Terms of Service

These Terms of Service (the "Terms") form a binding agreement between Daya Corp, operating the Voxly platform ("Voxly," "we," "us"), and the entity or individual that creates a workspace, accepts these Terms, or accesses the Service ("Customer," "you"). By creating an account, signing in, or using the Service you agree to these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity.

• Service— the Voxly multi-tenant feedback platform, including the marketing site, web application, APIs, and related documentation.
• Workspace— a tenant-isolated environment provisioned for the Customer.
• Authorized User— an employee, contractor, or agent of the Customer who has been invited to a Workspace.
• Portal User— an end user of the Customer who interacts with the Customer's public or invite-gated feedback portal.
• Customer Data— any data submitted to the Service by, on behalf of, or through the Customer's Workspace, including feedback, comments, votes, board configuration, and Portal User information.
• DPA— the Data Processing Addendum incorporated into these Terms by reference where applicable data-protection law requires it.

You must be at least 16 years old (18 in jurisdictions where the age of digital consent is higher) and legally capable of entering into these Terms. You agree to provide accurate registration information, keep credentials confidential, and notify us promptly of any unauthorized access. You are responsible for the activity of all Authorized Users in your Workspace.

Subject to these Terms, we grant the Customer a non-exclusive, non-transferable, revocable right to access and use the Service for the Customer's internal business purposes during the term. We may modify the Service from time to time; we will not materially reduce core functionality without reasonable notice.

Beta status.Portions of the Service are in private or public beta and are provided on an "as is" basis. Beta features may change or be withdrawn, and uptime commitments do not apply to them unless expressly stated.

Paid subscriptions are billed through Stripe in accordance with the plan you select. Fees are charged in advance on a recurring basis and renew automatically for successive periods until cancelled. You authorise us (and Stripe as our processor) to charge your payment method.

Except where required by law, fees are non-refundable. Cancellation takes effect at the end of the then-current billing period; you retain access until then. We may change pricing on at least 30 days' notice; changes apply to renewals after the notice period.

Fees are stated exclusive of taxes. You are responsible for any sales, use, value-added, or similar taxes other than taxes on our net income.

Ownership. As between the parties, the Customer retains all right, title, and interest in and to Customer Data. We claim no ownership of it.

Licence to operate the Service.The Customer grants us a worldwide, non-exclusive, royalty-free licence to host, copy, transmit, display, and process Customer Data solely as necessary to provide, secure, and improve the Service for the Customer, and to comply with the Customer's lawful instructions under the DPA. The licence terminates when the Customer Data is deleted in accordance with our retention policy, except that we may retain backups and audit-log entries for the periods documented in our Privacy Policy.

Customer responsibilities.The Customer represents that it has the rights and lawful basis to submit Customer Data to the Service, including any personal data of Portal Users, and that its use of the Service complies with applicable law (including data-protection law). The Customer is the controller for personal data of its Portal Users; we act as processor on the Customer's documented instructions.

Aggregated data. We may compile de-identified, aggregated statistics about use of the Service (for example, total feedback volume across all customers) for product analytics and benchmarking. Aggregated data does not identify the Customer or any individual.

You agree not to, and not to permit any Authorized User to:

• Use the Service in violation of any applicable law or third-party right;
• Upload, post, or transmit content that is unlawful, defamatory, infringing, or that contains malware;
• Attempt to compromise tenant isolation, defeat row-level security, or access data belonging to another customer;
• Reverse-engineer, decompile, or attempt to derive the source code of the Service, except to the extent applicable law expressly permits;
• Use the Service to send unsolicited communications or to harvest personal data;
• Interfere with the Service's operation, including by exceeding documented rate limits or running denial-of-service activity.

We may suspend or terminate access to the Service if, after notice and a reasonable opportunity to cure (or immediately, if the violation is severe), the Customer breaches this section.

The Service, including all software, design, content, and trademarks (including "Voxly"), is owned by Daya Corp or its licensors and is protected by intellectual-property law. Except for the rights expressly granted in these Terms, no other rights are granted, by implication or otherwise.

Feedback to us. If you provide suggestions about the Service to us (separate from the feedback you collect from your Portal Users), you grant us a perpetual, worldwide, royalty-free licence to use those suggestions to improve the Service, without obligation.

Each party may receive non-public information of the other ("Confidential Information"). Each party will use Confidential Information only to exercise its rights and perform its obligations under these Terms, and will protect it with at least the same care it uses for its own (and never less than reasonable care). Confidential Information does not include information that is or becomes public through no fault of the recipient, was known to the recipient before disclosure, or is independently developed without use of the disclosing party's information.

We implement administrative, technical, and physical safeguards designed to protect Customer Data, including row-level security on every tenant-scoped table, encryption in transit (TLS 1.3) and at rest (AES-256), audit logging, and an incident-response runbook. Our processing of personal data is governed by our Privacy Policy and, where applicable, by the DPA made available on request to legal@voxly.io.

Each party represents that it has authority to enter into these Terms. We will provide the Service with reasonable skill and care.

Except as expressly stated in these Terms, the Service is provided "as is" and "as available." To the maximum extent permitted by law, we disclaim all other warranties, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or that it will meet every requirement.

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenues, data, or goodwill, even if advised of the possibility.

Each party's total aggregate liability arising out of or relating to these Terms will not exceed the fees paid or payable by the Customer to us for the Service in the twelve (12) months preceding the event giving rise to the claim. For the free tier and beta features, the cap is one hundred US dollars (US$100).

The limitations in this section do not apply to: (a) a party's indemnification obligations; (b) breach of confidentiality; (c) the Customer's payment obligations; (d) gross negligence, fraud, or wilful misconduct; or (e) any liability that cannot be limited or excluded under applicable law.

By the Customer.The Customer will defend, indemnify, and hold us harmless from third-party claims arising out of (i) Customer Data, (ii) the Customer's or its Authorized Users' or Portal Users' use of the Service in violation of these Terms or law, or (iii) breach of Section 5 (Customer Data) or Section 6 (Acceptable Use).

By Voxly.We will defend, indemnify, and hold the Customer harmless from third-party claims that the Service, as provided by us and used in accordance with these Terms, infringes a third party's intellectual-property rights. Our obligation does not apply to the extent the claim arises from Customer Data, modifications not made by us, or use of the Service in combination with materials not provided by us.

The indemnified party will: (a) promptly notify the indemnifying party of the claim; (b) give the indemnifying party sole control of the defence and settlement (provided no settlement imposes a non-monetary obligation on the indemnified party without its consent); and (c) provide reasonable cooperation, at the indemnifying party's expense.

These Terms remain in force while you have an active Workspace. Either party may terminate for material breach not cured within 30 days of notice. We may suspend access immediately if your use poses a security or legal risk to the Service or its users.

On termination, your right to use the Service ends. We will provide you with a reasonable opportunity (not less than 30 days) to export Customer Data, after which we will delete it in accordance with our retention policy, except for backups and audit-log entries retained as documented in our Privacy Policy.

Sections that by their nature should survive termination (including ownership, confidentiality, disclaimers, limitations of liability, indemnification, and these general provisions) will survive.

We may update these Terms from time to time. Material changes will be notified at least 30 days before they take effect, by email to workspace administrators and by an in-product notice. Your continued use of the Service after the effective date constitutes acceptance. If you do not agree to the change, you may terminate before it takes effect.

These Terms are governed by the laws of the State of Delaware, USA, excluding its conflict-of-laws rules. The parties will first attempt to resolve any dispute through good-faith discussion. If unresolved within 30 days, the dispute will be submitted to the exclusive jurisdiction of the state and federal courts located in Delaware, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information. Nothing in this section limits any non-waivable rights you have as a consumer under the law of your country of residence.

Entire agreement. These Terms, together with the Privacy Policy and any DPA or order form referenced here, are the entire agreement between the parties on this subject and supersede prior agreements.

Severability. If any provision is found unenforceable, the rest remains in effect and the unenforceable provision is reformed to the minimum extent necessary.

No waiver. Failure to enforce a provision is not a waiver of the right to enforce it later.

Assignment. The Customer may not assign these Terms without our consent, except to a successor in a merger or sale of substantially all assets. We may assign these Terms in connection with a corporate transaction.

Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control (natural disasters, war, labour disputes, internet or utility outages, government action).

Notices. Notices to us must be sent to legal@voxly.io. Notices to you may be sent to the email address on the Workspace owner's account or posted in-product.

Independent contractors. The parties are independent contractors; nothing here creates a partnership, joint venture, or agency.

Export. You agree to comply with applicable export-control and sanctions laws, and not to use the Service in jurisdictions subject to comprehensive sanctions.

Daya Corp— operating Voxly.

Legal: legal@voxly.io
Privacy: privacy@voxly.io
Security: security@voxly.io

These Terms reflect our current commercial posture and the controls we have shipped. Customers with bespoke procurement, compliance, or security requirements may execute an enterprise order form that supersedes specific clauses on agreed terms.