Terms Of Service

Overview

Welcome to the SimpleTalk.AI Terms of Service agreement. The terms “SimpleTalk.AI”, “SimpleTalk” “the Company,” “we,” “us,” and “our” refer to our Company. The terms “the Partner,” “client,” “you,” and “your” refer to your Company.

The following Terms of Service apply when you sign this agreement. The signer must be the business owner or an authorized person within your company that is able to enter into this agreement. These Terms of Service will also apply to any other persons in your Company that communicate with us.

Please review the following terms carefully. By signing you signify your agreement to these Terms of Service. If you do not agree to be bound to these Terms of Service in their entirety, you are not eligible for services provided by SimpleTalk.AI. Below you will find the services rendered for individual services provided by SimpleTalk.AI respectively. These are all different services, in no way shape or form does this indicate that all services will be provided in any agreement.

The Terms of Service are subject to change without notice.
All calls and voicemails between us and you are monitored and recorded for quality assurance and training purposes.
Text and email messages are logged and monitored for quality assurance and training purposes.
All correspondence sent by you through the post office must be sent as “delivery receipt requested”. Please store your delivered receipts for your records. Please maintain all fax delivery confirmation requests.

Privacy Policy

The Company respects the privacy of its partners. Please refer to the Company’s Privacy Policy which explains how we collect, use, and disclose information that pertains to your privacy. By signing this agreement, you signify your agreement to the Privacy Policy as well as these Terms of Service. The services described below will only apply to said services the partner has agreed to.

1. Permissions Granted in Connection with Services:

a. To effectively render our services, SimpleTalk.AI is granted the right by the partner to utilize previous content, information furnished through forms, social media content, copy, scripts, and other materials provided. This content is exclusively utilized for the benefit of the partner and will not be shared with any other clients or partners.

2. Additional Terms Related to Services:

SimpleTalk.AI will provide management services and support in running Conversational AI for said partner. There is no guarantee of results, or scalability. Partner is responsible to launch, manage and run their website and business backend effectively.
SimpleTalk.AI will also provide partner support and reports as needed. These calls are to provide overall guidance and strategy, and the partner is solely responsible for any advice they decide to action and any given outcome. SimpleTalk.AI is not liable if the partner takes action that results in a decline in business revenue, legal liability or any other actions that may result in a negative impact to the partner’s business.
ALTHOUGH THE GOAL IS TO PROVIDE CONSULTING AND MANAGEMENT SERVICES THAT CAN PROVIDE AN OVERALL POSITIVE EXPERIENCE AND ROI, THIS IS BY NO WAY GUARANTEED AND DEPENDS ON A NUMBER OF FACTORS. SimpleTalk.AI IS NOT LIABLE IF A POSITIVE RETURN IS NOT MET OR NO REVENUE IS PRODUCED FROM THIS MANAGEMENT SERVICE AND PARTNER UNDERSTANDS THE RISK. NO REFUND OR GUARANTEE WILL BE GIVEN UNDER ANY CIRCUMSTANCE UNLESS ALL CONDITIONS OF THE CONDITIONAL MONEY BACK GUARANTEE ARE MET.
Both parties agree to adhere to all applicable data protection and privacy laws and regulations, including, but not limited to, the General Data Protection Regulation (GDPR) in the European Union, and client confidentiality.
Confidential information, as mentioned in Section 1, includes personal data. Both parties commit to ensuring that personal data is processed, stored, and transferred in a secure manner, in line with relevant data protection laws.
In the event of a data breach or suspected data breach, the affected party shall notify the other party immediately and take all necessary steps to mitigate the impact of such a breach.
Both parties shall cooperate fully with each other to address any data protection inquiries, complaints, or requests from individuals or data protection authorities relating to joint venture activities.

3. Development of Scripting Copy, Dispositions, Suppositions.

SimpleTalk.AI, working in conjunction with the partner, may at times help develop the prompt engineering and scripting and other content to be utilized in the partner’s business. It is the partner’s responsibility to review all facts, representations and any legal claims in such statements and website and Content for accuracy. Partner is required to check the contents being published by SimpleTalk.AI at least once per week. Partner is ultimately responsible for any claims in copy, even if written by SimpleTalk.AI that may breach local, state or federal laws. Partner is also responsible for any copyright infringement with other companies. While the Content will be developed in conjunction with the partner, the partner will be solely liable for such Website and Content, including all legal claims and other product/service efficacy claims made therein, and all legal aspects of the use of such copy. SimpleTalk at times may also aid and assist the partner in additional workflows post conversational ai use, including but not limited to tagging, segmentation, booking appointments and other actions that may take place through conversational ai inclusive of tracking through systems and dashboards. These additional actions are fulfilled through SimpleTalk’s methodologies and proprietary builds. Partner ultimately holds responsibility and confirmation of accuracy in its use. IN NO EVENT WILL SimpleTalk.AI HAVE ANY LIABILITY FOR THE USE, DISTRIBUTION AND/OR DISSEMINATION OF ANY SUCH CONTENT RELATED TO COPY AND THE ACTIONS TAKEN FORTH FROM COPY.

4. Third Party Software and Content Licenses.

Partner shall be solely responsible for the maintenance of all software and other third-party content licenses. To the extent that a new license or additional licenses are required for SimpleTalk.AI to provide the Services, SimpleTalk.AI will notify the partner in advance of all new or additional licenses and will facilitate purchase of said licenses where applicable. In no event will SimpleTalk.AI provide any Services with respect to which partner cannot demonstrate that it has obtained a license broad enough to allow such Services.

5. Third Party Software and Content Licenses.

The Third Party agrees not to use, disclose, reproduce, distribute, or otherwise make available to any third party any confidential information related to the joint venture, including but not limited to business plans, strategies, financial data, methodologies, backend processes and code, and other proprietary information, without the express written consent of the Party.
The obligations set forth in this section shall survive the termination of the joint venture for a period of 2 years.

6. Partner Responsibilities and Tasks:

The Partner is responsible for their own site, marketing, onboarding, customer service, implementation and operations with SimpleTalk. The Partner is responsible for the proper deployment of the product offering and website and upkeep.
The Partner agrees to ensure consistent output and upkeep as part of their responsibilities and tasks related to the joint venture. Inclusive but not limited to the fulfillment and upkeep of the deployed product offering. The Partner has full flexibility and control over their personal service offering and pricing structure granted in maintains in line with operational details with SimpleTalk.
SimpleTalk is responsible for providing technical offerings and support to ensure the initial product offering is maintained operationally and scales accordingly for consistent delivery.

7. Intellectual Property:

Partner Proprietary Intellectual Property. SimpleTalk.AI acknowledges that as part of performing the Services, SimpleTalk.AI personnel may have access to or utilize Partner proprietary software, methodologies, tools, specifications, drawings, sketches, models, samples, records, documentation, works of authorship or creative works, ideas, knowledge or data which has been originated or developed by personnel of Partner or its affiliates or by third parties under contract to Partner to develop same, or which has been purchased by, or licensed to, Partner (collectively, “Partner Proprietary Intellectual Property”). SimpleTalk.AI agrees that Partner Proprietary Intellectual Property is the sole property of Partner (or its licensor) and that Partner (or its licensor) will at all times retain sole and exclusive title to or ownership thereof. Nothing contained in this Agreement or otherwise shall be construed to grant to SimpleTalk.AI any right, title, license or other interest in, to or under any Partner in Proprietary Intellectual Property (whether by estoppel, implication or otherwise), except the right to modify and otherwise use the Partner Proprietary Intellectual Property only in conjunction with the performance of the Services.
Ownership of SimpleTalk.AI. Subject to the provisions of Sections 7(c), 7(d) and 7(e), below, SimpleTalk.AI agrees that upon payment in full, the SimpleTalk.AI Deliverables shall become the property of, and ownership thereof shall vest in, Partner. SimpleTalk.AI agrees to take all reasonably necessary actions which are necessary to assure the conveyance to Partner of all right, title and interest in, to and under any SimpleTalk.AI Deliverables, including copyright. The cost of conveying such rights shall be at Partner’s expense.
Residual Rights. Notwithstanding the above, Partner agrees that SimpleTalk.AI, its affiliates and their respective employees and agents shall be free to use and employ their general skills, know-how, and expertise, and to use, disclose, and employ any generalized ideas, concepts, know-how, methods, tools, processes, techniques or skills gained or learned either before or during the course of any Services performed hereunder, subject to its obligations respecting Partner’s Confidential Information pursuant to Section 7, below. Partner understands and agrees that SimpleTalk.AI and its affiliates may perform similar services for third parties using the same personnel that SimpleTalk.AI may utilize for rendering the Services for Partner hereunder, subject to SimpleTalk.AI obligations respecting Partner’s Confidential Information pursuant to Section 7.
SimpleTalk.AI Proprietary Intellectual Property. Partner acknowledges that as part of performing the Services, SimpleTalk.AI personnel may utilize SimpleTalk.AI proprietary authoring scripts, source code, custom utilities and other proprietary software, methodologies, tools, specifications, drawings, sketches, models, samples, records, documentation, works of authorship or creative works, ideas, knowledge or data which has been originated or developed by the personnel of SimpleTalk.AI or its affiliates or by third parties under contract to SimpleTalk.AI to develop same, or which has been purchased by, or licensed to, SimpleTalk.AI, or may otherwise create any of the foregoing as part of the Services (collectively, “SimpleTalk.AI Proprietary Intellectual Property”). Partner agrees that SimpleTalk.AI’s Proprietary Intellectual Property is the sole property of SimpleTalk.AI (or its licensor) and that SimpleTalk.AI (or its licensor) will at all times retain sole and exclusive title to and ownership thereof and is considered Confidential Information of SimpleTalk.AI as set forth in Section 7, below. Nothing contained in this Agreement or otherwise shall be construed to grant to Partner any right, title, license or other interest in, to or under any SimpleTalk.AI Proprietary Intellectual Property (whether by estoppel, implication or otherwise), except as expressly provided in the next sentence. Notwithstanding the immediately preceding sentence, SimpleTalk.AI agrees that upon payment in full, SimpleTalk.AI hereby grants to Partner a limited, perpetual, royalty free, fully-paid, non-exclusive, non-assignable worldwide license to use, copy, modify and create derivative works of any SimpleTalk.AI Proprietary Intellectual Property which is included within the SimpleTalk.AI Deliverables, solely for the purpose of using or otherwise exploiting the SimpleTalk.AI Deliverable as contemplated by the Statement of Work found in section, (2a), (2b), (3). In no event may Partner sell, assign, transfer or otherwise exploit any such SimpleTalk.AI Deliverable except as specifically provided herein.
SimpleTalk.AI Enhancements. Partner agrees that any additions, enhancements, improvements or other modifications to SimpleTalk.AI Proprietary Intellectual Property developed, acquired, or first conceived or reduced to practice by SimpleTalk.AI personnel or any third party on behalf of SimpleTalk.AI, whether in conjunction with performing the Services for Partner or otherwise ( “SimpleTalk.AI Enhancements”) shall be the sole property of, and ownership shall vest in, SimpleTalk.AI (or its licensor). Partner agrees to take all reasonably necessary actions which are necessary to assure the conveyance of all right, title and interest in, to and under any SimpleTalk.AI Enhancements, including copyright, to SimpleTalk.AI (or its licensor). The cost of conveying such rights shall be at SimpleTalk.AI expense. Notwithstanding the immediately preceding sentence, SimpleTalk.AI agrees that upon payment in full, SimpleTalk.AI hereby grants to Partner a limited, perpetual, royalty free, fully-paid, non-exclusive, non-assignable worldwide license to use, copy, modify and create derivative works of any Enhancement which is included within the SimpleTalk.AI Deliverables, solely for the purpose of using or otherwise exploiting the SimpleTalk.AI Deliverable as contemplated by the Statement of Work
SimpleTalk.AI has the right to remove any of the related campaigns and content created during its contracted period prior to termination of this Agreement if any amounts payable from the Partner remain outstanding. Until payment in full of such outstanding amounts, all content and campaigns remain the intellectual property of SimpleTalk.AI

8. Confidentiality:

Partner and SimpleTalk.AI shall each (i) hold the Confidential Information (as defined below) of the other in trust and confidence and avoid the disclosure or release thereof to any other person or entity by using the same degree of care as it uses to avoid unauthorized use, disclosure, or dissemination of its own Confidential Information of a similar nature, but not less than reasonable care, and (ii) not use the Confidential Information of the other party for any purpose whatsoever except as expressly contemplated under this Agreement or any Statement of Work. Each party shall disclose the Confidential Information of the other only to those of its employees having a need to know such Confidential Information and shall take all reasonable precautions to ensure that its employees comply with the provisions of this Section 8.
The term “Confidential Information” shall mean any and all information or proprietary materials (in every form and media) not generally known in the relevant trade or industry and which has been or is hereafter disclosed or made available by either party (the “disclosing party”) to the other (the “receiving party”) in connection with the efforts contemplated hereunder, including (i) all trade secrets, (ii) existing or contemplated products, services, designs, technology, processes, technical data, engineering, techniques, methodologies and concepts and any information related thereto, and (iii) information relating to business plans, sales or marketing methods and Partner lists or requirements.
The obligations of either party under this Section 8 will not apply to information that the receiving party can demonstrate (i) was in its possession at the time of disclosure and without restriction as to confidentiality, (ii) at the time of disclosure is generally available to the public or after disclosure becomes generally available to the public through no breach of agreement or other wrongful act by the receiving party, (iii) has been received from a third party without restriction on disclosure and without breach of agreement or other wrongful act by the receiving party, (iv) is independently developed by the receiving party without regard to the Confidential Information of the other party, or (v) is required to be disclosed by law or order of a court of competent jurisdiction or regulatory authority, provided that the receiving party shall furnish prompt written notice of such required disclosure and reasonably cooperate with the disclosing party, at the disclosing party’s cost and expense, in any effort made by the disclosing party to seek a protective order or other appropriate protection of its Confidential Information.
Notwithstanding the foregoing, SimpleTalk.AI shall be entitled to use partner’s name and results from the Services in any and all marketing materials utilized by SimpleTalk.AI to market its Services.

9. Revenue Share in Partnership:

Under the revenue share partnership, net profits are allocated, with the partner entitled to 60% and SimpleTalk entitled to 40%, chart breakdown in Appendix A below. The listed “Call Volume /Day” defines the amount of total dialed calls. The Partner retains the autonomy to set call charges above the standard rates of $0.10/minute for outbound calls and $0.15/minute for inbound calls to their clients, subaccounts, agencies and other service distributions. The quotes listed and charges are related to active connected calls inclusive of voicemails and not defined as dialed time, or time allocated to make an actual call. Conditions are subject to change dependent on the level of fulfillment from SimpleTalk to service Agency clients where Splits may have varying rates and flipped, In example 80% to SimpleTalk and 20% to Agency for fulfillment services from agency sub clients. If Inbound minutes and outbound minute quotes are at our base rate charges and NOT at cost charges of Outbound quote: $.15/minute and Inbound Quote: $.20/minute. There are NO revenue splits and the agency receives one hundred percent of the upcharges above those standard rates. In the exception that Simpletalk fulfillment is required in agency offering and minute rates are above the standard rates, it is subject to revenue share. The amount will be discussed and agreed upon in a separate agreement form between the agency and SimpleTalk.

a. Monthly Volume Calculation and Adjustments

i. Volume Metrics: At the end of each calendar month, the total volume of calls generated by the Affiliate will be calculated. This calculation will be based on the average daily total volume of calls for the respective month.

ii. Scaling Adjustments: Affiliates who achieve predetermined volume goals of daily calls, as outlined in Appendix A, are eligible for scaling down their commitment payment percentage to SimpleTalk.

b. Invoicing Based on Call Volume

i. Monthly Invoicing: Invoices will be issued to Affiliates on a monthly basis. The invoiced amount will be determined based on the average daily total volume of calls, as calculated per Section 9(a).

ii. Dashboard Metrics Consideration: In calculating the invoice amount, we will also take into account the dashboard metrics provided for each sub-client under the Affiliate. These metrics will help in determining the value of services rendered, ensuring that invoicing is reflective of actual usage and performance.

c. Compliance and Reporting

i. Data Accuracy: Affiliates must ensure that all data related to call volumes and dashboard metrics is accurate and up-to-date. Any discrepancies found in the data may result in adjustments to the invoicing and scaling terms.

d. SimpleTalk Branded Agency Monthly Licensing:

i. Monthly Licensing Fees will vary depending on client use case.

e. Activation Fees:

i. Agency Activation: A one-time fee is required for activating new SimpleTalk Branded agency accounts.

ii. Sub Account Activation: For each new sub-account, a one-time fee of $199 is charged. The sub-account cannot access SimpleTalk features until this fee is processed.

f. Conditional Money Back Guarantee:

i. At SimpleTalk.AI, we stand behind the effectiveness of our Voice AI solutions and our commitment to your success. We offer this conditional money-back guarantee to ensure that you feel fully supported in integrating our technology into your operations. This guarantee is provided under the following conditions, emphasizing our joint effort towards achieving outstanding results.

ii. Onboarding Completion: Complete all onboarding steps within the first 7 days of the contract start date, including account setup, training sessions, and initial configuration as guided by SimpleTalk.AI

iii. Active Participation: Respond to communications from SimpleTalk on Slack or any other designated communication platform within 24 hours during business days, ensuring timely collaboration and support. Show up to requested meetings on mutually agreed times.

iv. Account Information Submission: Provide all required account details, access credentials, and any other information necessary for SimpleTalk to fully implement and optimize the Voice AI services within 7 days of the contract start date.

v. Usage Commitment: Actively use the Voice AI system for a minimum period of three months, demonstrating a genuine effort to integrate our solution into your daily operations.

vi. Feedback and Reporting: Regularly provide feedback and cooperate with SimpleTalk.AI in the optimization process, including participating in scheduled review meetings and reporting any issues or concerns within 3 days of their occurrence.

vii. Training and Support Utilization: Engage with the training materials provided, completing SimpleTalk University and request support when needed, ensuring that your team is adequately knowledgeable about leveraging the Voice AI system.

viii. Performance Metrics Agreement: Agree upon specific performance metrics or goals with SimpleTalk at the outset of the contract, aiming to measure the success of the Voice AI implementation.

ix. Data Provision: The client must provide all necessary data, including but not limited to customer interaction logs, usage statistics, and performance feedback, in a timely manner as required for continuous improvement of the Voice AI system. Failure to provide such data within 24 hours of the support request will render the money-back guarantee void.

x. Minimum Interaction Volume: Maintain a minimum volume of 100 interactions per month using the Voice AI system to ensure adequate data for optimization and performance assessment. This condition is crucial for the system to learn and adapt effectively to your specific needs.

xi. Regular Training Attendance: The client’s team must attend all scheduled advanced training sessions and webinars offered by SimpleTalk to ensure they are utilizing the Voice AI system to its full potential. Attendance records will be maintained, and failure to attend at least 75% of these sessions will disqualify the client from the money-back guarantee. Clients may watch a replay version of the training session.

xii. System Updates and Upgrades: Implement all recommended system updates and upgrades within 7 days of their release. These updates are crucial for maintaining the optimal performance of the Voice AI system and ensuring compatibility with evolving technology standards.

xiii. Financial Standing: The client must be in good financial standing with SimpleTalk, with no overdue invoices or payments at the time of claiming the guarantee. Financial delinquency will invalidate the guarantee claim.

xiv. Compliance with Usage Guidelines: Strict adherence to the usage guidelines and best practices as provided by SimpleTalk. Misuse or abuse of the Voice AI system, including but not limited to attempts to reverse engineer the system, will void the guarantee.

xv. Dispute Resolution Effort: Before claiming the money-back guarantee, the client must engage in a good faith effort to resolve any disputes or dissatisfaction through SimpleTalk.AI’s customer support and dispute resolution process. This may include mediation sessions, additional support, or system adjustments to meet the client’s needs.

xvi. Limitation on Scope of Use: The guarantee applies only to the core functionalities of the Voice AI system as agreed upon at the start of the contract. Customizations or additional services requested by the client beyond the agreed scope are not covered under the money-back guarantee.

xvii. SimpleTalk.AI reserves a period of 30 days to review and process any claims made under this guarantee. This review period allows for a thorough assessment of the client’s adherence to the above conditions and the validity of their claim.

10. Merchant & Payout Terms

a. In the event of mutually agreed relationships for billing and revenue share models, the below sections apply.

i. An agreed upon merchant will be used for payment processing, access will be shared between both parties. The choice of merchant shall align with the operation needs and financial regulations.

ii. Payout terms will be clearly defined and agreed upon to ensure the timely distribution of profits according to the agreed percentages.

iii. Revenue generated from minutes or calls will be sent directly to our company and will be tracked through our systems for transparency and tracking. A transparent and auditable process will be established for tracking and reporting these revenues

iv. In the event of future developments, merchant access may no longer be needed to be shared. In the event that automated billing and segmentation occurs, the agency client split of percentages outlined in accordance with revenue share in partnership as defined by Appendix A may be automatically billed by Simpletalk.AI

b. You agree to authorize automatic monthly billing for the usage of SimpleTalk services. You acknowledge and permit us to charge the designated card on file for the total amount due based on their monthly usage of the SimpleTalk product. You agree to authorize automatic billing where applied from the revenue split listed in section 9.

c. Additional Offers and Pricing Strategies: SimpleTalk retains the authority and right to approve and modify pricing strategies.

d. Any change in pricing will be communicated and receipt thereof confirmed by Partner in a timely manner, ensuring alignment with the revenue share agreement. Upon notice of pricing changes, SimpleTalk will provide reasonable notice prior to changes taking into effect (45) days. In unforeseen circumstances pricing changes might need to be made sooner, SimpleTalk will work with the Partner to configure potential solutions to mitigate potential risks for partner client expectations.

e. Effect of Termination: In the event of termination or upon expiration of this Agreement, Sections 4, 5, 6, 7, 8, 11, 12, 13, 14, 17 and 18 hereof will survive and continue in full force and effect.

11. Non-Solicitation:

During the Term hereof and for a period of eighteen (18) months thereafter, Partner shall not, directly or indirectly through any affiliates, subsidiaries, related parties or intermediaries, solicit for employment or employ, whether as an employee or independent contractor, or hire, engage or accept services provided by, any employee, officer or independent contractor of SimpleTalk.AI.
In the event either party commits a material breach of any of its obligations hereunder, the non-defaulting party will so notify the defaulting party in writing (and, in such notice, indicate the nature of the breach and the assertion of the non-defaulting party’s right to terminate). The defaulting party will have fourteen (14) days (except five (5) days in the case of payment of monies due) following receipt of such notice to cure such breach or, if such breach reasonably cannot be cured in fourteen (14) days, such longer period of time as may be reasonably necessary to effect such cure if the defaulting party furnishes to the non-defaulting party within such fourteen (14) day period a plan demonstrating that it is capable of curing the breach and thereafter diligently proceeds to prosecute such plan to completion. If such breach remains uncured after such cure period, the non-defaulting party may terminate this Agreement pursuant to this Section 11 effective immediately by sending further notice to such effect.

12. Warranty and Warranty Disclaimers:

SimpleTalk.AI warrants that its Services shall be performed in a manner that is consistent with applicable industry standards.
SimpleTalk.AI provides no guarantee of a positive improvements or return or any predictions. No refunds will be given, regardless of perceived standard unless all conditions of the conditional money back guarantee are met. SimpleTalk.AI does not guarantee that its work will be error-free. SimpleTalk.AI DOES NOT WARRANT OR GUARANTEE THE RESULTS OR ACHIEVEMENTS OF THE SERVICES PROVIDED HEREUNDER.
No guarantee is made as to the efficacy or value of any Services performed. PARTNER UNDERSTANDS AND EXPRESSLY AGREES THAT, EXCEPT AS SET FORTH IN SECTION 12(a) ABOVE, SimpleTalk.AI MAKES NO WARRANTIES WHATSOEVER WITH RESPECT TO ANY SERVICES PROVIDED HEREUNDER, AND SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, REGARDLESS OF ANY KNOWLEDGE OF PARTNER’’S PARTICULAR NEEDS. NO EMPLOYEE, CONTRACTOR OR AGENT OF SimpleTalk.AI IS AUTHORIZED TO MAKE ANY ADDITIONAL WARRANTIES OR MODIFY THE FOREGOING LIMITED WARRANTY. IF IMPLIED WARRANTIES MAY NOT BE DISCLAIMED UNDER APPLICABLE LAW, THEN ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO THIRTY DAYS AFTER THE DATE OF THE PROVISION OF THE APPLICABLE SERVICES. BECAUSE SOME STATES DO NOT ALLOW LIMITATIONS ON THE LENGTH OF AN IMPLIED WARRANTY, THE ABOVE LIMITATION MAY NOT APPLY TO PARTNER. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM JURISDICTION TO JURISDICTION.
SimpleTalk.AI makes no warranties with respect to any third party supplier’s services, software, equipment, hardware or other products provided by SimpleTalk.AI under this Agreement. SimpleTalk.AI will pass through to Partner any warranty rights SimpleTalk.AI obtains under warranties and indemnities given by any third party suppliers in connection with any services, software, equipment, hardware or other products provided by SimpleTalk.AI solely to the extent permitted by the third party suppliers and provided that there is no additional cost to SimpleTalk.AI
THE WARRANTIES SET FORTH IN THIS AGREEMENT SHALL EXTEND ONLY TO PARTNER, ARE NON-TRANSFERABLE, ARE SimpleTalk.AI SOLE AND EXCLUSIVE WARRANTIES, AND ARE EXPRESSLY MADE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

13. Limitations of Liability:

IN NO EVENT SHALL SimpleTalk.AI BE LIABLE TO PARTNER OR ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, EXEMPLARY, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOST REVENUES, PROFITS, SAVINGS OR BUSINESS) OR LOSS OF RECORDS OR DATA, WHETHER IN AN ACTION BASED ON CONTRACT, WARRANTY, STRICT LIABILITY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE, EVEN IF SimpleTalk.AI HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN BY SimpleTalk.AI
IN NO EVENT SHALL THE LIABILITY OF SimpleTalk.AITO PARTNER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED, IN THE AGGREGATE, THE TOTAL FEES PAID BY PARTNER TO SimpleTalk.AI DURING THE PAST TWELVE (12) MONTHS FOR THE PARTICULAR SERVICES WHICH GAVE RISE TO THE CLAIM, WHETHER SUCH LIABILITY IS BASED ON AN ACTION IN CONTRACT, WARRANTY, STRICT LIABILITY OR TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE.
The parties agree that this Agreement is solely for the benefit of the parties hereto and no provision of this Agreement shall be deemed to confer upon any other person or entity any remedy, claim, liability, reimbursement, cause of action or other right whatsoever.
SimpleTalk.AI does not and cannot control the flow of data to or from the system components and other portions of Partner’s network and the Internet. Such flow depends on the performance of the network or Internet services provided or controlled by Partner or by third parties. At any time, actions or inactions of Partner or such third parties can impair or disrupt Partner’’s connections to Partner’’s network or the Internet (or portions thereof). SimpleTalk.AI CANNOT AND DOES NOT GUARANTEE THAT SUCH EVENTS SHALL NOT OCCUR. ACCORDINGLY, SimpleTalk.AI SHALL HAVE NO OBLIGATION TO CORRECT ANY SUCH IMPAIRMENTS OR DISRUPTIONS AND SimpleTalk.AI MAKES NO REPRESENTATIONS OR WARRANTIES AND DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH.
SimpleTalk.AI disclaims all liability with respect to the creation, use and/or dissemination of any content.
SimpleTalk.AI entire liability under this Agreement shall be as set out in this Section 13. The parties have agreed that the limitations specified in this Section 13 will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

14. Limitations of Liability:

Intellectual Property Rights Indemnity. SimpleTalk.AI and Partner (in such case, the “indemnifying party”) each agree to indemnify and hold harmless the other (in such case, the “indemnified party”) from and against any costs and damages awarded against the indemnified party by a court pursuant to a final judgment as a result of, and defend the indemnified party against, any claim of infringement of any U.S. patent or copyright or misappropriation of any trade secret related to SimpleTalk.AI Services (in the case of indemnification by SimpleTalk.AI or SimpleTalk.AI possession, use or modification of any software, documentation, data or other property provided by the Partner (in the case of indemnification by Partner). In the event of an infringement or misappropriation claim as described in this Section 14(a), or if SimpleTalk.AI reasonably believes that a claim is likely to be made, SimpleTalk.AI, at its option and in lieu of indemnification, may: (i) modify the applicable Services so that they become non-infringing but functionally equivalent; (ii) if such Services may not be modified to avoid such infringement problem, refund to Partner a pro rata portion of the fees received for such Services that are the subject of such a claim. SimpleTalk.AI shall have no obligation under this Section 14(a) or other liability for any infringement or misappropriation claim resulting or alleged to result from: (1) any aspect of Partner’s software, hardware, documentation or data which existed prior to SimpleTalk.AI performance of Services; (2) any claim arising from any instruction, information, design or other materials furnished by Partner or any third party to SimpleTalk.AI hereunder; or (3) Partner’s continuing the allegedly infringing activity after being notified thereof or after being informed and provided with modifications that would have avoided the alleged infringement. This Section 14(a) sets forth the exclusive remedy and entire liability and obligation of each party with respect to intellectual property infringement or misappropriation claims, including patent or copyright infringement claims and trade secret misappropriation.
Personal Injury and Property Damage Indemnity. SimpleTalk.AI and Partner each agree to indemnify, defend and hold harmless the other from and against any and all claims, actions, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and expenses, arising out of third party claims for bodily injury or damage to real or tangible personal property, to the extent caused directly and proximately by the gross negligence or willful misconduct of the indemnifying party, its employees or agents.
General Indemnity. Partner shall indemnify, defend, and hold harmless SimpleTalk.AI agents from and against all claims, losses, damages, liabilities and expenses, including reasonable attorneys’ fees and court costs arising from (i) a third party claim to the extent that such claim arises from Partner’s business activities; (ii) Partner’s use of the Services hereunder, excluding those actions for which SimpleTalk.AI is indemnifying Partner pursuant to this Section 14; (iii) any claims relating to any Content; (iv) any breach of this Agreement by Partner; or (v) the failure of Partner to comply with any law, ordinance or regulation.
Indemnification Procedures. The obligations to indemnify, defend and hold harmless set forth above in this Section 14 will not apply to the extent the indemnified party was responsible for giving rise to the matter upon which the claim for indemnification is based and will not apply unless the indemnified party (i) promptly notifies the indemnifying party of any matters in respect of which the indemnity may apply and of which the indemnified party has knowledge; (ii) gives the indemnifying party full opportunity to control the response thereto and the defense thereof, including any agreement relating to the settlement thereof, provided that the indemnifying party shall not settle any such claim or action without the prior written consent of the indemnified party (which shall not be unreasonably withheld or delayed); and (iii) cooperates with the indemnifying party, at the indemnifying party’s cost and expense in the defense or settlement thereof. The indemnified party may participate, at its own expense, in such defense and in any settlement discussions directly or through counsel of its choice on a monitoring, non-controlling basis.

15. Force Majeure:

The performance of either party under this Agreement (other than the payment of amounts due) may be suspended to the extent and for the period of time that such party is prevented or delayed from fulfilling its obligations due to causes beyond its reasonable control (including, without limitation, acts of God, acts of civil or military authority including governmental priorities, strikes or other labor disturbances, fires, floods, epidemics, wars, or riots).

16. Governing Law and Jurisdiction:

This Agreement shall be governed and construed in accordance with the internal substantive laws of the State of Florida, without regard to its conflicts of laws principles. All disputes arising out of or with respect to this Agreement shall be heard exclusively in the courts, state and Federal, located in Miami, FL. No action, regardless of form, arising out of this Agreement, may be brought by either party more than one (1) year from the last date of payment.

17. Governing Law and Jurisdiction:

SimpleTalk.AI employees are not and shall not be deemed to be employees of Partner or Client. SimpleTalk.AI shall be solely responsible for the payment of all compensation to its employees, including provisions for employment taxes, workers’ compensation and any similar taxes associated with employment of SimpleTalk.AI’s personnel. SimpleTalk.AI and Partner are not partners or joint ventures; neither party is the agent, representative or employee of the other party; and nothing in this Agreement will be construed to create any relationship between them other than an independent contractor relationship. Neither party will have any responsibility nor liability for the actions of the other party except as specifically provided herein. Neither party will have any right or authority to bind or obligate the other party in any manner or make any representation or warranty on behalf of the other party. SimpleTalk.AI will have sole responsibility for the assignment of personnel to perform any Services. Such personnel will not be restricted or prevented from performing similar services for others.
All notices, consents and other communications, required or which may be given under this Agreement will be deemed to have been duly given (a) five (5) days after being mailed by registered or certified mail, return receipt requested; or (b) when received by the addressee, if sent by facsimile transmission or by Express Mail, Federal Express or other express delivery service (receipt requested), in each case addressed to a party at its address first set forth above (or to such other address(es) as such party may hereafter designate as to itself by notice to the other party hereto).
SimpleTalk.AI hereby authorized to utilize Partner’s name, logos, trademarks and/or service marks in the SimpleTalk.AI Partner list, in media releases, public announcements and public disclosures, including use in promotion and marketing materials.
(i) Neither party may assign or otherwise transfer any of its rights, duties or obligations under this Agreement without the prior written consent of the other party, (ii) either party may, upon prior written notice to the other party (but without any obligation to obtain the consent of such other party), assign this Agreement or any of its rights hereunder to any affiliate of such party, or to any person or entity who succeeds (by purchase, merger, operation of law or otherwise) to all or substantially all of the capital stock, assets or business of such party, if such person or entity agrees in writing to assume and be bound by all of the obligations of such party under this Agreement and (iii) SimpleTalk.AI may assign the right to monies due or to become due under this Agreement. Any attempted assignment or transfer in contravention of this paragraph will be void and of no force and effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assignees.
If the scope of any provision of this Agreement is too broad in any respect whatsoever to permit enforcement to its full extent, then such provision shall be enforced to the maximum extent permitted by law, and the parties hereto consent and agree that such scope may be judicially modified accordingly and that the whole of such provision shall not thereby fail, but that the scope of such provision shall be curtailed only to the extent necessary to conform to law. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions hereof in any other jurisdiction.
This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement.
This Agreement may not be amended or modified, nor may any right or remedy of any party be waived, unless the same is in writing and signed by and addressed to a duly authorized representative of such party.
No failure or delay by any party in exercising any of its rights or remedies hereunder will operate as a waiver thereof, nor will any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. Except as otherwise provided herein, the rights and remedies of the parties provided in this Agreement are cumulative and not exclusive of any rights or remedies provided under this Agreement, by law, in equity or otherwise.
All of the terms and provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective transferees, successors, assigns and heirs, unless otherwise specifically provided herein.
If any party brings any action or proceeding to enforce, protect or establish any right or remedy under this Agreement or with respect to the transaction contemplated hereby, the prevailing party shall be entitled to recover actual attorney’s fees and costs.
This Agreement sets forth the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior negotiations or agreements, whether oral or in writing, with respect to the subject matter of this Agreement.
This Agreement may be executed in one or more counterparts, each of which shall be deemed to be a duplicate original but all of which, when taken together, shall constitute a single instrument

18. Termination Process:

Notice Period: The Partner must provide a written notice of termination to the company at least 30 days before the intended termination date if they decide to cease using the conversational AI.
Termination Effective Date: The termination shall take effect on the date specified in the written notice. Upon termination, the company will discontinue providing the conversational AI services to the Partner.

19. Client Continuity Clause:

Client Choice Upon Partner Termination: Should the Partner decide to discontinue using SimpleTalk, the clients currently availing the services will have the option to transition and continue using the software directly through SimpleTalk.

20. Payment Structure Clause:

During Active Partnership: While actively partnered, the Partner shall receive their designated share of 60% and SimpleTalk is entitled to 40% of the net profits from their clients using our conversational AI above the market at cost rates of $0.10 for outbound calls and $0.15 for inbound calls. If Inbound minutes and outbound minute quotes are at our base rate charges of Outbound quote: $.15/minute and Inbound Quote: $.20/minute. The agency receives 100% of the upcharges above those standard rates. In the exception that Simpletalk fulfillment is required in agency offering and minute rates are above the standard rates, it is subject to revenue share. The amount will be discussed and agreed upon in a separate agreement form between the agency and SimpleTalk.

21. Final Settlement and Billing:

Upon the termination of the partnership, SimpleTalk shall conduct a final billing process to settle any outstanding payments or balances owed by the Partner related to the utilization of SimpleTalk conversational AI up to the effective date of termination.
Within 30 days following the termination date, SimpleTalk will issue a final invoice detailing any outstanding fees or charges owed by the Partner for the services rendered up to the termination date.
The Partner agrees to promptly settle the final invoice amount within the specified timeframe to ensure the complete and final settlement of all financial obligations between the parties.
SimpleTalk shall ensure transparency in the final billing process and provide a detailed breakdown of charges, if applicable, to facilitate a clear understanding of the final billing amounts owed by the Partner.

IN WITNESS WHEREOF, the parties, through their duly authorized representatives, have executed this Agreement, to be effective as of the date first hereinabove set forth. This partnership agreement aims to leverage the strengths of both companies, driving growth and profitability while ensuring operational transparency and strategic alignment.