) suspend or restrict access until compliance is restored. Repeated or intentional violations may result in suspension or termination of the affected Account in accordance with these Terms.

Survival; Scope; Ownership. This license, and all licenses granted under this Section, are perpetual and irrevocable, survives any termination or suspension of the Account, continues notwithstanding deletion or removal of the underlying materials, applies to all media now known or later developed, does not transfer ownership of Client Data (which remains with the Client subject to the licenses granted in these Terms), and is granted without any obligation of compensation, attribution, or recognition. The Client represents and warrants that it has all rights necessary to grant this license and irrevocably waives any moral rights or similar rights in connection with VoxDash’s use of such materials.

VoxDash may process Client Data to operate, secure, maintain, optimize, and improve the Services, including through the development and refinement of rules, heuristics, models, analytics, and other processes that support platform functionality, search, quality, or usability. Such processing is performed to support and improve the Services and does not constitute training of general-purpose AI systems. VoxDash determines the methods, models, and technologies used for such processing in its sole discretion.

The Client acknowledges and agrees that VoxDash may use Client Data, User Interactions, usage patterns, queries, outputs, system telemetry, and other information processed through the Services to develop, train, improve, benchmark, validate, and refine analytic models, machine-learning systems, algorithms, heuristics, and related technologies that support, enable, or enhance the operation, security, quality, and functionality of the Services and VoxDash’s related offerings. Such use may occur during and after the Client’s use of the Services. Any models, parameters, weights, embeddings, analytical artifacts, or other outputs resulting from such activities are VoxDash’s exclusive property, constitute Derived Data, and do not include Client Data in identifiable form. The Client has no ownership interest in, and waives any claim to compensation, attribution, or control over, such models or outputs. This right is separate from and in addition to VoxDash’s rights to Derived Data under these Terms.

Telemetry and System Data. System-level data generated through the operation and use of the Services, including telemetry data, performance metrics, error logs, usage statistics, query patterns, feature interaction data, and similar operational or technical information (“System Data”), does not constitute Client Data. To the extent System Data reflects aggregated, anonymized, or de-identified operational insights, metrics, or analytics, it constitutes Derived Data and is VoxDash’s exclusive property. VoxDash may use System Data for any lawful purpose, including operating, securing, maintaining, improving, benchmarking, analyzing, and commercializing the Services and related offerings. The Client has no ownership interest in System Data and waives any claim to compensation, attribution, or accounting with respect to VoxDash’s use of such System Data.

VoxDash may generate, use, and commercialize Derived Data created from or informed by aggregated, anonymized, or de-identified Client Data, provided that such Derived Data does not directly identify the Client or any individual dataset or respondent. Derived Data is VoxDash’s sole property and may include, without limitation, aggregated statistics, analytical models, benchmarks, derived variables, trend analyses, quality or transparency scores, usage metrics, or other results produced through or in connection with the Platform or related services. This license includes the right to create Derived Data consistent with these Terms and to use, reproduce, publish, license, or commercialize such Derived Data for any lawful purpose, without attribution, accounting, or compensation to any Client or User. No compensation or royalty is owed for VoxDash’s permitted uses of Derived Data.

Users on active Business and Enterprise Accounts may request in writing to exclude their Accounts from the commercialization or external use of Derived Data generated from their Client Data. VoxDash will honor such requests on a go-forward basis, and may confirm them through reasonable technical and administrative measures. Even after such a request, VoxDash may continue to process and use the underlying Client Data and any previously created Derived Data as necessary to operate, maintain, support, secure, test, or audit the Services, to comply with legal obligations, and to enforce these Terms. Derived Data is not treated as Client Data, even if it was originally derived from Client Data, and is not subject to deletion, export, or access rights applicable to Client Data, except to the limited extent required by applicable law. The Client irrevocably waives any claim that such exclusion creates a fiduciary duty, data trust, joint ownership, or ongoing accounting obligation with respect to Derived Data.

VoxDash reserves all rights not expressly granted in these Terms, including the right to develop, commercialize, license, and derive revenue from the Platform, the Services, VoxDash Property, Derived Data, aggregated or anonymized analytics, system-level performance metrics, and operational insights generated from overall Platform usage. VoxDash has no obligation to provide notice, accounting, or compensation for the exercise of these rights. These reserved rights do not apply to raw Client Data except as expressly permitted under these Terms.

To the maximum extent permitted by law, each Client and User irrevocably waives and agrees not to assert any moral rights (including rights of paternity, integrity, or association) in any data, content, feedback, or materials submitted to or generated through VoxDash, including Client Data, User Interactions, Submissions, and any Platform-generated outputs, visualizations, or documentation. VoxDash and its service providers may copy, modify, adapt, reformat, translate, excerpt, and display such materials as necessary to operate, improve, develop, document, market, or commercialize the Services and related offerings, without obligation to attribute authorship, preserve any particular form or context, or seek further approval. VoxDash has no duty of attribution, compensation, or return with respect to such uses, except where expressly set out in a written Service Agreement.

Each Client represents and warrants that: (i) it has obtained and will maintain all necessary rights, consents, authorizations, and permissions to submit Client Data to VoxDash and to grant the licenses set out in these Terms; (ii) VoxDash’s use of Client Data as permitted under these Terms will not infringe or violate any intellectual-property, privacy, data-protection, contract, or other rights of any third party; and (iii) the Client’s use of the Services and its Client Data complies with all applicable laws, regulations, and professional or institutional obligations. Each Client is solely responsible for ensuring that its use of the Services and its Client Data does not violate any third-party rights or applicable law.

VoxDash represents that, to its knowledge, the Services and VoxDash Property do not knowingly infringe the intellectual-property rights of any third party. If VoxDash becomes aware of a credible claim that the Services infringe third-party intellectual property, VoxDash may, at its discretion and expense, (a) obtain the right for the Client to continue using the Services, (b) modify the Services so they become non-infringing, or (c) terminate the affected portion of the Services. These remedies are the Client’s sole and exclusive rights regarding any such claim.

VoxDash may use any residual, non-identifiable technical or operational knowledge, ideas, or know-how retained in its unaided memory from the provision of Services to improve, operate, support, or develop its products and services, provided such residual information does not include Client Data in identifiable form. Except as expressly provided in this Section or in a separate written Service Agreement signed by VoxDash’s executive management, VoxDash provides no indemnity or warranty for third-party claims based on Client configurations, integrations, or Client Data.

Additional rules governing copyright, licensing, reuse, and downstream distribution of Client Data, Submissions, and Platform-generated materials are described in the VoxDash Copyright Policy, which is incorporated by reference and forms part of these Terms.

30.Unsolicited Ideas and Feedback

VoxDash welcomes comments, feedback, and suggestions regarding the Services. By submitting or making available any idea, suggestion, enhancement request, feature proposal, bug report, workflow concept, use case, integration concept, or other feedback, whether solicited or unsolicited, and regardless of the channel through which it is submitted (collectively, “Feedback”), you agree that:

a)the Feedback is provided voluntarily and without any expectation of compensation, confidentiality, fiduciary duty, or attribution;

b)VoxDash is free to use, modify, incorporate, commercialize, sublicense, and otherwise exploit the Feedback for any lawful purpose in connection with its business, without restriction or obligation, pursuant to a perpetual, irrevocable, worldwide, royalty-free license;

c)no confidential, fiduciary, or contractual relationship is created by the submission of Feedback, and VoxDash has no obligation to treat the Feedback as proprietary or confidential;

d)you waive any claim or cause of action against VoxDash or its affiliates arising from or relating to VoxDash’s use of the Feedback, including any claim based on implied contract, unjust enrichment, quantum meruit, misappropriation, or similar legal theory;

e)VoxDash may already be developing, or may in the future independently develop, products, features, concepts, or materials that are similar or identical to the Feedback, and VoxDash’s use of such similar or related ideas creates no obligation to you.

This Section applies to all Feedback submitted at any time in connection with your access to or use of the Services, including Feedback submitted prior to the Effective Date of these Terms, unless a separate written agreement signed by VoxDash’s executive management expressly provides otherwise.

31.Marketplace Data License and Use Restrictions

In addition to these Terms and the VoxDash Copyright Policy, the following terms also apply to any datasets, polls, or related materials that a Client accesses, licenses, or downloads via the Marketplace (‘Marketplace Data’).

a.License Scope. Marketplace Data is licensed directly from the applicable Vendor to the Client under the dataset-specific license terms displayed in the Marketplace or otherwise provided by that Vendor. VoxDash does not grant, assign, sublicense, or convey any rights in Marketplace Data and is not a party to any license terms drafted, selected, or imposed by Vendors or Subscribers. VoxDash provides only the Platform functionality through which Marketplace Data is listed, accessed, and delivered. No ownership rights in Marketplace Data are transferred to the Client, and all such rights remain with the applicable Vendor or other rights holder.

b.Provider Documentation Obligations. Vendors and data providers are solely responsible for the completeness and accuracy of any methodological, sampling, funding, sponsorship, or fieldwork information they submit to VoxDash for display in Marketplace listings, Public Archive records, citation pages, or related documentation. VoxDash reserves the right to require completion of specified documentation fields as a condition for listing, promoting, or archiving a dataset, without any duty to verify, investigate, or update that information. By submitting datasets or polls for public display or Marketplace availability, you represent that methodological descriptions, sample sizes, fieldwork dates, population definitions, and sponsor or funder disclosures are accurate to the best of your knowledge and consistent with any transparency standards that apply to your work.

c.Methodological Transparency and Dataset Classification. VoxDash reserves the right to define and apply its own transparency, documentation, and acquisition criteria for datasets, polls, and related materials, including minimum standards for public listing, inclusion in the Public Archive, or Marketplace eligibility. These criteria may refer to elements such as survey organization, funding source, sponsor, universe, geographic coverage, data collection dates, mode, sample size, sampling procedure, weighting variables, benchmark sources, response or completion rates, languages, and access to full question wording and interviewer instructions. VoxDash may publish, display, or update transparency indicators, categorizations, scores, labels, or warnings for any dataset, including distinctions between different methodological approaches. These indicators are informational only and do not create any warranty, guarantee, or certification regarding methodological quality, representativeness, legal compliance, or fitness for any purpose. VoxDash reserves full editorial and curatorial discretion to accept, reject, delay, reclassify, or remove any dataset, poll, Marketplace listing, or related materials at any time, with or without notice, including where VoxDash considers documentation incomplete, archival value limited, legal or ethical risk elevated, or alignment with VoxDash’s mission insufficient. VoxDash has no obligation to accept a particular dataset, to maintain any specific classification, or to explain acquisition or removal decisions.

d.No Raw Redistribution. Except where expressly permitted in dataset-specific terms or a written Service Agreement, the Client must not resell, sublicense, distribute, or otherwise make Marketplace Data available to any third party in raw, disaggregated, respondent-level, or machine-readable form.

e.Non-Substitution. The Client must not use Marketplace Data, or any subset or compilation of Marketplace Data, to create a product, service, data feed, or other offering that would serve as a substitute for acquiring the same or a comparable dataset directly from VoxDash or the relevant Vendor. The Client must not reproduce or disclose Marketplace Data in such volume or granularity that a third party could reasonably reconstruct a substantial portion of the original dataset.

f.Methodology and Sampling Protections. The Client must not attempt to reverse engineer, derive, or disclose any underlying sampling frame, proprietary respondent selection, weighting, or methodological details embodied in Marketplace Data, except to the limited extent that such analysis is inherent to legitimate research use within the Client’s organization and does not expose raw Marketplace Data or proprietary methodology to third parties.

g.Contractors and Affiliates. The Client may permit its employees, Affiliates, and individual contractors to access Marketplace Data solely on the Client’s behalf and under the Client’s direct control, provided that such persons are bound by written obligations at least as protective as these Terms. The Client remains fully responsible for all use and misuse of Marketplace Data by its Affiliates, employees, contractors, and other Users and acknowledges that VoxDash has no obligation or liability to any such third parties.

Sample Files or Catalog Files provided for preview or marketing purposes are not licensed beyond their explicit contents and do not grant reuse rights over the full dataset or any non-sample components.

Any use of Marketplace Data in violation of this section is an unauthorized use of VoxDash and Vendor Intellectual Property and constitutes a breach of these Terms, in addition to any rights or remedies available to VoxDash, Vendors, or other rights holders under applicable law.

Attribution for Public Use of Marketplace Data. Where the Client publishes or otherwise shares externally any report, visualization, model, article, presentation, or similar output that relies in a material way on Marketplace Data, the Client agrees, where reasonably practicable and unless prohibited by law or by a binding confidentiality obligation, to include a source acknowledgment identifying VoxDash as the platform and, where specified in the Marketplace listing or dataset documentation, the relevant Vendor as the data provider. An example of an acceptable attribution is provided in the Citation section of each Data Project. This attribution requirement does not grant any additional rights to use VoxDash or Vendor trademarks beyond fair and accurate source identification, remains subject to the ‘Linking and Trademark Use Policy,’ and is superseded by any more specific attribution instructions set out in the Marketplace listing, dataset documentation, or a Service Agreement.

Non-Endorsement of Methodology and Findings. The presence of any dataset, poll, or related Marketplace Data on the Services does not mean VoxDash endorses, certifies, or verifies the quality, veracity, accuracy, survey methodology, sampling frame, weighting scheme, representativeness claims, fieldwork provider, sponsor, or any substantive findings. Responsibility for methodological quality, disclosure, and interpretation rests solely with the relevant Vendor or data provider.

32.Downloader Representations and Responsibilities

By downloading, accessing, previewing, or exporting any Marketplace Data, Public Archive content, or other materials from the Services, the Client represents and warrants that:

a) the Client has conducted independent due diligence to confirm that downloading, accessing, or using such materials is not prohibited by applicable law, institutional policy, contractual obligation, or ethical restriction;

b) the Client will comply with all dataset-specific license terms, access restrictions, usage limitations, metadata notices, and attribution requirements;

c) the Client acknowledges that its Account information, download activity, and related metadata may be recorded and shared with the applicable Vendor or data provider; and

d) the Client accepts sole responsibility for determining the suitability, accuracy, legality, and compliance of any downloaded materials for its intended use, including evaluation of privacy, consent, and regulatory obligations.

33.Acquisition, Curation, and Deaccession Policy

VoxDash decides in its sole discretion which datasets, documentation, and related materials to accept, host, curate, surface, or retain on the Platform. No provider receives any right to acquisition, listing, or long-term preservation through this Policy or the Terms of Service.

VoxDash may prioritize materials at its discretion. VoxDash may decline, delay, or remove materials that, in VoxDash’s judgment, lack adequate documentation, have limited archival value, conflict with professional or scholarly norms, or present legal, ethical, security, or resource concerns.

Examples of materials VoxDash may decline or remove include (but not limited to) surveys with content unrelated to VoxDash’s mission, surveys with sample sizes too small to represent any meaningful population, surveys not intended to represent a broader population, datasets where respondent-level release would pose unacceptable privacy risk, materials that resemble push polls or persuasive campaigns rather than research, and surveys where the provider refuses to supply core questionnaire or methodological information.

VoxDash may keep catalog records, citation metadata, methodological notes, or other descriptive information for a dataset even if access to files is restricted, withdrawn, or denied. Descriptive metadata may remain public to preserve scholarly citations, platform integrity, and the historical record, including DOI-linked records described below.

34.Vendor Subscription Products

Vendor-Defined Subscription Products. The Services allow certain Vendors to create, market, and sell subscription plans that provide Subscribers with access to the Vendor’s datasets, analyses, or related materials (“Vendor Subscription Products”). These offerings are created and administered solely by the Vendor. VoxDash does not create, endorse, validate, or guarantee any Vendor Subscription Product. In the event of any conflict between these Terms of Service and any Vendor-provided terms, these Terms of Service prevail to the fullest extent permitted by law.

Role of VoxDash. VoxDash’s role with respect to Vendor Subscription Products is limited to facilitating access to the Services and acting as a limited-purpose payment collection agent on behalf of Vendors, as further described below.

Merchant of Record and Payment Role for Vendor Subscription Products.

a)The Vendor, and not VoxDash, is the merchant of record for all Vendor Subscription Products for all purposes, including tax calculation, tax collection and remittance, refunds, chargebacks, reversals, consumer protection obligations, and compliance with all applicable laws and regulations.

b)VoxDash is not a payment facilitator, money services business, money transmitter, bank, or financial institution with respect to any Vendor Subscription Product. VoxDash’s role as a limited-purpose payment collection agent for Vendors does not create any such status, obligation, or regulatory responsibility.

c)Receipt of funds by VoxDash on behalf of a Vendor constitutes receipt by the Vendor, and the Subscriber’s payment obligation to the Vendor is satisfied upon such receipt, subject to chargeback, reversal, retrieval, or dispute rights under applicable payment network rules and these Terms.

d)VoxDash assumes no responsibility or liability for any Vendor product, service, dataset, content, representation, performance, availability, or legal compliance. The Vendor’s indemnification obligations, whether contractual, statutory, or otherwise, to VoxDash apply independently of, and are not limited by, any limitation of liability, exclusion of damages, or liability cap that may otherwise benefit the Vendor under these Terms or any separate agreement.

Payment Collection for Vendor Subscription Products. For transactions involving Vendor Subscription Products or Marketplace purchases, VoxDash acts solely as a limited-purpose payment collection agent for the applicable Vendor, for the exclusive purpose of accepting payments from Subscribers on the Vendor’s behalf. VoxDash does not act as an agent for any other purpose and assumes no fiduciary, trust, escrow, or similar obligation with respect to such payments. VoxDash is not a guarantor of Vendor performance and makes no representations or warranties regarding any Vendor Subscription Product, including delivery, availability, accuracy, legality, data quality, completeness, or fitness for purpose. VoxDash does not guarantee that any Vendor will perform any obligation, nor that any Subscriber is able to or will pay any Vendor.

No Joint Venture or Partnership with Vendors. For avoidance of doubt, VoxDash’s role in facilitating Vendor Subscription Products, including acting as a limited-purpose payment collection agent, does not create any agency, partnership, joint venture, fiduciary, franchise, employment, or similar relationship between VoxDash and any Vendor. VoxDash does not have the authority to bind any Vendor, and no Vendor has the authority to bind VoxDash. All Vendor obligations are the sole responsibility of the applicable Vendor.

No Responsibility for Vendor Content or Performance. VoxDash is not responsible for:

a.accuracy, completeness, or availability of Vendor datasets or materials,

b.the Vendor’s fulfillment of any promised updates, service levels, or subscriber benefits,

c.Vendor pricing, refund practices, business policies, or content representations,

d.Vendor actions, omissions, violations of law, or licensing of data included in the Vendor Subscription Product.

VoxDash has no duty to screen, audit, verify, or validate any Vendor content before or after publication. Subscribers acknowledge that their agreement regarding the Vendor Subscription Product is solely with the Vendor, not with VoxDash.

Refunds, Chargebacks, and Billing Disputes. All refund requests, billing disputes, or subscription-related complaints concerning a Vendor Subscription Product must be directed to the Vendor. VoxDash may, but is not obligated to, relay Subscriber communications to the Vendor. VoxDash bears no liability for refunds, chargebacks, or losses arising from Vendor Subscription Products. VoxDash may recover from the Vendor any chargebacks, reversals, or payment-processor fees associated with their Vendor Subscription Products. Vendor indemnification obligations to VoxDash, whether contractual, statutory, or otherwise, apply independently of, and are not limited by, any limitation of liability, exclusion of damages, or liability cap that may otherwise apply to the Vendor under these Terms or any separate agreement.

Vendor Responsibility. Vendors are solely responsible for:

a.accuracy of product descriptions,

b.legality of uploaded content,

c.rights and permissions for all data provided,

d.delivery and ongoing maintenance of subscription benefits,

e.compliance with tax obligations applicable to the Vendor.

Vendors must ensure that all Subscribers are bound by terms at least as protective of VoxDash as these Terms.

VoxDash Rights. VoxDash may suspend, restrict, or remove any Vendor Subscription Product at any time, without liability to the Vendor or to Subscribers, including where VoxDash determines that the Vendor’s offering is misleading, unlawful, infringing, deceptive, or harmful to the integrity of the Services.

No Warranty. VoxDash provides no warranty, express or implied, regarding any Vendor Subscription Product, and disclaims all responsibility for Vendor performance, data accuracy, or ongoing availability.

Default Vendor Subscription Terms. If a Vendor does not provide its own written subscriber agreement governing its Vendor Subscription Product, the “Default Vendor Subscription Terms” published on the VoxDash Policies page will automatically apply between the Vendor and its Subscribers. VoxDash is not a party to any such agreement. The Vendor is solely responsible for ensuring that its use of the Default Vendor Subscription Terms is appropriate for its offering and for complying with all obligations arising under those terms. The application of any Default Vendor Subscription Terms does not create any additional duty, warranty, or liability for VoxDash.

Vendor Payments Not Subject to Client Setoff. Amounts collected by VoxDash on behalf of a Vendor for Vendor Subscription Products or other Vendor offerings are collected as a limited-purpose payment collection agent for the Vendor and are not subject to any claim, defense, setoff, deduction, withholding, counterclaim, or dispute between the Client and VoxDash. Amounts collected on behalf of Vendors are not VoxDash assets and are not available to satisfy any claim the Client asserts against VoxDash. The Client waives any right to assert setoff or to withhold amounts owed to a Vendor based on any dispute with VoxDash or any third party. All disputes between the Client and a Vendor must be resolved directly between those parties, and the Client’s payment obligations to Vendors remain absolute, independent, and unconditional.

35.Third-Party Sites and Content

This Site may include links to external or third-party websites. When you follow such links, the external website may appear as a full-screen or, in some cases, it may appear within the frame of this Website. Where an external website appears within the frame of this Site, this is purely for ease of navigation back to this Site and does not indicate any responsibility on our part for the external website concerned, even if it is a website owned and operated by another VoxDash company. These links are provided for your convenience only and to help you find relevant websites, services, and/or products, which may be of interest to you quickly and easily. It is your responsibility to decide whether any services and/or products available through any of these websites are suitable for your purposes.

Such external or third-party websites are accessed at your own risk and responsibility, and VoxDash is not in any way responsible or liable for the owners or operators of these websites, for any goods or services they supply, or for the content, use, or availability of their websites. VoxDash is not responsible for the content of those sites and makes no representations whatsoever concerning the content or accuracy of, opinions expressed in, or other links provided by, such other sites.

The inclusion of any link to such sites does not imply endorsement by VoxDash of the sites or any products or services referred to therein. VoxDash may terminate a link at any time. The Terms of Service and privacy policies applicable to such sites may be different from those applicable to the Site. If you decide to access any third-party site linked to the Site, you do so entirely at your own risk, and VoxDash shall have no liability for any loss or damage arising from your use of any such site. Use of any integration, plug-in, or API connection to third-party systems is entirely at the Client’s risk. VoxDash does not control or monitor data flows once transmitted outside its environment and bears no responsibility for any resulting access, disclosure, or loss. Clients are solely responsible for complying with the terms of any third-party service or integration they enable. VoxDash is not responsible for any breach, restriction, or loss arising from the Client’s use of such services.

External Links and Integrations. The Services may contain links to third-party websites, applications, or services, or may integrate with external platforms such as cloud storage providers, analytics tools, telephony services, or institutional repositories. Such links and integrations do not constitute endorsement, approval, recommendation, or verification by VoxDash. VoxDash has no control over, and assumes no responsibility for, the content, security, privacy practices, availability, or conduct of any such third-party websites, applications, or services.

36.Linking and Trademark Use Policy

By linking to any page on the Site, you hereby agree to be bound by the following Terms of Service. Except as provided in this paragraph, VoxDash prohibits site caching and the framing of any Content available through the Site.

By linking to the Site, you acknowledge and agree that, other than as set forth herein, all rights to the VoxDash trademarks or service marks used on the Site, the Content appearing on the Site, and the design of the Site belong to VoxDash. You must not misrepresent your relationship with VoxDash or present false or misleading impressions about VoxDash. No links to the Site may be used in a manner that implies or suggests that VoxDash approves or endorses you, your website, or your goods and services (in all cases, except as VoxDash may have agreed separately with you in writing).

VoxDash shall have no responsibility or liability for any content appearing on your website. You agree to indemnify and defend VoxDash against all claims against VoxDash arising out of or based upon your website.

No link(s) may appear on any page on your website or within any context containing content or materials that may be interpreted as libelous, obscene, or criminal, or which infringes, otherwise violates, or advocates the infringement or other violation of, any third-party rights.

VoxDash reserves the right at any time and in its sole discretion to request that you remove all links or any particular link to the Site from your website. This is not a license, but subject to your compliance with the above terms, VoxDash agrees to grant you the use of the “VoxDash” and “VoxDashboard” names solely for the purpose of establishing a link to the Site as permitted hereunder.

Except for the limited permission to use the “VoxDash” and “VoxDashboard” names as set forth in this paragraph, you may not use any of VoxDash’s trademarks or service marks for any other purpose without the express written permission of VoxDash.

VoxDash may, at any time, in its sole discretion, without cause, withdraw the permission granted herein to use the “VoxDash” and “VoxDashboard” names and your right to link to any pages on the Site. In such an event, upon request, you agree to immediately remove all links to the Site and to cease using the “VoxDash” and “VoxDashboard” names for linking purposes. Thereafter, any future links to the Site will require the express written permission of VoxDash.

VoxDash reserves the right to amend these linking Terms of Service at any time. By continuing to link to the Site, you agree to be bound to and abide by these linking Terms of Service, as well as other legal Terms of Service on the Site, as amended from time to time.

37.Changes to or Operation of the Site

VoxDash may change the format and content of this Site at any time. VoxDash may suspend the operation of this Site for support or maintenance work, in order to update the content, or for any other reason. VoxDash reserves the right to terminate access to this Site at any time and without notice.

Content Modification. VoxDash may modify, remove, or restrict access to any content, documentation, or materials on the Site at any time without notice. VoxDash has no obligation to maintain any specific content or make it available for any duration.

Deemed Consent to Operational Changes. VoxDash may update its technical measures, infrastructure providers, hosting environments, system architecture, or other operational aspects of the Services from time to time. VoxDash may provide notice of such changes through the Platform, documentation updates, or other reasonable means, but is not required to provide individualized notice for each change. If the Client does not submit a written objection within ten (10) business days after VoxDash provides notice of a material operational change, the change is deemed accepted. Continued use of the Services after the objection period constitutes acceptance. For the avoidance of doubt, changes relating to subprocessors and data processing are governed exclusively by the Section titled “Platform Description and Excluded Services” and, where applicable, the Section titled “Data Processing Addendum”.

38.Limitation of Liability

To the maximum extent permitted by applicable law, VoxDash’s total aggregate liability for all claims arising out of or relating to the Site, the Services, or these Terms, under any legal theory, is strictly limited to the Agreed Liability Cap. For Clients using free, trial, beta, unpaid, or promotional plans, all categories of damages are disclaimed, and such Clients waive any right to recover damages from VoxDash to the fullest extent permitted by applicable law. All warranties disclaimed in Section “Warranty Disclaimer” apply fully to this Section and to all claims, losses, or disputes arising under any legal theory. Section “Warranty Disclaimer” is incorporated by reference and governs all warranty matters.

No Additional Warranties. No representation, statement, support communication, documentation, or other informational material related to the Site or Services creates any warranty, guarantee, or obligation beyond those expressly stated in these Terms. All matters concerning accuracy, availability, fitness, quality, performance, or reliability of the Services are governed exclusively by Section “Warranty Disclaimer.”

No Reliance on Support or Informational Materials. Any guidance, troubleshooting, configuration direction, or other assistance provided by VoxDash personnel, as well as any operational instructions contained in help articles, onboarding guides, FAQs, product documentation, tooltips, or user interface text, is provided for convenience and does not modify these Terms or create any representation, warranty, service commitment, or guarantee. Informational materials and support communications are non-binding and do not create reliance or obligations beyond those expressly stated in this Agreement.

Support Requests. VoxDash provides support services as a courtesy and has no contractual duty to investigate, verify, or resolve any issue reported through support channels. VoxDash may, but is not required to, request information or documentation before responding to a support request. Support interactions do not create any obligation or modify any duty beyond those expressly stated in this Agreement.

Support Response Discretion. VoxDash provides support services as a courtesy and makes no commitment regarding response times, resolution times, outcomes, or the availability of any particular support channel. VoxDash may prioritize, defer, limit, or decline to respond to support requests in its sole discretion, including based on subscription tier, issue type, risk assessment, or resource availability. Support is provided on an “as available” basis and may be modified, restricted, or discontinued at any time without notice.

Limited Support for Free and Entry-Level Plans. Clients using free, trial, beta, promotional, Starter, or any other plan that is expressly designated by VoxDash as not including customer support are not entitled to customer support, service assistance, or response commitments, regardless of whether such plan is paid or unpaid. Any support provided to such Clients, if any, is offered solely at VoxDash’s discretion and does not create an obligation to provide future support. VoxDash may limit support for such plans to self-service documentation, automated resources, or community materials where available. Payment of Fees for a plan that does not include support does not create any implied right to assistance.

Support Eligibility and Prioritization. VoxDash may offer different levels, methods, responsiveness, or priority of customer support based on one or more factors, including the Client’s subscription plan, the specific Services or modules used, usage volume, project complexity, operational risk, commercial arrangements, or VoxDash’s business priorities at the time. Certain Services may receive enhanced or higher-touch support even if accessed under lower-tier plans, while other Services or plans may receive limited or no support. Except as expressly stated in a written Service Agreement, VoxDash makes no commitment to provide any particular level, channel, response time, or quality of support to any Client.

No Reliance on Historical Performance. The Client acknowledges that it has not relied on any historical uptime, availability, performance levels, feature availability, or prior operation of the Services in entering into these Terms, and that any such historical performance does not create any obligation, commitment, warranty, or expectation of future performance.

Non-Cumulative Application of Liability Limits. The liability caps, exclusions, and limitations set out in this Section apply to all claims arising from or relating to the Site or Services, regardless of the legal theory asserted, and are not cumulative with any other limitation or exclusion appearing elsewhere in these Terms. Except as expressly stated otherwise in this Section, the limitations of liability apply collectively and not separately to each claim, incident, theory of liability, or provision of these Terms. For clarity, the limitations, exclusions, and caps on liability set out in this Section apply to all claims arising from or relating to security incidents, data breaches, unauthorized access, or disclosure of data, including claims alleging negligence, gross negligence, recklessness, or willful misconduct, to the maximum extent permitted by applicable law. For clarity, equitable remedies limited to prospective injunctive relief to prevent ongoing misuse of the Services are not subject to the limitations, exclusions, or caps in this Section to the extent permitted by applicable law. For purposes of applying the Agreed Liability Cap, all claims, causes of action, demands, proceedings, or theories of liability arising out of the same or substantially related facts, circumstances, transactions, or course of conduct shall be treated as a single claim, regardless of the number of alleged breaches, incidents, affected datasets, users, or services. For purposes of applying the Agreed Liability Cap, the Cap may not be increased, expanded, or circumvented through the assertion of multiple legal theories, causes of action, incidents, datasets, projects, services, Users, or Accounts, nor through joinder, consolidation, class treatment, or combination with any liability arising under any other agreement between the Client and VoxDash.

Platform-Wide Aggregate Liability Cap. Notwithstanding any other provision of these Terms, VoxDash's total aggregate liability to all Clients combined, arising from all claims, incidents, or events occurring in any rolling twelve-month period, shall not exceed two hundred fifty thousand Canadian dollars. Once this Platform-Wide Aggregate Liability Cap is reached, VoxDash has no further liability to any Client for that period, regardless of any individual Client's remaining Agreed Liability Cap. This cap is a material term of the bargain and reflects the parties' agreed allocation of catastrophic risk across the platform. The parties acknowledge that exhaustion of this Platform-Wide Aggregate Liability Cap is a foreseeable consequence of its operation and expressly accept the risk that no further liability to Clients may remain for that period once the cap is reached.

Application to Fault-Based Claims. For clarity, to the maximum extent permitted by applicable law, the limitations, exclusions, and caps on liability set out in this Section apply to claims alleging negligence, gross negligence, recklessness, or willful misconduct. To the extent any such limitation is held unenforceable, VoxDash’s liability shall be limited to the maximum extent permitted by applicable law consistent with the parties’ agreed allocation of risk.

Fee and Risk Allocation Acknowledgement. The Client acknowledges and agrees that the Fees payable under these terms reflect the allocation of risk, limitations of liability, and exclusions of damages set forth herein, and that VoxDash would not provide the services at the same fee levels without these limitations. These limitations apply notwithstanding any failure of the essential purpose of any limited remedy. To the extent any limitation or exclusion is held unenforceable, such provision shall be enforced to the maximum extent permitted by applicable law in a manner that most closely reflects the parties’ original allocation of risk. The Agreed Liability Cap reflects the parties’ agreed allocation of risk and pricing and applies notwithstanding any failure of essential purpose, fundamental breach, or allegation of misrepresentation, to the maximum extent permitted by applicable law.

Asymmetric Allocation of Risk. The parties acknowledge and agree that the limitations, exclusions, and caps on liability set out in this Section apply solely to VoxDash’s direct liability to the Client. The Client’s indemnification, defense, and hold-harmless obligations under these Terms are independent obligations and are not subject to, and are not reduced by, the liability caps or exclusions applicable to VoxDash, except to the extent expressly required by applicable law. This asymmetry reflects VoxDash’s role as a platform provider and the Client’s control over its data, configurations, compliance obligations, and use of the Services.

Exclusion of Indirect and Special Damages. To the maximum extent permitted by applicable law, in no event shall VoxDash, its affiliates, subsidiaries, officers, directors, employees, agents, partners, licensors, or suppliers be liable to you or any third party, under any legal theory (contract, tort, statute, strict liability, negligence, equity, or otherwise), for:

a)indirect, incidental, special, punitive, exemplary, reliance, or consequential damages;

b)lost profits, lost revenue, loss of goodwill, loss of data, reputational harm, service interruption, computer damage, system failure, or cost of substitute services;

c)damages arising from use of or inability to use the Services, including inaccuracies, errors, omissions, delays, defects, interruptions, or operational failures, including any failure of performance, delay in operation or transmission, computer virus, or line failure;

d)damages arising from unauthorized access to, alteration of, deletion of, corruption of, or failure to store any Client Data, transmissions, Audio Recordings, or content;

e)damages arising from the conduct of any third party, including security incidents, breaches, or misuse of Client Data;

f)damages arising from any Client Data, AI outputs, analytics, or other content, including inaccuracies, errors, omissions, or consequences of decisions based on such outputs or materials; or

g)damages arising from any scripting errors, misconfiguration, incorrect settings, workflow design, or your failure to understand how the Services operate.

These limitations apply whether or not VoxDash has been advised of the possibility of such damages, and even if any remedy fails of its essential purpose. These limitations apply even where claims are based on negligence, strict liability, or other fault-based theories.

Any intentional misuse, theft, or unauthorized disclosure of Client Data by an individual employee, contractor, or agent is conclusively deemed an independent act outside the scope of employment, and VoxDash bears no vicarious, compensatory, or consequential liability for such conduct, provided VoxDash maintained reasonable administrative, technical, and organizational safeguards at the time.

Unauthorized Access, Security Incidents, and Misuse of Client Data. Any claim relating to unauthorized access, breach, security incident, system compromise, disclosure, or misuse of Client Data, whether caused by third parties, malicious actors, system failures, or VoxDash personnel, is governed exclusively by the limitations set out in this Section. These claims do not increase or expand the liability cap.

No Liability for Misconfiguration or Improper Use. VoxDash is not responsible for any damages, incorrect outputs, or losses arising from your misuse of the Services, configuration choices, data preparation, scripting, quotas, questionnaire content, routing logic, API usage, workflow design, integrations, dashboards, or other operational decisions. All risk arising from your configuration or interpretation rests with you.

Client Control Over Decisions. You acknowledge that you control how VoxDash is configured, which datasets you upload, how you interpret and rely upon AI outputs or analytics, and what decisions, publications, campaigns, or projects you pursue using the Services. VoxDash does not direct or supervise your research design, sampling, questionnaire construction, modeling choices, or analytical interpretations. You assume full responsibility for any outcomes or consequences arising from your use of the Services.

No Special Relationship. You acknowledge that VoxDash is not a fiduciary, trustee, custodian, or agent of Client Data. All Services are provided on a commercial, non-fiduciary basis, and VoxDash owes no duty of care other than those expressly stated in these Terms.

Audio Recordings and Sensitive Disclosures. Audio Recordings may contain Personal Information, sensitive information, or spontaneous disclosures by respondents. You accept full responsibility for any consequences arising from such disclosures, including regulatory obligations, privacy compliance, downstream use, contractual duties, or liabilities incurred by you. VoxDash’s responsibility for Audio Recordings is limited solely to hosting and processing them as part of the Services, subject to the liability caps in this Section.

Exclusive Remedy. Your sole and exclusive remedy for any claim arising from the Site or Services, including unauthorized access, breach, disclosure, misuse of Client Data, errors, inaccuracies, or service issues, is limited to:

a)written notice of the event; and

b)if VoxDash determines that a remedy is appropriate, the issuance of service credits or, where permitted under an applicable Service Agreement, a refund not exceeding the Fees you paid for the affected Service for up to three months preceding the incident.

No other remedies, including statutory, exemplary, or consequential damages, are available. To the fullest extent permitted by law, the Client waives any right to claim consequential, exemplary, statutory, or similar damages, including damages for distress, reputational loss, or alleged privacy harm.

Mitigation Requirement. Each Client must take reasonable steps to mitigate any loss or damage and may not recover for losses that could have been avoided through such mitigation.

Claims relating to confidentiality, privacy, data protection, information security, unauthorized access, data breaches, or security incidents are subject to the same limitations, exclusions, and the Agreed Liability Cap and do not increase or operate independently of it.

All limitations, exclusions, caps, and remedies set out in this Section are cumulative, subject to, and shall not exceed the Agreed Liability Cap, which prevails over any inconsistent or ambiguous provision in these Terms.

All limitations, exclusions, caps, and remedies set out in this Section are cumulative and subject to the Agreed Liability Cap and the Platform-Wide Aggregate Liability Cap, each of which operates independently as a maximum ceiling. Where any provision of these Terms is inconsistent with or ambiguous as to the applicable limitation, the interpretation affording VoxDash greater protection shall prevail.

Jurisdictional Limitations. Some jurisdictions do not allow exclusion or limitation of incidental or consequential damages or implied warranties. In those jurisdictions, VoxDash’s liability is limited to the maximum extent permitted by law.

39.Indemnification and Client Responsibility

This Section supplements and does not limit any other indemnification obligation in these Terms. All indemnification duties described in these Terms are cumulative, operate concurrently, and apply to the fullest extent of their respective scopes.

The Client shall defend, indemnify, and hold harmless VoxDash, its affiliates, subsidiaries, officers, directors, employees, agents, partners, licensors, and suppliers (collectively, the “VoxDash Parties”) from and against any claim, investigation, regulatory action, penalty, fine, loss, damage, liability, cost, or expense (including attorneys’ fees and other professional fees and court costs) arising from or relating to:

a)the Client’s data collection, consent practices, telecommunications activity, or any use of or access to the Site, Platform, or Services;

b)any uploaded content, dataset, Client Data, or other material provided by the Client or its Users;

c)any misuse of the Site, Platform, or Services, including unauthorized access to or disclosure of data, or failure to manage user permissions or account security;

d)any breach of these Terms, any incorporated policy, or any applicable law, regulation, institutional policy, or contractual obligation by the Client or its Users;

e)any alleged or actual violation of telecommunications, anti-spam, or marketing laws, including the U.S. Telephone Consumer Protection Act (TCPA), the U.S. CAN-SPAM Act, Canada’s Anti-Spam Legislation (CASL), or any similar law or regulation governing calls, SMS, email, or other electronic messages initiated using or through the Services;

f)any claim arising from or relating to the Client’s interactions, transactions, communications, or disputes with any Vendor, or any reliance on Vendor-provided content, data, materials, or representations;

g)any breach of the Client’s representations, warranties, or covenants under these Terms or any incorporated policy;

h)infringement by the Client, or by any third party using the Client’s Account, of any intellectual property, privacy, publicity, or other right of any person or entity;

i)any misrepresentation of methodological facts, sampling procedures, response rates, data quality, or ethical approvals in connection with work conducted through the Services;

j)the Client’s failure to obtain required ethics approvals, IRB or REB authorization, consents, or permissions from data subjects, institutions, or other stakeholders;

k)any claim arising from or relating to the Client’s use of generative artificial intelligence, automated systems, scripts, bots, or third-party tools or services in connection with Client Data, submissions, listings, metadata, outputs, or other content processed through the Services;

l)any claim that the Client’s data collection methods, sampling procedures, survey design, modeling choices, analytical practices, or research conduct violate professional standards, institutional requirements, academic ethics rules, funder conditions, or research-oversight policies, including IRB, REB, or equivalent review frameworks;

m)any claim arising from the Client’s failure to properly attribute data sources, comply with dataset-level licensing terms, honor access restrictions, or respect usage, citation, or downstream-distribution requirements applicable to Client Data or third-party data used in connection with the Services;

n)any claim alleging that Client Data, submissions, listings, outputs, or other content constitute synthetic media, “deep fakes,” manipulated content, misleading AI-generated material, or otherwise deceptive representations of authenticity, provenance, or authorship;

o)any governmental, regulatory, institutional, academic, or funding-body investigation, inquiry, audit, enforcement action, or review arising from or relating to the Client’s research practices, data handling, consent practices, disclosures, publications, or use of the Services.

p)any claim that Client Data or other content supplied by the Client violates privacy rights, data-protection or data-security laws, confidentiality obligations, or institutional or contractual restrictions;

q)any use, reuse, or further processing of Client Data by other users to whom the Client granted access or made such data publicly available through the Services;

r)any dataset-level licensing terms the Client applies to its content, including any claim that arises from the Client’s failure to honor those terms in its dealings with third parties;

s)any dispute between the Client and any employee, contractor, data subject, institution, collaborator, or other third party in connection with Client Data, survey projects, or use of the Services;

t)any claim by the Client’s employees, contractors, data subjects, or other third parties alleging unauthorized access, breach, or misuse of Client Data that is not directly and exclusively caused by the proven willful misconduct of a member of VoxDash’s executive management, as finally determined by a court of competent jurisdiction or in binding arbitration, including any regulatory inquiry, enforcement action, or third-party demand that results from such incidents; and

u)any other claim arising from the Client’s or its Users’ access to or use of the Site, Platform, or Services that is not expressly excluded by these Terms.

Vendor Independence. VoxDash is not responsible for, and assumes no liability arising from, Vendor conduct, Vendor content, or any failure, refusal, or alleged failure by a Vendor to perform. The Client’s sole remedies for Vendor-related issues are against the Vendor.

Such indemnified losses, damages, costs, and expenses include all actual, general, special, consequential, punitive, and exemplary damages that the VoxDash Parties incur in connection with the matters described above.

Indemnification Procedures and Requirements. The Client’s indemnification obligations under these Terms are subject to VoxDash:

a)providing the Client with reasonably prompt written notice of any Claim for which indemnification may be sought, provided that failure to provide timely notice does not relieve the Client of its indemnification obligations except to the extent the Client demonstrates actual prejudice resulting solely from the delay; and

b)permitting the Client to participate in the defense of any Claim, subject at all times to VoxDash’s exclusive control over strategy, counsel selection, and settlement.

The Client shall not settle any Claim, admit liability, or take any action that would impose any obligation on VoxDash or impair VoxDash’s rights without VoxDash’s prior written consent. VoxDash may participate in the defense of any indemnified Claim through counsel of its choosing, at the Client’s cost and expense. Such participation does not relieve the Client of its duty to defend, indemnify, and hold harmless VoxDash, which duty applies continuously and includes payment of defense costs as they are incurred. Notwithstanding the foregoing, the Client’s duty to defend and indemnify attaches immediately upon VoxDash’s written demand and is not conditioned on compliance with any particular notice or procedural requirement where:

a)the Claim involves allegations of fraud, intentional misconduct, or willful breach by the Client;

b)delay in the Client’s assumption of the defense would prejudice VoxDash’s ability to respond effectively;

c)the Claim involves regulatory, governmental, criminal, or quasi-criminal matters;

d)VoxDash determines, in good faith, that prompt action is required to protect its interests, reputation, or operations; or

e)the Claim arises from the Client’s breach of any representation, warranty, or covenant under these Terms.

Scope of Indemnification Per Claim. The Client’s indemnification obligations apply separately to each Claim, investigation, audit, regulatory action, proceeding, or demand. There is no aggregate cap on the Client’s indemnification obligations, which reflect the allocation of third-party risk assumed by the Client. Indemnification obligations are independent of, and not limited by, any limitation of liability applicable to VoxDash’s direct liability to the Client. For clarity, indemnification amounts, defense costs, settlements, judgments, fines, penalties, and related expenses are not subject to any damages cap or exclusive remedy provision in these Terms.

VoxDash is not responsible for verifying or monitoring how Client personnel or third-party integrators access or use Client Data. The Client is solely responsible for managing its users’ permissions and activity within its Account. Any misuse or misappropriation of data by the Client’s employees, contractors, or affiliates is deemed the Client’s own act.

Where a claim arises from misuse of data obtained from a data provider or vendor through the Services, the Client’s indemnity obligations also extend to the affected data providers or vendors in connection with that claim, including any misuse of data, violation of dataset-level licensing terms, or attempt to identify or contact individuals represented in the data.

VoxDash reserves the right, at the Client’s expense, including all internal and external costs, to assume the exclusive defense and control of any matter subject to indemnification. The Client shall fully cooperate with VoxDash in responding to and defending any claim, subpoena, discovery request, interview, deposition, or regulatory inquiry arising from Client-related conduct, even if VoxDash is not a named party.

Exclusive Settlement Authority. VoxDash has exclusive authority to conduct, control, and settle any claim subject to indemnification, including selecting counsel, determining litigation or negotiation strategy, and deciding whether and on what terms to resolve the matter. VoxDash may enter into any monetary settlement without the Client’s consent, and the Client shall be responsible for all settlement amounts as part of its indemnification obligations, provided the settlement is made in good faith and does not impose non-monetary obligations on the Client. The Client shall not unreasonably withhold or delay consent to any settlement that requires Client action. For clarity, Client consent is required only where a settlement imposes non-monetary obligations on the Client.

The Client's duty to defend applies to any claim that falls within the scope of this indemnity and attaches upon VoxDash’s written notice. VoxDash may select defense counsel of its choosing, and the Client shall pay such counsel’s reasonable fees directly or reimburse VoxDash within thirty days of invoice. VoxDash has no duty to defend the Client.

Any indemnification amount, defence cost, reimbursement, or other sum owed by the Client under this section shall be payable within thirty (30) days of VoxDash’s written demand. Any unpaid amount after that period will be treated as an overdue invoice and accrue interest at the default rate applicable to overdue payments under these Terms. VoxDash’s right to recover indemnified amounts, defence costs, and accrued interest is independent of any limitation of liability or exclusive-remedy provision in these Terms.

These indemnification obligations survive termination, remain enforceable after cancellation or expiration of the Services, and apply regardless of any limitation of liability or other defense available to the Client. For the avoidance of doubt, the Client’s indemnity obligations apply even if a third party alleges joint or concurrent fault by VoxDash, except to the extent directly and exclusively caused by the proven willful misconduct of a member of VoxDash’s executive management, as finally determined by a court of competent jurisdiction or in binding arbitration.

Prevailing Party. VoxDash is deemed the prevailing party in any claim, action, or proceeding arising out of or relating to these Terms if VoxDash obtains any relief whatsoever, including dismissal of any claim against VoxDash, enforcement of any contractual provision, injunctive or declaratory relief, or recovery of any portion of the Fees, damages, or other amounts sought. A partial recovery, mixed outcome, or dismissal without prejudice does not prevent VoxDash from being deemed the prevailing party. The Client is deemed the prevailing party only if VoxDash obtains no relief of any kind.

40.Release of Claims Relating to Third-Party Disputes

VoxDash acts as a platform and intermediary and does not control, direct, or assume responsibility for the conduct, statements, data, projects, or obligations of Clients, Vendors, Users, collaborators, or other third parties. To the maximum extent permitted by applicable law, you release VoxDash, its affiliates, and their respective officers, directors, employees, contractors, agents, and representatives (collectively, the "Released Parties") from any and all claims, demands, causes of action, losses, or liabilities, whether known or unknown, suspected or unsuspected, arising out of or relating to disputes, interactions, transactions, collaborations, or communications between you and any other Client, Vendor, User, or third party in connection with the Services. This release includes any claim seeking contribution, indemnity, apportionment, or allocation of fault from VoxDash arising from such third-party disputes. “Released Parties” includes, without limitation, the VoxDash Parties as defined elsewhere in these Terms.

You acknowledge and agree that this release applies even if you later discover facts or circumstances that were unknown, unsuspected, or not reasonably foreseeable at the time you agreed to these Terms, and you expressly assume the risk of any such unknown or unsuspected claims. You agree that this allocation of risk is a material basis for your access to and use of the Services. This release does not apply to claims that cannot be released as a matter of mandatory, non-waivable law. This Section survives termination, suspension, or expiration of your Account or these Terms. For clarity, this release applies regardless of whether an indemnification obligation exists under these Terms and is independent of any duty to defend or indemnify.

41.Disclaimer

VoxDash contents, functions, and outputs on the Site, Platform, and Services are provided for your use at your own risk. VoxDash does not guarantee or represent that any content, output, or feature is accurate, complete, reliable, timely, available, or suitable for any particular purpose. Access, use, and reliance are entirely your responsibility.

VoxDash does not represent or guarantee that the use of or the results of the use of the contents on the Site will be correct, accurate, reliable, or suitable for your needs. VoxDash makes no commitment to update materials on the Site. You, and not VoxDash, are responsible for the entire cost of all necessary servicing, repair, or correction that arises from your access to or use of the Site, Platform, or Services. Some jurisdictions do not allow the exclusion or limitation of certain implied conditions or warranties. In those jurisdictions, any such exclusion or limitation in these Terms applies only to the extent permitted by law.

The information contained on the Site is provided for informational purposes only and should not be relied upon for any purpose. You acknowledge that you have not relied on any statement, representation, or assurance regarding the security, privacy, or integrity of the Platform other than those expressly included in these Terms or in a written Service Agreement executed by VoxDash. VoxDash is not liable for any results obtained or not obtained as a consequence of your use of information contained on the Site. The contents on the Site may include technical inaccuracies or typographical errors. VoxDash reserves the right to make changes or improvements to the Site at any time.

Research and Decision-Making Disclaimer. All datasets, survey results, AI outputs, visualizations, statistics, summaries, interpretations, and other content made available through VoxDash are provided for informational and research purposes only. VoxDash does not promise or represent that any such content is accurate, complete, current, neutral, or suitable for any particular purpose. You agree not to rely on any VoxDash content or output as the sole basis for decisions relating to finance, investments, elections, public policy, employment, health, safety, or other consequential matters. You are solely responsible for independently verifying any results or conclusions before acting on them.

No High-Stakes Use. The Services are not designed or intended for use in situations where inaccurate, incomplete, or delayed data could result in personal injury, death, significant financial loss, material political impact, or other serious consequences. You assume full responsibility for all decisions and outcomes arising from your use of the Services, and you acknowledge that VoxDash has no special duty of care in connection with such decisions or outcomes.

No Duty to Update. VoxDash does not represent or guarantee that any information, documentation, or content available through the Site or Services is current, complete, or accurate. VoxDash has no obligation to update, correct, or revise any materials, regardless of any changes in circumstances or new information. Reliance on any outdated, incomplete, or inaccurate information is at your sole risk.

No Liability for Business Loss. VoxDash is not liable for any loss of business, revenue, customers, opportunities, goodwill, reputation, anticipated savings, or other commercial or economic loss arising from or relating to your use of, reliance on, or inability to access the Services.

If any part of the Site offers you the opportunity to join in or read from a forum, any communications posted on the forum represent the views of the individual who posted such communication and are not to be taken as the views of VoxDash. VoxDash accepts no responsibility or liability for anything posted on a forum by any user of the forum. You may not use the forum to post, upload, or transmit information or pictures that are defamatory, a breach of privacy, or otherwise unlawful. VoxDash reserves the right to monitor any information transmitted or received through any forum. VoxDash, at its sole discretion and without prior notice, may at any time review, remove, or block any materials posted.

Any reference to VoxDash or to information contained on the Site for commercial purposes, including citation in any advertising, sales collateral, or other marketing materials, is strictly prohibited without written consent from VoxDash. No statement on the Site or in marketing materials creates any warranty, guarantee, or representation that is not expressly included in these Terms.

Some jurisdictions prohibit the disclaimer of certain warranties or conditions or the limitation of certain types of liability. In such circumstances, to the extent that such prohibitions prevent any exclusions and limitations in these Terms from applying to you, such exclusions and limitations will not apply strictly to the extent necessary to make these Terms consistent with those prohibitions.

VoxDash does not guarantee the methodological quality, representativeness, or statistical validity of any survey conducted or data published through the Platform. Users are responsible for designing and evaluating their own survey methodologies. This Disclaimer supplements and does not limit VoxDash’s Limitation of Liability. In the event of conflict, the Limitation of Liability section prevails. VoxDash makes no warranty regarding the accuracy or correctness of any statistical calculations, visualizations, or analyses generated through the Platform. The Client is solely responsible for validating all analytical or computed results before reliance or publication.

Third-Party Content Disclaimer. The Services may contain or provide access to content, datasets, metadata, documentation, opinions, analyses, AI-generated content, and other materials created, uploaded, or submitted by third parties, including other Clients, Vendors, Data Providers, and external sources (collectively, 'Third-Party Content'). VoxDash does not review, verify, endorse, approve, or assume any responsibility for Third-Party Content. Third-Party Content represents the views, methodologies, and judgments of the person or entity that created it, not VoxDash. VoxDash makes no representation or warranty regarding the accuracy, completeness, reliability, quality, validity, legality, or fitness for any purpose of any Third-Party Content. The Client's or any User’s use of or reliance on any Third-Party Content is entirely at the Client's own risk. VoxDash shall have no liability for any loss, damage, or claim arising from the Client's use of, reliance on, or inability to use any Third-Party Content. This disclaimer applies regardless of whether VoxDash has curated, indexed, categorized, or otherwise organized Third-Party Content for presentation through the Services.

42.Warranty Disclaimer

The Services, Platform, Site, and all content, Client Data, features, tools, and functionalities (including, without limitation, all datasets, analyses, outputs, AI tools, Marketplace Data, Audio Recordings, transcripts, and user submissions) are provided “as is” and “as available” and without warranty of any kind, express or implied, to the maximum extent permitted by applicable law.

To the maximum extent permitted by applicable law, VoxDash and its affiliates, subsidiaries, officers, directors, employees, agents, partners, licensors, and suppliers expressly disclaim all warranties of any kind, whether express, implied, or statutory, including but not limited to:

a)implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement;

b)warranties arising from course of dealing, course of performance, or usage of trade;

c)warranties that the Services will be uninterrupted, timely, secure, or error-free;

d)warranties that any content, Client Data, datasets, analyses, or outputs are accurate, complete, reliable, current, or suitable for any particular purpose;

e)warranties that the Platform will be available at any particular time or location;

f)warranties that defects or errors will be corrected;

g)warranties that the Services, content, or any materials are free of viruses, malware, or other harmful components; and

h)warranties that the results of using the Services will meet your requirements or expectations.

No advice or information, whether oral or written, obtained by you from VoxDash or through the Services creates any warranty not expressly stated in these Terms.

Your use of the Services is solely at your own risk. You are solely responsible for evaluating the accuracy, completeness, and usefulness of all content, datasets, and outputs. You acknowledge that you will not rely on VoxDash to provide accurate, complete, or error-free Services or content.

This Warranty Disclaimer applies to all matters, features, and functionalities described anywhere in these Terms, regardless of the section in which they appear. It supplements and does not limit the “Limitation of Liability” section. In the event of any inconsistency between this Warranty Disclaimer and the “Limitation of Liability” section, the “Limitation of Liability” section prevails.

Essential Basis of Bargain. The disclaimers of warranties, limitations of liability, exclusions of damages, and allocations of risk set out in this Section and throughout these Terms form an essential basis of the bargain between VoxDash and the Client. The Client acknowledges and agrees that VoxDash would not provide the Services, or would provide them only at materially higher Fees, absent the Client’s agreement to these provisions. The Client further acknowledges that it has received good and valuable consideration for these provisions in the form of access to the Services under the pricing, structure, and risk allocation reflected in these Terms.

43.Limitation Period

Any cause of action arising out of or relating to these Terms, the Site, or the Services must be commenced within 6 months after the underlying event giving rise to the claim occurred. If not commenced within this 6-month period, the claim is permanently barred. This limitation applies to all legal theories, whether contract, tort, statute, or otherwise, and it survives suspension or termination of the Services. Knowledge, discovery, or delayed awareness of the facts that give rise to a claim does not extend or restart this limitation period.

Except to the extent that applicable law prohibits the waiver of tolling in circumstances where a party is legally prevented from discovering a claim, no doctrine of equitable tolling, delayed accrual, fraudulent concealment, continuing violation, continuing wrong, or similar principle applies to extend, suspend, or revive the limitation period. The limitation period runs from the date of the event giving rise to the claim, regardless of when the Client discovers or should have discovered the facts underlying the claim.

Claims by VoxDash Not Limited. The limitation period set out in this Section applies only to claims brought by the Client against VoxDash. VoxDash’s claims against the Client, including claims for unpaid Fees, indemnification, breach of these Terms, enforcement of rights, recovery of damages, or collection actions, are subject to the maximum limitation period permitted under applicable law. No contractual or equitable limitation period shortens the time available to VoxDash to bring such claims. The parties acknowledge that the allocation of limitation periods in these Terms reflects their negotiated risk allocation and the commercial realities of providing the Services.

44.Fee Recovery and Enforcement Costs

To the fullest extent permitted by applicable law, the Client agrees to reimburse VoxDash for all reasonable attorneys’ fees, expert fees, court costs, arbitration fees, collection costs, and related expenses incurred by VoxDash in connection with any claim, dispute, action, arbitration, investigation, or enforcement proceeding arising out of or relating to these Terms, the Services, or the Client’s use of the Platform, if:

a)VoxDash obtains any relief whatsoever, including partial relief, dismissal of any claim against VoxDash, injunctive relief, declaratory relief, or enforcement of any provision of these Terms;

b)any claim, demand, or proceeding initiated by the Client is determined to be frivolous, vexatious, or lacking a reasonable basis in fact or law;

c)the Client fails to comply with any required pre-dispute escalation, informal resolution, notice, or arbitration procedures set out in these Terms;

d)the Client initiates any chargeback, reversal, clawback, or payment dispute relating to Fees, and such dispute is resolved in VoxDash’s favor or withdrawn; or

e)VoxDash is required to investigate, respond to, or enforce any violation of these Terms, including misuse of the Services, unauthorized access, competitive use, scraping, or circumvention of technical protections.

All amounts recoverable under this Section are payable within thirty (30) days of written demand and are independent of, and not subject to, any limitation of liability, damages cap, or exclusive-remedy provision set out elsewhere in these Terms.

Without limiting the foregoing, VoxDash is deemed the prevailing party for purposes of fee recovery if VoxDash obtains any relief described in this Section.

45.Termination

Termination by Client. A Client may terminate its Account or Paid Plan at any time by following the cancellation instructions in the Application. Termination takes effect at the end of the current billing period unless otherwise agreed in writing. Except as required by law or expressly stated in a Service Agreement, Fees are non-refundable, and partial billing periods are not prorated.

Termination or Suspension by VoxDash. VoxDash may, at any time and at its sole discretion, suspend, restrict, or terminate any Account or access to the Services, for any reason or no reason, with or without notice, with or without explanation, including but not limited to situations involving:

a.non-payment or failure to renew a Paid Plan;

b.breach or suspected breach of these Terms or applicable law;

c.conduct that VoxDash considers harmful, abusive, fraudulent, or inconsistent with the operation or integrity of the Platform;

d.any attempted chargeback, reversal, or payment dispute will be treated as an event of breach and may result in immediate suspension or termination of your Account without refund;

e.provision of false, misleading, incomplete, or inaccurate information;

f.failure or refusal to complete identity, location, or compliance verification;

g.actions or omissions that VoxDash reasonably believes may create legal, regulatory, reputational, security, or operational risk;

h.discontinuation, modification, or reallocation of Services, features, or resources as part of VoxDash’s business decisions;

i.requests by law enforcement or regulatory authorities; or

j.any other reason determined by VoxDash in its sole discretion.

Immediate Termination Events. Without limiting VoxDash’s broad rights to suspend or terminate access under this Section, VoxDash may immediately terminate these Terms and all access to the Services, without notice, cure period, or liability, upon the occurrence of any of the following events:

a)the Client files for, consents to, or becomes subject to any bankruptcy, insolvency, reorganization, liquidation, assignment for the benefit of creditors, or similar proceeding, or a receiver, trustee, or similar authority is appointed over all or a substantial portion of the Client’s assets;

b)any levy, seizure, attachment, or enforcement action against the Client’s assets that, in VoxDash’s reasonable judgment, materially impairs the Client’s ability to perform its obligations or poses operational, legal, or financial risk to VoxDash;

c)any material change in the Client’s ownership or control that results in the Client becoming owned or controlled by: (i) a competitor of VoxDash; (ii) an entity subject to sanctions, export controls, or trade restrictions; or (iii) an entity that, in VoxDash’s reasonable judgment, presents legal, regulatory, security, or reputational risk;

d)the Client’s engagement in any activity, use case, data practice, or conduct that VoxDash reasonably determines poses legal, regulatory, compliance, security, telecommunications, sanctions, data-protection, or reputational risk to VoxDash, its platform, its service providers, or other users;

e)any actual or anticipated request, directive, investigation, enforcement action, or legal obligation from a governmental, regulatory, law-enforcement, or supervisory authority that requires or reasonably necessitates VoxDash to suspend or terminate the Client’s access to the Services;

f)the Client makes any knowingly false, misleading, or malicious public statement regarding VoxDash, its personnel, or its Services that materially harms VoxDash’s reputation or business interests.

Termination under this Section is without prejudice to any other rights or remedies available to VoxDash, including Fee acceleration, collection, indemnification, and injunctive relief. For clarity, termination under this subsection does not require a breach of these Terms, does not depend on fault or wrongdoing by the Client, and may occur independently of any breach determination under the “Breach” provisions below.

Breach. For purposes of these Terms, any breach described in this Section constitutes a breach that VoxDash may, in its sole discretion, treat as material for purposes of suspension, termination, remedies, acceleration of Fees, withholding of services, or enforcement of rights under these Terms. Any breach by a User, employee, contractor, agent, or person accessing the Services through the Client’s Account constitutes a breach by the Client. VoxDash may classify any breach as material without needing to demonstrate harm, prejudice, or impact on the essence of the Agreement. For purposes of these Terms, “breach” includes, without limitation:

a)failure to pay any Fee when due;

b)any chargeback, reversal, or payment dispute initiated by the Client;

c)any violation of the Restrictions on Use;

d)any breach of the Client’s representations or warranties;

e)any unauthorized access to, disclosure of, or use of VoxDash Confidential Information;

f)any use of the Services in violation of applicable law, regulation, or industry-standard telecommunication or privacy requirements;

g)any disparagement of VoxDash or its personnel; and

h)any conduct that VoxDash, in its sole discretion, determines creates reputational, legal, security, operational, regulatory, or sanctions-related risk.

Any conduct described elsewhere in these Terms as a ‘breach’ is conclusively deemed a breach under this Section without the need to demonstrate harm, impact, prejudice, or damages. This definition applies to all references to “breach” in these Terms and is not exhaustive. VoxDash may determine that other conduct also constitutes a breach under applicable law or these Terms.

If VoxDash terminates or suspends your Account for breach, fraud, misrepresentation, verification failure, non-payment, chargeback activity, or other cause permitted under these Terms or applicable law, you are not entitled to any refund or credit of prepaid Fees, and all accrued, unpaid, and remaining Fees for the then-current subscription or commitment term become immediately due and payable. The Client acknowledges that this acceleration reflects the agreed subscription commitment and the parties’ allocation of termination risk.

Conclusive Determination. VoxDash’s determination that a breach of these Terms has occurred, or that suspension or termination is warranted, is conclusive and binding absent manifest bad faith by VoxDash proven by the Client with clear and convincing evidence. VoxDash’s system logs, risk assessments, internal records, and account-activity data are sufficient evidence of breach, misuse, or risk for purposes of suspension or termination. The Client bears the burden of disproving such evidence by clear and convincing evidence.

No Obligation to Continue Service. Suspension or termination of an Account or access to the Services may occur even if you are in full compliance with these Terms and have paid all Fees. VoxDash has no obligation to continue providing Services to any particular Client or User. Except as expressly stated in a written Service Agreement, no suspension or termination gives rise to any refund, credit, or liability, provided that if VoxDash terminates a paid subscription without cause, VoxDash will provide a pro-rated credit or refund for the unused portion of the prepaid subscription term as the Client’s sole and exclusive remedy. No credit or refund is owed where termination results from breach, misuse, risk-based suspension, legal or regulatory requirements, or any circumstance described in the Force Majeure section. VoxDash has no obligation to reinstate, reactivate, or restore any terminated Account, even if the underlying cause is later cured, unless VoxDash expressly agrees in writing.

Reinstatement. If the Client requests reinstatement of a terminated or suspended Account, VoxDash may, in its sole discretion, grant such request subject to: (a) payment of all outstanding amounts, including interest, penalties, and collection costs; (b) a non-refundable reinstatement fee equal to fifty percent (50%) of the then-current annual subscription Fee, which is not creditable toward future Fees; and (c) compliance with any additional conditions, limitations, security reviews, plan changes, or pricing adjustments VoxDash deems appropriate. Reinstatement does not restore any prior pricing, discounts, promotional terms, grandfathered features, or contractual concessions unless expressly agreed in writing by VoxDash. VoxDash has no obligation to reinstate any Account.

Fraud, Abuse, and Risk-Based Restrictions. In addition to the above, VoxDash may, in its sole discretion and without prior notice, impose immediate limitations on any User account, Organization, project, or access to the Services if VoxDash identifies or suspects fraud, abuse, security risk, sanctions exposure, unlawful activity, or other high-risk behavior. Such measures may include temporary restriction, suspension, or permanent termination. VoxDash is not responsible for any resulting loss, delay, or harm, including loss of access to Client Data, except to the limited extent required by applicable law or an executed written Service Agreement. VoxDash’s risk determinations are final and may be based on patterns of activity, external intelligence sources, or internal risk models, none of which VoxDash is required to disclose.

Account Status Notifications and Disclosures. If VoxDash suspends, restricts, or terminates your Account for any reason, VoxDash may, in its discretion and without obligation, communicate your Account status to third parties with whom you have interacted through the Services, including Clients, Organizations, Vendors, or collaborators, where VoxDash reasonably determines that such notice is appropriate to protect platform integrity, prevent misuse, support research transparency, or reduce legal, compliance, or fraud risk. Any such communication may include a factual statement of the Account status and, where VoxDash deems appropriate, a high-level, non-evaluative description of the general basis for the action (for example, violation of platform rules, security concerns, or compliance issues), but shall not include detailed findings, investigative materials, or internal deliberations. VoxDash may also disclose Account status, records, and related information to research institutions, ethics committees, regulators, payment processors, law-enforcement authorities, or other third parties where VoxDash reasonably believes such disclosure is necessary or appropriate for fraud prevention, risk management, legal compliance, enforcement of these Terms, or protection of VoxDash, its Users, or the public. All disclosures under this Section may be made without prior notice to you and are made in good faith based on information available to VoxDash at the time. VoxDash makes no representation regarding the completeness or accuracy of any information disclosed and undertakes no duty to investigate or update third parties. To the maximum extent permitted by law, VoxDash disclaims all liability arising from or relating to any disclosure made in accordance with this Section.

Effect of Termination. Upon termination, all rights granted under these Terms immediately end. The Client must cease all access to and use of the Services and destroy or permanently delete any materials, datasets, or other content obtained from VoxDash that are not lawfully retained under a separate license or Service Agreement. Account termination requests initiated by the Client will result in deletion or anonymization of associated personal information within a commercially reasonable period, except where retention is required by law, these Terms, or to maintain research-record integrity. VoxDash may disable the Client’s access and delete or anonymize stored Client Data thirty (30) days after termination without notice unless retention is required by law or agreed in writing. Data deletion timelines vary based on the triggering circumstance, including non-payment, termination, and risk-based suspension. Where multiple timelines could apply, the shortest applicable timeline controls unless VoxDash elects, in its sole discretion, to apply a longer period. VoxDash is not liable for the deletion of data after that period. VoxDash has no implied duty to assist in data extraction, migration, or restoration following termination unless expressly agreed in writing and prepaid at VoxDash’s then-current professional-services rates. VoxDash is not required to preserve logs, backups, or historical versions once access is terminated, and any restoration or export service requested thereafter will be subject to additional fees and feasibility review.

No Access After Termination. VoxDash has no obligation to provide continued access to the Services or to any Client Data following termination or expiration of an Account. Any post-termination access or retrieval assistance, if offered at VoxDash’s discretion, may be subject to additional Fees.

No Waiver of Fees. Termination does not relieve the Client of any accrued payment obligations. No pro-rata refund will be applied in the event of termination by the Client.

Survival. The provisions identified in Section titled “Survival of Provisions” survive termination, suspension, expiration, or closure of any Account or these Terms.

Termination under this Section is independent of any suspension or termination arising under the Force Majeure clause. Nothing in this Section limits VoxDash’s right to recover unpaid Fees, damages, or collection costs arising from the same conduct.

46.Milestone Review; Deemed Approval; Payment Release

Where Services are delivered on a milestone, phase, or deliverable basis, VoxDash shall notify the Client when a milestone has been completed and is ready for review.

a)Seven-Day Review Period. The Client has seven (7) calendar days following VoxDash’s milestone completion notice sent to any email address associated with the Client’s Account, billing contact, or organization administration settings to either (i) approve the milestone, or (ii) submit a written objection that complies with subsection (b) below. Notices are deemed delivered upon transmission in accordance with these Terms. The review period does not suspend the Client’s payment obligations or VoxDash’s right to proceed under these Terms.

b)Requirements for Valid Objection. Any objection must be received within the seven-day review period and must, at a minimum, relate solely to the agreed scope and specifications and:

i.identify with specificity each deliverable alleged to be non-compliant;

ii.describe the precise manner in which such deliverable fails to meet such specifications;

iii.include supporting documentation or evidence reasonably sufficient to substantiate the objection; and

iv.propose specific corrective actions required to cure the alleged deficiency.

c)Non-Valid Grounds for Objection. The following do not constitute valid grounds for objection, regardless of form, specificity, or documentation:

i.Client dissatisfaction, changed expectations, or subjective quality preferences not traceable to a failure to meet the agreed scope or specifications;

ii.internal review delays, stakeholder input, budget changes, approval bottlenecks, or shifting priorities within the Client’s organization;

iii.response rates, completion rates, sample composition, or data quality outcomes that fall within normal research variance or are attributable to factors outside VoxDash’s control, including sample quality, questionnaire design, recruitment conditions, respondent behavior, or external events;

iv.results, findings, or outcomes that differ from the Client’s expectations where the agreed scope and specifications were met;

v.issues that were reasonably discoverable during a prior milestone, phase, or review period but were not raised at that time;

vi.third-party opinions, regulatory commentary, peer review, or downstream use, interpretation, or publication issues arising after delivery; or

vii.any matter the Client could reasonably have identified and raised during the applicable review period but failed to do so.

d)An objection to a portion of a milestone does not delay approval or payment for any undisputed portion, which shall be deemed approved.

e)Invalid or No Objection; Deemed Approval. Failure to submit a timely objection that fully satisfies all requirements of subsection (b) and does not fall within subsection (c) constitutes irrevocable acceptance of the milestone. Any objection that is untimely, vague, incomplete, unsupported, or non-specific is deemed invalid and treated as no objection.

f)Optional Cure Right. If, and only if, VoxDash determines in its sole discretion that a timely objection satisfies all requirements of this Section and identifies a material deficiency, VoxDash may elect to cure such deficiency. If VoxDash elects to cure, it shall have up to thirty (30) calendar days to deliver a corrected or supplemental deliverable. Upon delivery of the cure, the applicable milestone is deemed approved, and full payment is immediately due. The Client may not raise any new objections or expand the scope of the original objection. If VoxDash determines, in its sole discretion, that no cure is required or declines to cure, the milestone is deemed approved as of the original delivery date, and the Client’s sole recourse is to proceed under Section titled “Dispute Resolution”, subject to the waiver and finality provisions of these Terms. VoxDash’s consideration of whether to cure does not suspend payment obligations unless VoxDash expressly agrees otherwise in writing.

g)Automatic Payment Release. Upon milestone approval or deemed approval, VoxDash is irrevocably authorized to release, retain, and apply all corresponding Project Funds or milestone payments without further notice or process.

h)Finality. Milestone approval or deemed approval is final for all contractual and payment purposes and may not be challenged, reversed, or relitigated for purposes of payment, milestone acceptance, or release of Project Funds through escalation, arbitration, or otherwise, except in the event of manifest fraud directly related to the specific milestone deliverable.

47.Dormant Accounts; Inactive Projects; Deemed Abandonment

An Account or project is deemed dormant if there is no login activity, project activity, submission, response to VoxDash communications, or other meaningful use of the Services for ninety (90) consecutive calendar days (“Dormant Account”). For avoidance of doubt, automated system activity, background processes, passive data storage, or third-party integrations operating without Client direction do not constitute meaningful use.

a)Dormancy Notices. Upon an Account becoming dormant, VoxDash may deliver a written dormancy notice to the email address(es) associated with the Account, including billing, administrative, or organizational contact addresses on file. If the Client does not respond within seven (7) calendar days, VoxDash may deliver a final dormancy notice. Notices are deemed delivered upon transmission in accordance with these Terms.

b)Deemed Abandonment. If the Client fails to respond or resume activity within seven (7) calendar days following the final dormancy notice, the Account and any associated projects are deemed abandoned by the Client, and such abandonment is final unless VoxDash agrees otherwise in writing.

c)Financial Consequences of Abandonment. Upon deemed abandonment:

i.VoxDash is irrevocably authorized to release, retain, apply, or set off any amounts corresponding to Services performed, resources allocated, capacity reserved, or non-recoverable costs incurred prior to dormancy;

ii.any prepaid subscription fees or service credits attributable solely to the abandoned period are forfeited as an administrative consequence of abandonment and not as a penalty; and

iii.VoxDash may finalize billing, close open invoices, and apply any outstanding credits or balances in accordance with these Terms.

d)Account Status and Data Handling. Following deemed abandonment, VoxDash may suspend, restrict, archive, or close the Account and may delete or anonymize Client Data in accordance with the Termination and Data Retention provisions of these Terms. VoxDash has no obligation to preserve dormant data beyond any period required by applicable law.

e)No Obligation to Maintain Availability. VoxDash has no obligation to continue providing Services, reserving capacity, or maintaining availability for any Dormant Account or abandoned project.

f)No Waiver. Dormancy, abandonment, or any action taken under this Section does not waive VoxDash’s right to pursue any other remedies available under these Terms.

g)Dispute Carve-Out. This Section does not apply to any Account or project that is subject to a pending escalation, informal resolution process, arbitration, or litigation under Section “Dispute Resolution”, unless VoxDash expressly elects otherwise in writing.

48.Survival of Provisions

Termination, suspension, expiration, or closure of an Account or these Terms for any reason does not affect any rights or obligations which, by their nature or express terms, are intended to survive.

Without limitation, the following provisions survive any termination, suspension, expiration, or closure of an Account or these Terms, regardless of cause and without time limitation:

a)Definitions and interpretation provisions

b)All payment, billing, interest, collection, acceleration, and fee-related obligations

c)Intellectual property ownership, licenses, restrictions, and reservations of rights

d)Derived Data ownership, aggregation rights, analytics rights, benchmarking rights, and AI training rights

e)Confidentiality obligations and data protection obligations

f)Limitations of liability, exclusions of damages, and risk allocations

g)Warranty disclaimers, exclusions, and any representations expressly stated to survive under these Terms

h)Indemnification and defense obligations

i)Releases, waivers, and assumption-of-risk provisions

j)Dispute resolution, arbitration, class-action waivers, mass-claims procedures, limitation periods, governing law, venue, and jurisdiction

k)Audit rights, enforcement rights, evidentiary provisions, and remedies

l)Non-circumvention, non-disparagement, and publicity restrictions

m)Cooperation obligations, including cooperation with legal process, regulatory inquiries, and enforcement matters

n)Waiver of jury trial (to the maximum extent permitted by applicable law), waiver of technical defenses, and waiver of defenses based on alleged changes in circumstances or hardship

o)Account status notification and disclosure rights

p)Pre-judgment remedies, security for costs, and judgment-enforcement provisions

q)Cumulative remedies and election-of-remedies provisions

r)Any obligation relating to compliance, sanctions, verification, fraud prevention, or regulatory cooperation

s)Any provision which by its nature or express wording contemplates performance, enforcement, or effect after termination

Survival of these provisions is not limited to any specific time period unless expressly stated otherwise. Termination does not relieve the Client of any obligation to pay amounts owed to VoxDash, and VoxDash retains the right to pursue all available remedies. Survival language appearing in individual sections of these Terms is cumulative with and does not limit this Section.

49.Force Majeure

VoxDash is not liable for any delay, interruption, or failure to perform arising from circumstances beyond its reasonable control (“Force Majeure Events”). Force Majeure Events include, without limitation, natural disasters, acts of God, war, terrorism, civil unrest, labor disputes, embargoes, government actions, regulatory investigations or proceedings, enforcement actions, lawful governmental orders, legal injunctions, changes in law or regulation, or any requirement imposed by a governmental authority that restricts, delays, limits, or prohibits VoxDash’s ability to operate the Services or any feature, epidemics, power or internet failures, denial-of-service attacks, or the unavailability or failure of third-party networks, hosting, or infrastructure providers.

Security Incident Classification. For the avoidance of doubt, any unauthorized access, data breach, ransomware attack, denial-of-service or distributed denial-of-service attack, advanced persistent threat, zero-day exploit, supply-chain compromise, social-engineering or phishing attack, insider threat, or other cybersecurity or information-security incident, whether caused by third parties, contractors, employees acting outside the scope of their authorized duties, nation-state actors, or unknown actors, and whether affecting VoxDash directly or its hosting providers, cloud infrastructure, telephony services, or other integrated systems, constitutes a Force Majeure Event unless directly and exclusively caused by the proven willful misconduct of a member of VoxDash’s executive management, as finally determined by a court of competent jurisdiction or binding arbitration. The mere occurrence of any such security incident does not establish negligence, breach of any standard of care, failure to maintain adequate security, or breach of these Terms by VoxDash. VoxDash’s security posture shall be evaluated based on the administrative, technical, and organizational safeguards in place at the time of deployment, not by hindsight, post-incident analysis, or subsequent developments in security practices or threat intelligence. VoxDash will reasonably cooperate with lawful investigations relating to such incidents to the extent required by applicable law, but bears no compensatory, consequential, or vicarious liability arising therefrom. All claims arising from or relating to such incidents remain subject to the Limitation of Liability and Warranty Disclaimer provisions of these Terms.

If a Force Majeure Event occurs, VoxDash’s obligations are suspended for the duration of the event and for a reasonable recovery period afterward. VoxDash may, in its discretion, provide notice to affected Clients and will determine when and how to resume performance. VoxDash may, at its discretion, attempt to restore affected Services using commercially reasonable means. VoxDash has no duty to mitigate, accelerate recovery, or expend additional resources beyond those it deems appropriate in its sole judgment.

VoxDash has no obligation to provide refunds, credits, or compensation for downtime, delay, or non-performance caused by a Force Majeure Event. VoxDash may terminate or limit affected Services at any time if continued operation is commercially impracticable or prohibited by law. No service-level commitments, uptime targets, or performance metrics apply during a Force Majeure Event, and no credits or refunds will accrue.

Payment obligations of Clients remain in full force and are not excused by a Force Majeure Event except where payment itself is rendered legally impossible. Confidentiality, intellectual-property, and limitation-of-liability provisions continue to apply in full.

For clarity, the termination rights described in this Section do not limit or affect VoxDash’s separate termination rights under the “Termination” section, and any termination under either Section does not entitle the Client to a refund, credit, or other compensation unless expressly stated in a written Service Agreement.

Extended Force Majeure and Permanent Discontinuation. If a Force Majeure Event continues for such duration or with such severity that VoxDash determines, in its sole discretion, that resumption of the affected Services is commercially impracticable, technically infeasible, or inconsistent with VoxDash’s business priorities, VoxDash may permanently discontinue the affected Services or terminate this Agreement in whole or in part, without liability. Any such discontinuation or termination does not give rise to any obligation to provide refunds, credits, service extensions, migration assistance, or substitute services, except to the limited extent expressly required by mandatory, non-waivable provisions of applicable law or expressly stated in a written Service Agreement executed by VoxDash’s executive management.

50.International Use and Local Compliance

The Services are controlled and operated from Canada. Content and features may not be appropriate or available in all locations. If you access the Services from outside the country of operation, you do so on your own initiative and are responsible for compliance with all applicable local laws, including privacy, telecommunications/marketing, and consumer-protection rules, as well as export control and sanctions regulations. VoxDash may restrict access to the Services, or to specific features or content, based on territory or legal requirements. This section does not set governing law or venue.

Trade Compliance and Sanctions. Clients are fully responsible for ensuring that their access to and use of the Services comply with all export control, sanctions, and trade laws that apply to the Client, the Client’s location, and the Client’s data flows. VoxDash does not undertake responsibility for determining which foreign laws apply to any Client project. Clients must not use the Services in a manner that causes VoxDash, its providers, or its Affiliates to violate Canadian law or any other law that is directly applicable to VoxDash. VoxDash may suspend or terminate access to the Services without notice where VoxDash reasonably believes that a Client’s use creates sanctions or trade compliance risk. No refund or credit follows such suspension or termination unless required by law or expressly agreed in a written Service Agreement.

Export Control and Sanctions Representation. The Client represents and warrants that neither the Client nor any User accessing the Services on its behalf is subject to, or acting on behalf of, any restriction, prohibition, or designation under any export control, sanctions, or trade law of Canada, or any law directly applicable to VoxDash. The Client further represents and warrants that its access to and use of the Services will not cause VoxDash, its Affiliates, or its service providers to violate any such law. Any inaccuracy or breach of this representation constitutes a material breach of these Terms.

51.Dispute Resolution

All disputes under this Section are subject to the Limitation Period set out in these Terms. Compliance with the escalation and informal-resolution procedures does not alter or extend the Limitation Period. This Section establishes mandatory pre-litigation dispute-resolution procedures and conditions precedent to any arbitration or litigation.

Condition Precedent; Mandatory Escalation. Before initiating any informal resolution process, arbitration, or litigation, the Client must submit a written escalation notice to VoxDash at the notice address specified in these Terms or at any address identified by VoxDash for receipt of dispute notices. The notice must clearly describe the nature of the dispute, the relief sought, and all facts, documents, and evidence the Client intends to rely upon. Any evidence not included in the escalation notice is deemed waived for all subsequent proceedings. VoxDash may review and respond at its discretion and may extend, pause, or restart the escalation window upon written notice. The informal resolution period described below begins only after VoxDash has responded to the escalation notice or sixty (60) business days have passed since VoxDash’s receipt of the escalation notice. Completion of this escalation process is a strict condition precedent to any arbitration or litigation, and failure to comply voids any claim.

Informal Resolution. The thirty-day informal resolution period begins on the earlier of (a) the date VoxDash provides a response to the escalation notice, or (b) the expiration of the sixty-business-day escalation window. During this period, you agree to personally participate, or to cause an authorized representative with settlement authority to participate, in good-faith efforts to resolve the dispute informally using only the communication channels specified by VoxDash. If the dispute is not resolved within thirty (30) days after the start of the informal resolution period, the Client must commence arbitration within ten (10) business days, or the claim is permanently barred. The six-month limitation period is not tolled, paused, suspended, or extended by the escalation process, the informal resolution period, or any other pre-arbitration requirement. The Client is solely responsible for initiating all required steps with sufficient time remaining in the limitation period.

Binding Arbitration. Any dispute, controversy, or claim arising out of or relating to these Terms or the Services shall be finally resolved by binding arbitration administered by the ADR Institute of Canada (ADRIC) under its Arbitration Rules. The arbitration shall be conducted by a single arbitrator, in English, and seated in Toronto, Ontario. The arbitrator’s decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction in accordance with these Terms. The arbitrator has no authority to modify timelines, toll limitation periods, modify the limitation period, or permit claims excluded by the escalation or informal-resolution requirements. All disputes between the same Client and VoxDash must be consolidated into a single arbitration.

Scope Clarification for Dispute Resolution Provisions. For avoidance of doubt, the Dispute Resolution, Binding Arbitration, Class Action Waiver, and any Mass or Coordinated Claims Procedure provisions set out in these Terms apply to all claims, disputes, or controversies arising out of or relating to the Site, the Services, or these Terms, including claims involving Vendors, Marketplace transactions, third-party interactions, AI tool outputs, Audio Recordings, data collection activities, or any other aspect of the Platform or Services, regardless of the legal theory asserted. These provisions apply to the fullest extent permitted by applicable law and are intended to be interpreted broadly.

Mandatory Response Deadlines; Waiver by Non-Response. Once VoxDash has delivered a written response (including by electronic or system-generated notice) to a Client’s escalation notice or informal-resolution communication stating VoxDash’s position on a dispute, the Client is subject to the following mandatory response deadlines:

a)Five-Day Objection Deadline. Within five (5) calendar days after VoxDash delivers its written position, the Client must provide a written response identifying any objections with reasonable specificity. Failure to respond within this period constitutes the Client’s deemed acceptance of VoxDash’s position and an irrevocable waiver of any objection, defense, or claim relating to the disputed matter.

b)Seven-Day Documentation and Milestone Deadline. Within seven (7) calendar days after VoxDash’s written position, the Client must submit all documentation, evidence, and arguments it intends to rely upon. Failure to do so constitutes automatic approval of the applicable milestone, deliverable, or payment position as compliant with the agreed scope and specifications, forfeiture of the right to submit any additional evidence beyond that already submitted, and waiver of any challenge to VoxDash’s performance or entitlement to payment.

c)Fourteen-Day Escalation Closure. If the dispute is not resolved within fourteen (14) calendar days after VoxDash’s written position, VoxDash may escalate the matter to arbitration or exercise any contractual remedy available under these Terms without further notice or opportunity to cure.

Nothing in this subsection obligates VoxDash to commence arbitration within any particular timeframe. These deadlines operate in addition to, and do not extend, the escalation, informal-resolution, arbitration-filing, or limitation periods set out elsewhere in this Section. For avoidance of doubt, these deadlines apply only after VoxDash has delivered a written position on the dispute and do not shorten or replace the escalation or informal-resolution periods described above.

Failure to Participate in Arbitration. If VoxDash initiates arbitration in accordance with this Section and the Client fails or refuses to participate, including by declining arbitration, failing to pay required fees, failing to submit required filings, or otherwise failing to meaningfully engage:

a)VoxDash may request that the arbitration proceed on an ex parte basis to the extent permitted by the applicable arbitration rules;

b)the Client irrevocably waives any objection to the arbitrator’s jurisdiction, the arbitration proceeding, or the consideration of VoxDash’s submissions in the Client’s absence;

c)VoxDash may seek relief based solely on its submissions and evidence;

d)VoxDash may retain, apply, or recover any disputed amounts in accordance with these Terms, to the extent permitted by applicable law;

e)VoxDash may, at its election, advance or pay the full arbitration fees and costs for both parties without waiving its right to recover such amounts;

f)the Client shall reimburse VoxDash for all arbitration fees, costs, and reasonable attorneys’ fees incurred as a result of the Client’s failure or refusal to participate; and

g)The Client’s failure or refusal to participate in arbitration constitutes an irrevocable authorization and instruction to VoxDash to release, retain, apply, or set off any disputed Project Funds, milestone payments, credits, or pending amounts in VoxDash’s favor in accordance with VoxDash’s stated position. The Client further acknowledges and agrees that, for all contractual and payment purposes under these Terms, such failure or refusal constitutes the Client’s deemed acceptance of VoxDash’s position and an irrevocable waiver of any right to further contest, dispute, or withhold such amounts, without prejudice to VoxDash’s right, at its sole discretion, to obtain an arbitral award confirming such outcome or to pursue additional relief if it elects to do so.

Failure to participate in arbitration constitutes a material breach of these Terms. The Client further waives any right to challenge, vacate, or resist enforcement of any arbitral award on the basis of its own failure or refusal to participate.

Fee Shifting for Baseless Claims. If the arbitrator determines that the Client’s claim lacked a reasonable basis in fact or law, the Client shall reimburse VoxDash for all arbitration costs and reasonable attorney’s fees.

No Class Actions. You and VoxDash agree that any proceedings, whether in arbitration or court, shall be conducted only on an individual basis. Neither party may bring claims as a plaintiff or class member in any purported class, consolidated, collective, or representative proceeding, and neither party may seek or request class certification or representative treatment in any forum. The arbitrator shall have no authority to consolidate claims, hear claims on a class, collective, or representative basis, certify any class or collective proceeding, or preside over any form of multi-party action. Any attempt to pursue, certify, or participate in such a proceeding is void and unenforceable.

Mass and Coordinated Claims Procedure. If ten or more disputes, arbitration demands, or claims are asserted against VoxDash, or if VoxDash reasonably determines that a smaller number of disputes reflects coordinated or mass filing activity, and such disputes are brought by the same or coordinated counsel or otherwise present common questions of law or fact, VoxDash may require that such claims proceed in a staged and coordinated manner as described below. For purposes of this Section, claims filed at different times, in different forums, or by nominally distinct claimants shall be treated as coordinated if VoxDash reasonably determines they are part of the same or related campaign. The parties shall first select up to three representative claims to proceed to arbitration (the “Bellwether Claims”). The Bellwether Claims shall reasonably reflect the range of factual and legal issues asserted in the coordinated claims. Selection shall be made jointly where possible, or otherwise by the arbitrator. All remaining claims shall be stayed pending resolution of the Bellwether Claims. The arbitrator lacks authority to lift or modify such stay except as expressly provided in this Section. No arbitrator, court, or tribunal may proceed with any stayed claim until final resolution of the Bellwether Claims, including any settlement discussions required under this Section. The parties agree to participate in a good-faith mediation or settlement conference following resolution of the Bellwether Claims, with the goal of resolving the remaining stayed claims efficiently and proportionally. The mediation or settlement conference shall be limited to a single session unless the parties mutually agree otherwise. Nothing in this Section authorizes class arbitration, representative proceedings, consolidation of claims for adjudication on the merits, or adjudication of any claim other than the Bellwether Claims. Each claim remains an individual claim. If a court of competent jurisdiction determines that this Section cannot be enforced as written with respect to a particular claimant acting in a non-commercial personal capacity, this Section shall be applied to the maximum extent permitted by law without invalidating the remainder of the arbitration agreement.

Discovery Limitations. Discovery in any arbitration or litigation arising under these Terms is strictly limited to the exchange of documents that are directly, specifically, and uniquely relevant to the asserted claims and defenses. No interrogatories, requests for admission, third-party subpoenas, metadata requests, native-file production, email searches, server searches, or any form of electronic-discovery retrieval beyond manual collection of final PDF documents is permitted. VoxDash is never required to produce documents in native format under any circumstances. All documents must be produced in flattened, text-locked PDF format only, with all metadata, revision history, and file properties removed, and total production for each party must not exceed 150 pages, inclusive of attachments and exhibits. Any production that exceeds the 150-page limit is void and must be re-served in compliant form at the producing party’s sole expense. If the only existing form of a document is an email or electronic file, the producing party may convert it to a flattened PDF without metadata. Each party may serve no more than three narrowly tailored requests for production of documents. Depositions are not permitted unless VoxDash provides prior written consent, which VoxDash may withhold for any reason or no reason. If VoxDash does not consent, the arbitrator may authorize one deposition total (not one per side) only upon a written finding that: (a) the requesting party has demonstrated extraordinary, compelling, and irreplaceable necessity, (b) the deposition is indispensable to avoid manifest injustice, and (c) the information cannot be obtained through the limited document exchange permitted under this Section. Any permitted deposition may not exceed one hour total, including all breaks and objections, must occur by remote video only, and must be paid for entirely by the requesting party. VoxDash may oppose any deposition request or any request for expanded discovery without providing supporting reasons. Any request to exceed any limit in this Section must include a detailed written explanation of the asserted extraordinary necessity, and the requesting party shall bear all costs, including VoxDash’s attorneys’ fees, the arbitrator’s fees, and any third-party vendor expenses associated with the requested expansion, regardless of outcome. All discovery must be completed within seven (7) days after initiation of the discovery period. The arbitrator may expand these limits, only with respect to the subsection applicable to the requesting party (commercial or individual), upon a written finding that: (a) the requesting party has met the burden of proving extraordinary necessity by clear and convincing evidence, and (b) the expansion is strictly required to avoid manifest injustice. No other discovery is permitted. Where the Client is an individual acting in a non-institutional personal capacity, the arbitrator may modify the limits above only to the extent necessary to provide a fair opportunity to present or defend the claims. Any modification must be narrowly tailored, proportional to the amounts at stake, and may be conditioned on cost-shifting. The individual Client bears the burden of demonstrating that expanded discovery is necessary to avoid material prejudice. The arbitrator may not authorize more than one deposition per side, and no deposition may exceed two hours. These discovery limitations represent the parties’ negotiated allocation of dispute-resolution burdens and are a material consideration for VoxDash’s agreement to arbitrate rather than litigate.

Exception for Injunctive Relief. Either party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction to protect its confidential information or intellectual-property rights.

Survival. This dispute-resolution agreement survives termination of your account or these Terms.

52.Service Agreements Prevail

If you have executed a separate written agreement, service order, or other document expressly identified by VoxDash in writing as a “Service Agreement” governing your use of any part of the Platform or related services, the terms of that Service Agreement will govern to the extent of any inconsistency or conflict with these Terms of Service. If a conflict remains unclear or subject to multiple interpretations, VoxDash’s reasonable interpretation, made in good faith for operational consistency, will control unless a court of competent jurisdiction rules otherwise. For all other uses of the Site, these Terms of Service apply. For the avoidance of doubt, if a Service Agreement remains silent on an issue covered in these Terms, these Terms shall govern and control.

53.Relationship

These Terms and your use of the Services do not create any agency, partnership, joint venture, fiduciary, franchise, employment, co-employment, or other similar relationship between you and VoxDash. Each party is an independent contractor and is solely responsible for its own operations, personnel, and obligations. You have no authority, and shall not hold yourself out as having authority, to bind VoxDash or to act on VoxDash’s behalf in any capacity. No rights, duties, or obligations are created other than those expressly set out in these Terms, and no relationship shall be implied from any collaboration, integration, support interaction, technical assistance, or other engagement between the parties. Neither party shall represent to any third party that any relationship exists other than that of independent contracting parties.

54.Assignment and Inurement

VoxDash may assign, transfer, or delegate any or all of its rights, duties, and obligations under these Terms, in whole or in part, to any person or entity at any time, with or without notice and without your consent. This includes assignments in connection with a merger, acquisition, corporate reorganization, sale of assets, bankruptcy, or any similar transaction. You may not assign, transfer, or delegate these Terms or any rights or obligations under them, whether voluntarily or by operation of law, without VoxDash’s executive management’s prior written consent. Any attempted assignment in violation of this provision is void. These Terms bind and inure to the benefit of the parties, their successors, permitted assigns, and their respective personal and legal representatives.

Account Succession. Accounts, subscriptions, and access rights are personal to the Client entity identified in the Account and do not transfer automatically upon the death, incapacity, bankruptcy, dissolution, reorganization, or winding-up of the Client. No heir, estate, executor, administrator, trustee, receiver, liquidator, or successor-in-interest acquires any right to assume or continue the Account, access the Services, or obtain Client Data unless VoxDash agrees in writing, in its sole discretion, to permit such transfer. Any unauthorized attempt to assign or succeed to an Account is void. VoxDash may condition any permitted transfer on verification, documentation, payment of all outstanding Fees, and any other requirements it deems appropriate.

55.Notices

Any notice, consent, waiver, approval, authorization, or other communication to be delivered in connection with these Terms of Service

•by us to you will be deemed to have been effectively and validly given if delivered or sent to the Notification Email Address or other contact particulars then listed in your Account;

•by you to us will only be deemed to have been effectively and validly given if in writing and delivered or submitted to VoxDash Inc., Attention: Chief Executive Officer.

The Client’s responsibility for maintaining accurate and monitored contact information, including the Notification Email Address, is governed by the Definitions section of these Terms.

Notice of Updates. VoxDash may provide notice of updates to these Terms or to any other policy, legal document, or service-related requirement by issuing a system notification, email, SMS, or any combination of these methods. Notice is deemed received upon transmission, dispatch to the notification center, or placement into any communications channel used by VoxDash, regardless of whether the Client opens, reads, or accesses the notice. Delivery failure of an email or SMS does not affect the validity of the notice if a system notification was dispatched to the Client’s Account. Continued access to or use of the Services after the delivery of an update notice constitutes acceptance of the updated Terms or other updated documents. VoxDash maintains automated system logs evidencing transmission, notification-center delivery, and subsequent Client login or use, and these logs constitute conclusive proof of notice and acceptance unless the Client proves otherwise by clear and convincing evidence. VoxDash is not required to obtain affirmative click-through acceptance for any update unless expressly stated at the time of the update. All Users, Account Owners, and organizations accessing the Services through a shared Account are bound by notices delivered to that Account.

Notice Exceptions. Any provision in these Terms stating that VoxDash may act ‘with or without notice’ or ‘without notice’ constitutes an express exception to the notice requirements in this Section and overrides any conflicting notice-related provision.

56.Enforceability

Your use of the Site and the content and features accessed through the Site constitute your electronic signature to the agreement set out in these Terms of Service and your consent to enter into agreements with us electronically. This Agreement will be deemed to satisfy any writing requirements of any applicable law, notwithstanding that the agreement set out in these Terms of Service is written and accepted electronically. All contracts between you and us completed electronically will be deemed for all legal purposes to be in writing and legally enforceable as a signed written agreement. A printed or electronic copy of these Terms and any electronic acceptance records are admissible as conclusive evidence of the agreement between the parties.

Statute of Frauds. For the avoidance of doubt, the Client acknowledges that these Terms satisfy any applicable statute of frauds or similar legal requirement that agreements be in writing. Electronic acceptance, click-through assent, or continued use of the Services constitutes both a signed writing and an electronic signature for all legal purposes and is fully enforceable under applicable law.

57.Interpretation

In these Terms of Service, (i) the captions and headings are for convenience only and do not constitute substantive matter and are not to be construed as interpreting the contents of these Terms of Service, (ii) the word "including", the word "includes" and the phrase "such as", when following a general statement or term (whether or not non-limiting language such as "without limitation" or "but not limited to" or other words of similar import are used with reference thereto), is not to be construed as limiting, and the word "or" between two or more listed matters does not imply an exclusive relationship between the matters being connected, and (iii) all references to website addresses or URLs will also include any successor or replacement websites containing substantially similar information as the referenced website(s).

Any provision in these Terms stating that a determination, classification, or decision by VoxDash is ‘conclusive’ means that the determination is presumptively valid and may be challenged only upon a showing of manifest bad faith by clear and convincing evidence.

In the event of any ambiguity, overlap, redundancy, or apparent inconsistency between provisions of these Terms, the interpretation that affords greater protection, broader rights, or lesser liability to VoxDash shall control. No provision shall be construed against VoxDash as the drafter. Where multiple provisions address the same subject matter with different specificity, the more specific provision governs for its specific scope, and the more general provision governs all other circumstances.

58.Waiver of Rights and Remedies

Our failure to insist upon or enforce strict performance of any provision of these Terms of Service will not be construed as a waiver of any provision or right. Neither the course of conduct between you and us nor trade practice will act to modify any provision of these Terms of Service. Our rights, powers, and remedies in these Terms of Service, including, without limitation, the right to suspend, restrict, or terminate any use of the Site, are cumulative and in addition to and not in substitution for any right, power, or remedy that may be available to us at law or in equity.

No Amendment by Conduct. No course of dealing, course of performance, custom, trade usage, or pattern of conduct between the parties modifies, waives, or creates any obligation not expressly stated in these Terms. VoxDash’s decision not to enforce any provision, or to permit deviations from these Terms, does not constitute a waiver, amendment, or modification of any provision of these Terms and creates no obligation to continue any such forbearance in the future. Verbal or informal statements by VoxDash personnel do not amend any provision of these Terms unless expressly confirmed in a written agreement signed by VoxDash’s executive management.

59.Children

The Site is not intended for children under the age of eighteen (18), and we request that children not provide personal information through the Site. If we become aware that we have collected personal information from a child under the age of 18, we will delete that information from our records.

60.Entire Agreement

These Terms of Service, together with all documents, websites, rules, and policies referenced in these Terms, including the Privacy Policy, Copyright Policy, and AI Policy, constitute the entire agreement between you and VoxDash with respect to the matters addressed herein. These Terms supersede all prior and contemporaneous agreements, understandings, representations, and warranties, whether electronic, oral, or written, relating to the same subject matter.

In the event of any conflict between these Terms and a separate Service Agreement executed between VoxDash and a Client, the Service Agreement governs with respect to the subject matter of that agreement. For all other provisions and for any ambiguity or inconsistency within these Terms, the interpretation that affords greater protection to VoxDash applies. Each party acknowledges that it has not relied on any representation, statement, or warranty that is not expressly included in these Terms or in a written Service Agreement signed by VoxDash’s executive management.

Any terms or conditions printed on, attached to, or referenced by a purchase order, vendor registration form, invoice approval, or similar Client document do not apply to VoxDash and have no legal effect, even if VoxDash receives, references, or processes such documents.

No reliance or oral modifications apply. You acknowledge that you have not relied on any representations, statements, or warranties not expressly set out in these Terms or a written Service Agreement signed by VoxDash’s executive management. No oral or informal communication with VoxDash personnel creates any obligation, warranty, or modification of these Terms or of any written Service Agreement signed by VoxDash’s executive management.

61.Severability and Maximum Enforceability

If any provision of these Terms is determined by a court or other tribunal of competent jurisdiction to be invalid, unlawful, void, or unenforceable, that provision shall be enforced to the maximum extent permitted by applicable law and deemed modified solely to the extent necessary to achieve enforceability. If such modification is not possible, the provision shall be severed without affecting the validity or enforceability of the remaining provisions.

The parties expressly intend that all limitations of liability, exclusions of remedies, disclaimers, and allocations of risk set forth in these Terms be given the broadest and maximum effect permitted under applicable law, including the laws of the Province of Ontario. No finding of invalidity or unenforceability shall impair the parties’ agreed allocation of risk or the enforceability of any remaining limitation, exclusion, or disclaimer.

62.English Language

The parties have requested and agree that these Terms of Service and all documents relating thereto be drawn up in English. Les parties ont demandé que cette convention ainsi que tous les documents qui s'y rattachent soient rédigés en anglais.

63.Updates to our Terms of Service

VoxDash may modify, amend, replace, or update these Terms of Service at any time. Updates may include changes to features, functionality, pricing, access restrictions, supported file types, API capabilities, data retention practices, or any other aspect of the Services. Any change becomes effective when the revised Terms are posted on the Site. Any notice of updates provided by VoxDash is governed by the Notices section of these Terms.

You are responsible for reviewing the Site periodically for updates to these Terms so you obtain timely notice of any amendments. Your continued access to or use of the Services after revised Terms are posted constitutes binding acceptance of the updated Terms. VoxDash may require you to provide affirmative consent to updated Terms before further use of the Services is permitted. If you do not agree to any update, your sole remedy is to discontinue use of the Services.

Changes to these Terms do not apply to disputes or claims that arose before the effective date of the update unless required by law. VoxDash does not have an obligation to provide prior notice of any modification to these Terms. VoxDash may implement updates without prior notice where required by law, necessary to address security, fraud, or operational risk, or where the update clarifies existing terms without materially expanding Client obligations.

64.Governing Law and General Provisions

These Terms of Service will be governed by the laws of the Province of Ontario and the laws of Canada applicable therein, notwithstanding any principles of conflicts of law. However, VoxDash may elect to enforce its rights in any jurisdiction where a Client or its assets are located. Any such election by VoxDash does not modify or waive the governing law or venue provisions of these Terms. Possible evidence of use of the Site for illegal purposes will be provided to law enforcement authorities.

Waiver of Change-of-Circumstances Defenses. The Client waives any defense, claim, or argument based on frustration of purpose, commercial impracticability, impossibility of performance, change of circumstances, hardship, market disruption, or any similar doctrine, whether arising under statute, common law, or equity. All obligations under these Terms, including payment obligations, remain absolute, independent, and unconditional regardless of any alleged change in the value, utility, financial impact, or necessity of the Services. This waiver does not apply where performance is rendered illegal by applicable law.

Venue and Jurisdiction. The Client agrees that the courts of the Province of Ontario, sitting in Toronto, are the exclusive venue and forum for any action arising out of or relating to these Terms or any access to or use of the Services, except where these Terms expressly permit arbitration or injunctive relief in another forum. The Client irrevocably submits to the personal jurisdiction of such courts, waives any objection to venue, jurisdiction, or forum non conveniens, and consents to service of process by any method permitted under Ontario law, including service by email to the address associated with the Client’s Account. To the fullest extent permitted by law, each party irrevocably waives any right to a trial by jury in any action, proceeding, or counterclaim arising out of or relating to these Terms or the Services.

Extension of Jury Trial Waiver. The Client agrees that the jury trial waiver and dispute resolution provisions of these Terms apply to any action, claim, or proceeding brought by or against the Client’s Affiliates, parents, subsidiaries, successors, assigns, or any person or entity claiming through or under the Client, to the fullest extent permitted by applicable law. The Client further agrees that this waiver applies to disputes involving any such Affiliate to the extent the Affiliate’s claim arises from, relates to, or depends on the Client’s access to or use of the Services.

Collection Actions and Injunctive Relief. Notwithstanding any exclusive venue or forum-selection provision in these Terms, VoxDash may initiate actions to collect unpaid Fees, enforce judgments, recover interest or collection costs, or seek injunctive or equitable relief in any court of competent jurisdiction in any location where the Client, its affiliates, or its assets are found. The Client irrevocably consents to personal jurisdiction and venue in such forums solely for these purposes.

Pre-Judgment Relief and Security for Costs. Notwithstanding any exclusive venue or forum-selection provision in these Terms, the Client agrees that VoxDash may seek and obtain pre-judgment relief in any jurisdiction where the Client, its affiliates, or its assets are located, including orders for asset preservation, pre-judgment attachment, garnishment, charging orders, or similar remedies designed to prevent dissipation of assets pending resolution of a dispute. The Client agrees that such remedies are reasonable and appropriate in the event of unpaid Fees, threatened dissipation of assets, or any action that may frustrate VoxDash’s ability to recover amounts owed. Upon VoxDash’s application in any legal or arbitral forum, the Client shall provide security for costs in an amount sufficient to cover VoxDash’s anticipated legal fees, collection costs, expert fees, and expenses through final judgment or award. Security may be provided in the form of cash, bond, irrevocable standby letter of credit, or other form acceptable to VoxDash. Failure to provide required security within the ordered timeframe constitutes a breach and authorizes VoxDash to obtain immediate injunctive or other equitable relief.

Enforcement of Judgments. Any final judgment, order, or award obtained by VoxDash from a court of competent jurisdiction or arbitral forum may be enforced against the Client in any jurisdiction where the Client or its assets are located. The Client agrees not to contest enforcement on the basis of personal jurisdiction, venue, or service of process in the originating forum, to the extent such objections are waivable under applicable law. This clause does not expand VoxDash’s rights beyond those provided by applicable recognition and enforcement laws.

Waiver of Technical Defenses. The Client waives any defense based solely on alleged defects in execution, authority, form, delivery, notice, or service, including but not limited to challenges relating to electronic acceptance, lack of signature, corporate authority of the accepting individual (other than actual fraud), improper service, or defective notice. These waivers do not apply to substantive defenses on the merits of any claim.

Cumulative Remedies. All rights and remedies available to VoxDash under these Terms, at law, or in equity are cumulative and not exclusive. VoxDash may exercise any remedy individually, concurrently, or sequentially, and election of one remedy does not preclude the pursuit of any other remedy unless expressly stated otherwise in a written agreement signed by VoxDash’s executive management.

Non-Waiver. Any failure or delay by VoxDash to exercise or enforce any right, power, remedy, or provision under these Terms does not constitute a waiver of that right, power, remedy, or provision, nor does it waive VoxDash’s right to enforce the same or any other provision at any later time. No waiver is effective unless expressly made in writing and signed by VoxDash’s executive management. VoxDash’s enforcement decisions may vary based on risk, context, timing, operational considerations, or business judgment. Selective, delayed, or partial enforcement does not create any expectation, course of dealing, implied consent, estoppel, or defense, and does not limit VoxDash’s right to enforce these Terms strictly in the future. Each breach or violation is independent, and VoxDash may pursue any available remedy for any breach regardless of whether it enforced remedies for prior or similar breaches.

No Modification Except in Writing. No modification, amendment, or waiver of any provision of these Terms shall be effective unless in writing and signed by an authorized representative of VoxDash’s executive management. The Client agrees that it has not relied on any representation, statement, or assurance not expressly set out in these Terms or in a written Service Agreement executed by VoxDash’s executive management. Any attempted modification or waiver that does not comply with this Section is void and unenforceable. Email exchanges, support communications, invoices, platform messages, or course of dealing do not constitute a written modification for purposes of this Section.

No Precedent. Any decision by VoxDash to delay enforcement, provide leniency, extend deadlines, issue credits, forbear from exercising a right, or otherwise deviate from the strict application of these Terms is discretionary and applies only to that specific instance. No such action creates a precedent, modification, waiver, expectation, or obligation for similar treatment in the future.

No Injunctive Relief Against VoxDash. The Client agrees that monetary damages constitute an adequate remedy for any alleged breach by VoxDash and waives any right to seek injunctive relief, specific performance, restraining orders, mandatory orders, or any other equitable remedy against VoxDash, except where such waiver is prohibited by applicable law. The Client further agrees that the Services, features, datasets, functions, and capabilities made available by VoxDash are not unique or irreplaceable and waives any right to seek orders compelling VoxDash to provide, restore, maintain, or continue any Service, functionality, dataset, or feature.

Acknowledgment of Review, Capacity, and Fair Allocation of Risk. The Client acknowledges and agrees that:

a)the Client has had a reasonable opportunity to review these Terms, to seek independent legal advice, and to request modifications prior to acceptance;

b)the Client is accessing and using the Services in a business, professional, institutional, academic, or research capacity, or otherwise for purposes related to the Client’s trade, profession, employment, or organized activities, and not primarily for personal, household, or consumer use;

c)to the extent the Client is a business or other organized entity, the Client is of sufficient commercial sophistication to understand and evaluate the risks, limitations, and obligations set forth in these Terms;

d)the pricing, limitations of liability, exclusions of damages, disclaimers, and risk allocations in these Terms reflect a commercially reasonable allocation of risk in light of the nature of the Services and the Fees charged;

e)the limitations of liability and exclusions of damages are an essential basis of the bargain and a material condition to VoxDash’s provision of the Services at the applicable Fees;

f)the Client has entered into these Terms voluntarily, without economic duress, undue influence, or coercion, and based on the Client’s own assessment of the costs, benefits, and risks of using the Services;

g)the Client has made an informed decision to accept these Terms as written, based on its own evaluation of the costs, benefits, and risks; and

h)These Terms shall not be construed against VoxDash solely because VoxDash drafted them.

The Client agrees that these acknowledgments may be relied upon by VoxDash as evidence of informed consent, commercial reasonableness, and the absence of procedural unconscionability, to the fullest extent permitted by applicable law.

Good Faith and Honest Performance. The parties acknowledge the organizing principle of good faith in contractual performance recognized under Canadian law. The parties further agree that, for purposes of these Terms:

a)VoxDash’s exercise of any discretion, judgment, right, or decision-making authority expressly granted under these Terms is subject only to the duty of honest performance and does not require VoxDash to act reasonably in the Client’s interests, to subordinate VoxDash’s legitimate commercial interests, or to confer any benefit beyond those expressly stated in these Terms;

b)the duty of honest performance requires only that VoxDash not knowingly mislead the Client through active dishonesty in the performance of these Terms, and does not impose any obligation to disclose internal deliberations, future intentions, pricing decisions, enforcement strategies, or business judgments;

c)VoxDash satisfies any duty of honest performance by refraining from active dishonesty in the performance of these Terms, which may include, without limitation, performing the Services in accordance with these Terms and acting in a manner generally consistent with VoxDash’s published policies and documentation, as they may be updated from time to time; and

d)No exercise by VoxDash of any express contractual right, including suspension, termination, enforcement, pricing, risk management, or selective enforcement, shall constitute a breach of any duty of good faith or honest performance solely because such exercise adversely affects the Client or benefits VoxDash.

Business-Use Representation. The Client represents and warrants that it is accessing and using the Services solely for business, professional, institutional, academic, or research purposes, and not for personal, household, or consumer purposes. The Client acknowledges and agrees that this representation is a material inducement to VoxDash’s decision to enter into these Terms, to structure the Services, and to set Fees, and that VoxDash would not have entered into these Terms on the same terms absent this representation.

Consumer Law Carve-Out. To the extent that any provision of these Terms is held to be unenforceable against a Client determined to be a “consumer” under applicable consumer protection legislation, including the Consumer Protection Act, 2002 (Ontario), such provision shall be enforced to the maximum extent permitted by law and otherwise modified only to the minimum extent necessary to comply with such law. All remaining provisions of these Terms shall remain in full force and effect.

Reliance and Indemnification for Misrepresentation. The Client acknowledges that VoxDash has entered into these Terms, structured the Services, and set Fees in material reliance on the Client’s representation regarding business use and non-consumer status. If that representation is false or misleading, or is determined to have been incorrect at the time it was made, the Client shall indemnify and hold harmless VoxDash from and against all losses, costs, liabilities, damages, refunds, penalties, administrative burdens, and compliance obligations arising from or relating to such misrepresentation, including any incremental obligations imposed as a result of the Client being treated as a consumer under applicable law.

Consent to Electronic Communications. The Client consents to receive all contractual notices, disclosures, amendments, invoices, billing communications, and other communications relating to these Terms electronically, including by email, in-application messages, or postings on the Site or within the Services. Electronic delivery satisfies any legal requirement that such communications be in writing. To the extent permitted by applicable law, the Client waives any right to require non-electronic or paper forms of such communications.

No Third-Party Beneficiaries. These Terms are for the sole benefit of VoxDash and the Client and their respective permitted successors and assigns. Nothing in these Terms, express or implied, creates any right, remedy, or claim for any third party, including any User, Respondent, Vendor, data subject, employee, contractor, or other person not a party to this Agreement.

Notwithstanding the No Third-Party Beneficiaries provision, VoxDash Inc. and each of its Affiliates, including any entity that directly or indirectly controls, is controlled by, or is under common control with VoxDash Inc., are express third-party beneficiaries of the following provisions of these Terms: (a) Limitation of Liability; (b) Indemnification and Client Responsibility; (c) Disclaimer; (d) Intellectual Property and Ownership; (e) Confidentiality; and (f) Release of Third-Party Claims. Each such Affiliate, whether existing now or formed in the future, may enforce these provisions directly against the Client as if it were a party to these Terms. For the avoidance of doubt, the designation of Affiliates as third-party beneficiaries is limited to the provisions expressly listed above and does not create any obligation, duty, or liability of any Affiliate with respect to the provision, operation, or performance of the Services.

No Third-Party Standing. No User, Respondent, Vendor, data subject, employee, contractor, affiliate, downstream recipient of Client Data, or any other third party has any contractual rights under these Terms or any standing to assert any claim or cause of action against VoxDash arising out of or relating to these Terms or the Client’s use of the Services. Any dispute or claim relating to these Terms may be brought only by the Client as the contracting party. This clause does not limit any non-waivable rights a third party may have under applicable law.

Bankruptcy and Insolvency. If the Client becomes the subject of any bankruptcy, insolvency, reorganization, receivership, assignment for the benefit of creditors, or similar proceeding, VoxDash may immediately terminate these Terms and all licenses granted hereunder without liability. All rights granted to the Client under these Terms constitute licenses of intellectual property as defined under applicable bankruptcy legislation. The Client waives any right to retain, assume, or compel the continued performance of any such licenses in bankruptcy to the fullest extent permitted by law.

Survival of Payment Obligations. All obligations relating to Fees, overdue amounts, interest, reimbursements, collection costs, acceleration amounts, setoff, and indemnification for payment-related claims survive termination or expiration of the Services and remain enforceable until fully satisfied.

Pre-Litigation Costs. The Client shall reimburse VoxDash for all reasonable attorneys’ fees, costs, and expenses incurred in connection with investigating, responding to, or attempting to resolve any demand, allegation, notice, or claim arising from the Client’s actual or alleged breach of these Terms, regardless of whether formal litigation or arbitration is initiated.

Cooperation with Legal Process. The Client shall promptly comply with any reasonable request from VoxDash for documents, information, testimony, assistance, or other cooperation in connection with any legal, regulatory, governmental, investigative, dispute-resolution, or enforcement matter relating to these Terms or the Services, whether or not the Client is a party to such matter. Failure to cooperate constitutes a breach of these Terms.

All rights, remedies, waivers, disclaimers, limitations, caps, and protections in favor of VoxDash throughout these Terms are cumulative, not alternative, and operate in addition to each other unless expressly stated otherwise. VoxDash’s election to exercise, delay, or refrain from exercising any right or remedy does not waive, limit, or prejudice VoxDash’s ability to exercise any other right or remedy, whether concurrently or subsequently.

65.Contacting Us

If you have any questions about this policy, please contact us.

Please note that online communications are not always secure; so please do not include sensitive information in your inquiry to us.