Voiceops uses call recordings provided by Customer (“Recordings”) and provides AI-powered transcribing and analytics services for Customer’s use, as further described in an Order (the “Services”).  In consideration of (and subject to) payment of the fees listed on the applicable Order Form (the “Fees”) and subject to full compliance with all the terms and conditions of this Agreement, Voiceops will use reasonable efforts to provide Customer the Services in accordance with the service levels set forth in Exhibit A.

1. The Service. 
   
   1. Permitted Use. Subject to the terms and conditions of this Agreement and each Order, Voiceops will make the Services available to Customer and its Users during the Subscription Term. Customer may only use the Services internally.
   2. Third-Party Platforms. Use of Third-Party Platforms are subject to Customer’s agreements with the relevant provider and not this Agreement. Voiceops does not control and has no liability for Third-Party Platforms, including their security, functionality, operation, availability, or interoperability with the Services or how the Third-Party Platforms or their providers use Customer Data. By enabling a Third-Party Platform to interact with the Services, Customer authorizes Voiceops to access and exchange Customer Data with such Third-Party Platform on Customer’s behalf.
   3. Access. To access the Service, Customer and its Users must register for an account (“Account”) and, in doing so, may be required to provide Voiceops with information (such name, email address, or other contact information). Customer agrees that the information it provides to Voiceops is accurate, complete, and not misleading and that it will keep it accurate and up to date at all times. Only Users, using the mechanisms designated by Voiceops (“Log-in Credentials”), may access and use the Service. Each User must keep its Log-in Credentials confidential and not share them with anyone else. Customer is responsible for its Users’ compliance with this Agreement and all actions taken through their Log-in Credentials (excluding misuse of the Log-in Credentials caused by Voiceops’s breach of this Agreement). Customer will promptly notify Voiceops if it becomes aware of any compromise of any Log-in Credentials. Voiceops may Process Log-in Credentials in connection with Voiceops’s provision of the Services or for Voiceops’s internal business purposes. Customer represents and warrants to Voiceops that: (a) it has not previously been suspended or removed from the Service; and (b) its registration and use of the Services is in compliance with all Laws.
   4. Customer Systems. Customer will provide and maintain any hardware, software, other technology, and infrastructure that Customer requires to access and use the Services in accordance with the current version of Voiceops’s usage guidelines and standard technical documentation for the Services that Voiceops makes generally available to Voiceops’s customers (the “Documentation”).
   5. Restrictions. Customer will not (and will not permit its Users or anyone else to) do any of the following: (a) provide access to, distribute, sell, or sublicense the Services to a third party (other than Users); (b) use the Services on behalf of, or to provide any product or service to, third parties; (c) use the Services to develop a similar or competing product or service; (d) reverse engineer, decompile, disassemble, or seek to access the source code or non-public APIs to the Services, except to the extent expressly permitted by Law (and then only with prior notice to Voiceops); (e) modify or create derivative works of the Services or copy any element of the Service; (f) remove or obscure any proprietary notices in the Service; (g) publish benchmarks or performance information about the Service; (h) interfere with the operation of the Service, circumvent any access restrictions, or conduct any security or vulnerability test of the Service; (i) transmit any viruses or other harmful materials to the Service; (j) take any action that risks harm to others or to the security, availability, or integrity of the Service; (k) access or use the Services in a manner that violates any Law; or (l) use the Services with Prohibited Data or for High Risk Activities. Customer acknowledges that the Services are not intended to meet any legal obligations for these uses. Notwithstanding anything else in this Agreement, Voiceops has no liability for Prohibited Data or use of the Services for High Risk Activities.
   6. Suspension. Voiceops may immediately suspend Customer’s and its Users’ access to the Services if Customer breaches this Agreement or changes to Laws or new Laws require that Voiceops suspend the Services or otherwise may impose additional liability on Voiceops. Where practicable, Voiceops will use reasonable efforts to provide Customer with prior notice of the suspension. If the issue that led to the suspension is resolved, Voiceops will use reasonable efforts to restore Customer’s access to the Service.
   7. Use of Customer Data. Customer grants Voiceops the non-exclusive, worldwide, sublicensable right to use, copy, store, disclose, transmit, transfer, publicly display, modify, and create derivative works from Customer Data only as necessary to: (a) provide the Services; (b) generate Usage Data and Aggregated Data; and (c) as otherwise required by Law or as agreed to in writing between the Parties. Customer acknowledges that use of the Customer Data to provide the Services may result in improvements to the Services. Customer is responsible for its Customer Data, including its content and accuracy. Customer represents and warrants that it has made all disclosures, provided all notices, and has obtained all rights, consents, and permissions necessary for Voiceops to collect, access, use, disclose, transfer, transmit, store, host, or otherwise process (collectively, “Process”) Customer Data as set forth in this Agreement without violating or infringing applicable laws, third-party rights, or terms or policies that apply to the Customer Data. Without limiting the foregoing, Customer represents and warrants that all Recordings were collected in compliance with all applicable laws, including U.S. federal and state wiretapping laws. “Customer Data” means any data or information that: (a) Customer or any of its Users or any Customer Client submits to the Services (including via a third-party platform or service) or otherwise provides to Voiceops in connection with the Services; and (b) is Processed by Voiceops to provide the Services to Customer, including but not limited to all Recordings provided by or on behalf of Customer.
   8. Usage Data; Aggregated Data. Voiceops may Process Usage Data and Aggregated Data for internal business purposes to: (a) track use of Services for billing purposes; (b) provide support for Services; (c) monitor the performance and stability of the Services; (d) prevent or address technical issues with the Services; (e) to improve Services, its other products and services, and to develop new products and services; and (f) for all other lawful business practices, such as analytics, benchmarking, and reports. Customer will not interfere with the collection of Usage Data.
   9. Privacy and Security. Voiceops will process Personal Data related to Users (such as a User’s Log-in Credentials) or contained in Customer Data as set forth in Voiceops’s Privacy Policy located at www.voiceops.com/privacy-policy.  Voiceops shall implement and maintain commercially reasonable security procedures and practices, appropriate to the nature of the information, to protect Customer Data from unauthorized access, destruction, use, modification, or disclosure. Without limiting the foregoing, Voiceops shall maintain the security controls set forth in the Voiceops Trust Center available at https://trust.voiceops.com/controls when Processing Customer Data. To the extent Customer Data contains credit, debit, or other payment card data subject to the Payment Card Industry Data Security Standards (“PCIDSS”), Voiceops acknowledges its responsibility to secure such data in accordance with relevant PCIDSS while such data exists in Voiceops’s systems.
2. Commercial Terms.  Each Subscription Term will automatically renew for successive terms equal in length to the Subscription Term unless either party gives the other party notice of non-renewal at least 30 days before the current Subscription Term ends. Fees for the Services are described in the Order. All fees for the Services (“Fees”) will be paid in US dollars unless otherwise provided in an Order. Fees are invoiced or charged as described in the Order. Unless the Order provides otherwise, all Fees are due within 30 days of the invoice date. All Fees and other expenses are non-refundable. Customer is responsible for any sales, use, GST, value-added, withholding, or similar taxes or levies that apply to Orders, whether domestic or foreign, other than Voiceops’s income tax (“Taxes”). Fees are exclusive of all Taxes.
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3. Limited Warranty; Disclaimer. 
   
   1. Limited Warranty. Voiceops warrants to Customer that the Services will perform materially as described in the Documentation during the Subscription Term (“Limited Warranty”). 
   2. Warranty Remedy. If Voiceops breaches a Limited Warranty during the Subscription Term, upon notice of such breach, Voiceops will use reasonable efforts to correct the non-conformity. If Voiceops cannot do so within 30 days of receipt of Customer’s warranty claim, either party may terminate the affected Order as it relates to the Service. Voiceops will then refund to Customer any pre-paid, unused Fees for the terminated portion of the applicable Subscription Term. This Section sets forth Customer’s exclusive remedy and Voiceops’s entire liability for breach of the Limited Warranty. This warranty does not apply to: (a) issues caused by Customer’s or Users’ misuse of or unauthorized modifications to the applicable Service; (b) issues in or caused by Third-Party Platforms or other third-party systems; or (c) use of the applicable Services other than according to the Documentation.
   3. Disclaimer. EXCEPT FOR THE LIMITED WARRANTY IN SECTION 3.1, THE SERVICES ARE PROVIDED “AS IS”. VOICEOPS, ON ITS OWN BEHALF AND ON BEHALF OF ITS SUPPLIERS AND LICENSORS, MAKES NO OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT. VOICEOPS DOES NOT WARRANT THAT CUSTOMER’S USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT VOICEOPS WILL REVIEW CUSTOMER DATA FOR ACCURACY, OR THAT IT WILL MAINTAIN CUSTOMER DATA WITHOUT LOSS. VOICEOPS IS NOT LIABLE FOR DELAYS, FAILURES, OR PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE VOICEOPS’  CONTROL. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT ANY STATUTORILY REQUIRED WARRANTIES WILL BE PERFORMANCE TO THE SHORTEST LEGALLY PERMITTED PERIOD. 
4. Term and Termination. This Agreement starts on the Effective Date and continues until expiration or termination of all Subscription Terms. Either party may terminate this Agreement (including any or all Orders) if the other party: (a) fails to cure a material breach of this Agreement (including a failure to pay Fees) within 30 days after receipt of notice; (b) ceases operation without a successor; or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days. 
   
   Upon expiration or termination of an Order, Customer’s access to and Voiceops’s obligations to provide the Services will cease. During a Subscription Term and for the 30 day period immediately following the date of expiration or earlier termination of the applicable Subscription Term, Customer may export data or information that Customer (including its Users) submits to the Services, including from Third-Party Platforms from the applicable Service, using the export features described in the applicable Documentation. After that 30 day period, Voiceops will be under no obligation to store or retain the applicable Customer Data and may delete the applicable Customer Data at any time in its sole discretion. Customer Data and other Confidential Information may be retained in Recipient’s standard backups notwithstanding any obligation to delete the applicable Confidential Information but will remain subject to this Agreement’s confidentiality restrictions. 
   
   Terms which by their nature are intended to survive termination, including but not limited to obligations of confidentiality and indemnification, shall survive termination of this Agreement.  Except where an exclusive remedy is provided in this Agreement, exercising a remedy under this Agreement, including termination, does not limit other remedies a party may have.
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5. ‍Ownership. Neither party grants the other any rights or licenses not expressly set out in this Agreement. Except as expressly provided in this Agreement, as between the parties, Customer retains all intellectual property rights and other rights in Customer Data. Except for Customer’s use rights in this Agreement, Voiceops and its licensors retain all intellectual property rights and other rights in the Services, Documentation, Usage Data, and Voiceops’s technology, templates, formats, and dashboards, including any modifications or improvements to these items made by us. If Customer provides Voiceops with feedback or suggestions regarding the Services or its other offerings, Voiceops may use the feedback or suggestions without restriction or obligation.‍
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6. Limitations of Liability. Except for a party’s indemnification obligations and damages arising from a party’s gross negligence or willful misconduct, neither Voiceops nor Customer will have liability arising out of or related to this Agreement for any loss of use, lost data, lost profits, failure of security mechanisms, interruption of business, or any indirect, special, incidental, reliance, or consequential damages of any kind, even if informed of their possibility in advance or for any amounts in excess of fees paid or payable by Customer to Voiceops in the twelve month period prior to the claim arising.
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7. Indemnification. Voiceops will defend Customer and hold Customer harmless against any suit, claim, or proceeding brought by a third party (“Claim”) against Customer alleging that the use of Services in accordance with this Agreement infringes any copyright, trademark or patent, provided the foregoing obligations do not apply with respect to the Services or portions or components thereof (x) not supplied by Voiceops, (y) made in whole or in part in accordance to Customer specifications, (z) combined with other products, processes or materials where the alleged infringement would not have occurred without such combination. This section states Voiceops’s entire liability and Customer’s exclusive remedy for infringement or misappropriation of intellectual property of a third party. Customer will defend Voiceops and hold Voiceops harmless against any Claim brought against Voiceops as a result of a violation or alleged violation by Customer of Sections 1.3 or 1.4 above. The indemnifying party’s obligations are subject to the indemnified party (i) promptly notifying the indemnifying party in writing of the Claim, (ii) allowing the indemnifying party, at its expense, to direct the defense of such Claim, and (iii) giving the indemnifying party all information and assistance reasonably necessary to defend such Claim.‍
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8. Confidentiality.  “Confidential Information” means information disclosed to the receiving party (“Recipient”) under this Agreement that is marked by the disclosing party (“Discloser”) as proprietary or confidential or, if disclosed orally, is designated as proprietary or confidential at the time of disclosure. Voiceops’s Confidential Information includes the terms and conditions of this Agreement and any technical or performance information about the Services. Recipient will: (a) hold Confidential Information in confidence and not disclose it to third parties except as permitted in this Agreement; and (b) only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement. At Discloser’s request, Recipient will delete all Confidential Information, except in the case where Voiceops is the Recipient, in which case Voiceops may retain the Customer’s Confidential Information to the extent required to continue to provide the Services. Recipient may disclose Confidential Information to its employees, agents, contractors, and other representatives having a legitimate need to know, provided it remains responsible for their compliance with this Section and they are bound to confidentiality obligations no less protective than this Section. These confidentiality obligations do not apply to information that Recipient can document: (a) is or becomes public knowledge through no fault of the receiving party; (b) it rightfully knew or possessed prior to receipt under this Agreement; (c) it rightfully received from a third party without breach of confidentiality obligations; or (d) it independently developed without using Confidential Information. Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section. Nothing in this Agreement prohibits either party from making disclosures, including of Customer Data and other Confidential Information, if required by Law, subpoena, or court order, provided (if permitted by Law) it notifies the other party in advance and cooperates in any effort to obtain confidential treatment.
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9. Miscellaneous.  This Agreement, including the Privacy Policy and any other agreements expressly incorporated by reference into this Agreement, are the entire and exclusive understanding and agreement between Customer and Voiceops regarding Customer’s use of the Service. Customer may not assign or transfer this Agreement or its rights under this Agreement, in whole or in part, by operation of law or otherwise, without Voiceops’s prior written consent. The failure to require performance of any provision will not affect Voiceops’s right to require performance at any other time after that, nor will a waiver by Voiceops of any breach or default of this Agreement, or any provision of this Agreement, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in this Agreement is for convenience only and will not have any impact on the interpretation of any provision. Neither party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay Fees) due to events beyond its reasonable control, such as a strike, pandemic, epidemic, health emergency, blockade, war, pandemic, act of terrorism, riot, Internet or utility failures, refusal of government license, or natural disaster. Throughout this Agreement the use of the word “including” means “including but not limited to.” If any part of this Agreement is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect. This Agreement is governed by the laws of New York without regard to conflicts of laws provisions that would result in the application of the laws of another jurisdiction and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to this Agreement will be the state and federal courts located in New York City, and both parties submit to the personal jurisdiction of those courts. By using the Services, Customer consents to receiving certain electronic communications from Voiceops as further described in Voiceops’s Privacy Policy. Customer agrees that any notices, agreements, disclosures, or other communications that Voiceops sends to Customer electronically will satisfy any legal communication requirements, including that those communications be in writing.
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10. Definitions.
    “Aggregated Data” means Customer Data that has been deidentified or aggregated with other data such that the resulting data no longer reasonably identifies Customer or a specific individual. 
    “Customer Client” means a client or potential client of Customer and with whom Customer or its Users has engaged in a Recording. 
    “Customer Systems” means Customer’s hardware, software, other technology, and infrastructure that are used to access the Service.
    “High Risk Activities” means activities where use or failure of the Services could lead to death, personal injury, or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles, or air traffic control.
    “Laws” means all applicable relevant local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer, international communications, and export of data, including Customer Personal Data and Customer Personal Information.
    “Order” means an order that is executed by the parties which references this Agreement.
    “Personal Data” means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with an identified or identifiable natural person.
    “Prohibited Data” means any: (a) special categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation; (b) information subject to regulation or protection under specific Laws such as the Children’s Online Privacy Protection Act or Gramm-Leach-Bliley Act (or related rules or regulations); (c) social security numbers, driver’s license numbers, or other government ID numbers; or (d) any data similar to the above protected Laws. Prohibited Data does not include credit, debit, or other payment card data subject to the PCIDSS.
    “Subscription Term” means the period during which Customer’s subscription to access and use the Services is in effect, as identified in the applicable Order.
    “Third-Party Platform” means any third-party platform, add-on, service, or product not provided by Voiceops that Customer elects to integrate or enable for use with the Service. 
    “Usage Data” means information generated from the use of the Service, which data does not identify Users, any other natural human persons, or Customer, such as technical logs, data, and learnings about Customer’s use of the Service, but excluding any identifiable Customer Data.  
    “User” means any employee or contractor of Customer that Customer allows to use the Services on Customer’s behalf.
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Exhibit A- General Service Level Support Terms

1. Up-Time and Reliability.  Voiceops will use reasonable commercial efforts with the intent that Services will be available and operational to Customer for 99% of all Scheduled Availability Time.   “Scheduled Availability Time” shall be defined as twenty-four (24) hours a day, seven (7) days a week, excluding: (i) scheduled maintenance downtime; (ii) maintenance downtime for specific critical Service issues; and (iii) any downtime due to defects caused by Customer, one of its vendors, third party connections, utilities, or caused by other forces beyond the control of Voiceops (such as internet outages or outages with respect to Customer’s network or internet access).  Voiceops shall use reasonable efforts to provide advance notice in writing or by email of any scheduled service disruption 

2. Maintenance.  Voiceops will make available to Customer as part of the Services, all generally available enhancements, updates and bug fixes to the Services.

3. Customer Responsibility.  In addition to other responsibilities contained herein, Customer will be responsible for ongoing maintenance, management and accuracy of the vendor profile data. Additionally, Customer will be responsible for communicating and managing the vendor registration, vendor training and change management process.

4. Support.   Voiceops is available to receive product support inquiries via email or the Voiceops website 24 hours per day.  Voiceops Standard Support Hours are 09:00 to 17:30 Eastern Time Monday through Friday for technical information, technical advice and technical consultation regarding Customer’s use of the Services. Voiceops will use commercially reasonable efforts to provide Customer with reasonable support for the Service. Customers may report suspected security incidents or vulnerabilities to support@voiceops.com. All reports are reviewed promptly by our security team. Please see the Customer Responsibility Matrix in Appendix A for more information regarding each party’s respective responsibilities for maintaining the security of your Account and the Services.

5. Customer Support List.  Customer shall provide to Voiceops, and keep current, a list of designated contacts and contact information (the “Support List”) for Voiceops to contact for support services.  Such Support List shall include (i) the first person to contact for the answer or assistance desired, and (ii) the persons in successively more responsible or qualified positions to provide the answer or assistance desired.

6. Classification of Problems.  Voiceops shall classify each problem encountered by Customer according to the following definitions and will use reasonable commercial efforts to address the problem in accordance with such classification according to the table below.

7. SEVERITY LEVELS AND RESPONSE TIMES

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Appendix A

Customer Responsibility Matrix