Master Software and Services Agreement
MASTER SOFTWARE AND SERVICES AGREEMENT
This Master Software and Services Agreement (“Agreement”) sets forth the terms and conditions under which Sanas.AI Inc. (“Sanas”, “we”, “us”, or “our”) provides Software Services to you (“you”, “your”, or “Customer”). By accessing or using the Sanas Software Services you agree to be bound by the terms of this Agreement.
Sanas and Customer may be referred to in this Agreement individually as a “Party” and, collectively, as the “Parties.”
1. DEFINITIONS.
1.1 "Affiliate" shall mean a person or entity directly or indirectly controlling, controlled by, or under common control with a Party. For the purposes of this definition, "Control" means, with respect to any person or entity, the right to exercise or cause the exercise of at least fifty-one (51) per cent or more of the equity or other voting rights in such person or entity or the power to direct or cause the direction of the management or policies of such entity, whether through ownership, voting securities, contract, or otherwise.
1.2 “Agreement” shall mean this Master Software and Services Agreement together with any applicable Orders, exhibits, or attachments, and any amendments attached hereto.
1.3 "Authorized Affiliate" shall mean any of Customer’s Affiliate(s) which is explicitly permitted to use the Services pursuant to this Agreement between Sanas and Customer but has not signed its own agreement with Sanas and is not a Customer as defined under this Agreement.
1.4 “Authorized Reseller” shall mean any authorized reseller of Software Services who validly sells Customer a license to the Software Services subject to the terms and conditions of this Agreement.
1.5 “Customer Content” shall mean any information that Customer or a User provides to Sanas, or otherwise authorizes access, in the course of accessing and using the Software Services, or in connection with an engagement to obtain Software Services from Sanas.
1.6 “Documentation” shall mean all written instructions, user and technical manuals, and any other materials, in paper, electronic or any other form, that describe the requirements, features, functions, support, maintenance and/or use of the Software Services.
1.7 “Fees” shall mean the fees payable by Customer for the applicable Software Services, as set forth in an Order Form or Statement of Work.
1.8 “License” shall mean a limited, non-exclusive, non-transferable right to access and use the Software Services granted to one designated User. Each License is assigned to a single User and may not be shared or used concurrently by multiple users.
1.9 “Order Form” or “Order” shall mean the specific service transaction (and/or a Statement of Work or SOW, if applicable) specifies the scope of the services being provided by Sanas and that is governed by this Agreement. Orders may be direct between Sanas and Customer or indirect via an Authorized Reseller.
1.10 “Other Services” shall mean all technical and non-technical services performed or delivered by Sanas under this Agreement, including, without limitation, implementation services training and education services. Other Services will be provided as specified in an Order Form.
1.11 “Parties" shall mean Sanas or Customer and any Customer Affiliate that enters into an agreement, and "Party" means any of them individually.
1.12 “Software” shall mean the object code version of any software to which Customer is provided access as part of the Software Services, including any updates or new versions.
1.13 “Software Services” shall mean the Sanas Platform Base Software, software-as-a-service offering made generally available and ordered by Customer as set forth in an Order Form.
1.14 “Subscription Term” shall mean that period specified in an Order Form during which Customer will have access of the Software Services as specified in the Order Form or SOW.
1.15 “Support and Maintenance Services” means the maintenance, technical support, upgrades, and enhancements provided to Customer in accordance with this Agreement.
1.16 “Usage Data” shall mean query logs, and any data (other than Customer Data) relating to the operation, support and/or about Customer’s use of the Software Service.
1.17 “User” shall mean the persons designated and granted access to the Software Services by or on behalf of Customer, including its and its Affiliates.
2. DESCRIPTION OF SOFTWARE AND SOFTWARE SERVICES.
2.1 Sanas hereby agrees to provide, and shall provide, to Customer the Software Services set forth in this Order Form in accordance with the terms and conditions of the Agreement and any specifications and other requirements set forth in any attachments hereto.
2.2 Description of Software Services.
2.2.1 The Accent Technology is designed to revolutionize communication by giving multilingual speakers a choice when it comes to how they communicate.
2.2.2 The Accent Technology neutralizes the accents of Customer's call-center representatives, facilitating better understanding for Customer's end-users.
2.2.3 The Accent Technology will be accessible in real-time for use during live calls between Customer's call-center representatives and their end-users.
3. LICENSE GRANT AND RESTRICTIONS
3.1 License Grant for Software. Subject to the terms and conditions of this Agreement, the License Parameter, the restrictions of this Agreement, and the terms set forth in an Order Form, during the Subscription Term, Sanas hereby grants to Customer and its Affiliates (and any Users authorized by Customer to use the Software Services) a limited, revocable, non-exclusive, worldwide, non-sublicensable, non-transferable license to use the Software Services for Customer’s own internal business purposes, solely in accordance with the Documentation.
3.2 License Grant to Customer Affiliates.
3.2.1 Customer may permit its Affiliates to serve as Users subject always to:
3.2.2 Any use of the Software Services by each such Affiliate is solely for the benefit of Customer or such Affiliate and is subject to the terms of this Agreement.
3.2.3 Customer shall be responsible for each User’s compliance with this Agreement.
3.2.4 Affiliates shall be informed by the Customer about the restriction on the use of the Software Services, in accordance with the terms of this Agreement, and shall not engage in any activities prohibited under this Agreement.
3.3 License Restrictions.
3.3.1 Customer shall not, and shall not permit any third party to:
3.3.1.1 use the Software Services except to the extent permitted herein;
3.3.1.2 reverse engineer, decompile, disassemble, or otherwise attempt to discover or obtain the source code, object code or underlying structure, ideas, or algorithms of the Software Services, Documentation or data related to the Software and Subscription Services except as permitted by applicable law;
3.3.1.3 adapt, alter, translate, create derivative works of, copy, or otherwise modify the Software Services;
3.3.1.4 alter or remove any proprietary rights notices or legends appearing on or in the Software, or Documentation;
3.3.1.5 Customer shall use the Software Services in compliance with all applicable laws, regulations, and rights.
3.3.1.6 Customer shall have no rights to any source code for the Software Services.
4. AVAILABILITY & SUPPORT
4.1 Availability. Sanas shall undertake commercially reasonable efforts to make the Software Services available in accordance with the Service Level Agreement (“SLA”) available at https://www.sanas.ai/service-level-agreement
4.2 Support. During a Subscription Term and subject to the terms hereof, Sanas shall provide reasonable support to Customer for the Software Services in accordance with the SLA.
5. CONFIDENTIALITY
5.1 Definition.
5.1.1.Each Party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s technology or business (hereinafter referred to as “Confidential Information” of the Disclosing Party).
5.1.2 The Receiving Party agrees: (i) not to divulge to any third person any such Confidential Information, (ii) to give access to such Confidential Information solely to those employees with a need to have access thereto for purposes of this Agreement, and (iii) to take the same security precautions to protect against disclosure or unauthorized use of such Confidential Information that the Party takes with its own confidential information, but in no event will a Party apply less than reasonable precautions to protect such Confidential Information.
5.1.3 The Disclosing Party agrees that the foregoing will not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party, or (b) was in its possession or known by it without restriction prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Confidential Information of the Disclosing Party.
5.1.4 Nothing in this Agreement will prevent the Receiving Party from disclosing the Confidential Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order.
5.2 Compelled Disclosure.
5.2.1 In the event the Receiving Party is required under applicable law, rule, regulation, court, or administrative order to disclose Confidential Information of the Disclosing Party, the Receiving Party shall use commercially reasonable efforts to:
5.2.1.1 promptly give notice, if permitted, to the Disclosing Party in order to enable the Disclosing Party to seek a protective order or other remedy.
5.3 Return of Information.
Upon termination of this Agreement and upon subsequent written request by the Disclosing Party, the Receiving Party of tangible Confidential Information shall immediately return such information or destroy such information and provide written certification of such destruction.
6. INTELLECTUAL PROPERTY RIGHTS
6.1 Customer acknowledges and agrees that Sanas alone (and its licensors, where applicable) will retain all intellectual property rights relating to the Software Services, including, without limitation, all copyright, patent, trademark, service mark, trade secret and/or other intellectual property rights, or any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or any third party relating to the Software Services and/or the Software, which are hereby assigned to Sanas.
6.2 Customer will not copy, distribute, reproduce, or use any of the foregoing except as expressly permitted under this Agreement.
6.3 This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Software Services, or any intellectual property rights.
7. INDEMNIFICATION
7.1 By Sanas.
7.1.1 Sanas will indemnify and hold harmless Customer, its employees, affiliates, contractors agents or other representatives (each, a “Customer Indemnitee”) from and against any damages, losses, liabilities, settlements and expenses payable by any Customer Indemnitee to any unrelated third party in connection with any third party claim or action arising from an alleged infringement by the Software Services of any patent, copyright, trademark, trade secret or other intellectual property right.
7.1.2 The foregoing obligations do not apply with respect to portions or components of the Software Services:
7.1.2.1 resulting in whole or in part in accordance with Customer specifications,
7.1.2.2 that are modified after delivery by Customer,
7.1.2.3 where Customer’s use is not strictly in accordance with this Agreement and all related Documentation.
7.2 By Customer.
7.2.1 Customer will indemnify and hold harmless Sanas, its employees, affiliates, contractors agents or other representatives (each, a “Sanas Indemnitee”) from and against any damages, losses, liabilities, settlements and expenses payable by any Sanas Indemnitee to any unrelated third party in connection with any third party claim or action arising from an alleged violation of the Intellectual Property Rights of this Agreement by Customer or otherwise from Customer Content or Customer’s use of the Software Services.
8. PAYMENT OF FEES
8.1 Orders.
8.1.1 Customer may place Orders either with Sanas or an Authorized Reseller.
8.1.2 All Software Services acquired by Customer shall be governed exclusively by this Agreement and the applicable Order Form.
8.1.3 Customer will pay Sanas the applicable fees as set forth on the Order Form (the “Fees”). Any undisputed Fees not paid when due shall accrue interest at the rate of 1.5% per month until paid in full.
8.1.4 Fees shall be billed annually in advance and payable in U.S. Dollars. Customer agrees not to dispute the minimum commitment at any point during the 1st term as specified in the Order Form.
8.1.5 Payment shall be due within 30 days from the invoice date.
8.1.6 Any billing disputes should be addressed to ar@sanas.ai
8.1.7 Sanas reserves the right to suspend access to the Software Services in the event of non-payment of undisputed Fees that remains uncured for more than thirty (30) days following written notice to the Customer. Sanas shall provide written notice to the Customer specifying the overdue amount and the intent to suspend. Access to the Software Services will be reinstated upon Sanas’s receipt of undisputed outstanding Fees in full.
8.1.8 Customer shall be solely responsible for all taxes, duties, levies, or similar charges that it is legally required to pay in connection with the purchase or use of the Software Services.
8.2 Terms & Termination
8.2.1 Term. The Term (“Term”) of this Agreement shall begin on the Effective Date and shall continue until terminated by either Party as outlined in this Section.
8.2.2 Termination for Cause. Customer shall have the right to terminate this Agreement for cause with a written notice if the software product or service provided by Sanas becomes unusable and remains so for a continuous period of more than thirty (30) days.
8.2.3 Definition of Unusable. For the purposes of this clause, "unusable" means that the software product or service fails to function in accordance with its specifications or documentation or experiences continuous downtime, rendering it ineffective for its intended purpose.
8.2.4 Termination for Breach.
8.2.4.1 Either party may terminate this Agreement (including all related Order Forms) if the other party:
8.2.4.1.1 fails to cure any material breach of this Agreement (including a failure to pay Fees) within thirty (30) days after written notice;
8.2.4.1.2 ceases operation without a successor; or
8.2.4.1.3 seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party and is not dismissed within sixty (60) days.
8.3 Renewal Terms.
The Agreement shall be auto renewed for an additional 12 months. Either Party can cancel the renewal by giving notice 60 days prior to the end of the Subscription Term.
8.4 Effect of Termination.
8.4.1 Upon termination of this Agreement or expiration of an Order Form, Sanas shall immediately cease providing the Software Services and all usage rights granted under this Agreement shall terminate.
8.4.2 If Sanas terminates this Agreement due to a material breach (including a failure to pay Fees) by the Customer, then Customer shall immediately pay to Sanas all amounts then due under this Agreement or Order Form and to become due during the remaining term of this Agreement, but for such termination.
8.4.3 If Customer terminates this Agreement due to a material breach by Sanas, then Sanas shall immediately repay to Customer all pre-paid amounts for any unperformed Software Services scheduled to be delivered after the termination date.
8.5 Survival. All sections of this Agreement which by their nature should survive termination, including, without limitation, License Restrictions, Payment terms, Confidentiality obligations, Intellectual Property Rights, Warranty, and Limitations of Liability.
9. WARRANTIES
9.1 Mutual Warranties.
9.1.1 Each Party represents and warrants to the other that:
9.1.1.1 It has the full power to enter into this Agreement and that this Agreement constitutes a legal, valid, and binding obligation of the Party, enforceable against it, and
9.1.1.2 This Agreement does not contravene, violate, or conflict with any other agreement of the Party with any third party.
9.1.2 Software Services Warranty.
9.1.2.1 For the term period of this Agreement Sanas warrants that the Software Services will materially conform to its published specifications described in the relevant Documentation supplied by Sanas.
9.1.2.2 Customer’s sole and exclusive remedy and the entire liability of Sanas and its suppliers and licensors under this limited warranty will be, at Sanas’ option, repair, or replacement of the Sanas Technology, or if repair or replacement is not possible, to terminate this Agreement and refund the Fee paid by Customer for the affected Sanas Technology.
9.1.3 Warranty Limitations.
9.1.3.1 The express warranties in this Agreement do not apply if the applicable Software Services:
9.1.3.1.1 has been altered, except by Sanas or its authorized representatives or its contractors;
9.1.3.1.2 has not been used, installed, operated, repaired, or maintained in accordance with this Agreement and/or Documentation; or
9.1.3.1.3 is for beta, evaluation, or testing purposes.
9.1.3.1.4 Additionally, the warranties set forth in this Agreement only apply to a warranty claim made within the warranty period specified in this Agreement and do not apply to any bug, defect or error caused by or attributable to software or products or services not supplied by Sanas.
10. WARRANTY DISCLAIMER
EXCEPT FOR THE WARRANTIES EXPRESSLY PROVIDED HEREIN, THE SOFTWARE SERVICES AND SANAS CONFIDENTIAL INFORMATION AND ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED "AS-IS," WITHOUT ANY WARRANTIES OF ANY KIND. SANAS (AND ITS AGENTS, AFFILIATES, LICENSORS, AND SUPPLIERS) HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
11. LIMITATION OF LIABILITY
IN NO EVENT WILL EITHER PARTY (OR ANY OF ITS AGENTS, AFFILIATES, LICENSORS OR SUPPLIERS) BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SOFTWARE SERVICES OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT, THE DELAY OR INABILITY TO USE THE SOFTWARE SERVICES OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF SANAS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THE TOTAL LIABILITY OF SANAS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, WILL NOT EXCEED, THE FEES PAID TO SANAS OR AUTHORIZED RESELLER UNDER THE RELEVANT ORDER IN THE TWELVE-MONTH PERIOD ENDING ON THE DATE THAT A CLAIM OR DEMAND IS FIRST ASSERTED. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY BUT WILL NOT APPLY TO A PARTY’S INDEMNIFICATION OBLIGATIONS OR CONFIDENTIALITY OBLIGATIONS HEREUNDER, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
12. PRIVACY AND DATA PROTECTION
Where applicable, Sanas will process personal data in accordance with, and for the purposes defined in, its Data Protection Agreement (DPA), available at https://www.sanas.ai/data-processing-agreement. The DPA forms part of this Agreement by reference and governs Sanas’ obligations regarding the processing, and protection of personal data in connection with the Software Services.
13. BRANDING & PUBLICITY
The Parties may, by mutual agreement, engage in co-marketing activities from time to time. Any such activities, including the use of names, logos, or trademarks, shall be subject to prior written approval by the respective Party. Unless otherwise agreed in writing, each Party shall bear its own costs related to co-marketing, and no public statements or materials referencing the other Party shall be released without prior consent.
14. MISCELLANEOUS
14.1 Force Majeure. Sanas shall be under no liability to you in respect of anything which, apart from this provision, may constitute breach of this Agreement arising by reason of force majeure, namely, circumstances beyond the reasonable control of Sanas.
14.2 Relationship of the Parties. The relationship of the Parties to this Agreement is one of independent contractors. Nothing contained in this Agreement shall be construed as creating a joint venture, partnership, or employment relationship between the Parties hereto, nor shall either Party have the right, power, or authority to act on behalf of the other Party.
14.3 Audit. Sanas reserves the right, upon prior notice to Customer, to audit Usage Data of the Software Services to verify Customer’s compliance with the terms of this Agreement.
14.4 Modifications. Sanas may update or modify this Agreement from time to time. Sanas will use commercially reasonable efforts to notify you of any material changes. Updated terms will be posted on our website and will become effective as of the stated effective date. Your continued use of the Software Services after such date constitutes your acceptance of the revised Agreement.
14.5 Severability. The terms and conditions stated herein are declared to be severable. If any provision or provisions of this Agreement will be held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.
14.6 Governing Terms: In the event of any conflict or inconsistency between the terms of this Agreement or Order Form as executed between Parties, the terms of the Order Form shall prevail solely with respect to the subject matter of that conflict or inconsistency.
14.7 Counterparts. This Agreement may be executed in several counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
14.8 Governing Law. For disputes arising under this Agreement will be governed by the internal substantive laws of the State of California or federal courts located in California, without reference to (i) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the Parties’ rights or duties; (ii) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or (iii) other international laws.
14.9 Notices. All notices relating to the terms and conditions of this Agreement shall be sent to the following contacts:
If to Sanas:
Attn: Legal Team,
437 Lytton Ave, Ste 200, Palo Alto, CA 94301,
email: legal@sanas.ai.
Notices to you will be sent to the contact details provided in your Order Form.
14.10 Assignment. Neither Party may assign this Agreement without the other Party’s prior written consent, not to be unreasonably withheld. However, either Party may assign it to an Affiliate or in connection with a merger, acquisition, reorganization, or sale of substantially all assets. This Agreement binds and benefits permitted successors and assigns.
14.11 Entire Agreement. This Agreement (together with the Exhibits, Orders and Statements of Work hereto) is the sole agreement of the Parties concerning the subject matter hereof, and it supersedes all prior agreements and understandings with respect to said subject matter.