Annex Agency has entered into a Value-Added Reseller (VAR) agreement with Voiceitt, a software company specializing in voice recognition and communication technology. Under this agreement, Annex Agency is authorized to resell Voiceitt’s software products to end-users.

The customer’s use of the Platform, Professional Services, and any other products or services provided by Annex and Voiceitt shall be governed by the terms and conditions contained in this Agreement. These terms will supersede any terms and conditions contained in purchase orders or other documents issued by the customer. Capitalized terms used but not defined herein shall have the meanings given to them in the Statement of Work (SOW).

The Voiceitt Platform provides real-time speech-to-text interpretation and conversion, including recognition of non-standard speech from individuals with speech disabilities, aging adults, and accented speakers.

Annex and Voiceitt grant the customer a limited, non-exclusive, non-transferable, and non-sublicensable license to use the Platform in accordance with the terms of this Agreement.

• Affiliate: An organization, person, or entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means (a) direct or indirect ownership of more than 50% of the voting interests of the organization, or (b) the right to direct the management or business affairs of an entity.
• Agreement: These Terms together with all SOWs.
• Background IP: Intellectual property and intellectual property rights generated, owned, or licensed by a party before the Effective Date, including modifications, alterations, or enhancements.
• Business Associate Agreement (BAA): An agreement under HIPAA governing the use and sharing of Protected Health Information (PHI).
• Claim: Any civil, criminal, administrative, regulatory, arbitral, or investigative demand, allegation, action, suit, investigation, or proceeding.
• Customer Data: Data uploaded to the Platform, analyzed by, or generated through the use of the Services.
• Customer System: Information technology system of the customer used to access or benefit from the Platform or Services.
• Deliverable: Any item or deliverable provided to the customer as part of the Services, excluding Add-on Features or Outputs.
• Documentation: Current technical and user documentation for the Platform, available upon request and subject to modification by Voiceitt.
• Fees: The fees specified in an SOW.
• Generate: To create, author, develop, invent, or otherwise generate.
• Implementation Plan: The plan for implementing Services, including Platform access and use by the customer.
• Implementation Services: Services performed by Voiceitt to complete an Implementation Plan.
• Law: Any binding restriction or requirement imposed by governmental authority, as amended or replaced over time.
• Losses: Damages, fines, penalties, liabilities, costs, and expenses related to Claims or defaults.
• Machine Learning: The application of mathematical models derived from algorithms using datasets.
• Output: Speech-to-text or speech-to-speech output created using the Services.
• Party: Voiceitt or the customer, and together they are the “Parties.”
• PHI: Individually identifiable health information maintained or transmitted electronically.
• Pilot Services: Services provided under a Pilot SOW.
• Platform: Voiceitt’s mobile technology platform for speech-to-text interpretation, including Software and Services.
• Professional Services: Training, consulting, custom development, or other professional services provided by Voiceitt.
• Professional Services Fee: The amount specified in the SOW for Professional Services.
• Services: Services provided pursuant to an SOW.
• Software: Voiceitt proprietary software that translates non-standard speech to standard speech.
• SOW (Statement of Work): Any statement of work agreed to by the Parties, incorporating these Terms.
• Support: Support described in Section 3.3.
• Terms: This license agreement governing the provision of Services and each SOW.
• Third Party: Any person or entity other than a Party or an Affiliate of a Party.
• User: An employee authorized by the customer to use the Platform in accordance with this Agreement.

Subject to these Terms and payment of all Fees and amounts due, Voiceitt grants the customer a limited, non-exclusive, non-transferable license, without the right to sublicense, to allow Users to access and use the Services, Professional Services, and any Add-on Features (if applicable) via the Platform, in accordance with the Documentation. This includes the right to generate, use, reproduce, and display Output solely for the customer’s internal business purposes.

The customer may make a reasonable number of copies of the Documentation solely for backup or disaster recovery purposes, reproducing all copyright, trademark, trade secret, and other proprietary notices. Copies of the Platform other than Documentation are not permitted. Upon termination of this Agreement, the customer shall promptly destroy or return all copies of the Documentation.

The customer shall not, directly or indirectly, and shall not permit any Affiliate, User, or Third Party to:

• Decompile, disassemble, reverse engineer, or derive source code from the Platform.
• Circumvent technical restrictions of the Platform.
• Make unauthorized copies of the Platform or Documentation.
• Disclose the Platform or Documentation to Third Parties.
• Sublicense, rent, lease, lend, or host the Platform for Third Parties.
• Attempt to bypass any protection devices in the Platform.
• Alter, remove, or obscure patent, trademark, or copyright notices.
• Use components of the Platform independently.
• Post or store unlawful or infringing material.
• Violate any applicable Law or rights of Third Parties.
• Use Confidential Information to contest Voiceitt’s intellectual property.
• Publish or disclose any evaluation of the Platform.
• Interfere with the integrity or performance of the Platform.

The customer will comply with all applicable Laws in connection with their use of the Platform, Services, Output, or Deliverables.

The Platform may include Third Party Products subject to the terms and conditions of their respective licensors. In case of conflict between Third Party Notices and this Agreement, the Third Party Notices will take precedence. Voiceitt makes no warranties regarding Third Party Products, and customers should consult the respective vendors for warranty and performance information.

Customer and Voiceitt may mutually agree to allow an Affiliate of the customer to use the Platform and Services under this Agreement. Such use must be documented in an addendum or amendment signed by authorized representatives of all parties. The customer and Affiliate will be jointly and severally liable for obligations, and a breach by either party will be deemed a breach by the customer.

1. Delivery of Services

   Voiceitt will provide the customer with access to the Platform and enable the use of Services according to the applicable SOW on the Effective Date specified in the SOW.

2. Equipment

   The customer is responsible for all hardware and software necessary to access and use the Platform and Services, including Internet connectivity.

3. User Credentials

   The customer and its Users must maintain the confidentiality of all User Credentials. Each User should only use their own User Credentials and must not share them with any Third Party or other employees, agents, or contractors of the customer. The customer is responsible for all use of User Credentials and must promptly notify Voiceitt of any unauthorized use. Voiceitt will not be liable for any loss or damage arising from the customer’s failure to comply with these terms.

4. Customer Personnel

   The customer must ensure that all necessary personnel are available to Voiceitt, including for Pilot Services and Professional Services. However, unavailability of Customer personnel due to ordinary illness will not be considered a force majeure event and will not relieve the customer of its obligations.

5. Customer Systems

   Voiceitt may need to access Customer Systems from time to time. The customer must provide Voiceitt with the necessary access and assistance to exercise its rights or perform its obligations, including for providing Implementation Services and support.

6. Business Associate Agreement

   For Production Services involving PHI, the customer may require Voiceitt to enter into a mutually acceptable BAA, as outlined in the SOW. From the effective date of such BAA, its terms and conditions will apply to all SOWs for Production Services then in effect and those entered into thereafter.

7. Fees and Taxes
   • Fees: During the Term, the customer must pay Annex Agency (Voiceitt’s commercial partner) the Fees specified in each SOW or as invoiced. Fees and any reimbursable costs are due within thirty (30) days of Voiceitt’s invoice date or as specified in the SOW. Late payments will incur a charge of one percent (1%) per month or the highest amount permitted by law, whichever is less. Unless otherwise specified in the SOW, all Fees are stated in, and must be paid in, U.S. dollars.
   • Taxes: The Fees do not include additional charges such as applicable taxes or regulatory fees. The customer is responsible for paying all international, national, federal, state, provincial, or local taxes imposed with respect to this Agreement, excluding any taxes on the income of Annex Agency or Voiceitt. If any such taxes are assessed, Annex will include these amounts in each invoice.
8. Intellectual Property
   • Output: Except for any existing rights Voiceitt has in Background IP contained or utilized in any Output, and subject to the customer’s compliance with this Agreement (including payment of all Fees), Voiceitt assigns to the customer all rights, title, and interest in any intellectual property in the Output.
   • No Sale: The license granted hereunder does not constitute a sale of the Platform or any portion thereof. Voiceitt retains all rights, title, and interest in the Platform, including any modifications or enhancements.
   • No Implied Licenses: Except for the express license provided in these Terms, no other licenses are granted by implication, estoppel, or otherwise.
   • No Assignment: Except for the express assignments and licenses in these Terms, no rights, title, or interest in any intellectual property of either Party is transferred to the other Party. This is not a work made-for-hire agreement as defined in Section 101 of Title 17 of the U.S. Code.
   • Feedback: If the customer provides any suggestions, ideas, recommendations, or other feedback (collectively, “Feedback”), Voiceitt may use such Feedback without restriction or payment, including to improve the Platform. Voiceitt will own all rights to any such Feedback.
   • Improvement: Voiceitt has the right to collect and analyze data related to the Services (excluding Customer Data, except as set out in Section 5.8) to: (a) improve any Service or develop new offerings; (b) disclose such data only in aggregate or de-identified form; and (c) make improvements or disclosures without limitation.
   • No Challenge: The customer and its Affiliates will not make any claims against Voiceitt or its Affiliates for infringement of intellectual property rights related to intellectual property developed by or for the customer using the Platform.
9. Customer Data
   • Ownership and License: The customer owns all Customer Data. The customer grants Voiceitt a non-exclusive, irrevocable, royalty-free, fully paid, worldwide license to: (a) process, store, and use Customer Data for providing Services during the Term; (b) process and use analytical output from Customer Data metadata perpetually; and (c) improve the Platform through Machine Learning and other enhancements. Voiceitt may extract and retain patterns from Customer Data which do not identify the customer and use these patterns to improve the Platform or successor products indefinitely. Any AI Improvements made will be the sole property of Voiceitt and part of its Background IP.
   • Responsibility: The customer is responsible for the accuracy, quality, integrity, legality, and appropriateness of Customer Data and for obtaining any necessary consents or rights to process it. The customer must comply with all applicable laws, including the GDPR.
10. Deliverables

    Subject to these Terms and timely payment of all Fees, Voiceitt grants the customer a limited, non-exclusive, non-transferable license, without the right to sublicense, to use and reproduce any Deliverable for the customer’s internal business purposes during the Term.

• Confidential Information: Each Party may disclose confidential information to the other Party in connection with this Agreement, whether or not marked as such, and whether disclosed in writing, orally, visually, or otherwise (“Confidential Information”). Customer Data and Output are considered Confidential Information of Customer. The Platform, any Feedback, and any information regarding Fees are deemed Confidential Information of Voiceitt. Confidential Information does not include information that:
  • Is or becomes available to the public other than through a breach of this Agreement by the receiving Party;
  • Is received by the receiving Party from a Third Party not subject to any confidentiality obligation in favor of the disclosing Party; or
  • Is independently developed by the receiving Party without access or reference to Confidential Information of the disclosing Party.
• Obligations: The receiving Party agrees to safeguard all Confidential Information of the disclosing Party with at least the same degree of care (which in no event shall be less than reasonable care) as the receiving Party uses to protect its own Confidential Information. The receiving Party shall not use any Confidential Information of the disclosing Party for any purpose other than in furtherance of this Agreement and shall not disclose any Confidential Information of the disclosing Party except to those of its employees, consultants, or representatives with a “need to know” such Confidential Information for purposes of fulfilling its obligations under this Agreement and who are bound by confidentiality obligations at least as stringent as those set forth herein. The receiving Party shall be responsible for any action or omission by any such employee, consultant, or other representative as if made by the receiving Party. The receiving Party shall promptly notify the disclosing Party of any breach of this Section.
• Permitted Disclosures: Notwithstanding Section 6.2, the receiving Party may disclose Confidential Information of the disclosing Party to the extent required or requested by applicable Law or rules of a stock exchange; provided, however, that prior to any such disclosure, the receiving Party shall:
  • Assert the confidential nature of the Confidential Information to the governmental authority or stock exchange;
  • Promptly notify the disclosing Party of the requirement or request to disclose; and
  • Cooperate with the disclosing Party in contesting any such disclosure or obtaining a protective order, confidential treatment, or similar measures at the expense of the disclosing Party.
• Breach: Each Party acknowledges that any use of Confidential Information inconsistent with this Agreement, or Customer’s use of the Platform in breach of this Agreement, may cause the other Party irreparable and immediate damage for which remedies other than injunctive relief may be inadequate. Therefore, each Party agrees that, in addition to any other remedy to which the other Party may be entitled hereunder, at law, or in equity, the other Party shall be entitled to injunctive relief, without the posting of any bond and without proof of actual damages, to restrain such use in addition to any other applicable remedy available under applicable Law.

• Licensor Warranties: Voiceitt represents and warrants to Customer that the Platform and Services shall perform materially in accordance with the Documentation. As Customer’s sole and exclusive remedy in the event of a breach of such warranty, Voiceitt shall use commercially reasonable efforts to correct any failure to comply with such warranty.
• Customer Data: Customer represents, warrants, and covenants to Voiceitt that:
  • Customer has the right to provide the Customer Data to Voiceitt and to permit Voiceitt to access any systems of Customer that host any Customer Data for the purposes of this Agreement; and
  • Subject to the terms of any BAA entered into by the Parties, Customer shall not include any PHI among the Customer Data provided or otherwise made available to Voiceitt or the Platform without the prior consent of Voiceitt, unless such information is provided in a de-identified form.
• Disclaimer: ANNEX AGENCY AND VOICEITT DO NOT WARRANT THAT THE PLATFORM OR SERVICES WILL OPERATE ERROR-FREE, WITHOUT INTERRUPTION, OR THAT VOICEITT WILL CORRECT ANY ERROR. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 7, THE PLATFORM AND SERVICES ARE PROVIDED “AS IS” AND “AS-AVAILABLE”. VOICEITT AND ITS THIRD PARTY SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PLATFORM OR SERVICES FURNISHED UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN TRADE.

• General Limitation: SUBJECT TO SECTION 8.3, IN NO EVENT SHALL ANNEX AGENCY, VOICEITT, OR CUSTOMER BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF DATA, PROFITS, REVENUES, OR USE OF THE SERVICE, OR FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, MULTIPLE, CONSEQUENTIAL, PUNITIVE, OR OTHER INDIRECT DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SERVICES OR THE PLATFORM.
• Maximum Liability: SUBJECT TO SECTION 8.3, IN NO EVENT SHALL ANNEX AGENCY, VOICEITT, OR CUSTOMER BE LIABLE TO THE OTHER PARTY, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION, FOR AN AMOUNT IN EXCESS OF THE AGGREGATE FEES PAID TO ANNEX.
• Exceptions: The limitations and exculpations of liability set forth in Sections 8.1 and 8.2 shall not apply in respect of:
  • Any breach of Sections 2 or 6;
  • A Party’s indemnification obligations set forth in Section 9;
  • Any Fees owed hereunder; or
  • A Party’s infringement of the other Party’s intellectual property rights, but shall otherwise apply to the maximum extent permitted by applicable Law.
• Claim Period: ANY CLAIM BY CUSTOMER SHALL BE BROUGHT WITHIN TWELVE (12) MONTHS FOLLOWING THE EVENTS GIVING RISE TO SUCH CLAIM.

• Customer Indemnification: Subject to Section 9.4, Customer hereby agrees to defend, indemnify, and hold harmless Annex Agency, Voiceitt, and its Affiliates and their respective principals, partners, members, managers, trustees, beneficiaries, directors, officers, stockholders, representatives, and the successors and assigns of each of the foregoing, for, from, and against any and all Losses suffered or incurred by any of them directly or indirectly arising from or in connection with:
  • Any death or bodily injury of any person (including any Customer employee, agent, or representative); or
  • Third Party Claims arising from or related to:
    • Any failure by Customer to comply with any applicable Laws;
    • Any violation of privacy rights of any Third Party, whether by or on behalf of Customer;
    • Any gross negligence or intentional misconduct of Customer;
    • Use of any Service by Customer in combination with products or software not provided by Voiceitt;
    • Any modification, alteration, or enhancement of any Service not created by or on behalf of Voiceitt with Voiceitt’s prior written consent; or
    • The inaccuracy, untruthfulness, or breach of any representation, warranty, or covenant set forth in Section 7.2.
• Annex and Voiceitt Indemnification: Subject to Sections 9.3 and 9.4, Annex and Voiceitt hereby agree to defend, indemnify, and hold harmless Customer and its Affiliates and their respective principals, partners, members, managers, trustees, beneficiaries, directors, officers, stockholders, representatives, and the successors and assigns of each of the foregoing, for, from, and against any and all Losses suffered or incurred by any of them directly or indirectly arising from or in connection with Third Party Claims arising from or related to:
  • The gross negligence or intentional misconduct of Voiceitt; or
  • The Platform infringing a United States patent, copyright, trademark, or trade secret of such Third Party. If Customer’s use of the Platform is, or in Voiceitt’s opinion is likely to be, found to infringe, Voiceitt may, in its sole discretion:
    • Modify the infringing element of the Platform to be non-infringing without materially degrading the functionality of the Platform;
    • Procure for Customer the right to continue using the Platform; or
    • Terminate the affected SOW and refund to Customer the pro rata portion of any prepaid Fees associated with the Platform for any unused portion of the Term for the affected SOW.
• Exceptions: The defense and indemnification obligations of Annex and Voiceitt shall not apply to the extent the alleged infringement arises out of:
  • Use of any Service by Customer in combination with products or software not provided by Voiceitt;
  • Any modification, alteration, or enhancement of any Service not created by or on behalf of Voiceitt with Voiceitt’s prior written consent;
  • Failure to implement the latest release of the Platform; or
  • Any matter indemnified by Customer in Section 9.1.
• Indemnity Conditions: As a condition to the indemnity obligations of a Party hereunder, the indemnified party shall:
  • Provide prompt notice of any indemnifiable claim;
  • Tender the defense of such claim to the indemnifying Party at the indemnifying Party’s request;
  • Cooperate with the indemnifying Party in the defense of such claim at the indemnifying Party’s expense; and
  • Not settle or compromise any such claim without the consent of the indemnifying Party.
  Customer will immediately inform Voiceitt as soon as Customer becomes aware of any threatened or actual Claim by any Third Party relating to the Platform or Services. The indemnifying Party shall pay all Losses incurred by the indemnified Party in connection with any such Claim.

• Term: This Agreement commences on the checkout via Annex Agency’s Stripe payment system and continues until the date that is the one (1) year anniversary.
• Termination: This Agreement may be terminated by either Party if the other Party materially breaches this Agreement and does not cure such breach within thirty (30) days after notice of such breach, effective as of the date set forth in such notice.
• Irrevocability: Customer’s order for Services as set forth in an SOW is irrevocable in all respects, subject only to termination in accordance with this Agreement. By executing the SOW, Customer agrees to pay all Fees set forth therein for the Term. In the event that Customer fails to pay any Fees or other amount payable to Voiceitt hereunder when due, Voiceitt may immediately suspend the provision of Services until Customer has paid all past-due and outstanding amounts in full.
• Effect of Termination: Upon termination of this Agreement, Customer will immediately cease use of the Platform and promptly return or destroy all copies of the Documentation. Each Party will return or destroy any Confidential Information of the other Party promptly upon termination of this Agreement.
• Survival: Sections 2, 4, 5, 6, 7.3, 8, 9, 10.3, 10.4, 11, and 12 will survive termination of this Agreement or any SOW.

• Scope; Governing Rules: Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be determined by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and Mediation Procedures (“Commercial Rules”), including, if appropriate, the International Commercial Arbitration Supplementary Procedures.
• Selection of Arbitrator: There shall be one arbitrator agreed to by the Parties within twenty (20) days of receipt by the respondent of the request for arbitration or in default thereof appointed by the AAA in accordance with its Commercial Rules.
• Proceedings: The seat or place of arbitration shall be New York, New York, USA. The arbitration shall be conducted and the award shall be rendered in the English language. The award rendered by the arbitrator shall be final and binding on the Parties and may be entered and enforced in any court having jurisdiction, and any court where a Party or its assets is located (to whose jurisdiction the parties consent for the purposes of enforcing the award). Judgment on the award shall be final and non-appealable.
• Confidentiality: Except as may be required by law, neither a Party nor the arbitrator may disclose the existence, content, or results of any arbitration without the prior written consent of both Parties, unless to protect or pursue a legal right.

• Notices: Any communication, demand, approval, consent, or other notice from one Party to the other Party required to be given under this Agreement shall be in writing and personally delivered, sent via certified mail, postage prepaid and return receipt requested, sent via internationally recognized courier service, or sent via email with a copy sent by one of the other previous means, to the other Party at the address set forth on the applicable SOW or such other address as either Party may from time to time designate in writing to the other Party. No change of address shall be binding upon the other Party until notice thereof is received by such Party. Each notice shall be in English. Each notice shall be effective:
  • (a) on personal delivery;
  • (b) five (5) days after delivery by certified mail, postage prepaid and return receipt requested;
  • (c) two (2) business days after being sent via internationally recognized courier service; or
  • (d) the next business day after being sent via email with a copy sent by one of the other previous means.
  This Section 12.1 will not apply to communication between the Parties made in the ordinary course of business.
• Force Majeure: Except for Customer’s payment obligations, neither Party is responsible for any delay or failure to perform resulting from any cause beyond such Party’s reasonable control, which may include, but is not limited to, any act of God, fire, hurricane, flood, terrorism, act of war, labor disturbance, telecommunications failure, utility failure, network failure, pandemic, act of governmental authorities, or change of applicable Laws.
• Publicity: Customer hereby grants to Annex Agency and Voiceitt a worldwide, non-exclusive, royalty-free, non-transferable license to use Customer’s trademarks, service marks, or logos for the purpose of identifying Customer as a Voiceitt customer in order to promote the Platform.
• Severability: If any provision of this Agreement, or portion thereof, is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision will be severed and the remaining provisions of this Agreement will remain in full force and effect.
• Independent Contractor: Each Party will act as an independent contractor and employees of one Party will not be considered to be employees of the other Party. No agency, partnership, joint venture, or other joint relationship is created by this Agreement. Neither Party may make any commitments binding on the other Party, nor may either Party make any representation that they are acting for, or on behalf of, the other Party.
• Governing Law and Venue: This Agreement will be governed by, and construed in accordance with, the Laws of the State of New York, USA, without giving effect to the conflict of Laws principles thereof other than New York General Obligations Laws 5-1401 and 5-1402.
• Headings: Captions and headings contained in these Terms have been included for ease of reference and convenience and shall not be considered in interpreting or construing these Terms.
• Interpretation: Except where the context expressly requires otherwise:
  • (a) the use of the singular will be deemed to include the plural (and vice versa);
  • (b) the words “include”, “includes”, “including” or “e.g.” will be deemed to be followed by the phrase “without limitation”;
  • (c) the word “will” will be construed to have the same meaning and effect as the word “shall”;
  • (d) the words “herein”, “hereof” and “hereunder”, or any word of similar import, will be construed to refer to this Agreement in its entirety and not to any particular provision hereof, including each SOW that references these Terms; and
  • (e) the term “or” will be interpreted in the inclusive sense commonly associated with the term “and/or”.
• Entire Agreement: This Agreement constitutes the sole and complete agreement between the Parties with regard to its subject matter. This Agreement may not be modified or amended except by a writing signed by both Parties, and supersedes all proposals, understandings, representations, prior agreements or communications relating to the Platform and the subject matter of this Agreement. This Agreement also supersedes any pre-printed terms contained on any purchase order or similar document issued by Customer and any such terms will have no force or effect. This Agreement will not be construed against the drafting Party, but instead will be construed as if both Parties prepared this Agreement.

• Term: This Agreement commences on the checkout via Annex Agency’s Stripe payment system and continues until the date that is the one (1) year anniversary.
• Termination: This Agreement may be terminated by either Party if the other Party materially breaches this Agreement and does not cure such breach within thirty (30) days after notice of such breach, effective as of the date set forth in such notice.
• Irrevocability: Customer’s order for Services as set forth in an SOW is irrevocable in all respects, subject only to termination in accordance with this Agreement. By executing the SOW, Customer agrees to pay all Fees set forth therein for the Term. In the event that Customer fails to pay any Fees or other amount payable to Voiceitt hereunder when due, Voiceitt may immediately suspend the provision of Services until Customer has paid all past-due and outstanding amounts in full.
• Effect of Termination: Upon termination of this Agreement, Customer will immediately cease use of the Platform and promptly return or destroy all copies of the Documentation. Each Party will return or destroy any Confidential Information of the other Party promptly upon termination of this Agreement.
• Survival: Sections 2, 4, 5, 6, 7.3, 8, 9, 10.3, 10.4, 11, and 12 will survive termination of this Agreement or any SOW.

• Scope; Governing Rules: Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be determined by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and Mediation Procedures (“Commercial Rules”), including, if appropriate, the International Commercial Arbitration Supplementary Procedures.
• Selection of Arbitrator: There shall be one arbitrator agreed to by the Parties within twenty (20) days of receipt by the respondent of the request for arbitration or in default thereof appointed by the AAA in accordance with its Commercial Rules.
• Proceedings: The seat or place of arbitration shall be New York, New York, USA. The arbitration shall be conducted and the award shall be rendered in the English language. The award rendered by the arbitrator shall be final and binding on the Parties and may be entered and enforced in any court having jurisdiction, and any court where a Party or its assets is located (to whose jurisdiction the parties consent for the purposes of enforcing the award). Judgment on the award shall be final and non-appealable.
• Confidentiality: Except as may be required by law, neither a Party nor the arbitrator may disclose the existence, content, or results of any arbitration without the prior written consent of both Parties, unless to protect or pursue a legal right.

• Notices: Any communication, demand, approval, consent, or other notice from one Party to the other Party required to be given under this Agreement shall be in writing and personally delivered, sent via certified mail, postage prepaid and return receipt requested, sent via internationally recognized courier service, or sent via email with a copy sent by one of the other previous means, to the other Party at the address set forth on the applicable SOW or such other address as either Party may from time to time designate in writing to the other Party. No change of address shall be binding upon the other Party until notice thereof is received by such Party. Each notice shall be in English. Each notice shall be effective:
  • (a) on personal delivery;
  • (b) five (5) days after delivery by certified mail, postage prepaid and return receipt requested;
  • (c) two (2) business days after being sent via internationally recognized courier service; or
  • (d) the next business day after being sent via email with a copy sent by one of the other previous means.
  This Section 12.1 will not apply to communication between the Parties made in the ordinary course of business.
• Force Majeure: Except for Customer’s payment obligations, neither Party is responsible for any delay or failure to perform resulting from any cause beyond such Party’s reasonable control, which may include, but is not limited to, any act of God, fire, hurricane, flood, terrorism, act of war, labor disturbance, telecommunications failure, utility failure, network failure, pandemic, act of governmental authorities, or change of applicable Laws.
• Publicity: Customer hereby grants to Annex Agency and Voiceitt a worldwide, non-exclusive, royalty-free, non-transferable license to use Customer’s trademarks, service marks, or logos for the purpose of identifying Customer as a Voiceitt customer in order to promote the Platform.
• Severability: If any provision of this Agreement, or portion thereof, is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision will be severed and the remaining provisions of this Agreement will remain in full force and effect.
• Independent Contractor: Each Party will act as an independent contractor and employees of one Party will not be considered to be employees of the other Party. No agency, partnership, joint venture, or other joint relationship is created by this Agreement. Neither Party may make any commitments binding on the other Party, nor may either Party make any representation that they are acting for, or on behalf of, the other Party.
• Governing Law and Venue: This Agreement will be governed by, and construed in accordance with, the Laws of the State of New York, USA, without giving effect to the conflict of Laws principles thereof other than New York General Obligations Laws 5-1401 and 5-1402.
• Headings: Captions and headings contained in these Terms have been included for ease of reference and convenience and shall not be considered in interpreting or construing these Terms.
• Interpretation: Except where the context expressly requires otherwise:
  • (a) the use of the singular will be deemed to include the plural (and vice versa);
  • (b) the words “include”, “includes”, “including” or “e.g.” will be deemed to be followed by the phrase “without limitation”;
  • (c) the word “will” will be construed to have the same meaning and effect as the word “shall”;
  • (d) the words “herein”, “hereof” and “hereunder”, or any word of similar import, will be construed to refer to this Agreement in its entirety and not to any particular provision hereof, including each SOW that references these Terms; and
  • (e) the term “or” will be interpreted in the inclusive sense commonly associated with the term “and/or”.
• Entire Agreement: This Agreement constitutes the sole and complete agreement between the Parties with regard to its subject matter. This Agreement may not be modified or amended except by a writing signed by both Parties, and supersedes all proposals, understandings, representations, prior agreements or communications relating to the Platform and the subject matter of this Agreement. This Agreement also supersedes any pre-printed terms contained on any purchase order or similar document issued by Customer and any such terms will have no force or effect. This Agreement will not be construed against the drafting Party, but instead will be construed as if both Parties prepared this Agreement.