Master Service Agreement


PLEASE READ THE TERMS AND CONDITIONS OF THIS MASTER SERVICE AGREEMENT, TOGETHER WITH THE VOCA.AI PRIVACY POLICY (DEFINED BELOW) (TOGETHER, “AGREEMENT”) CAREFULLY BEFORE ACCESSING THE SOLUTION (DEFINED BELOW). THIS AGREEMENT CONSISTS OF THE TERMS AND CONDITIONS WHICH GOVERN YOUR (“YOU” OR “CUSTOMER”), ACCESS TO AND USE OF VOCA AI LTD.’S (“VOCA AI”, “WE”, “US”, OR “OUR”) SOLUTION AND CONSTITUTES A BINDING AGREEMENT BETWEEN YOU AND VOCA AI. BY CLICKING “I ACCEPT” BELOW OR BY ACCESSING OR USING THE SOLUTION IN ANY WAY OR MANNER, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO BIND SUCH ENTITY TO THIS AGREEMENT. IN ANY EVENT, REFERENCES HEREIN TO “YOU” MEANS YOU OR SUCH ENTITY (AS THE CASE MAY BE). IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU SHOULD NOT ACCESS OR USE THE SOLUTION.

We may unilaterally change or add to the terms of this Agreement at any time. In the event of a material change, We shall notify you via email or by means of a prominent notice on Our website. You should check Our website periodically and review changes to the Agreement at the following URL: www.voca.ai. By continuing to use the Solution following such modifications, You agree to be bound by such modifications.

  1. Definitions. For purposes of this Agreement the following capitalized terms shall have the following meaning:
    1. Intellectual Property Rights” means all worldwide, whether registered or not (a) patents, patent applications and patent rights; (b) rights associated with works of authorship, including copyrights, copyright applications, copyright restrictions, mask work rights, mask work applications and mask work registrations; (c) trademarks, trade names, service marks, logos, domain names, goodwill and trade dress; (d) rights relating to the protection of trade secrets and confidential information; (e) rights analogous to those set forth herein and any other proprietary rights relating to intangible property; and (f) divisions, continuations, renewals, reissues and extensions of the foregoing (as applicable) now existing or hereafter filed, issued, or acquired.
    2. Solution” means Voca AI’s proprietary artificial intelligence human voice assistants solution, including updates and upgrades that are generally made available for free by Voca AI to all of its customers, but will not include other software, solutions, platforms, services or new functionality without Voca AI’s prior written approval.
  2. License. Subject to the terms and conditions of this Agreement (including without limitation compliance with any payment obligations) and during the Term, Voca AI shall grant Customer a limited, non-exclusive, non-transferable and non-sublicensable right to use the Solution internally, for its intended purpose.
  3. Limitations on Use; Covenants. Customer shall not: (i) copy, reproduce, sell, license (or sub-license), lease, loan, assign, transfer, or pledge the Solution, or publicly perform, display or communicate, the Solution, or otherwise use the Software in a time-sharing, outsourcing, or service bureau environment or otherwise permit any third party to do any of the foregoing; (ii) modify, disassemble, decompile, reverse engineer, revise or create any derivative works of the Solution or attempt to access or discover its source code; (iii) ship, transfer, or export the Solution or use the Solution in any manner that is prohibited by law, including without limitation, to sell, distribute, download or export the Software: (a) into (or to a national or resident of) Cuba, Iran, Iraq, Libya, North Korea, Sudan, Lebanon or Syria, (b) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals, (c) to any country to which such export or re-export is restricted or prohibited, or as to which the U.S. or Israeli government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval, or (d) otherwise in violation of any export or import restrictions, laws or regulations of the U.S. or Israel or any foreign agency or authority. Customer agrees to the foregoing and warrants that it is not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list; (iv) contest Voca AI’s Intellectual Property Rights to the Voca AI IPR (as defined below); (v) remove or add any labels, notices or logos to the Solution, (vi) perform any act or be responsible to any omission that is illegal, including without limitation sending unsolicited communications or harassing any third party; (vii) use the Solution for any purpose other than as permitted by this Agreement; (viii) circumvent, disable or otherwise interfere with security-related or technical features or protocols of the Solution, such as features that restrict or monitor use of the Software; (ix) place the Solution onto a server so that it is accessible via a public network or use the Solution for service bureau purposes; or (x) cause or permit any third party to do any of the foregoing.
  4. Warranties and Representations. Each party warrants and represents to the other party that it has the full corporate power and authority required to enter into this Agreement and to carry out its undertakings and obligations hereunder. Customer warrants and represents that it has obtained, and will retain throughout the Term, all consents, permits and approvals required for: (i) all communications, including automated calls, made by Customer or the Solution; and (ii) collecting, processing and transferring to Voca AI all personal information processed and provided herein, including voice recordings, as further detailed in Voca AI’s Privacy Policy (as defined in Section 8 below).
  5. Ownership.Voca AI or its licensors (as applicable) own all right, title, and interest in and to the Solution, including without limitation any and all data, computer code, UI, design and structure, and all modifications, enhancements and derivatives thereof and all Intellectual Property Rights related thereto (“Voca AI IPR”). Customer acknowledges that, except for the limited license to the Solution set forth in Section 2 above, Customer did not and shall not acquire any rights in any part of the Voca AI IPR.
  6. Fees.
    1. Customer shall pay Voca AI all of the fees set out in Your user account designated by Voca AI (“Designated Account”). Any invoice shall be paid within thirty (30) days after the date of the invoice. The Fees are non-refundable. All payments not made when due shall bear interest at the rate of 1.5% per month, or at the highest interest rate allowed by law, whichever is less, from the due date until paid. In addition, and without derogating from any other right Voca AI has under law or contract, in the event the Customer fails to make any payment when due, it shall constitute sufficient cause for Voca AI to immediately suspend its performance and grant of rights under this Agreement.
    2. Except as expressly provided in this Agreement, each party shall bear its own costs and expenses incurred in the course of its performance of this Agreement. All amounts due to Voca AI under this Agreement shall be made to Voca AI, free and clear from any withholdings and/or deductions of any amounts, including without limitations of any bank fees, taxes (including VAT), duties or levies whatsoever. All payments are exclusive of all charges, taxes and levies of any nature, all of which shall be borne solely by Customer.
  7. Disclaimer.
    1. NOTWITHSTANDING ANY OTHER PROVISION TO THE CONTRARY, THE SOLUTION AND ANY SERVICES PROVIDED HEREUNDER ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND. VOCA AI DOES NOT PROVIDE ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, RELIABILITY, TIMELINESS AND/OR ACCURACY.
    2. VOCA AI DOES NOT WARRANT THAT THE SOLUTION WILL BE UNINTERRUPTED OR ERROR-FREE AND DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOLUTION.
  8. Confidential Information and Privacy. You may have access to certain non-public or proprietary information or materials of Voca AI whether in tangible or intangible form (“Confidential Information”). You shall use the Confidential Information solely for the purpose of performing Your obligations and/or exercising Your rights under this Agreement and You shall not disclose or make available the Confidential Information to any third party, except to Your employees that have a need to know such information and that are bound by obligations at least as protective as provided herein. You shall take measures at a level at least as protective as those taken to protect Your own confidential information of like nature (but in no event less than a reasonable level) to protect the Confidential Information. You will promptly notify Voca AI in writing in the event of any actual or suspected unauthorized use or disclosure of any Confidential Information. Voca AI shall collect and process Customer personal information as described in the Voca AI privacy policy, as may be amended from time to time by Voca AI (“Privacy Policy”).
  9. Limitation of Liability. EXCEPT FOR BREACH OF CONFIDENTIALITY OR MISAPPROPRIATION OF VOCA AI’S INTELLECTUAL PROPERTY RIGHTS, UNDER NO CIRCUMSTANCES WILL EITHER PARTY OR ITS AFFILIATES, SHAREHOLDERS, DIRECTORS, AGENTS, EMPLOYEES, LICENSORS OR SUPPLIERS (“AFFILIATE”) BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY, FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS IN CONNECTION WITH THIS AGREEMENT AND/OR THE SOLUTION EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. VOCA AI’S AND ITS AFFILIATES’ AGGREGATE LIABILITY IN CONNECTION WITH THIS AGREEMENT, THE SOLUTION OR OTHERWISE SHALL NOT EXCEED THE PAYMENTS MADE TO VOCA AI BY CUSTOMER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT THAT GAVE RISE TO SUCH CLAIM.
  10. Term and Termination.
    1. Unless earlier terminated pursuant to Section 10.2 below, the term of the Agreement shall be as set forth in the Designated Account (“Term”).
    2. We may terminate this Agreement by notice to You: (i) immediately if You breach the Agreement; (ii) by delivering written notice to You upon the occurrence of any of the following events: (a) a receiver is appointed for You or Your property; (b) You make a general assignment for the benefit of Your creditors; (c) You commence, or has commenced against it, proceedings under any bankruptcy, insolvency or debtor’s relief law; or (d) You are liquidated or dissolved.
    3. Upon expiration or termination of this Agreement for any reason: (i) all of Customer’s rights and licenses hereunder shall immediately terminate and Customer shall immediately cease using the Solution and delete it from all media; (ii) Customer shall promptly erase/delete or return to Voca AI, at Voca AI’s election, all of Voca AI’s Confidential Information and Voca AI IPR held or controlled by it in any form or media; and (iii) Customer shall discharge in full all due sums owed to Voca AI under this Agreement, which sums shall become immediately due and payable on the date of termination of the Agreement The following Sections shall survive termination/expiration hereof: 1 and 3-11.
  11. General.
    1. Waiver; Remedies. Failure of a party to insist upon the performance by the other party of any term hereof shall not be deemed a waiver of the rights of the first-mentioned party with respect thereto. All waivers must be in writing.
    2. Notices. All notices and other communications required or desired to be communicated by one party to the other shall be in writing and shall be deemed delivered immediately when sent by email (with written confirmation of receipt), or delivered by hand or five (5) days after mailing by registered mail to the respective addresses set forth at the head of the Agreement. Provided, however, that any notice of change of address shall be effective only upon receipt.
    3. Assignment. You shall not assign, or otherwise transfer Your rights or obligations under this Agreement without Our prior, express, written approval. Any attempted assignment in derogation hereof shall be null and void. We may assign freely this Agreement in whole or in part without Your consent.
    4. Relationship of the Parties. The relationship established between the parties by this Agreement is solely that of independent contractors. Neither party shall be deemed to be an agent or legal representative of the other party and no employee of either party shall be considered to be an employee of the other party for any purposes whatsoever. Neither party shall be liable for any expenses incurred by the other party which arise out of or in connection with the Agreement.
    5. Entire Agreement. This Agreement and the Privacy Policy, including the Exhibits and POs hereto, sets forth the entire agreement and understanding between the parties hereto with respect to the subject matter hereof, and supersedes all prior discussions, agreements, representations and understandings between them.
    6. Governing Law and Jurisdiction. This Agreement and any action related thereto shall be governed, controlled, interpreted and defined by and under the laws of the State of Israel. The exclusive jurisdiction and venue of any action with respect to the subject matter of this Agreement shall be the competent courts of Tel Aviv, Israel and each of the parties hereto submits itself to the exclusive jurisdiction and venue of such courts for the purpose of any such action. The United Nations Convention for the International Sale of Goods is expressly excluded from this Agreement.
    7. Severability. Any provision of this Agreement prohibited by, or unenforceable under applicable law shall be ineffective to the extent of such prohibition and shall be replaced by an enforceable provision to the same or the nearest possible equivalent effect. Notwithstanding the foregoing, the other provisions hereof shall continue in effect unless the ineffectiveness of any provision shall substantially affect the consideration received by either party hereunder.
    8. Force Majeure. With the exception of payment obligations, neither party shall be liable to the other for delays or failures in performance resulting from causes beyond the reasonable control of that party, including, but not limited to, acts of God, labor disputes or disturbances, material shortages or rationing, riots, acts of war, governmental regulations, communication or utility failures, or casualties.
    9. Aggregate Data. Notwithstanding anything to the contrary, Voca AI may use, retain and transfer aggregate data in respect of the use of the Solution and the recordings for any purpose and without any restrictions or payment obligations.
    10. No Third Party Beneficiaries. No provisions of this Agreement are intended or shall be construed to confer upon or give to any person or entity other than Customer and Voca AI any rights, remedies or other benefits under or by reason of this Agreement.
    11. Name and Logo. Voca AI may use Your name and logo on its website and in its promotional materials.

If You have any further questions or require further clarification, please contact us by sending an e-mail to:
hi-voca@voca.ai