Neighborly Terms
Additional Terms
In addition to the terms listed below, the Order Form will be governed by the Distributor VendorRelations Agreement (the “Agreement”) signed by Rillavoice, Inc. (the“Company”) and ProTradeNet SPV LLC (“ProTradeNet”).
1. Services.
(a) The Company agrees toprovide the Recording Licenses to allow Customers to record, transcribe, andanalyze commercial conversations their frontline sales and service people havewith customers (the “Platform”), and provide for the maintenance and support ofthe Recording Licenses (“Services”). The Company represents and warrants toCustomer that the Services shall be provided in accordance with all applicablelaws, rules, and regulations including, without limitation, all privacy andconsent laws.
(b) Company will usecommercially reasonable efforts to provide the Services and will provideCustomer access to an onboarding team. Such onboarding team shall assist userswith the initial activation, installation, and deployment of the Platform.
(c) Company will alsoprovide ongoing support to Customers via a maintained Company Customer supportteam.
2. Fees and Expenses.
(a) The Customer shall pay the Company the then-applicable fees described in this Order Form, as applicable, in accordance with the terms set forth therein.
(b) The Company may choose to bill through an invoice, in which case, full payment for invoices (not disputed in good faith) issued at any given time must be received by theCompany no later than 60 days after the mailing date of the invoice.
(c) Overdue fees (not disputed in good faith) are subject to a finance charge of 1% each 30-day period on any outstanding balance.
(d) The Company further reserves the right to suspend Services in the event of delinquency of a payment not disputed in good faith provided Customer is given written notice and a ten(10) day period to cure prior to any Service suspension.
(e) All Fees and other amounts payable by Customer under this Order Form are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed onCompany’s income.
3. Access and Use.
(a) Subject to and conditioned on Customer's payment of fees and compliance with the terms and conditions of the Order Form, Company hereby grants Customer a non-exclusive, non-transferable right to access and use the Services and Platform during the Term, solely for use by authorized users. Such use is limited to Customer's internal use. Company shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the Services. As part of the registration process, Customer will identify an administrative username and password for Customer’s Company account. Company reserves the right to refuse registration of or cancel passwords it deems inappropriate.
(b) Customer shall not use the Services for any purposes beyond the scope of the access granted in this Order Form. Customer shall not at any time, directly or indirectly, permit any authorized users to: (i) copy, modify, or create derivative works of the Services, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services except as expressly permitted under this Order Form; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services; or (v) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
4. Confidentiality.
(a) Any information disclosed by one party (“Disclosing Party”) to the other party ("Receiving Party") in connection with the business purpose of this Order Form which is expressly described as confidential or, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered by the Receiving Party to be confidential shall be considered the Disclosing Party’s “Confidential Information”. Confidential Information shall include, but not be limited to, the terms of this Order Form, pricing, research, development or business plans, projections, customers identities, potential customers, employees, suppliers, strategies, operations, systems, policies, procedures, practices, data, methods, analyses, compilations, studies, notes, interpretations, memoranda or other documents containing or based in whole or in part on any such information, and/or any other business and financial information, whether such information is explicitly identified as confidential or not. Notwithstanding anything to the contrary contained herein, Confidential Information does not include any information that (i) is already known to the Receiving Party at the time of its disclosure free of any obligation to keep it confidential, (ii) was or becomes publicly available through no wrongful act or omission of the Receiving Party, (iii) is lawfully disclosed to the Receiving Party by a third party having the right to disclose such information and without restriction on subsequent disclosure, or (iv) is independently developed by the Receiving Party without reference to the Confidential Information. All obligations regarding Confidential Information will survive termination of this Order Form indefinitely; provided, however, that to the extent that either party has disclosed information to the other party information that constitutes a trade secret under law, the receiving party agrees to protect such trade secret(s) for so long as the information qualifies as a trade secret under applicable law.
(b) Each Party agrees to employ commercially reasonable security precautions and efforts to hold the other party’s Confidential Information in confidence and shall only use the Confidential Information for the purpose of this Order Form and furthering the Services. Neither party shall improperly use or disclose the Confidential Information of the Disclosing Party to any third party. Confidential Information shall remain the sole property of Disclosing Party. Each party acknowledges and agrees that a breach of the provisions of this Section may result in injury to the Disclosing Party, or its customer, for which monetary damages cannot adequately compensate. Each party agrees that, in addition to any other remedy available to it, the Disclosing Party shall be entitled to seek both temporary and permanent injunctive relief for a breach or threatened breach of its obligations of confidentiality.
(c) Upon termination of the Order Form, Company will return to Customer any Confidential Information, including Personal Data, as defined in the Agreement, in a format that is acceptable to Customer within ninety (90) days. If Company is unable to return Confidential Information, then Company will provide Customer with a certificate of data destruction indicating that it has rendered the Confidential Information permanently inaccessible by either physically destroying the appropriate storage media or using a secure deletion method that prevents data from being restored.
(d) Customer agrees that any non-public information received from the Company or its affiliates, including but not limited to customer data, business methods, pricing, and technology, shall be treated as Confidential Information as defined in the Agreement. Customer shall not disclose such information to any third party without Company’s prior written consent and shall use such information solely for the purpose of performing under this Order Form.
(e) All the terms, conditions, and pricing agreements in the Order Form are confidential. Customer may not disclose preferred pricing, rebates, or any other related information hereunder to any other party.
5. Proprietary Rights. The Company shall own and retain all rights, title, and interest in any kind of services software, applications, inventions, or other technology developed or improved upon in connection with the Services; and all intellectual property and proprietary rights in and related to any of the foregoing subscription services (collectively, “Services IP”).
6. Marketing. Company may ask Customer to participate in a case study via video or phone to interview them about their experiences working with the Platform. Such content may be utilized in a written case study and/or video testimonial. Any video or written case studies may be displayed on the Rillavoice website or distributed as part of Rillavoice’s sales and marketing practices with written approval from Customer. Rillavoice may identify relationship with Customer on its website and on sales and marketing collateral. Case study content is subject to approval by the Customer before publishing. While Company agrees to not over-tax any Customer with over-frequent requests, Customer also agrees to use commercial best efforts to act as a reference for prospective customers, investors, or analysts. Any marketing with Customer’s name or logo requires written approval for each instance by Customer.
7. Recording Compliance Obligation.
(a) Customer agrees to comply with all applicable federal, state, and local laws and regulations governing the recording of audio, video, or any other form of data ("Recordings"). Such laws may include, but are not limited to, wiretapping laws, eavesdropping laws, and privacy regulations.
(b) Customer acknowledges and agrees that it is solely responsible for obtaining any necessary consents, authorizations, or permissions required by law to make, use, or share Recordings. This includes, but is not limited to, obtaining the informed consent of all individuals whose voice or likeness is recorded.
(c) Customer agrees not to use any Recordings made in connection with the Order Form in any manner that infringes upon the rights, privacy, or interests of any third party.
(d) The parties will comply with all laws and regulations applicable to their respective businesses including without limitation, all privacy, database, copyright, trademark, patent, trade secret, export and Anti-Bribery Laws.
(e) Customer agrees to indemnify, defend, and hold harmless the Company and any of its parents, affiliates, subsidiaries, members, partners, shareholders, directors, officers, employees, and agents, in their individual and legal entity capacities (collectively, the Indemnified Parties”), from and against all claims, actions, damages, judgments, attorney’s fees, and other costs, expenses, and losses arising out of or in connection with or as a result of Customer’s gross negligence or any of Customer’s willful acts or willful omissions in connection with violations of this Section 7, including all claims, damages, judgments, and losses arising from any unauthorized Recordings or Recordings that breach this Section 7, for which the Indemnified Parties may become liable or incur damages or be compelled to pay any fees.
8. Miscellaneous.
(a) Customer agrees to indemnify, defend, and hold harmless the Company and any of its parents, affiliates, subsidiaries, members, partners, shareholders, directors, officers, employees, and agents, in their individual and legal entity capacities (collectively, the Indemnified Parties”), from and against all claims, actions, damages, judgments, attorney’s fees, and other costs, expenses, and losses arising out of or in connection with or as a result of Customer’s gross negligence or any of Customer’s willful acts or willful omissions in connection with this Order Form, including all claims, damages, judgments, and losses arising from any unauthorized Recordings or Recordings that breach Section 7, for which the Indemnified Parties may become liable or incur damages or be compelled to pay any fees.
(b) The Services shall be available 99.9%, measured monthly, excluding holidays and weekends and scheduled maintenance. If Customer requests maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such maintenance. A Customer’s sole and exclusive remedy, and the Company’s entire liability, in connection with service availability shall be that Company will credit the Customer 5% of service fees for each period of 30 or more consecutive minutes of downtime, until the services are restored. Downtime shall begin to accrue as soon as a Customer (with notice to Company, which may be provided for this purpose via email) recognizes that downtime is taking place, and continues until the availability of the services is restored. In order to receive downtime credit, the Customer must notify Company in writing within 48 hours from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime credit. Such credits may not be redeemed for cash. Company will only apply a credit to the month in which the incident occurred. Company’s blocking of data communications or other service in accordance with its policies shall not be deemed to be a failure of Company to provide adequate service levels under this Agreement.
(c) This clause shall be governed by and construed in accordance with the laws of Texas .
(d) This Order Form contains the entire understanding of the parties concerning the subject matter herein and supersedes any prior understandings or agreements, whether oral or written.
(e) If any part of this Order Form is held to be unenforceable or invalid, the remaining provisions shall remain in full force and effect. By signing the Order Form, the Customer acknowledges that they have read, understood, and agreed to be bound by the terms of this Order Form.
(f) The parties will comply with all laws and regulations applicable to their respective businesses including without limitation, all privacy, database, copyright, trademark, patent, trade secret, export and anti-bribery and anti-corruption laws.
