Fulfillment Policy

Last updated: March 20, 2024

Definitions

For the purposes of these Terms and Conditions:

• Confidential Information includes all information provided hereunder by one Party (“Disclosing Party”) to the other (“Receiving Party”) that is labeled as confidential or proprietary, or which a reasonable person should know is confidential or proprietary given the nature of the information or circumstances of disclosure, as well as this Agreement and all Data provided or otherwise made available under this Agreement. Confidential Information shall not include information that, at the time of disclosure and as established by documentary evidence: (i) is publicly available or in the public domain at the time disclosed; (ii) is or becomes publicly available or enters the public domain through no fault of the Receiving Party; (iii) is rightfully communicated to the Receiving Party by persons not bound by confidentiality obligations with respect thereto; (iv) is already in the Receiving Party’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (v) is independently developed by the Receiving Party; or (vi) is approved for release or disclosure by the Disclosing Party without restriction.

• Content means the voicemail scripts, voice samples, templates, or other information or content provided by Customer to RelayVoice in connection with a Campaign, but excluding Data.

• Company (referred to as either "the Company", "We", "Us" or "Our" in this Agreement) refers to DemTEC, Inc. DBA RelayVoice, 1209 Orange Street, Corporation Trust Center.

• Data means the donor, constituent, and other data that is provided to RelayVoice by Customer in connection with a Campaign in accordance with the delivery method agreed to by the Parties. For the avoidance of doubt, Data includes Recipient Lists.

• Recipient List means the list of donors, constituents, and/or other recipients provided by Customer to RelayVoice for a specific Campaign.

• RelayVoice IP means all: (i) Pre-Existing Property; (ii) RelayVoice Confidential Information and Insights; (iii) software, methodologies, tools, compilers, specifications, concepts, techniques, documentation and/or data (other than the Data) utilized by RelayVoice in the performance of Services, which has been created, originated, acquired, obtained or developed by RelayVoice, its affiliates or by third parties either prior to the commencement of Services or outside of the scope of the Services; (iv) any and all additions, enhancements, improvements or other modifications to any of the foregoing listed in (i) through (iii) (whether or not made during the performance of the Services); and (v) all intellectual property rights in connection with all of the foregoing listed in (i) through (iv).

• Work Product means the smart voicemails and voice replication models created by RelayVoice under this Agreement.

• You or Customer means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.

Termination

• Term. This Agreement shall commence on the Effective Date and shall remain in effect until the earlier to occur of (a) the expiration of the subscription period set forth on Exhibit A (“Initial Term”); or (b) termination in accordance with Section 3(b). Upon expiration of the Initial Term, this Agreement will automatically renew for successive periods equal to the Initial Term (each, a “Renewal Term”), unless and until either Party provides the other Party written notice of its intent not to renew the Agreement. The Initial Term and any Renewal Terms are collectively referred to herein as the “Term”.
• Termination. This Agreement may be terminated immediately in the event the other Party is in material breach or default thereunder and fails to cure such breach or default within ten (10) days of written notice from the other Party specifying the nature of such breach or default. Either Party may terminate this Agreement if the other Party becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, liquidation or receivership, which is not dismissed within sixty (60) days. Customer may terminate this Agreement for any or no reason at any time upon written notice to RelayVoice.
• Survival of Obligations. Any provision of this Agreement which contemplates performance or observance subsequent to any termination or expiration of this Agreement, including, without limitation, all provisions with respect to confidentiality, limitation on liabilities, and indemnification, shall survive any termination or expiration of this Agreement and continue in full force and effect.

Services

RelayVoice agrees to create and implement Campaigns in accordance with this Agreement. Prior to implementing a Campaign, Customer will deliver to RelayVoice certain Content as required by RelayVoice for use in the creation of the Campaign. Subject to the terms of this Agreement, Customer will have final decision authority on all matters concerning the script, performance, content, sound, and delivery (including Recipient List) of the Campaigns produced under this Agreement. RelayVoice shall not be liable for any delay in performance of the Services hereunder due to any delay by Customer to provide the necessary Content or to review or approve any Campaign voicemails or other elements or materials, or any delay, action, or omission of third parties, including but not limited to third-party voicemail delivery services.

Warranties

• By RelayVoice. RelayVoice represents and warrants that it will provide the Services and perform its other obligations under this Agreement in a professional and workmanlike manner substantially consistent with general industry standards and provide the Services in compliance with all applicable laws, statutes, and regulations related to RelayVoice’s performance of its obligations hereunder. Except as expressly provided in this section 6(a), RelayVoice provides the services, work product on an “as is” basis and does not make any representation or warranty of any kind, whether such warranty be statutory, express or implied, including any warranty of merchantability, title, non-infringement, data accuracy, quiet enjoyment or fitness for a particular purpose or any warranty from course of dealing or usage of trade. RelayVoice does not warrant that any or all work product will be secure or error-free.
• By Customer. Customer warrants that during the Term (a) it is the sole and exclusive owner of the Customer IP or is the authorized representative of the applicable owner(s) of such Customer IP; (b) Customer IP will not contain any matter which violates any applicable law or regulation and, if released or distributed, will not defame, violate the intellectual property rights, right of privacy or publicity, or other personal or property interests of any third party; and (c) Customer has obtained valid consents and releases necessary for RelayVoice to use the Customer IP as contemplated herein and in accordance with applicable laws, rules, and regulations.

Fees/Payment

• Fees. The fees for the Services are determined between Customer and Compnay before time of payment (“Fees”). All amounts are due in advance. All payment obligations are non-cancelable and all amounts paid are non-refundable. RelayVoice reserves the right to change the Fees for any Renewal Term.
• Refunds. There are no refunds for services rendered.
• Payment. Customer must provide RelayVoice with a valid credit card (including proper billing information). By submitting such information, Customer authorizes RelayVoice to collect the Fees and charge Customer’s credit card on a recurring basis as determined between Customer and Company (“Subscription Period”). RelayVoice agrees that no additional authorizations are needed for any such charges and any authorization will remain valid until thirty (30) days after Customer terminates RelayVoice’s authority to charge the payment method. Customer agrees to advise and notify RelayVoice of any changes to Customer’s payment method, such as credit card account number or expiration date changes. Customer acknowledges that RelayVoice currently uses Stripe Inc. (“Stripe”) as a third party service provider for payment services (e.g., credit card transaction processing, merchant settlement, and related services). Customer agrees to be bound by Stripe’s US Terms of Service available at https://stripe.com/us/legal and Privacy Policy available at https://stripe.com/us/privacy. Customer hereby consents to provide and authorize RelayVoice and Stripe to share any information and payment instructions Customer provides to the extent required to complete the payment transactions in accordance with the Agreement, including personal, financial, credit card payment, and transaction information. If RelayVoice changes its third party service provider, RelayVoice will notify Customer and the parties will mutually agree upon a payment method for future transactions.
• Late Payments. If the credit card or other payment method is declined or fails for any reason, RelayVoice will use reasonable efforts to contact Customer and advise Customer of the failed billing attempts. In such event and without limiting its rights or remedies, RelayVoice may terminate or suspend Customer’s subscription and continue to attempt to charge Customer’s credit card for any outstanding charges and additional fees. Any amounts not paid within thirty (30) days of receipt of invoice shall accrue interest at a rate of one percent (1%) per month or the maximum lawful rate, whichever is less.
• Taxes. RelayVoice’s fees are net of any applicable Sales Tax. If any Services under this Agreement are subject to Sales Tax in any jurisdiction, Customer will be responsible for payment of such Sales Tax, and any related penalties or interest and will indemnify RelayVoice for any liability or expense RelayVoice may incur in connection with such Sales Taxes. For purposes of this Agreement, "Sales Tax" will mean any sales or use tax, and any other tax measured by sales proceeds, that RelayVoice is permitted to pass to you that is (a) the functional equivalent of a sales tax and (b) the applicable taxing jurisdiction does not otherwise impose a sales or use tax. RelayVoice may automatically charge and withhold such taxes for orders to be delivered to addresses within any jurisdictions that it deems is required.

Contact Us

If you have any questions about this Fulfillment Policy, You can contact us:

• By email: info@relayvoice.com

• By visiting this page on our website: https://relayvoice.com/contact/