Terms and Conditions
Last updated on: December 18th, 2024
These SoSha Terms and Conditions (“Terms”) govern access to and use of the SpeechifAI Inc. (dba: SoSha) (“SpeechifAI,” “we” or “us”) paid services (collectively, the “Company”) by individuals or entities who purchase services (“Services”) and their Authorized Users (collectively, “Customer”). Through the Services, SpeechifAI grants customer a limited, non- transferable, non-sublicensable license to use its proprietary tech platform for the term and specific service deliverables specified in the invoice (“Invoice”) for the services.
The SpeechifAI platform is a proprietary mobile friendly web application that allows customer to upload assets (images, hashtags, links, videos, captions) onto a sharing page, that their users /community members can use to create and share social posts on their preferred social media platforms.
By paying the invoice, you as a Customer accept these Terms (whether on behalf of yourself or a legal entity you represent) and hereby enter a SaaS Services agreement (“Agreement”) with SpeechifAI Inc. An “Authorized User” of a Customer is each an individual natural person, whether an employee, business partner, contractor, or agent of a Customer who is registered or permitted by Customer to use the SpeechifAI Services subject to these Terms and up to any maximum number of users or uses specified at the time of purchase.
TERMS AND CONDITIONS
1. SAAS SERVICES AND SUPPORT
1.1 Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer with the Services in accordance with the provisions of this Agreement and Company’s standard published policies then in effect (the “Policy”). In the event of any inconsistency between the terms of this Agreement and the Company’s Policy, the terms of this Agreement shall control.
1.2 Subject to the terms hereof, Company will provide Customer with reasonable technical support services.
2. RIGHT TO USE
2.1 During the Term and subject to the terms and conditions of this Agreement, Company hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable right to use the Company’s services as further described in the Invoice Order Form (the “Services”).
2.2. Each party shall designate a contact person who shall oversee and facilitate the implementation of this Agreement and act as liaison between the parties.
3. RESTRICTIONS AND RESPONSIBILITIES
3.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services). With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Service Term set forth on the Order Form (the “Term”) only in connection with the Services.
3.2 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with the Policy and all applicable laws and regulations. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
3.3 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
3.4 Each party shall, at all times during the Term:
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perform its obligations hereunder in accordance with the terms and conditions herein;
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comply with all international, federal, state, municipal and local laws and regulations applicable to its performance hereunder;
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conduct its business in a manner that will reflect favorably on the Company’s Services and on the good name and reputation of both Company and Customer;
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not by itself or with others engage or participate in any illegal, deceptive, misleading or unethical practices including, but not limited to a practice which may result in the disparagement of the Company’s services or of Company or engage or participate in other practices which may be detrimental to the Company services, to Company or to the public interest;
3.5 Customer shall not, at all times during the Term:
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take any action which could be reasonably foreseen to cause a material and adverse effect upon the quality and functionality of the Company’s services;
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assign, subcontract, or otherwise dispose of any of its rights or obligations under this Agreement except as expressly permitted hereunder or with Company’s prior written consent;
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refer to Company whether orally or in writing, as the provider of the Company Services, in its marketing, sales contracts or other materials without Company’s prior written consent.
4. CONFIDENTIALITY
4.1 For purposes of this Agreement, “Confidential Information” refers to any and all proprietary or non-public information of a party, its affiliates, suppliers, including, without limitation, the terms of this Agreement, marketing plans, promotional methods, systems, processes, source codes, providers, products, product plans or roll-outs, sales, costs, profits and other unpublished financial information, and any other similar information not generally available to the public.
4.2 Each party hereby agrees that it shall not use the other party’s Confidential Information except as necessary to perform its obligations hereunder, and shall protect the other party’s Confidential Information from unauthorized use and disclosure using the same degree of care that it uses to protect its own information of a similar nature, but not less than a reasonable degree of care. Each party shall only disclose the other party’s Confidential Information to those of employees or agents who require access to the Confidential Information to perform such party’s obligations hereunder, and all such employees and agents shall be bound, in writing, to maintain the confidentiality of such Confidential Information.
4.3 Information shall not be deemed to be Confidential Information if, and only to the extent that, such information: (i) is publicly known; (ii) is already known by, or in the possession of the non-disclosing party; (iii) is independently developed by the non-disclosing party; or (iv) is rightfully obtained by the non-disclosing party from a source other than the disclosing party. If a party is required, by law, regulation, or court order, to disclose the other party’s Confidential Information, such disclosure is permitted hereunder to the extent legally required, provided that the party being required to disclose the other party’s Confidential Information has given such other party all reasonably practicable prior notice to enable it to seek a protective order prior to such disclosure.
4.4 The obligations of confidentiality and restrictions against disclosure set forth in this Section 4 shall survive termination or cancellation of this Agreement.
5. PROPRIETARY RIGHTS
5.1. Customer shall own all right, title and interest in and to the data and information Customer processes through the Service (“Customer Data”). Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.
5.2. Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
6. PAYMENT OF FEES
6.1 Customer will pay Company the then applicable fees described in the Order Form for the Services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the Service Capacity set forth in the Invoice or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit.
6.2 As part of this agreement, Company chooses to bill through an electronic invoice. Full payment for invoices must be received by Company within no later than thirty (30) days of the invoice date. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Company’s net income.
6.3. If payment against any invoice is not received within sixty (60) days of the invoice date, Company may, without prejudice to Company’s other rights and remedies under this Agreement and otherwise, charge Customer interest on the unpaid sum on a day-to-day basis from the due date to the date of payment (both dates inclusive) at the rate of one and one half (1.5%) percent per month.
6.4. Upon expiration or termination of this Agreement for any reason, all outstanding unpaid invoices issued by Company to Customer shall become immediately due and payable.
6.5. Fees shall remain firm for the Service Term.
7. TERM AND TERMINATION
7.1 Subject to earlier termination as provided below, this Agreement is for the Service Term as specified in the Order Form. This Agreement shall not automatically renew. Customer and Company reserve the right to negotiate a new agreement before the expiration of the current Term.
7.2 In addition to any other remedies it may have, either party may terminate this Agreement on fifteen (15) days’ notice (or without notice in the case of nonpayment) to the other if the other party fails to perform any material obligation hereunder or otherwise commits a material or persistent breach or violation of a provision of this Agreement and, in the case of a breach capable of being remedied, shall have failed to remedy such breach or violation within ten (10) business days following receipt of notice specifying the nature of the breach or violation. In case of early termination of this Agreement because of Company’s breach of the terms herein, Customer will pay in full for the Services up to and including the last day on which the Services are provided.
7.3 Once made, any Payment shall not be refunded or refundable to Customer for any reason except as may be required pursuant to section 7.2. Notwithstanding the foregoing, in case of clerical error with respect to any payment made under the Agreement, the Parties agree to remedy any such error through proper payment adjustments.
7.4 Upon any termination, Company will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, upon written request from Customer. Thereafter, Company may delete stored Customer Data upon a written request from the Customer to do so.
7.5 All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
8. WARRANTY AND DISCLAIMER
Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
9. INDEMNIFICATION; LIMITATION OF LIABILITY
9.1 Customer hereby agrees to indemnify and hold harmless Company against any any and all losses, damages, costs, judgments, liabilities, and expenses (including reasonable attorneys’ fees court costs, and disbursements and costs of investigation, litigation, settlement, judgment, interest, fines and penalties) (collectively, “Losses”) in arising from or relating to any third party claims, demands, or proceedings (a “Claim”) that arises from (a) an actual or alleged violation of the Policy, (b) an actual or alleged violation by Customer of any applicable laws; (c) the provision of Customer Data to Company in violation of actual law; or (d) otherwise from Customer’s use of Services.
9.2 Company will defend, indemnify and hold Customer harmless from and against any and all Losses arising out of or relating to any Claim asserting that the Software, Services, or the use thereof (as permitted under this Agreement) infringes or misappropriates any third party’s United States Intellectual Property Rights. If any such claim of infringement has occurred or in Company’s opinion is likely to occur, then Company may, at its option and expense: (a) use commercially reasonable efforts to procure for Customer the right to use the infringing Software or Services; (b) replace or modify the infringing portion of the Software or Services so that it is no longer subject to any infringement claim, or, (c) if the foregoing, in Company’s reasonable determination, is not practicable, Company shall so notify Customer of such determination and Customer shall have the right to immediately terminate this Agreement. Company shall have no obligation under this Section 9.2 to indemnify or defend Customer against a lawsuit or claim of infringement to the extent any such claim or lawsuit results from: (x) other material which is combined with or incorporated into the Software or Services; (y) any substantial changes or alterations to the information provided as part of the Software or Services by Customer; or (z) any misuse or unauthorized use of the Software or Services which, but for Customer’s misuse or unauthorized use of the Software or Services, such claim would not have occurred.
9.3 NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR (A) BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. FORCE MAJEURE
Neither party shall be liable for failing to perform any of its obligations under this Agreement due to circumstances beyond its reasonable control including a natural disaster, actions or decrees of governmental bodies, communications line failure or system malfunctions (hereinafter referred to as a “Force Majeure Event”), provided that the party who has been so affected shall give notice immediately to the other party and shall resume performance as quickly as practicable. In the event a party fails to meet due dates or response intervals resulting from a Force Majeure Event, such due dates or response deadlines shall be extended for a reasonable period.
11. MISCELLANEOUS
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of Delaware without regard to its conflict of laws provisions.
EXHIBIT A
Service Level Agreement (SLA)
This Agreement represents a Service Level Agreement (“SLA” or “Agreement”) between the Company and the Customer for the provisioning of support required to set up and maintain the Service. Company’s repeated failure to meet the terms of the SLA shall constitute a breach of the Agreement. For the avoidance of doubt, a repeated failure shall mean failures in three consecutive months or four months out of any six month period.
This Agreement remains valid, until it a) is superseded by a revised agreement mutually endorsed by the Customer and Company, or b) expires at the end of the current service term.
Periodic Review
This Agreement should be reviewed at a minimum once per every 6 months; however, in lieu of a review during any period specified, the current Agreement will remain in effect.
Company is responsible for facilitating regular reviews of this document. Contents of this document may be amended as required, provided mutual agreement is obtained from the Customer. The Company will incorporate all subsequent revisions and obtain mutual agreements / approvals as required.
Technical support
Coverage parameters specific to the service(s) covered in this Agreement (“Support Hours”) are as follows:
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Telephone support : 8:00 A.M. to 6:00 P.M. ET Monday – Friday, with the exclusion of US Federal Holidays.
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Email support: 8:00 A.M. to 6:00 P.M. Monday – Friday, with the exclusion of US Federal Holidays
Customer may initiate a helpdesk ticket during Support Hours by calling +1 646 248 5975 or any time by emailing [email protected].
Company will provide emergency maintenance and support services for those failures or nonconformities which impair the Customer from normal use of the Services. Customer will notify the Company via the designated contact methods described below when such an occurrence arises. As soon as possible after receiving a request for emergency maintenance and support services, Company will notify the Customer of the planned methodology, resources and timeframe to correct such failures or nonconformities.
For requests for emergency maintenance and support services that the customer deems may fall within the Priority 0 or Priority 1 levels defined below, customer can submit a support ticket through company’s emergency online support portal, which is staffed twenty-four (24) hours a day, seven (7) days a week by our support team (contact details will be provided at start of service term).
Incident management
Company will manage helpdesk tickets according to the following procedure:
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Customer reports incident via email, or telephone;
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Depending on the priority level, the incident is assigned to the appropriate staff member for support;
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The incident is handled based on the priority level as stipulated below.
Company works with the Customer to ensure the reported technical issue is appropriately prioritized. Company bases its response time and the actions it takes to solve the problem on an assessment of the impact that the reported technical issue has on the Customer’s business. The more serious the business impact, the higher the assigned priority. Accurately prioritizing the Customer’s technical issue is critical to the success of this agreement. It is commonly understood between the parties that the customer will determine the service request priority, and when a request is submitted as a high priority issue, a designated contact on the Customer’s side will be available to work with the Company’s support team, while they resolve the issue.
The following guidelines will assist the Customer and the Company in determining the appropriate priority level.
Priority level: Critical (Priority 0)
Definition: The problem results in extremely serious interruptions to the Services and has affected, or could affect, the entire user community. Tasks that should be executed immediately cannot be executed because of a complete freeze in the performance of the Services, or by interruptions in the main functions of the Services. The problem requires immediate processing, as the problem can result in financial losses for the Customer.
Response time: Less than 60 minutes
Resolution Time: Less than 60 minutes
Priority level: Urgent (Priority 1)
Definition: The problem results in serious interruptions to normal operations. On the platform, important tasks cannot be performed, but the error does not impair essential operations. Services can still continue in a restricted manner. The problem requires timely processing, as the malfunction could cause serious interruptions to critical processes or negatively impact business decisions.
Response time: Less than 4 hours
Resolution Time: 2 business days
Priority level: Important (Priority 2)
Definition: The problem causes interruptions in normal operations. It does not prevent operation of the platform, or else there is minor degradation in performance. The error is attributed to malfunctioning or incorrect behavior of the platform. The issue will disrupt important business processes for less than a substantial number of Users. No commercially reasonable workaround is available.
Response time: Less than 24 hours
Resolution Time: 4 business days
Priority level: Routine (Priority 3)
Definition: The problem causes disruption of important business processes where a workaround is available or functionality is not imperative to customer’s business operations. The disruption does not have a significant impact on the Customer’s business operations, but may impair nonessential functions of the Services or adversely affect the use of the Services.
Response time: Less than 48 hours
Resolution Time: N/A (resolution not guaranteed)
Availability of platform
Company shall use reasonable efforts to make company’s platform available to users 24 hours / day, 7 days / week, 365 days / year (366 days in the case of a leap year), excluding any scheduled maintenance.
Scheduled maintenance
Company will announce planned maintenance to Customer with an advance notice of 7 business days. Planned maintenance will be scheduled between midnight and 8am Eastern Time.