Terms of Use

For the purposes of these Terms of Use, the following capitalized terms have the meanings defined below: “Access Credentials” means the usernames, passwords and other credentials enabling access to the Services; “Affiliate” means: (i) in relation to a legal entity (a) any person directly or indirectly controlling such legal entity, (b) any person directly or indirectly controlled by such legal entity, or (c) any person under common control with such legal entity or (d) members of the corporate bodies of such persons; (ii) in relation to a person that is an individual, a person connected to such person; from time to time; “AI Systems” means machine learning and other artificial intelligence systems, tools, applications, algorithms and/or models; “Authorized Users” means any person authorized to access and use the Software and/or the Services by the Customer; “Business Day” means any day (other than a Saturday or Sunday) on which banks are open for general business in the Czech Republic and the United States; “Customer Data”means the data, works and materials in the Customer's calls, facsimiles, messages, voicemails, voice recordings, shared files, conferences, call meta-data, configuration data, or other communications uploaded, transmitted or stored through the Services, Platform and/or the Software; “Confidential Information” has the meaning set forth in Article 9.1; “Fee” means any fee to be paid by the Customer to the Provider hereunder; “Force Majeure” means an event the cause of which is beyond the reasonable control of the Party, such as wars, civil disturbances, natural disasters, pandemics, strikes or other disruptions of work, laws, ordinances, GDPR or decisions of governmental authorities, or delays or outages caused by an internet service provider or independent host; “Intellectual Property” means any and all intellectual property rights including, without limitation, patents, inventions, trademarks, service marks, trade names, copyrights, trade secrets, and know-how; “License” has the meaning set forth in Article 6.1; “Platform” means the platform managed by the Provider; “Services” has the meaning set out in Article 2; “Software” means software specified in the Work Order; “Source Code” means the uncompiled source code of the Software and Platform; “Work Order” has the meaning set forth in Article 3.1.

ScaleVoice provides AI-driven customer engagement and lead management services designed to optimize customer operations, streamline communications, increase appointment scheduling efficiency, and facilitate customer acquisition. Our solutions leverage advanced AI to automate lead processing, customer outreach, and appointment management across various channels, including but not limited to phone, SMS, and email. ScaleVoice integrates seamlessly with CRM, DMS, ERP systems, and third-party applications, ensuring smooth workflow integration and data synchronization. We focus on helping businesses enhance conversion rates and manage customer communications, while maintaining a high standard of data security and compliance with relevant regulations such as GDPR. A non-exhaustive description of the services is available on www.scalevoice.com. The Services may be further specified or limited in the Work Order.

3.1 The Customer may order Services from the Provider by entering into a Work Order with Provider in accordance with this Agreement. The Customer may place the Work Order by sending it in writing or via electronic means to the Provider. The Provider is not obliged to accept any received Work Order and reserves the right to reject all received Work Orders.

3.2 Each Work Order must contain at least the following details: (i) due specification of the Services; (ii) proposal for any deviations from these Terms of Use; (iii) any other information related to the Services and conditions for their provision.

3.3 The Work Order, as amended by the Parties, is accepted upon confirmation by the Provider and mutual execution by the Parties. If the Customer wishes to negotiate the terms of the Work Order, the Customer will inform the Provider about such a fact without undue delay after the receipt of the Work Order. Any amendments to the terms of the Work Order are subject to the Provider's written confirmation.

3.4 In the case of Customer, each Work Order may be signed by Customer or any of its Affiliates, provided Customer will remain jointly and severally liable for any and all actions or omissions of its Affiliates in connection with this Agreement.

4.1 The Provider shall provide the Services mainly by remote access (off-site). The Customer shall provide the Provider with all necessary cooperation for the provision of the Services via remote access.

4.2 The Provider shall operate the Software through its own technological means (including provision of all required environments as set out in the Work Order).

4.3 The Provider shall provide to the Customer the Access Credentials necessary to enable the Customer to access and use the Services. The Customer shall implement and maintain reasonable security measures relating to the Access Credentials to ensure that no unauthorized person or application may gain access to the Services by means of the Access Credentials.

4.4 The Provider may modify, enhance and/or replace features of the Services from time to time, with or without notice to the Customer, provided it will not materially reduce the key functions, features, and/or the security of the Services during the duration of the Agreement without obtaining Customer's pre-approval.

4.5 The Customer acknowledges and agrees that the standard functioning of the Services is dependent on the Customer maintaining adequate access to the Internet, the availability of an adequate power supply, and the use of correct equipment configuration. The Provider takes no responsibility and will not be liable for any disruption, interruption, or delay caused by any failure in any of these items or any other item over which the Provider has no control.

4.6 The Customer will be responsible for all communications and data, including those containing business information, account registration, account holder information, financial information, Customer Data, and all other data of any kind entered through the Services, Platform and/or the Software. Any and all communications and data transmitted via the Customer will be deemed to have been sent by the Customer. The Provider may terminate any of the Services and/or this Agreement if the Provider believes in its sole discretion that the Customer has breached its obligations contained in this Article 4.6.

4.7 The Customer will be responsible for ensuring that its use of the Services and Software complies with all applicable laws, including without limitation the CAN-SPAM Act, incorporation of processes for compliance with the National Do Not Call Registry and laws governing telemarketing. The Customer will be responsible and liable for any event where a person is contacted via the Software based on the Customer's command or input in violation of applicable laws.

4.8 The Provider may be required to suspend access and/or use of the Services to enable maintenance, upgrading, and improvements operations of the Software, Platform and/or Services, including in the event of an emergency. The Provider will endeavour to provide the Customer with advance notice where practicable and carry out such maintenance, where possible, outside of regular business hours.

4.9 The Software is deployed for use by the Customer on the cloud service of a third party provider (cloud solution) — the specification of the third party provider will be provided upon request. The Provider uses the third party provider for its various customers, i.e. as a multi-tenant solution (SaaS) (“Deployment Solution”).

5.1 The Customer will pay the fee to the Provider as specified in the Work Order (“Fee”).

5.2 Fees will be invoiced by Provider monthly in arrears. Customer shall pay the Fees as invoiced directly to the Provider's bank account specified by the Provider in the Work Order or via designated private plan on the Microsoft Azure Marketplace. All Fees herein are exclusive of sales and applicable taxes, levy, banking fees or similar third party payment provider fees, which shall be paid by Customer. If any undisputed amount is unpaid by more than 10 days past the due date, Customer may be subject to a finance charge payable to Provider at the lesser of 18% per annum or the maximum rate allowable per applicable law on all such past due amounts.

6.1 During the term of this Agreement and subject to the terms and conditions herein, Provider hereby grants to the Customer, a limited; non-exclusive; non-transferable and non-sublicensable right to access and use the Services solely for its own business purposes in the use of its sales operations (“License”). The Customer acknowledges that the Software consists of proprietary components and Intellectual Property of third parties (“Component Supplier” or “Component Suppliers”) that are not covered by the License (“Third-Party Components”). The Provider will provide a list of Third-Party Components to the Customer upon request.

7.1 The Customer undertakes to ensure that the Software and Platform will be used by the Customer and the Authorized Users only in a way that is expressly permitted herein.

7.2 The Customer undertakes to ensure that the Customer and the Authorized Users will not, inter alia:

• use, modify, reproduce, translate, distribute, combine, compile, refer to, link, publish, create derivative works of, communicate to the public or otherwise use the Services, Software, Platform, their content or the Third-Party Components in any way that is in violation of this Agreement and/or applicable legal regulations;
• circumvent, disrupt or interfere with any technological or security measures contained in the Services, Software or Platform;
• decompose, disintegrate or reverse engineer encrypted or unencrypted portions of the Source Code;
• directly or indirectly sublicense, resell, rent, distribute, offer, commercialize, or otherwise transfer any right to the Services or Software to third parties in violation of this Agreement;
• use the Services, Software or Platform to enable unauthorized access to any service, data, account or network of a third party;
• allow access to the Services, Software or Platform to or through unauthorized third-party applications;
• publicly disseminate Services information or analyses regarding the Software without the prior consent of the Provider;
• use the Services, Software or Platform to directly or indirectly develop a product which is in competition with the Software;
• use the name, logos or other trademarks used in connection with the Services, Software or its content without the Provider's prior consent;
• conduct or request any load testing or penetration testing on the Services, Platform or Services.

7.3 The Customer acknowledges and agrees that the Provider is entitled to use all Customer Data, materials, data and information that will be inserted by the Customer and its Authorized Users into the Software or Platform (“Content”) for all purposes that are necessary to ensure the proper functionality and use of the Software.

7.4 The Customer hereby grants to the Provider a non-exclusive, irrevocable, perpetual, worldwide and royalty-free licence to: (a) copy, store and transmit the Content; (b) edit, translate and create derivative works of the Content; and (c) distribute and publish the Content to the extent reasonably required for the performance of the obligations and the exercise of the rights of the Provider under this Agreement.

7.5 The Customer hereby grants to the Provider a non-exclusive, irrevocable, perpetual, worldwide and royalty-free licence to use the Content for the purposes of creating, generating, training, testing and verifying the AI Systems of the Provider and the Software.

7.6 The Customer hereby grants to the Provider a non-exclusive, irrevocable, perpetual, worldwide and royalty-free licence: (a) to use the Content to create aggregated datasets; and (b) insofar as the use of those aggregated datasets requires the permission of the Customer, to make unrestricted use of those aggregated datasets, including sub-licensing all or any of the rights therein to any third party or third parties.

7.7 Upon the request of the Provider, the Customer will obtain and grant to the Provider all authorizations that are required for the Provider to lawfully use the Content without undue delay.

7.8 The Customer is obliged to ensure that the Content uploaded to the Software or Platform (i) complies with all obligations set forth by applicable laws and (ii) will not violate the Intellectual Property rights or other rights of any person.

8.1 The Customer shall provide the Provider with any cooperation required for the discharge of the Provider's obligations hereunder.

8.2 The Software consists primarily of the Intellectual Property of the Provider; however, certain functionalities or parts implemented in the Software are provided by third parties, including but not limited to OpenAI OpCo, LLC and Microsoft and the Provider expressly disclaims any correctness, timeliness, completeness, or any other informative value of such third party software and services.

8.3 Except for the limited rights expressly provided herein, the Provider and its suppliers have and will retain all rights, title and interest in their Intellectual Property, including, but not limited to, Intellectual Property embodied within the Services, the Software, the Platform, the Source Code, the Third-Party Components, deliverables delivered as part of the Services, as well as any copies, modifications and derivative works thereof.

8.4 The Provider does not actively monitor the Content inserted by the Customer to the Software or Platform or in connection with use of the Services. The Customer and the Authorized Users will provide maximum cooperation and effort to prevent or reduce any possible damage while using the Services and Software, and in particular make regular backups of the Content and other data uploaded into the Software.

8.5 The services and providers provided under this Agreement are not exclusive, meaning that the Provider is entitled to provide the Services to any third party and to independently develop, use, sell or license documentation, products and/or services which are similar to those provided under the Agreement.

8.6 The Provider is entitled to interrupt, limit, restrict or suspend access to the Services, Software, Platform or parts thereof for the necessary period in case of (i) maintenance, repairs or modifications of the Software, (ii) a (presumed) breach of the Agreement and/or applicable laws and/or if it becomes necessary to implement measures or decisions issued by the applicable governing agencies.

8.7 The Customer shall comply with all applicable laws, regulations and regulatory requirements necessary to use and/or associated with use of the Services and operation of the Software for the purposes of the Customer's business activities.

9.1 Each Party shall keep confidential all information which it has gained in the course of entering into and performing this Agreement, which constitutes the content of this Agreement, and any information, materials, works of authorship, files or other documents which one Party discloses to the other Party or which otherwise arises out of the Services or the Agreement (“Confidential Information”).

9.2 Neither Party shall disclose Confidential Information to any third party and shall take such measures to prevent third parties from gaining access to Confidential Information. The preceding sentence does not apply to Confidential Information: (i) that was generally known at the time of its disclosure; (ii) that has become or will become generally known or available other than through a breach of the disclosing Party's obligations under this Agreement; (iii) which have been disclosed pursuant to a duty imposed by generally applicable laws or by a final court order or final decision by the public authorities; and (iv) for which the other Party has given its express written consent to disclosure.

10.1 Further details on the processing of personal data by the Provider are available at request. By entering into this Agreement, the Parties also agree to enter into the Data Processing Agreement (if required by law). The Data Processing Agreement forms an inseparable part hereof and governs the processing of personal data by the Provider, as a data processor, on behalf of the Customer, as a data controller, under the Agreement.

10.2 The Customer warrants to the Provider that it has the legal right to disclose all personal data that it does in fact disclose to the Provider under or in connection with this Agreement.

10.3 The Customer hereby authorizes the Provider to make the following transfers of Customer personal data: (a) the Provider may transfer the Customer personal data internally to its own employees, offices and facilities; (b) the Provider may transfer the Customer personal data to its third party processors and may permit its third party processors to make such transfers, providing that such transfers must be protected by any appropriate safeguards identified therein; and (c) the Provider may transfer the Customer personal data to a country, a territory or sector to the extent that the competent data protection authorities have decided that the country, territory or sector ensures an adequate level of protection for personal data.

10.4 Notwithstanding any other provision of this Agreement, the Provider may process the Customer personal data if and to the extent that the Provider is required to do so by applicable law.

11.1 The provider makes no representations or warranties of any kind, express or implied, with respect to the software, platform, the license, the services, the deliverables or any related materials, personal data, property or services provided hereunder and all such materials and services are provided on an “as is” and “as available” basis. The provider hereby also disclaims, to the maximum extent permitted by applicable laws, any and all warranties and guarantees, express or implied, including without limitation any implied warranties of merchantability, non-infringement or fitness for a particular purpose regarding its services hereunder. The provider does not guarantee (i) any specific business outputs and/or business improvements to be achieved by the customer by using the software or (ii) compliance of the software outputs with applicable legal regulations.

11.2 The Customer expressly agrees to use the Services and Software for its own business purposes and undertakes the corresponding business risks associated therewith and assumes sole responsibility for results obtained from the use of the Services and for conclusions drawn from such use. The Customer acknowledges that complex software is never wholly free from defects, errors and bugs and that complex software is never entirely free from security vulnerabilities.

11.3 The provider and its affiliates shall have no liability, whether in contract, tort (including negligence) or other legal liability, for: (i) the accuracy of the data contained in and/or processed by the software; (ii) any unauthorized use of the services, software or platform by third parties; (iii) parts of the software or related services that are provided by third parties; (iv) any inaccessibility or other restriction of the use of the software caused by failures of the internet network; (v) any indirect, special, exemplary, punitive or consequential damages; (vi) any damage, injury, loss of income, profits, revenue, anticipated savings, production, damage to reputation, data, goodwill or business opportunities; (vii) the availability of the software, nor any loss of the content or data; (viii) any damage caused by the interruption of the operation of the software. Any claim or cause of action resulting from customer's use of the services must be provided officially in writing to the provider within one (1) year after the claim or cause of action has arisen or it shall be deemed waived by the customer.

11.4 In no event shall the total liability of the provider or its affiliates with respect to any claims brought by the customer hereunder exceed the aggregate amount of fees actually paid by the customer to the provider pursuant to the agreement during the three months prior to the claim giving rise to such damages.

11.5 The Customer shall fully indemnify and hold the Provider, its management, employees, representatives, and Affiliates, harmless from any and all liabilities, damages, business interruptions, delays, losses, penalties, claims, judgments of any kind whatsoever, including, all costs, attorneys' fees, and expenses incidental thereto, which may be suffered by, or charged to the Provider in connection with or on the basis of breach of these Terms of Use by the Customer.

11.6 The Customer hereby waives, to the maximum extent permissible by applicable laws, its right (i) to assert any recourse claims against the Provider or its Affiliates which arise based on a third-party asserting claim against the Customer in connection with the Customer's use of the Software and (ii) to assert any claims against the Provider or its Affiliates in connection with the Content, scope or quality of the Software.

11.7 The Customer represents that Customer, its Affiliates and Authorized Users are not on any of the lists issued or maintained by a sanctions authority designating or identifying individuals or entities that are subject to sanctions (“Sanctions Lists”). The Provider is entitled to suspend or terminate the Services and/or this Agreement immediately and without notice or liability whatsoever if Customer its Affiliates or Authorized Users are placed on any Sanctions List.

12.1 These Terms of Use come into force on the Effective Date of the Work Order. These Terms of Use will continue to be effective until the expiration of the last Work Order, unless the Agreement terminated earlier in accordance with the terms herein.

12.2 The Agreement ceases to exist upon: (i) mutual agreement of the Parties; or (ii) the termination of the Agreement by one the Parties upon written notice to the other Party as permitted in Sections 12.3 and 12.4 below.

12.3 The Provider is entitled to terminate the Agreement effective immediately upon written notice to the Customer if the Customer fails to pay the Fee on the due date for payment and remains in default fifteen (15) days after being notified to make such payment.

12.4 Both Parties are entitled to terminate the Agreement without any reason via a 1-month written notice delivered to the other Party. The notice period commences on the first day of the calendar month following the month in which the termination notice was delivered to the other Party.

12.5 Termination of the Agreement is without prejudice to the Provider's right to receive the respective Fee in full through the effective date of termination. Any form of termination of the Agreement under applicable laws is also without prejudice to any of the accrued rights and liabilities of the Parties existing at the date thereof.

12.6 In the event of the termination of the Agreement, the Provider will suspend the Customer's access to the Software.

12.7 Notwithstanding any cancellation, expiry or termination of the Agreement, Article 11 (Liability), this Article 12.7 and the provisions of these Terms of Use relating to confidentiality, liability, compensation for damages, governing law and jurisdiction shall continue to apply without time limits.

13.1 In the event that the terms of these Terms of Use and the terms of a Work Order conflict, the terms of the Work Order shall prevail. Should any provision of the Terms of Use be or become invalid or ineffective, such invalid or ineffective provision will be replaced by a provision that comes as close as possible to the meaning of the invalid or ineffective provision.

13.2 Any changes or amendments to the Work Order must be made in writing and executed by the Parties. The Provider may unilaterally amend or supplement these Terms of Use within a reasonable extent if in its sole discretion, a reasonable need to do so arises over time. The effective date of the new Terms of Use must be notified to the Customer by the Provider no later than fifteen (15) calendar days prior to the effective date.

13.3 The Provider may at any time assign, transfer, encumber, subcontract or deal in any other manner with any or all of its rights and/or obligations under this Agreement. The Provider may subcontract any of its obligations under the Agreement including, without limitation, to its Affiliates.

13.4 The Customer shall not be entitled to assign, transfer, encumber, subcontract or deal in any other manner with any of its rights and/or obligations under this Agreement without the prior written consent of the Provider.

13.5 The Customer may not set off any of its obligations under this Agreement against any obligations of the Provider under this Agreement.

13.6 No failure or delay by Provider to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy.

13.7 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership, consortium or joint venture between any of the Parties, constitute any party the agent of another Party, or authorize any party to make or enter into any commitments for or on behalf of any other Party.

13.8 This Agreement constitutes the entire agreement between the Parties and contains all provisions concerning the subject matter of this Agreement. This Agreement supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between the Parties, whether written or oral, relating to its subject matter.

13.9 Each of the Parties waives its rights to a trial by jury of all claims or causes of action (including counterclaims) related to or arising out of this Agreement brought by either Party against the other.

13.10 This Agreement shall be governed in all respects by the laws of the State of Delaware without regard to its conflict of laws provisions. Any dispute, claim or controversy arising out of or relating to this Agreement shall be governed by Delaware law and the Parties agree that any such judicial proceeding shall be commenced exclusively in state or federal district court located in Delaware.