This Order Form (“Agreement”) is effective as of the Effective Date specified above (“Effective Date”) and is entered into by and between ContractorCoachPRO LLC (“ContractorCoachPRO” “Provider”) and the entity specified in the Customer field above (“Customer”). The software service will be facilitated via RillaVoice (“Company”). By executing this Order Form, Customer agrees to purchase the Software described in this Order Form for the period specified herein(“Subscription Term”).
Term. This Agreement shall commence on the Effective Date and continue as outlined in the Term(s) specified above (collectively, “Term”).
Fees. Subject to the terms of this Agreement and the Limits established at the end of this document. ContractorCoachPRO via RillaVoice will provide the Software and services to the Customer as outlined below (“Services”):
Scope & Service Detail.
● Contractor Co-Pilot is a service provided by Contractor Coach PRO via RillaVoice Software. As a member of the TOP REP Contractor Co-Pilot program additional services are provided via Contractor Coach PRO and the TOP REP Flight Instructors above and beyond the scope of RillaVoice.
● Rillavoice Speech Analytics Software: includes access to the Rillavoice Webapp and the Rillavoice mobile app. Rillavoice will undertake commercially reasonable efforts to make the Software available twenty-four (24) hours a day, seven (7) days a week.
● Basic Support: Rillavoice will provide reasonable support for the use of the Services, including but not limited to email, phone, chat, and screen-share support. Support will be provided Monday through Friday from 5:00am ET to 5:00pm ET
● The only cost that counts towards the license is the cost of a Recording License. Customer can add as many admin users and managers for no additional cost.
● Customer agrees to provide Rillavoice with a list of Trackers and Coaching Scorecard Questions before beginning the term of the Proof of Concept in order to ensure successful implementation
Billing Structure.
● Fees: Customer will pay Contractor Coach PRO the Total Fees listed above for the Software and Services, plus any applicable taxes.
– All annual fees are due at the beginning of the term specified in the effective date above.
● Payment Terms Production Term: Net 10. Company may choose to bill through an electronic invoice, in which case, full payment for invoices issued must be received by Provider ten (10) days after the email send date of the invoice. Customer shall be responsible for all taxes associated with Services.
Marketing.
Customer agrees to participate in a Case Study with ContractorCoachPRO and Rillavoice. Customer may be asked to participate in a video or phone interview about their experiences working with ContractorCoachPRO and/or Rillavoice, which may be utilized in a written case study and/or video testimonial. Any video or written Case Studies may be displayed on the ContractorCoachPRO and/or Rillavoice websites or distributed as part of ContractorCoachPRO and/or Rillavoice’s sales and marketing practices and may include use of the Customer’s logo. ContractorCoachPRO and/or Rillavoice may identify relationship with Customer on its website and on sales and marketing collateral. Case Study content is subject to approval by the Customer before publishing. Customer also agrees to act as a reference for prospective customers, investors, or analysts.
Renewal and Subsequent Agreement. At the end of the Production Term, this Agreement shall automatically renew unless either party notifies the other party of intent to not renew at least thirty (30) days prior to the end of the Production Term.
Non-cancellation. Services purchased under this Order Form are non-cancelable and non-refundable.
Additional Recording Licenses. Customer may add additional Recording Licenses during the Production Term. If the additional licenses are added with the monthly payment option, the price per recording license per month will be 15% higher than the price per recording license per month stipulated above. A Recording License can be automatically activated through the Rillavoice Webapp, or by written request by the Customer to Rillavoice. Any additional cost incurred through additional Recording Licenses will be added to the monthly invoice.
Restrictions and Responsibilities. 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 Software;
- modify, translate, or create derivative works based on Software;
(c) use Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.
(d) With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Provider hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Production Term.
Customer Data.
Customer will own all rights, title and interest in and to Customer Data including audio files, transcriptions, and analytics provided by our Software. Company will own and retain all rights, title and interest in and to:
- Software, all improvements, enhancements or modifications thereto;
- any software, applications, inventions or other technology developed in connection with Pilot
(c) all intellectual property rights related to any of the foregoing and;
(d) all AI models trained with Customer Data.
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.
Indemnity.
Company shall hold Customer harmless from liability to third parties resulting from infringement by the Service of any United States patent or any copyright or misappropriation of any trade secret, provided Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Company will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by Company, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Company, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Service is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Service.
Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR 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 THE PROVIDER 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 PROVIDER AND/OR COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
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 the Provider or the 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 [Texas] without regard to its conflict of laws provisions. [The parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of the Effective Date, and Customer otherwise agrees to reasonably cooperate with the Provider and/or the Company to serve as a reference account upon request.]
The Parties hereto have caused this Agreement to be executed by their duly authorized representatives.