Enterprise standard form. This Master Services Agreement is Vosy's standard form for negotiated Enterprise subscriptions. It governs only when executed together with an Order Form that references it, and for those purchases it supersedes the click-through Terms of Service. Self-serve use of the Service is governed by the Terms of Service, not this Agreement. To discuss an Enterprise subscription, contact us.
This Master Services Agreement (this "Agreement") is entered into as of the effective date of the first Order Form referencing it (the "Effective Date") by and between Vosy LLC, a Nevada limited liability company with a notice address at 885 Tahoe Blvd STE C7, Incline Village, NV 89451 ("Vosy"), and the customer identified on the Order Form ("Customer"). Vosy and Customer are each a "party" and together the "parties." This Agreement governs Customer's access to and use of the Service purchased under one or more Order Forms and supersedes the click-through Vosy Terms of Service for such purchases.
Customer purchases subscriptions to the Service by executing one or more ordering documents with Vosy that reference this Agreement (each, an "Order Form"). Each Order Form specifies the Plan or custom configuration, subscription term, fees, included usage, per-minute and overage rates, and any special terms. In the event of a conflict, the order of precedence is: (1) the Order Form (but only for the deviations it expressly states); (2) this Agreement; (3) the Documentation and referenced policies; and (4) the Vosy Privacy Policy. Preprinted terms on any Customer purchase order or vendor form are void and of no effect, even if signed or acknowledged, unless expressly accepted in a writing signed by Vosy that identifies the terms being accepted.
"Agent" means an AI voice agent configured and operated by or for Customer through the Service.
"Authorized User" means an employee, contractor, or agent of Customer whom Customer permits to access the Service under Customer's account and who is bound by obligations at least as protective of Vosy as this Agreement.
"Call Recipient" means any individual who places a call to, or receives a call from, an Agent.
"Customer Content" means all data, prompts, instructions, scripts, conversation flows, knowledge-base materials, contact lists, phone numbers, call recordings, transcriptions, voice data, extracted information, and other content that Customer or its Authorized Users submit to, configure in, or generate through the Service.
"Documentation" means Vosy's then-current usage guides and technical documentation for the Service.
"Output" means content generated by the Service in response to Customer's configurations, including Agent speech, transcripts, summaries, extracted data, and reports.
"Service" means the Vosy AI voice-agent platform, including the vosy.ai dashboard, software, Agents, telephony features, campaign tools, APIs, and Documentation, as identified in an Order Form.
"Subscription Term" means the initial term stated in an Order Form and each renewal term.
Subject to this Agreement, the applicable Order Form, and Customer's payment of all fees, Vosy grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Service for Customer's internal business operations, up to the limits stated in the Order Form.
Customer will not, and will not permit any person to: (a) copy, modify, or create derivative works of the Service; (b) reverse engineer, decompile, or attempt to derive or discover the Service's source code, models, non-public algorithms, system prompts, prompt chains, orchestration or routing logic, model-selection logic, embeddings, guardrails, or safety systems, except to the extent this restriction is prohibited by law; (c) extract, harvest, or attempt to reveal system prompts or hidden instructions, or engage in prompt-injection or model-extraction attacks against the Service; (d) rent, lease, sell, resell, sublicense, distribute, or provide the Service to third parties, or operate it as a service bureau, except as expressly stated in the Order Form; (e) circumvent usage limits or access controls or share credentials; (f) interfere with or test the vulnerability of the Service without written authorization; (g) access the Service to build, train, benchmark, or improve a competing product; (h) publish or disclose to any third party any benchmark, latency, performance, or security test or comparison of the Service without Vosy's prior written approval; or (i) use the Service other than in accordance with the Documentation and applicable law.
Vosy may modify the Service, provided the modifications do not materially reduce the core functionality purchased under an active Order Form during its current Subscription Term. Notwithstanding the foregoing, Vosy may modify, disable, or suspend features or workflows, require additional disclosures, consents, or safeguards, or impose additional technical controls, in each case as Vosy reasonably determines necessary to comply with any new or changed law, regulation, regulatory guidance or interpretation, court or agency order, or carrier, telephony, or vendor requirement, and no such change is a breach of this Agreement or grounds for termination by Customer, provided that if such a change permanently eliminates material core functionality, Customer's remedy is to terminate the affected Order Form and receive a refund of prepaid, unused fees. Vosy will provide the support level identified in the Order Form. Any service-level or uptime commitment applies only if, and only as, expressly set forth in the Order Form or an SLA exhibit executed by Vosy, and service credits (where provided) are Customer's sole and exclusive remedy for availability failures.
Customer is responsible for all activity under its account, for its Authorized Users' compliance with this Agreement, for the accuracy and legality of Customer Content, and for its own systems, integrations, BYOC carriers, and BYOK provider accounts. Customer will maintain independent emergency calling capability; the Service does not support 911 or any emergency services and must not be used for emergency communications or life-safety applications.
Customer will comply with the Vosy Acceptable Use Policy published at vosy.ai/aup (the "AUP") and the acceptable-use restrictions set forth in Section 10 of the Vosy Terms of Service published at vosy.ai/terms, each of which is incorporated by reference and a violation of which is a material breach of this Agreement, including the prohibitions on unlawful robocalling, unconsented recording, caller-ID misrepresentation, undisclosed AI calling where disclosure is required, unauthorized voice cloning, processing of HIPAA-regulated protected health information (Vosy is not a business associate and signs no BAAs), targeting minors, harassment and fraud, and high-risk/life-safety uses. Vosy may update the AUP as described therein to address new threats, legal developments, and carrier or provider requirements, provided that updates apply prospectively and do not materially reduce Customer's rights under this Agreement. Without limiting the foregoing, Customer will not use the Service to create, collect, or derive biometric identifiers or biometric information (including voiceprints or voice-based identification of individuals) within the meaning of the Illinois Biometric Information Privacy Act or any similar law, and will not use the Service to collect "consumer health data" within the meaning of the Washington My Health My Data Act, Nevada SB 370, or similar laws except in full compliance with those laws, for which Customer is solely responsible.
Customer acknowledges that AI-generated voice calls are treated as "artificial or prerecorded voice" calls under the TCPA, and that Customer's calls and campaigns are subject to consent, disclosure, identification, opt-out, calling-time, and Do-Not-Call requirements under federal and state law. As between the parties, Customer is solely responsible for all legal compliance relating to its calls, campaigns, communications, and use cases, including obtaining and documenting all required consents (to call, to use automated/AI/prerecorded voice, and to record under one-party and all-party consent laws), making all required disclosures (including AI/bot disclosures), scrubbing against and honoring federal, state, and internal Do-Not-Call lists, complying with state "mini-TCPA" and telephone-solicitation statutes in every state into which Customer calls, obtaining any state telemarketer or seller registration, licensure, or bonding required for Customer's campaigns, complying with the FDCPA, FCRA, GLBA, telemarketing, and industry-specific laws applicable to Customer's business, and maintaining compliance records. Any compliance-related tools or features Vosy makes available — including DNC management, consent-attestation prompts, recording-disclosure settings, calling-hour controls, and caller-ID features — are convenience features only; their existence, availability, or use is not legal advice, is not a certification, representation, or warranty that any campaign or use is lawful, and does not shift any compliance responsibility to Vosy. Customer will preserve all consent records, opt-in evidence, recordings, disclosures, DNC logs, and other compliance records for all legally required periods and, upon Vosy's reasonable request in connection with any claim, investigation, or carrier inquiry, will promptly provide copies to Vosy.
The parties acknowledge and agree that Vosy provides software and connectivity only, and that Customer — not Vosy — initiates, makes, and places all communications through the Service. Vosy does not determine the recipients, timing, frequency, purpose, or content of any call or campaign; does not draft, approve, or supervise Customer's scripts, prompts, or Agents' configurations; does not obtain, evaluate, or verify consent; and does not direct or control Customer's campaigns. Vosy is not a "seller," "telemarketer," "caller," or "initiator" of Customer's communications within the meaning of the TCPA, the TSR, or any state telemarketing law, and does not act as Customer's agent. Nothing in this Agreement creates an agency, joint-venture, or partnership relationship, and neither party has authority to bind the other.
Customer expressly assumes all legal and regulatory risk arising from its use of the Service. Customer acknowledges that the laws governing automated and AI-generated calling, call recording, telemarketing, consumer protection, privacy, and artificial intelligence change frequently; that federal and state requirements may conflict; that agency guidance, FCC interpretations, and judicial decisions evolve; and that requirements vary by state and by use case. Vosy has no duty to monitor, identify, or notify Customer of legal or regulatory changes, and Customer is solely responsible for monitoring legal developments and adapting its campaigns, configurations, scripts, and practices accordingly.
Each prompt, script, workflow, automation, campaign configuration, contact upload, API request, and other input Customer or its Authorized Users submit to the Service constitutes Customer's documented instruction to Vosy to process the associated data and place the associated communications on Customer's behalf. Vosy processes Customer Content and conducts communications only pursuant to such instructions.
Customer will pay the fees stated in each Order Form. Except as expressly stated in an Order Form: (a) fees are invoiced in advance for subscription charges and in arrears for usage and overage charges; (b) invoices are due within 30 days of the invoice date; (c) all fees are non-cancelable and non-refundable, and committed amounts are due for the full Subscription Term regardless of actual usage; (d) usage is measured by the Service and Vosy's measurements are authoritative absent manifest error; and (e) included usage does not roll over. Late amounts accrue interest at the lesser of 1.5% per month or the maximum lawful rate, plus reasonable collection costs. Fees are exclusive of taxes; Customer is responsible for all taxes other than taxes on Vosy's net income. Vosy may suspend the Service on 10 days' notice of non-payment. Fee disputes must be raised in good faith within 30 days of the invoice date, with undisputed amounts paid when due. Renewal pricing may reflect Vosy's then-current rates upon notice at least 30 days before renewal.
This Agreement begins on the Effective Date and continues while any Order Form is in effect. Each Order Form renews automatically for successive periods equal to the initial Subscription Term unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term. For Subscription Terms of 12 months or longer, Vosy will send a renewal reminder to Customer's billing contact between 15 and 45 days before the non-renewal notice deadline. Where a state's law applicable to Customer conditions automatic renewal on a specific form or timing of notice, renewal is conditioned on notice consistent with that law, and this Section is deemed modified to the minimum extent necessary to comply.
Either party may terminate this Agreement or an affected Order Form if the other party (a) materially breaches and fails to cure within 30 days of written notice (10 days for payment breaches), or (b) becomes insolvent, makes an assignment for the benefit of creditors, or is subject to bankruptcy proceedings not dismissed within 60 days. Vosy may terminate immediately upon written notice for Customer's breach of Sections 3.2, 4.2, or 4.3 that Vosy reasonably determines creates material legal, regulatory, or carrier risk.
Vosy may suspend or restrict access immediately, with notice as soon as reasonably practicable, if Vosy reasonably believes Customer's use violates Section 4, poses a security or legal risk, is required by a carrier, provider, regulator, or law, or threatens the Service — including if Vosy reasonably believes continued provision of the Service to Customer could damage Vosy's carrier or vendor relationships or reputation, generate excessive complaint rates, spam-labeling, or call-blocking, expose Vosy or its providers to litigation, investigation, penalties, or consent decrees, or result in traffic identified through traceback or robocall-mitigation programs. Vosy may monitor use of the Service for fraud, abuse, and compliance with this Agreement, and may throttle, rate-limit, or investigate suspicious traffic and cooperate with carriers, providers, regulators, and law enforcement in connection with any of the foregoing. Suspension does not relieve payment obligations, and Vosy has no liability for suspensions or other measures taken in accordance with this Section.
Upon termination or expiration: Customer's access ends; Customer will pay all accrued and committed fees; Vosy-provisioned numbers may be reclaimed; and, upon written request made within 30 days, Vosy will make available Customer Content in a standard export format. Thereafter, Vosy will delete or de-identify Customer Content within 90 days, excluding ordinary-course backups and legally required records (call recordings are automatically deleted 30 days after creation in any event, per Vosy's standard retention schedule). The following survive any termination or expiration of this Agreement: accrued payment obligations (Section 5); Sections 4.3 through 4.6 (compliance responsibility, provider status, assumption of regulatory risk, and instructions) with respect to Customer's use during the term; Section 7.2 (no training; aggregated data); Section 8 (intellectual property; feedback); Section 9 (confidentiality); Section 10 (disclaimers); Section 11 (indemnification); Section 12 (limitation of liability); Section 13 (governing law; dispute resolution, including arbitration, the class waiver, and the claims period); and any other provision that by its nature should survive.
Customer owns Customer Content. Customer grants Vosy a worldwide, non-exclusive, royalty-free license to host, store, transmit, process, transcribe, analyze, and display Customer Content solely to provide, secure, support, and maintain the Service, to prevent fraud and abuse, to comply with law, and as otherwise instructed by Customer.
Vosy will not use Customer Content or Output to train, fine-tune, or improve AI or machine-learning models (Vosy's or any third party's) and contractually restricts its AI subprocessors accordingly. Vosy may create and use aggregated or de-identified operational data that does not identify Customer, any Authorized User, or any Call Recipient, and Vosy owns such data.
With respect to Personal Information of Call Recipients in Customer Content, Customer is the business/controller and Vosy is Customer's service provider/processor, processing such information only to provide the Service. Vosy certifies that it will not sell or share such Personal Information; will not retain, use, or disclose it for any purpose other than providing the Service under this Agreement (or as otherwise permitted for service providers by applicable law); will not retain, use, or disclose it outside the direct business relationship between the parties; will comply with applicable obligations under the CCPA/CPRA and similar state laws; and will notify Customer if it determines it can no longer meet those obligations, in which case Customer may take reasonable steps to stop and remediate unauthorized use. Vosy will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Content, and will notify Customer without undue delay after confirming a breach of security leading to unauthorized access to Customer Content. Upon Customer's request to contact@vosy.ai, the parties will execute Vosy's standard Data Processing Agreement, which upon execution is incorporated into this Agreement; in a conflict between the DPA and this Agreement regarding the processing of Personal Information, the DPA controls.
Customer authorizes Vosy's use of subprocessors, including cloud infrastructure, telephony carriers, speech engines, and the LLM providers selected in Customer's configuration. Vosy remains responsible for its subprocessors' performance of Vosy's obligations. Third-party services that Customer elects to connect (including BYOC carriers, BYOK providers, and webhook destinations) are Customer's responsibility, are governed by Customer's agreements with those providers, and are excluded from Vosy's obligations and any performance commitment.
Vosy and its licensors retain all right, title, and interest in and to the Service, Documentation, software, models, prompts, interfaces, and trademarks, and all improvements, modifications, and derivatives thereof, and all intellectual-property rights therein. No rights are granted to Customer except as expressly stated. Customer grants Vosy a perpetual, irrevocable, worldwide, royalty-free license to use feedback and suggestions without restriction or obligation.
"Confidential Information" means non-public information disclosed by a party ("Discloser") to the other ("Recipient") that is designated confidential or that reasonably should be understood to be confidential, including the Service's non-public features, pricing, security information, Customer Content, and business plans. The Recipient will (a) use Confidential Information only to perform under or exercise rights granted by this Agreement, (b) protect it with at least reasonable care, and (c) not disclose it except to employees, contractors, advisors, and subprocessors with a need to know who are bound by obligations at least as protective. Exclusions: information that is or becomes public without breach; was known without restriction before disclosure; is independently developed; or is rightfully received from a third party. A Recipient may disclose Confidential Information as required by law or legal process, with prompt notice to the Discloser where legally permitted and reasonable cooperation to seek protective treatment. Breach of this Section may cause irreparable harm, and the Discloser may seek injunctive relief without posting a bond. Confidentiality obligations survive for 5 years after termination (and, for trade secrets, for as long as they remain trade secrets).
Each party represents and warrants that it has the authority to enter into this Agreement. Customer further represents and warrants that (a) it has all rights, consents, and legal bases necessary for Customer Content and its calling programs, and (b) its use of the Service will comply with all applicable laws and this Agreement.
Customer acknowledges that the Service uses large language models and other machine-learning systems that are probabilistic: Output may contain errors, fabricated or "hallucinated" statements, or omissions; Agents may misunderstand callers or prompts, deviate from instructions, or fail to complete tasks; and all Output requires Customer's review before reliance. Customer — not Vosy and not the Service — makes all business, legal, and operational decisions arising from or relating to Customer's use of the Service and its Output. Customer further acknowledges that it is not relying on Vosy for, and Vosy has not provided, any advice, review, approval, or representation regarding the legality or compliance of Customer's campaigns, scripts, or use cases, regulatory interpretation, business decisions, or tax matters, and Customer waives any claim premised on such reliance.
EXCEPT AS EXPRESSLY STATED IN THIS SECTION, THE SERVICE, ALL OUTPUT, AND ALL RELATED SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND VOSY AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ACCURACY. VOSY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR AVAILABLE AT ANY PARTICULAR TIME; THAT CALLS WILL CONNECT OR COMPLETE; OR THAT OUTPUT WILL BE ACCURATE OR RELIABLE. AI SYSTEMS ARE PROBABILISTIC, AND OUTPUT MAY BE INACCURATE OR INCONSISTENT WITH CUSTOMER'S INSTRUCTIONS; CUSTOMER IS RESPONSIBLE FOR SUPERVISING AGENTS AND REVIEWING OUTPUT. NO AVAILABILITY, UPTIME, OR SERVICE-LEVEL COMMITMENT APPLIES UNLESS EXPRESSLY SET FORTH IN AN ORDER FORM OR EXECUTED SLA EXHIBIT. VOSY PROVIDES NO LEGAL OR COMPLIANCE ADVICE.
Vosy will defend Customer against any third-party claim alleging that the Service, as provided by Vosy and used in accordance with this Agreement, directly infringes a U.S. patent, copyright, or trademark, or misappropriates a trade secret, and will indemnify Customer for damages and costs finally awarded or agreed in settlement for such claim. If the Service is or is likely to become the subject of such a claim, Vosy may, at its option, procure the right to continue providing it, modify or replace it to be non-infringing, or terminate the affected Order Form and refund prepaid, unused fees. Vosy has no obligation for claims arising from Customer Content; combination of the Service with items not provided by Vosy; Customer's BYOC or BYOK providers; use in violation of this Agreement or the Documentation; or continued use after Vosy provides a non-infringing alternative. This Section states Vosy's entire liability and Customer's exclusive remedy for infringement claims.
Customer will defend, indemnify, and hold harmless Vosy and its members, managers, officers, employees, agents, suppliers, and carriers from and against any third-party claim, demand, regulatory investigation or proceeding, civil investigative demand, subpoena, document or information request, audit, fine, penalty, statutory damage, carrier assessment or penalty, consent decree, damage, settlement, loss, or expense (including reasonable attorneys' fees and investigative, response, and compliance costs incurred before or apart from litigation) arising out of or relating to: (a) Customer's calls, campaigns, and communications, including any actual or alleged violation of the TCPA, TSR, Truth in Caller ID Act, DNC laws, state mini-TCPA or telephone-solicitation statutes, call-recording or wiretap laws, AI/bot-disclosure laws, biometric privacy laws (including BIPA), consumer-health-data laws, state privacy laws, FDCPA, FCRA, or any other law; (b) Customer Content; (c) Customer's products, services, and dealings with Call Recipients; (d) Customer's breach of this Agreement; and (e) Customer's BYOC or BYOK providers. In addition, Customer will reasonably cooperate with Vosy, at Customer's expense, in connection with any investigation, lawsuit, subpoena, civil investigative demand, FCC or state Attorney General inquiry, carrier or traceback complaint, or audit arising out of or relating to Customer's use of the Service, including by promptly providing consent records, campaign records, and other relevant information.
The indemnified party will provide prompt written notice of the claim (delay excuses obligations only to the extent of prejudice), reasonable cooperation at the indemnifying party's expense, and sole control of the defense and settlement to the indemnifying party, except that no settlement imposing non-monetary obligations or admissions on the indemnified party may be made without its prior written consent, not unreasonably withheld.
TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, OR COST OF SUBSTITUTE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY, EVEN IF ADVISED OF THE POSSIBILITY; AND (B) EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO VOSY UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. THE CAP IN CLAUSE (B) DOES NOT APPLY TO CUSTOMER'S PAYMENT OBLIGATIONS, CUSTOMER'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11.2, OR CUSTOMER'S BREACH OF SECTIONS 3.2 (RESTRICTIONS) OR 4 (CUSTOMER RESPONSIBILITIES; CALL COMPLIANCE). THESE LIMITATIONS APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND ARE A FUNDAMENTAL BASIS OF THE BARGAIN.
This Agreement is governed by the laws of the State of Nevada, without regard to conflict-of-laws principles; the Federal Arbitration Act governs the arbitration provisions. The Uniform Computer Information Transactions Act (UCITA), however adopted, and the United Nations Convention on Contracts for the International Sale of Goods do not apply. If a mandatory law of Customer's state applies notwithstanding the parties' choice of law, this Agreement applies to the fullest extent that law permits. Before initiating any proceeding, the parties will attempt in good faith to resolve any dispute through executive-level discussions for at least 30 days after written notice. Any dispute not resolved informally will be finally resolved by binding arbitration before a single arbitrator administered by JAMS under its Comprehensive Arbitration Rules, seated in Placer County, California, and judgment on the award may be entered in any court of competent jurisdiction. Each party waives jury trial, and all claims must be brought in the parties' individual capacity and not in any class, collective, or representative proceeding. Either party may seek injunctive or other equitable relief in court to protect intellectual property, confidential information, or the security of the Service; for any dispute not subject to arbitration, the state courts located in Placer County, California, and the United States District Court for the Eastern District of California will have exclusive jurisdiction, and the parties consent to venue and personal jurisdiction there. To the maximum extent permitted by law, any claim arising out of or relating to this Agreement must be commenced within one (1) year after it accrues, or it is permanently barred, except claims for unpaid fees and claims that applicable law does not permit to be shortened.
Vosy may identify Customer as a customer and use Customer's name and logo in customer lists and marketing materials in a manner consistent with Customer's brand guidelines, unless Customer opts out by written notice. Any press release or case study requires Customer's prior written approval. Customer will not state or imply, publicly or to any Call Recipient, regulator, or third party, that Vosy approved, reviewed, certified, or vouched for the legality or compliance of any campaign, script, or use case, without Vosy's prior written permission.
Notices must be in writing and are deemed given when delivered by hand, certified mail, or nationally recognized courier to the addresses on the Order Form (for Vosy: Vosy LLC, Attn: Legal, 885 Tahoe Blvd STE C7, Incline Village, NV 89451), with a copy by email (for Vosy: contact@vosy.ai); routine operational notices may be given by email. Neither party may assign this Agreement without the other's prior written consent, except that either party may assign it in its entirety, upon notice and without consent, to an affiliate or in connection with a merger, acquisition, recapitalization, corporate restructuring or reorganization, or sale of substantially all of its assets or equity. Neither party is liable for delay or failure caused by events beyond its reasonable control (excluding payment obligations), including outages, failures, degradations, or changes of third-party large-language-model, speech-to-text, or text-to-speech providers or their models; cloud-infrastructure, hosting, or DNS failures; DDoS or other attacks; carrier or telephony-provider outages; telecom filtering, blocking, spam-labeling, or STIR/SHAKEN or similar framework changes; internet failures; acts of God; epidemics or pandemics; labor disputes; and governmental action. Customer will comply with all applicable U.S. export-control and economic-sanctions laws, including the Export Administration Regulations and OFAC-administered sanctions and embargoes, and represents that it is not located in an embargoed jurisdiction, is not on any U.S. government restricted-party list, and will not permit access to the Service by any person or entity on such a list. The parties are independent contractors; there are no third-party beneficiaries except indemnified parties. If Customer is a federal, state, local, tribal, or territorial government entity, any provision of this Agreement that applicable law prohibits Customer from agreeing to (such as indemnification, venue, or arbitration) applies only to the extent permitted, and the parties will document required modifications in the Order Form. Waivers must be in writing; failure to enforce is not a waiver. If any provision is unenforceable, it will be modified to the minimum extent necessary and the remainder continues. This Agreement, the Order Forms, and documents incorporated by reference are the entire agreement regarding its subject matter and supersede all prior or contemporaneous agreements, including the click-through Terms of Service for purchases under an Order Form. Amendments must be in a writing signed by both parties. This Agreement may be executed in counterparts, including by electronic signature, each of which is an original.
IN WITNESS WHEREOF, the parties have executed this Agreement by their authorized representatives as of the Effective Date. Execution occurs by signing an Order Form that references this Agreement.
VOSY LLC — By / Name / Title / Date
CUSTOMER — By / Name / Title / Date