This MASTER SERVICES AGREEMENT (“Agreement”) by and between ClearVoice, Inc., a Delaware corporation, with its principal place of business at 2425 E Camelback Rd, Phoenix, AZ 85016 (the “ClearVoice”), Conductor, LLC, with its place of business at 2 Park Avenue, New York, NY 10016 (“Conductor”), and the Customer identified in the Order (“Customer”) (individually ClearVoice, Conductor, and Customer are referred to as a “Party” and collectively as the “Parties”). This Agreement governs Conductor’s and Customer's use of (i) the services provided by ClearVoice or otherwise accessible via www.ClearVoice.com or any other web site or IP address designated by ClearVoice (the “Platform”), and (ii) the Content provided by ClearVoice through the Platform. This Agreement may be amended by ClearVoice at any time by posting changes to ClearVoice’s website www.ClearVoice.com, and Conductor and Customer’s continued use of the website shall constitute acceptance of the amendments as posted. Capitalized terms not defined within this Agreement shall have the meaning set forth in Exhibit A, attached hereto. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. Professional Services
ClearVoice will provide Professional Services (“Services”) to Conductor for the benefit of the Customer identified in the Order.
2. ClearVoice Obligations
ClearVoice will be responsible for completing and delivering services as specified in the Order placed through Conductor’s Marketplace.
The Content Plan as defined in the Order between the Parties is the default plan agreed to by the Parties. With reasonable notice from any Party, ClearVoice may modify the Content Plan so long as the existing or new talent is available and willing to accommodate such a request. Modifications to the Content Plan can be made as long as the modified Content Plan value does not exceed the value of the existing plan being modified in that applicable service period.
ClearVoice will not be responsible to deliver work related to past service periods if such work was delayed by Conductor or Customer by 30-days or more for reasons including but not limited to Conductor or Customer's unresponsiveness and/or inability to provide ClearVoice with the feedback required to fulfill the obligation.
In addition, Conductor agrees to provide assistance, cooperation, information, data, and resources reasonably necessary to enable ClearVoice to perform the Professional Services. Conductor acknowledges that ClearVoice’s ability to provide Professional Services as described in the Order may be affected if Conductor does not provide reasonable assistance as set forth above.
The Professional Services described in the Order are based on a Fixed basis, as provided in the Order.
All Fees and expenses will be invoiced semi-annually and shall be due and payable thirty (30) days from receipt of invoice. Actual, reasonable travel and out-of-pocket expenses and state sales tax, if any, are not included In the Fees set forth above
The Agreement referenced herein has been prepared by Conductor and contains proprietary and confidential information. Distribution of documents related to the Agreement is limited to those employees of the Parties who have a need to know the information contained herein for purposes of executed Professional Services as agreed to in the Order. This Agreement is not to be disclosed to any third party without written authorization from the Parties. If this Agreement, or any Order referencing this Agreement, is terminated, all documents provided in connection with the services, and all information contained herein, shall remain the property of the originating Party and shall be returned to the originating Party upon request.
6. Intellectual Property Rights
Customer shall own all rights, titles and interests, including any and all intellectual property rights, in and to all data and all visual elements developed specifically for the Order.
In performing the Services, ClearVoice may use certain materials, products, training material, best practices and other property that belongs to Conductor, including the Searchlight Application ("Conductor Property"). The parties agree that Conductor shall retain all right, title, and ownership in and to all Conductor Property, including all intellectual property rights pertaining thereto. Conductor hereby grants to ClearVoice a royalty-free, worldwide, non-exclusive, temporary license to use the Conductor Property solely for internal business purposes.
ClearVoice grants to Conductor and Customer a limited, non-exclusive, non-sublicensable, non-transferable and revocable license in and to ClearVoice’s Intellectual Property Rights solely to the extent necessary to use the Platform to perform the Services.
Customer shall retain all right, title, and ownership in and to all Work Product, including all intellectual property rights pertaining thereto. “Work Product” means all the deliverables hereunder or work developed for Customer in the course of performing the Services, whether produced solely or jointly with others. Work Product does not include Conductor Property.
ClearVoice warrants that the Services shall be performed by qualified personnel in a professional manner, consistent with industry standards. ClearVoice’s sole liability and Conductor’s exclusive remedy under this warranty for any defect shall be the correction of any part of the Services that are in breach of this warranty for a period of thirty (30) days after the acceptance of the Deliverables as provided in the Order.
IN NO EVENT SHALL ANY PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES HOWEVER CAUSED AND WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, LOST PROFITS OR REVENUE.