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Additional Terms

These Terms and Conditions (“Terms”) govern the use of Rillavoice, Inc. (“Company”) products and services by any Trading Partner or Contractor (“Customer”) who completes the Rillavoice checkout portal—the online sign-up link where Customer provides its information, selects the desired number of Recording Licenses for a free trial, and clicks “Schedule Payment.” By completing the checkout process, Customer agrees to be bound by these Terms. These Terms operate in conjunction with and are governed by the Distributor Vendor Relations Agreement between Rillavoice, Inc. and ProTradeNet SPV LLC (“ProTradeNet”).

1. Services. ‍

(a) The Company agrees to provide the Recording Licenses to allow Customers to record, transcribe, and analyze commercial conversations their frontline sales and service people have with customers (the “Platform”), and also provide for the maintenance and support of the Recording Licenses (“Services”). The Company represents and warrants to Customer that the Services shall be provided in accordance with all applicable laws, rules, and regulations including, without limitation, all privacy and consent laws.

(b) Company will use commercially reasonable efforts to provide the Services and will provide Customer access to an onboarding team. Such onboarding team shall assist users with the initial activation, installation, and deployment of the Platform.

(c) Company will also provide ongoing support to Customers via a maintained Company Customer support team.

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2. Fees and Expenses.

(a) The Customer shall pay the Company the then-applicable fees described in the checkout portal or as otherwise communicated in writing by Company, 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 the Company no later than sixty (60) days after the mailing date of the invoice.

(c) Overdue fees (not disputed in good faith) are subject to a finance charge of one percent (1%) each thirty (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 these Terms 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 on Company’s income.

(f) Trial Period and Automatic Conversion.
Each Customer shall be entitled to a ninety (90)-day free trial period (the “Trial Period”) for any Recording Licenses activated under these Terms. The Trial Period shall commence on the date the Customer completes the Rillavoice checkout portal, where Customer provides its information, selects the number of Recording Licenses for the free trial, and clicks “Schedule Payment.” Unless Customer provides written notice of cancellation to Company prior to the expiration of the Trial Period, the applicable Recording Licenses shall automatically convert to paid annual Recording Licenses effective on the day following the end of the Trial Period, and Customer shall be invoiced accordingly. For the avoidance of doubt, the scope, length, and billing structure of the Trial Period shall be as described in the checkout portal and incorporated herein by reference.

(g) Annual Term and Automatic Renewal.
Following automatic conversion from the Trial Period, each annual term for the Recording Licenses shall automatically renew for successive one-year terms at the then-current rate, unless Customer provides written notice of non-renewal to Company no less than thirty (30) days prior to the end of the then-current term. Written opt-out must be sent to neighborly@rilla.com.

(h) Additional Recording Licenses.
Customer may add additional Recording Licenses during the free trial or annual agreement. If Customer adds Recording Licenses during the free trial, such licenses will not be charged during the Trial Period; however, all Recording Licenses in the Customer’s account after automatic conversion will be billed unless previously canceled or otherwise notified by the Customer prior to conversion. Customer may also add additional Recording Licenses during the annual subscription term, and such licenses will be billed at the then-current rate upon the next billing cycle. A Recording License may be automatically activated through the Rilla Webapp or by written request from the Customer to Rilla.

3. Access and Use. ‍

(a) Subject to and conditioned on Customer's payment of fees and compliance with these Terms, 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.

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(b) Customer shall not use the Services for any purposes beyond the scope of the access granted herein. 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 these Terms; (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.

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4. Confidentiality.  

(a) Any information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) in connection with the business purpose of these Terms 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 these Terms, pricing, research, development or business plans, projections, customer 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.

(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 performing under these Terms. 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.

(c) Upon termination of these Terms, Company will return to Customer any Confidential Information, including Personal Data, as defined in the Agreement, in a format acceptable to Customer within ninety (90) days. If Company is unable to return Confidential Information, Company will provide Customer with a certificate of data destruction indicating that it has rendered the Confidential Information permanently inaccessible.

(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 these Terms.

(e) All terms, conditions, and pricing agreements under these Terms are confidential. Customer may not disclose preferred pricing, rebates, or any other related information hereunder to any other party.

(f) Data Access by Neighborly and ProTradeNet.
Customer acknowledges and agrees that Company may grant Neighborly and ProTradeNet access to data and recordings generated through Customer’s use of the Platform, including but not limited to usage metrics, performance data, and audio recordings, solely for legitimate business purposes such as program performance evaluation, and operational reporting. Company, Neighborly, and ProTradeNet shall each maintain commercially reasonable administrative, technical, and physical safeguards to protect all Customer data in accordance with applicable privacy and data protection laws.

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”).
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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.

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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 these Terms 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.

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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 these Terms, 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 these Terms.

(c) These Terms shall be governed by and construed in accordance with the laws of the State of Texas.

(d) These Terms contain the entire understanding of the parties concerning the subject matter herein and supersede any prior understandings or agreements, whether oral or written.

(e) If any part of these Terms is held to be unenforceable or invalid, the remaining provisions shall remain in full force and effect. By completing the checkout portal, Customer acknowledges that they have read, understood, and agreed to be bound by these Terms.

(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.