Voze Service Agreement

This Voze Service Agreement, effective as of the date of Customer signature on the first Order Form entered into between the Parties (“Effective Date”), is by and between Voze Inc., a Delaware corporation (“Service Provider”), and the Customer identified on the Order Form (“Customer”). Service Provider and Customer may be referred to herein collectively as the “Parties” or individually as a “Party.”
  1. Definitions.
    1. “Analytical Data” means data and information related to Customer’s use of the Services, including statistical and performance information related to the provision and operation of the Services. 
    2. “Agreement” means, collectively, this Voze Service Agreement, the Order Form and any Exhibits thereto. 
    3. “Authorized User” means Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder. 
    4. “Customer Data” means information, data and other content, in any form or medium, that is submitted, posted or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services. 
    5. “Order Form” means each order form for Services entered into by the Parties and referencing or attached to this Agreement.  
    6. “Platform” means the Service Provider platform, including any tools and applications used to deliver the Services. 
    7. “Services” means those components of the Platform to which Customer subscribes pursuant to an Order Form. 
  2. Order Form. 
    The Parties have entered into an initial Order Form for Services on the Effective Date specifying the number of licenses for the Services being ordered by Customer from Service Provider.  The Service is available as a paid service accessible by the number of Authorized Users equal to the number of licenses purchased. The terms and conditions of the Order Form are hereby incorporated by reference.  Additional Services may be ordered by entering into an additional Order Form.  By executing an Order Form, each Party agrees to the terms and conditions hereof. In the event of any conflict between an Order Form and this Agreement, the Order Form will prevail. 
  3. Services Provided. 
    Subject to and conditioned on Customer’s payment of Fees and compliance with all other terms and conditions of this Agreement, Service Provider hereby grants Customer a non-exclusive, non-transferable right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein.  Such use is limited to Customer’s internal use. Service Provider will (a) establish on its internet enabled computer network a database for Customer containing Customer’s client lists for each of Customer’s sales personnel (included in this agreement) from the electronic information (.xls format) supplied by Customer to Service Provider; (b) set up a user mailbox for each of Customer’ Authorized Users which can be accessed through the Voze app or Voze website; (c) process the dictations received from Customer’s sales representatives and store the messages on Voze internet based database; (d) allow Customer and its Authorized Users access to the database via Customer’s own internet connection and internet enabled devices and (e) allow Customer’s Authorized Users to download the information compiled on Service Provider’s web site for integration into Customer’s company ERP solution. Customer understand that it is solely responsible for any of the hardware, software or other technology Customer or its Authorized Users use to access the Services. Service Provider will not be responsible for any service difficulties resulting from Customer’s failure to possess technology adequate to use the Services to Customer’s satisfaction. Customer further agrees to abide by any rules, procedures, standards, requirements or other conditions Service Provider may establish in connection with the use of the Services, or any other electronic communications services made available by us.
  4. Payment.  
    1. As sole compensation for the provision of the Services, and any rights granted herein, Customer will pay Service Provider the fees and expenses set forth in each Order Form (“Fees”).  Unless otherwise specified, all amounts are in U.S. Dollars.  Service Provider will invoice Customer all Fees on an annual basis in advance with the Fees for the first year of Service invoiced promptly following execution of an Order Form.  Customer will pay each such invoice within thirty (30) days of each invoice date.  All Fees are exclusive of taxes, which may or may not be added to the Fees, depending on applicable law and Customer’s legal residence.  Customer shall be responsible for any and all taxes related to this Agreement.  The Parties’ obligations under this Section shall survive the termination or expiration of this Agreement. Interest charges of 1.5% per month (or the highest rate permitted by law if lower than 1.5% per month) calculated daily and compounded monthly will apply to any unpaid balance which is more than thirty (30) days overdue.  Customer shall reimburse Service Provider for all reasonable costs incurred by Service Provider in collecting any late payments or interest, including attorney’s fees, court costs and collection agency fees.  
    2. Service Provider reserves the right to change the Fees with respect to any Renewal Term by providing notice to Customer at least 30 days prior to such Renewal Term which notice may be provided by an e-mail message, or in the form of an announcement on the Platform.
    3. Fees for Services are based on the number of Authorized Users as initially set forth on the applicable Order Form.  Customer may add, but not remove, Authorized Users at any time by providing notice to Service Provider.  Fees for Authorized Users added after the Effective Date will be invoiced based on the unit price for the applicable Services and pro-rated for the remaining portion of the then current Term and for any Renewal Term will be invoiced annually in advance with the next annual invoice.  
    4. If Customer has a Concurrent User (as defined below) count that is in excess of the amount contracted for, Customer will be responsible for additional fees related to the additional users. The additional Fees will be invoiced upon addition of such Concurrent Users and/or reflected on the next invoice and will encompass any prior utilization greater than that contracted for. Concurrent Users are those Authorized Users who are logged in at the same time as any other Authorized Users of the same licensed entity.
    5. Set-up for inside and/or outside sales representatives includes: (i) Database creation and customization for all Authorized Users to customer specifications on the set-up documents, (ii) Importing of account/contact information provided to Service Provider by Customer per a sample .xls format to be provided by Service Provider. Integration with DMS services does not require Excel spreadsheets for company and contact information.
    6. Customer agrees that its purchase of a subscription to use the Service is not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Service Provider regarding future functionality or features.
  5. Restrictions on Use.  
    1. Customer shall not: (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services in any way; (ii) modify or make derivative works based upon the Services; (iii) create Internet "links" to the Services or "frame" or "mirror" any content on any other server or wireless or Internet-based device; (iv) permit or enable a third party vendor to access or use the Services without the prior express written consent of Service Provider;  or (v) reverse engineer or access the Services in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Services, or (c) copy any ideas, features, functions or graphics of the Services.
    2. Customer may use the Services only for Customer’s internal business purposes and shall not: (i) use the Services in violation of the rights of any third party or applicable law, rule or regulation, (ii) send spam, “junk mail” or otherwise unauthorized duplicative or unsolicited messages or other forms of solicitation in violation of applicable laws; (iii) promote illegal activities; (iv) send or store material which infringes any patent, trademark, trade secret, copyright, or other proprietary rights or rights of publicity or privacy of any person or that Customer does not have a right to make available under any law or under contractual or fiduciary relationship; (v) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (vi) interfere with or disrupt the Services or the data contained therein; (vii) attempt to gain unauthorized access to the Services or its related systems or networks; or (viii) use the Services, including the content, intellectual property, technology, trademarks or service marks for any commercial purposes (i.e. soliciting customers, resale, etc.) without Service Provider’s prior written consent.
  6. Access. 
    Access to the Services is provided following the Effective Date.  The Services requires a user ID and password to access and use.  Customer is solely responsible for maintaining and implementing policies and procedures to protect the strict confidentiality of the user IDs, passwords and codes (collectively, “IDs”).  Customer shall not provide IDs or otherwise allow access to the Services to third parties.  Any access to and use of the Services via mechanical, programmatic, robotic, scripted or any other automated means not provided as part of the Services is strictly prohibited.  

  7. Customer Responsibilities.
    Customer is responsible for all activity occurring under Customer’s account(s) and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with Customer’s use of the Services, including those related to data privacy. Customer shall (i) notify Service Provider, if applicable, of any unauthorized use of any password or account or any other known breach of security; (ii) report to Service Provider and use reasonable efforts to stop any copying or distribution of content that is known or suspected by Customer to violate this Agreement or the intellectual property rights of third parties; and (iii) not impersonate another user or provide false identity information to gain access to or use the Services. By accessing the Services, Customer represents and warrants that Customer has not falsely identified itself nor provided any false information to gain access to the Services.  

  8. Data. 
    1. In the course of Service Provider’s provision, and Customer’s receipt and use of the Services, Service Provider will have access to Customer Data including data about Customer and its employees and customers and other information and content through the Platform.  Service Provider may use Customer data and Analytical Data to provide Services to Customer, for internal research and development purposes, and to improve the services offered by Service Provider. Service Provider utilizes commercially reasonable measures to protect the security and integrity of Customer Data.  The Parties agree that the Customer Data belongs to Customer, and upon termination of this Agreement, Service Provider will deliver to Customer, upon Customer’s written request and full payment of all amounts due Service Provider, an electronic copy (ASCII format) of the transcribed information.  Service Provider maintains a Privacy Policy with respect to the Services to help protect the privacy of its customers, which is hereby incorporated by reference to this Agreement.  The Privacy Policy may be found on Service Provider’s website at https://www.voze.com/privacy. The Privacy Policy may be updated by Service Provider from time to time.  
    2. Customer acknowledges that data, including e-mail, electronic communications, and Customer Data, may be accessed by unauthorized third parties when communicated between Customer and Service Provider, using the Internet, other network communications facilities, telephone, or any other electronic means. Customer agrees to use software produced by third parties, including, but not limited to, “browser” software that supports a data security protocol compatible with the protocol used by Service Provider. Until notified otherwise by Service Provider, Customer agrees to use software that supports the Secure Socket Layer (SSL) protocol or other protocols accepted by Service Provider and follow Service Provider’s log-on procedures for Internet and voice mail services that support such protocols. Customer acknowledges that Service Provider is not responsible for notifying Customer of any upgrades, fixes, or enhancements to any such software or for any compromise of data transmitted across computer networks or telecommunications facilities, including, but not limited to, the Internet.
  9. Intellectual Property Rights.  
    1. Service Provider (and its successors or assigns, or its licensor, where applicable) shall own all right, title and interest, including all related intellectual property rights in and to the Services, including all related technology and content (other than Customer Data), and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or any other party relating thereto.  This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Services. 
    2. Service Provider shall retain all copyrights and/or other intellectual property rights, title and interests in a) the Voze software and Platform on which the Services are based and made available to Customer and/or its Authorized Users, b) source codes or other software components of the Services, c) content of the Service Provider website and the Services including text and graphics but excluding Customer Data, d) trademarks, names, etc. Items a, b, c and d are the sole property of Service Provider and its affiliated companies, and/or third parties having granted Service Provider license for its use, and Customer and its Authorized Users shall gain no rights therein other than the limited right of use for Customer’s internal business purposes as stipulated in this Agreement.
    3. Customer shall not reproduce or redistribute any Service Provider software, content or trademarks, in any form, except as allowed in this Agreement. 
    4. Customer retains all intellectual property rights to Customer Data stored by Customer in connection with the Services.
  10. Indemnification. 
    Customer agrees to defend, indemnify and hold Service Provider, and its licensors, subsidiaries, affiliates, stockholders, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that any Customer Data, whether provided by Customer, its affiliates, or any Authorized User, infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by Customer’s representations and warranties made herein;  (iii) a breach by Customer of its use rights and use restriction under this Agreement; or (iv) Customer’s violation of any applicable law, rules and regulations.

  11. Representations and Warranties. 
    Service Provider represents and warrants that: (i) Service Provider is authorized to enter into this Agreement and to perform its obligations hereunder and such performance does not and will not conflict with any other agreement or obligation to which Service Provider is or may become bound; (ii) the Services provided to Customer under this Agreement will not contain any viruses, malicious code or other destructive elements and will conform in all material respects to the applicable specifications hereunder or in the applicable order documentation; (iii) Service Provider will comply with all applicable laws and regulations.

  12. Limitation of Liability.
    TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE TO CUSTOMER OR ANYONE FOR LOST PROFITS (WHETHER DIRECT OR INDIRECT) OR REVENUE, COSTS OF COVER, OR FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES, OR INDIRECT DAMAGES OF ANY TYPE OR KIND HOWEVER CAUSED, WHETHER BY BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, OR ANY OTHER LEGAL CAUSE OF ACTION AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL SERVICE PROVIDER’S TOTAL LIABILITY FOR ANY DAMAGES, ARISING IN CONNECTION WITH THIS AGREEMENT EXCEED THE FEES PAID TO VENDOR BY CUSTOMER HEREUNDER IN THE PRECEEDING TWELVE (12) MONTHS. 

  13. Use of Name and Logo.  Customer hereby grants Service Provider a non-exclusive, royalty-free, worldwide license to utilize the name and logo of Customer on Service Provider’s website, marketing materials, or any other public manner, without requiring Customer’s prior written consent. This license permits Service Provider to showcase Customer as a client for promotional and marketing purposes during the Term. Customer acknowledges and agrees that Service Provider may display the name and logo in a manner consistent with standard industry practices, and that Service Provider shall have the right to modify the size and format of the name and logo solely for presentation purposes.

  14. Term and Termination. 
    1. This Agreement commences on the Effective Date and shall continue until the sooner to occur of (i) expiration of all Order Forms; or (ii) earlier termination pursuant to this Section. The initial term for any Order Form shall be the subscription period listed therein (“Initial Term”).  Following the Initial Term, each Order Form will automatically renew for successive one-year periods unless either Party provides notice of non-renewal to the other Party at least sixty (60) days prior to the end of the then current term (each such renewal period a ”Renewal Term” and together with the Initial Term, the “Term”). 
    2. In the event of a material breach of this Agreement, the non-breaching Party shall notify the breaching Party in writing of the specific nature of the material breach and shall request that it be cured. If the breaching party does not cure the breach within thirty (30) days of such notice, the non-breaching Party may immediately terminate this Agreement on written notice to the breaching Party. 

      Upon expiration or termination of this Agreement, Customer shall, and shall ensure that all Authorized Users, immediately discontinue use of the Services.  This Section 14 and Sections 4, 8, 9, 10, 12, 15, 16, and 18 survive any termination or expiration of this Agreement.  
  15. Disclaimer of Warranties. 
    EXCEPT AS SPECIFICALLY STATED HEREIN, SERVICE PROVIDER MAKES NO REPRESENTATION, WARRANTY OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT.  EXCEPT AS SPECIFICALLY STATED HEREIN, SERVICE PROVIDER DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET CUSTOMER REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY CUSTOMER THROUGH THE SERVICE WILL MEET CUSTOMER REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR (G) THE SERVICE WILL COMPLY WITH ANY COMPLIANCE PROGRAMS, SECURITY STANDARDS OR REGULATIONS THAT CUSTOMER MAY BE SUBJECT TO OR REQUIRE; AND THE SERVICE AND ALL CONTENT IS PROVIDED TO CUSTOMER STRICTLY ON AN "AS IS" BASIS.  ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY SERVICE PROVIDER AND ITS LICENSORS.  FURTHER, NO ADVICE OR INFORMATION GIVEN BY A SERVICE PROVIDER REPRESENTATIVE SHALL CREATE A WARRANTY OR SERVE AS AN AMENDMENT TO THIS AGREEMENT. EXCEPT AS SPECIFICALLY STATED HEREIN, SERVICE PROVIDER IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS.

  16. Confidentiality. 
    1. “Confidential Information” means all information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Customer includes Customer Data; Confidential Information of Service Provider includes the Services, the Platform, pricing, discounts and all other terms offered to Customer, any functional limitations of, or errors in, the software and other materials of a confidential and proprietary nature provided by Service Provider to Customer, and the terms and conditions of this Agreement. Confidential Information of each Party includes but it is not limited to business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such Party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as shown by the Receiving Party’s independent contemporaneous written records.
    2. Each Party will at all times, both during the Term of this Agreement and after its termination, maintain in confidence and not disclose to third parties all Confidential Information of the other party and will not use such Confidential Information except for the purpose of providing or receiving the Software in accordance with this Agreement.  Each Party will take reasonable measures to maintain the confidentiality of such Confidential Information, but not less than the measures it uses for its own confidential information of similar import.  Each Party will limit the disclosure of such Confidential Information to those of its personnel and permitted subcontractors or delegates with a bona fide need to access such Confidential Information for a Party’s exercise of its rights and obligations under this Agreement, provided that all such personnel and subcontractors or delegates are subject to binding use and disclosure restrictions at least as protective as those set forth herein. 
    3. Nothing in this Agreement shall prohibit either Party from disclosing Confidential Information of the other Party if legally required to do so by judicial or governmental order (“Required Disclosure”); provided that the disclosing party shall: (i) give the other Party prompt written notice of such Required Disclosure prior to disclosure (unless prohibited by the law); (ii) cooperate with the other Party in the event the Party elects to oppose such disclosure or seek a protective order with respect to the requested information, and (iii) only disclose the portion of Confidential Information specifically requested by the Required Disclosure.
  17. Modifications.  Customer agrees and acknowledges that Service Provider reserves the right to modify this Agreement or any of its policies relating to the Service at any time, which modifications shall become effective immediately upon posting of an updated version of this Agreement on the Service Provider website at http://www.voze.com/msa. Customer is responsible for regularly reviewing this Agreement. Customer may terminate this Agreement upon notice if Customer does not agree to any modification.
  18. General.
    1. Customer agrees that this Agreement and each Order Form constitute the entire agreement between Customer and Service Provider and shall supersede any prior agreement or any other communications relating to the use of the Software or any portion thereof.  The terms of this Agreement apply to the exclusion of any other terms that Vendor seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. 
    2. If any provision herein is otherwise held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way.  The Parties agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision. 
    3. This Agreement is governed by the laws of the State of Utah and the United States of America, including U.S. copyright laws.  The Federal and State Courts resident in Utah shall have exclusive jurisdiction to adjudicate any dispute arising under or out of this Agreement.
    4. Customer shall not have the right to assign or transfer any obligations or benefit under this Agreement without the prior written consent of Service Provider. Any purported assignment in violation of this section shall be void.  Except as otherwise provided herein, this Agreement shall be binding on and inure to the benefit of the respective successors and permitted assigns of the parties.
    5. All written notices given to Service Provider through certified mail under this Agreement shall be sent with a copy to Voze, 344 W 13800 S, Suite #550, Draper, UT 84020 with a copy to finance@voze.com.   Service Provider may give notice hereunder to Customer by means of a general notice in the Platform, electronic mail to Customer’s e-mail address on record or by written communication sent by first class mail or pre-paid post to Customer’s address on record. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or immediately upon sending (if sent by email). 
    6. The failure of either Party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.
    7. Service Provider will not be responsible for any delay, interruption or other failure to perform under this Agreement due to acts beyond its reasonable control (“Force Majeure Events”). Force Majeure Events include, but are not limited to: natural disasters (e.g., lightning, earthquakes, hurricanes, pest damage, floods); power surges or failures, internet outages, wars, quarantines, pandemics, acts of military authorities, riots, terrorist activities, and civil commotions; activities of local exchange carriers, inability to secure raw materials, transportation facilities, fuel or energy shortages, unauthorized use of this Service, telephone carriers, wireless carriers, Internet service providers, and other third parties; explosions and fires; embargoes, strikes, and labor disputes; governmental decrees; and any other cause beyond the reasonable control of Service Provider whether similar to the foregoing or not.
    8. Notwithstanding any provision hereof, for all purposes of this Agreement each Party shall be and act as an independent contractor and not as partner, joint venturer or agent of the other Party and shall not bind nor attempt to bind the other Party to any contract. 
    9. Headings herein are for convenience of reference only and shall in no way affect interpretation of the Agreement.