Services Agreement
(Business & Enterprise)

WellSaid Services Agreement (Business & Enterprise)

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This Services Agreement (the “Agreement”) is a legally binding agreement between WellSaid Labs, Inc. (“WellSaid,” or “we”) and the customer identified in the relevant Order Form (“you,” or “Customer”). The Agreement, which includes our Acceptable Use Policy, our Data Processing Agreement and any additional terms that link to this Agreement, governs your use of WellSaid’s text to speech and voice synthesis platform that use WellSaid’s proprietary artificial intelligence voice models and related training solutions as detailed in an Order Form (collectively, along with the WellSaid API, the “Services”). This Agreement is only intended to be used by business entities and not by consumers.

This Agreement is effective as of the date set forth in the first Order Form between you and WellSaid (the “Effective Date”). If you are accepting this Agreement on behalf of Customer, you represent and warrant that (i) you have full legal authority to bind that organization to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree on behalf of the organization to this Agreement.

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Definitions.

“Acceptable Use Policy” or “AUP” means the then-current acceptable use policy for the Services located at: https://www.wellsaid.io/aup.
“Authorized User” has the definition given such term in Section 3.1hereof.
“BAA” means a business associate agreement signed by the parties that covers the handling of PHI.
“Customer Account” means the account Customer uses to access the Services.
“Customer Data” means Input and Output.
Data Processing Agreement” or “DPA” means our Data Processing Agreement located at https://www.wellsaid.io/dpa.
“Data Protection Laws” has the definition given such term in the Data Protection Addendum.
“Documentation” means any tangible user operating guides that WellSaid makes available to Customer by WellSaid, including via WellSaid’s website, as the same may be updated from time to time.
“Fees” has the meaning given such term in Section 7.1.
“Input” means any and all instructions, text descriptions, and other content provided by Customer to the Services in order to generate an Output.
“Order Form” mean an ordering document for the Services, including an online registration page.
“Output” means any and all content generated by the Services based on Input. For clarity, Output does not include WellSaid’s artificial intelligence voice models or other artificial intelligence models used by WellSaid as part of the Services.
“Personal Data” has the definition given such term in the Data Processing Agreement.
“PHI” or “Protected Health Information” has the meaning given such term in the BAA.
“Renewal Term” has the meaning given such term in Section 15.1 hereof.
“Subscription Term” means the period of time identified in the relevant Order Form which shall define the period of time that Customer may access and use the Services set forth in that Order Form and all Renewal Terms for that subscription.
“WellSaid API” means the application programming interface provided by WellSaid that a Customer may purchase as a feature of the Services and which facilitates the creation of Output on consumer-facing digital experiences.
Services.
1. License to Services. Subject to the terms and conditions of this Agreement and the payment of all relevant Fees, WellSaid grants to Customer a non-exclusive, limited, revocable, nontransferable, non-sublicensable license during the Subscription Term to use the Services in accordance with this Agreement and all relevant Documentation.
2. WellSaid API. If you have purchased a subscription to use the WellSaid API, the following additional use and use restrictions shall apply:
  - You must register and receive a valid suit of authorization consumer keys (the “API Keys”) and may not use more than one set of API Keys unless WellSaid expressly permits such use in writing;
  - All queries sent to the WellSaid API must reference valid login credentials;
  - You may not use the WellSaid API on behalf of a third party; and
  - You may not remove tracking parameters from any WellSaid API calls, such as Google Analytics tracking tags.
3. Use and Use Restrictions. Customer will only use the Services for its legitimate purposes in accordance with this Agreement, including the AUP. Customer’s use of the Services will at all times comply with all applicable laws. Customer will not: (i) use, copy, modify or otherwise prepare derivative works of the Services, or any portion thereof, unless expressly authorized in this Agreement; (ii) use the Services to develop any product or artificial intelligence model that competes with the Services (iii) reverse engineer, disassemble, alter or decompile the Services, or otherwise attempt to derive or modify the source code of, or any processes, techniques, methods, specifications, protocols, algorithms, interfaces, data structures, or other information embodied or used in the Services; (iv) sell, resell, sublicense, transfer, or distribute any or all of the Services; (v) use the Services to create, collect, transmit, store, use, or process any data that violates any applicable laws, or infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity); (vi) use the Services, or allow the transfer, transmission, export, or re-export of the Services or portion thereof, in violation of any export control laws or regulations administered by the U.S. Commerce Department or any other government agency; (vii) remove any copyright, trademark, proprietary rights, disclaimer, or warning notice included on or embedded in any part of the Services or any other materials provided by WellSaid and (viii) use the Services or any Output in violation of the AUP.
4. Suspension of Services. If WellSaid becomes aware that Customer's use of the Services violates any part of Section 2.3, WellSaid will notify Customer and request that Customer correct the violation. If Customer fails to correct the violation within 24 hours of WellSaid's request, then WellSaid may suspend all or part of Customer's use of the Services until the violation is corrected and Customer will not be relieved of its payment obligations during such suspension. In addition to its other rights of suspension, WellSaid may also suspend all or part of Customer's use of the Services without prior notice if (a) WellSaid reasonably believes suspension is needed to protect the Services, WellSaid’s infrastructure supporting the Services, or any other customer of the Services (or its authorized users); (b) there is suspected unauthorized third-party access to the Services; or (c) WellSaid reasonably believes that immediate suspension is required to comply with any applicable law. WellSaid will lift any such suspension when the circumstances giving rise to the suspension have been resolved. At Customer's request, WellSaid will, unless prohibited by applicable law, notify Customer of the basis for the suspension as soon as is reasonably possible.
5. Content Moderation; Abuse Detection. WellSaid has no obligation to review all Customer Data and disclaims all liability related to Customer Data. Although WellSaid has no obligation to review, screen or edit Customer Data, WellSaid reserves the right to do so and to investigate any potential violation of the AUP by Customer. WellSaid may use both human review uses and automated tools to detect abuse. If potential abuse or violations of this Agreement are detected, WellSaid may log Customer Inputs and Outputs solely for the purpose of reviewing and determining whether a violation has occurred. Customer shall cooperate with WellSaid to provide information requested by WellSaid to determine if a violation has occurred, including, if necessary, in WellSaid’s reasonable discretion, the identity of a Customer’s end user(s).
6. Beta Services. From time to time, WellSaid may make available services or functionality to you that are not generally made available to our customers and/or are designated as alpha, beta, pilot, preview, or similar designation (“Beta Services”). The purpose of Beta Services testing is to evaluate the functionality, performance, and usability of the Beta Services. By accessing or using the Beta Services, you understand, acknowledge and agree that the Beta Services (a) are not a final product and may contain defects, bugs, and other issues; and (b) are being provided solely on an “AS IS” and “AS AVAILABLE” basis without any warranty or indemnity of any kind, and may be modified or discontinued in our sole discretion. YOU ASSUME ALL RISKS AND COSTS ASSOCIATED WITH YOUR USE OF THE BETA SERVICES. Additionally, we are not obligated to provide any maintenance, technical or other support for the Beta Services.
Authorized Users; Customer Account.
1. Authorized Users. Customer may authorize certain of its employees, subcontractors, and other agents to access and use the Services on behalf of Customer (collectively, the “Authorized Users”) in accordance with the terms herein, provided that Customer shall remain fully responsible for all such use and access by the Authorized Users, including, without limitation, the Authorized Users’ compliance with the scope of the license granted to Customer hereunder, the use and use restrictions (including the AUP), and Customer’s confidentiality obligations under this Agreement.
2. Accounts. Customer will ensure that Authorized Users only use the Services through the Customer Account. Customer will not allow any Authorized User to share the Customer Account with any other person. Customer is responsible for maintaining the security of and access to its passwords and files and is responsible for all uses of the Services with or without its knowledge or consent. Customer will not disclose passwords, certificates, authorizations, or other access controls to anyone other than Administrative Users, and Customer will use reasonable efforts to prevent unauthorized access to the foregoing. Customer will notify WellSaid immediately of any actual or suspected unauthorized use of the Services. WellSaid reserves the right to suspend, deactivate, or replace the Customer Account if it determines that the Customer Account may have been used for an unauthorized purpose. To the maximum extent allowed by law, WellSaid is not liable for any losses caused by unauthorized use of Customer Accounts.
Customer Obligations.
1. Compliance. Customer will (a) ensure that Customer’s (including its Authorized Users) use of the Services complies with this Agreement, and (b) use commercially reasonable efforts to prevent and terminate any unauthorized use of, or access to, the Services.
2. Input and Output. Customer is responsible for all Input it submits to the Services and all Output it creates. By submitting Input to the Services, Customer represents and warrants that it has all rights, licenses, and permissions that are necessary for WellSaid to process the Input under this Agreement. Customer also represents and warrants that the Input it submits and the Output it creates will not violate this Agreement, the Acceptable Use Policy, or any laws or regulations applicable to the Input and/or the Output. As between WellSaid and Customer, and to the extent permitted by applicable law, Customer retains any right, title, and interest that you have in the Input you submit. Subject to your compliance with this Agreement, we assign to you all of our right, title, and interest, if any, in Outputs.
3. Voice Cloning. As part of the Services, WellSaid may make available a feature that permits you to upload audio recordings of a voice to create an AI model (the “Custom Voice Model”) trained on a recording of a voice you are authorized to share with us as input (a “Voice Recording”) that will produce Output in the form of an AI-generated voice that sounds like the voice in the Voice Recording. By submitting a Voice Recording to the Services, you represent and warrant that such Voice Recording only contain voices (including yours) from individuals that have given you their express written consent for WellSaid to use and store their voices and the Voice Recordings to:
  - train the Custom Voice Model (which, for clarity, WellSaid will not share with other customers);
  - create synthetic audio sounding voices like such individuals’ voices solely to provide as Output to you; and
  - to provide the Services to you including for quality assurance and safety purposes.
4. Customer further represents and warrants that it will (i) use the Customer Voice Model and Output from such model in a way consistent with any further restrictions and obligations you may have to any third-party whose voice is included in the Voice Recordings and (ii) not provide any Voice Recordings for which it has not obtained the express written consent outlined above.
5. Privacy. Customer is responsible for all consents and notices required to permit (a) Customer's use and receipt of the Services and (b) WellSaid’s accessing, storing, and processing of data provided by Customer (including Customer Data) under this Agreement.
Data; Data Privacy.
1. Customer Data. WellSaid will process any Personal Data contained in the Customer Data in accordance with the Data Processing Agreement and process any PHI contained in the Customer Data in accordance with the BAA. WellSaid has implemented and will maintain technical, organizational, and physical measures to protect Customer Data, as further described in the Data Processing Agreement and the BAA as applicable. For clarity, WellSaid will not use Customer Data to train its or any third party’s AI models.
2. Security. WellSaid has adopted and will maintain administrative, technical, physical, and organizational security measures that are at least as robust as those described in our DPA as of the effective date of this Agreement. WellSaid will not knowingly introduce into any Output any viruses, worms, time bombs, Trojan horses or other malicious code that might harm, or any “copyleft” open source license that would require the open licensing of, any Customer systems.
3. Usage Data. WellSaid may collect data while providing the Services to you, such as account information and settings, billing history, usage details, operational status, authentication details, quality and performance metrics, and other technical details necessary for WellSaid to operate and maintain the Services (“Usage Data”). Customer acknowledges that WellSaid uses the Usage Data for business purposes related to the ongoing operation, development and improvement of the Services. WellSaid will not disclose Usage Data externally unless it is (a) de-identified so that it does not identify Customer, its Authorized Users or any other person and (b) aggregated with data across other customers.
Third-Party Services.
1. The Services may contain links to or integrations with third-party websites, platforms, applications, or services (collectively, “Third-Party Services”) that are subject to different terms and privacy practices. Customer’s use of and interactions with Third-Party Services are governed by the third party’s terms and not by this Agreement.
2. WellSaid does not own or control Third-Party Services and is not responsible or liable for any aspect of such Third-Party Services, including but not limited to any harm or damages related to any interactions or transactions Customer may have with Third-Party Services (such as any information, content, or materials provided by Third-Party Services).
Intellectual Property.
1. Services. The Services, including the text, graphics, images and other content contained therein, and all intellectual property rights therein and thereto, are owned by WellSaid or our licensors. Except as explicitly stated in this Agreement, all rights in and to the Services, including all intellectual property rights therein and thereto, are reserved by us or our licensors.
2. Customer Data. As between WellSaid and Customer, Customer owns all intellectual property rights in and to its Customer Data. Customer hereby grants WellSaid a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, host, cache, store, reproduce, transmit, publicly display, publicly perform, publish, distribute and modify (for formatting purposes only), the Customer Data as necessary to provide the Services to you (including to use the trust and safety features therein).
3. Feedback. Customer may from time to time provide suggestions, comments or other feedback to WellSaid, including suggestions for product or service offerings, changes, improvements or new functionality or capabilities (“Feedback”). Feedback is entirely voluntary and WellSaid is not required to treat Feedback as Confidential Information of Customer and will be free to use Feedback and ideas generated from Feedback for the improvement of the Services and for WellSaid’s future product development and otherwise without restriction, attribution, or compensation to Customer. To the extent a license is required under Customer’s intellectual property rights to make use of the Feedback, Customer hereby grants WellSaid an irrevocable, nonexclusive, perpetual, royalty-free license to use the Feedback in connection with WellSaid’s business, including the enhancement of the Services.
Fees.
1. Fees. In consideration of the rights granted to Customer under this Agreement, Customer will pay WellSaid the amounts set forth in the applicable Order Form (the “Fees”). WellSaid reserves the right to increase Fees before each Renewal Term by the greater of 3% and the percentage increase in CPI upon 60 days’ notice to Customer. In addition to the foregoing, WellSaid may also increase Fees if Customer no longer qualifies for a discount due to changes in the quantities purchased or the length of the Subscription Term. Payments are non-cancelable and non-refundable except as expressly stated otherwise in this Agreement. Any permitted suspension of the Services by WellSaid pursuant to the terms of this Agreement will not excuse Customer from its obligation to make payments under this Agreement.
2. Payment Terms. Unless set forth otherwise in an Order Form, all Fees shall be paid within 30 days from receipt of the applicable invoice. Customer’s payment is not subject to any setoff claims or rights of offset of any kind. Without limiting WellSaid’s other rights and remedies, if Customer does not pay any undisputed amount when due, then fifteen days after the day such payment was due (a) interest shall accrue on such undisputed amounts at 1.5% per month (or less, as per the maximum amount allowed by applicable law); (b) to the extent applicable, Customer shall pay any third party costs of collection (including, without limitation, reasonable attorneys’ and professionals’ fees); and (c) WellSaid may, upon notice, suspend Customer’s access to the Services until such undisputed amounts are paid in full. If Customer disputes any amount set forth in any invoice, it shall notify WellSaid within thirty (30) days of receipt of the relevant invoice or will be deemed to have waived its right to dispute such amount. Customer agrees to work in good faith with WellSaid to resolve any payment dispute.
3. Taxes. If any authority imposes on the Fees a duty, tax (including sales tax), levy, or fee, excluding those based on WellSaid’s net income, then as between the parties, Customer will be responsible for payment of those amounts. All payments made by Customer to WellSaid under this Agreement will be made free and clear of any withholding or deduction for taxes. If any such taxes (for example, international withholding taxes) are required to be withheld on any payment, Customer will pay such additional amounts as are necessary so that the net amount received by WellSaid is equal to the amount then due and payable under this Agreement. WellSaid will provide Customer with such tax forms as are reasonably requested in order to reduce or eliminate the amount of any withholding or deduction for taxes in respect of payments made under this Agreement. If any portion of Customer’s activities are tax exempt, (i) Customer will provide WellSaid a copy of Customer’s exemption certificate and (ii) this Section 8.3 shall not apply to the extent Customer’s use of the Services falls within the scope of Customer’s tax exemption.
Representations and Warranties; Disclaimers.
1. Mutual Representations and Warranties. Each party represents, warrants, and covenants that: (i) it has full power and all necessary rights to enter into this Agreement; (ii) it will carry out its obligations under this Agreement in compliance with applicable laws; and (iii) its performance of this Agreement and, in the case of Customer, its use of the Services will not violate or conflict with any agreement to which it is a party.
2. Limited WellSaid Warranty. WellSaid warrants that the Services will substantially comply with any applicable Documentation. In the event of a breach of the foregoing warranty, Customer’s exclusive remedy, and WellSaid’s sole obligation, will be to use commercially reasonable efforts to provide an error-correction or work-around that corrects the non-conformity within a reasonable time after such nonconformity is identified and reported by Customer to WellSaid in writing. This warranty will not apply if errors are caused by events outside of WellSaid’s control or if the Services are not used in accordance with this Agreement or the Documentation.
3. Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, (i) WELLSAID PROVIDES THE SERVICES ON AN “AS-IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTIES OF ANY KIND AND (ii), WELLSAID MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED WITH RESPECT TO THE SERVICES INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE. WELLSAID DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. BOTH PARTIES ACKNOWLEDGE THAT THEY HAVE NOT ENTERED INTO THIS AGREEMENT IN RELIANCE UPON ANY WARRANTY OR REPRESENTATION OTHER THAN THOSE SET FORTH ABOVE IN THIS SECTION 9. IF WELLSAID CANNOT LAWFULLY DISCLAIM EXPRESS, STATUTORY, OR IMPLIED WARRANTIES, THEN TO THE EXTENT PERMITTED BY LAW, ALL SUCH WARRANTIES SHALL BE LIMITED IN DURATION TO THE DURATION AND TO THE REMEDIES OF THE LIMITED WARRANTY IN SECTION 9.3 AND THE LIMITATIONS OF SECTION 11 SHALL APPLY.
Indemnification.
1. WellSaid’s Indemnification of Customer. WellSaid will defend, indemnify and hold harmless Customer from and against any and all damages, liabilities, costs, and expenses (including reasonable attorney’s fees) (jointly, “Losses”) incurred by Customer arising out of any claim, action, demand, inquiry, audit, proceeding, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity or otherwise by a third party other than affiliate of a Customer Indemnitee (collectively, a “Claim”) alleging that the Services or any part thereof infringes upon such third party’s registered U.S. copyrights, misappropriates such third party’s trade secrets recognized as such under the Uniform Trade Secrets Act or infringes such third party’s valid U.S. issued patent(s). WellSaid will not have any obligation to indemnify, defend or hold harmless Customer for anything for which Customer has such obligation to WellSaid under Section 10.2 hereof.
2. Customer’s Indemnification of WellSaid. Customer will defend, indemnify and hold harmless WellSaid and WellSaid’s officers, directors, employees, agents, and permitted successors and assigns (each, a “WellSaid Indemnitee”) from any Losses incurred by a WellSaid Indemnitee arising out of or relating to a Claim based on or arising out of (i) any breach of Customer’s representations and warranties; (ii) Customer’s use of the Services provided that such claim did not arise due to a breach by WellSaid of its obligations hereunder; (iii) the Customer Data; and (iv) Customer’s (or its Authorized Users’) use of the Services in material violation of this Agreement.
3. Indemnification Procedure. Each party will promptly notify the other party in writing of any Claim for which such party believes it is entitled to be indemnified pursuant to this Section 10. The party seeking indemnification (the “Indemnitee”) will cooperate with the other party (the “Indemnitor”) at the Indemnitor’s sole cost and expense. The Indemnitor will promptly take control of the defense and investigation of such Claim and will employ counsel of its choice to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee’s failure to perform any obligations under this Section 10.3 will not relieve the Indemnitor of its indemnity obligations under this Section 10, except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. Neither party shall have authority to settle and shall not settle any Claim that results in the Indemnitee’s obligation, liability, and/or admission of liability without the Indemnitee’s prior written consent.
4. Fixes. If any portion of the Services becomes, or in WellSaid’s opinion is likely to become, the subject of a claim of infringement, WellSaid may, at its option: (i) procure for Customer the right to continue using the applicable portion of the Services materially as contemplated by this Agreement; (ii) replace or modify the applicable portion of the Services, in whole or in part, to make it non-infringing or reduce the likelihood of infringement, such that the replacement or modification provides substantially the functionality of the applicable portion of the Services that is replaced or modified; or (iii) terminate this Agreement by providing Customer written notice thereof; provided, however, that if WellSaid exercises such termination right, WellSaid will refund to Customer a pro-rata portion of the Fees for the Services actually paid by Customer covering the remainder of the applicable Subscription Term after the effective date of termination THE FOREGOING IS IN LIEU OF ANY REPRESENTATION OR WARRANTIES OF NONINFRINGEMENT, WHICH ARE DISCLAIMED AND STATES WELLSAID’S SOLE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY AGAINST WELLSAID FOR ANY CLAIM THAT THE SERVICES INFRINGES INTELLECTUAL PROPERTY RIGHTS OF A PARTY.
Limitations on Liability.
1. Non-Direct Damages. EXCEPT FOR CLAIMS ARISING FROM (A) A PARTY’S WILLFUL MISCONDUCT, (B) CUSTOMER’S BREACH OF 2.3 (USE AND USE RESTRICTION), OR (C) A PARTY’S BREACH OF SECTION 12 (CONFIDENTIALITY), IN NO EVENT WILL EITHER PARTY BE LIABLE FOR LOST PROFITS OR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER FROM BREACH OF CONTRACT, BREACH OF WARRANTY, OR FROM NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER FORM OF ACTION), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN.
2. Aggregate Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WELLSAID’S AGGREGATE, CUMULATIVE LIABILITY EXCEED THE AMOUNT PAID TO WELLSAID BY CUSTOMER DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE RELEVANT CLAIM EXCEPT THAT WELLSAID’S TOTAL LIABILITY FOR ANY SERVICES PROVIDED FREE OF CHARGE IS LIMITED TO $100.
3. Acknowledgment. CUSTOMER ACKNOWLEDGES THAT THE FEES SPECIFIED IN THIS AGREEMENT REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT WELLSAID WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THE FOREGOING LIMITATIONS OF ITS LIABILITY AND THE WARRANTY DISCLAIMERS CONTAINED HEREIN.
Confidentiality.
1. Definition. “Confidential Information” means information that one party discloses to the other party under or in connection with this Agreement, and which is marked as confidential or would normally under the circumstances be considered confidential information. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations or becomes public through no fault of the recipient. Subject to the preceding sentence, Customer Data is considered Customer's Confidential Information.
2. Obligations. The recipient will only use the disclosing party's Confidential Information to exercise the recipient's rights and fulfill its obligations under this Agreement and will use reasonable care to protect against the disclosure of the disclosing party's Confidential Information. The recipient may disclose Confidential Information only to its employees, agents, subcontractors, or professional advisors ("Representatives") who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that its Representatives use the received Confidential Information only to exercise rights and fulfill obligations under this Agreement.
3. Required Disclosure. In the event that recipient or any of its Representatives is required to disclose Confidential Information to the extent necessary to comply with the requirements of law, legal process (including deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) or valid order of a court of competent jurisdiction, the recipient shall (a) notify the disclosing party prior to making such disclosure in order to permit disclosing party to seek confidential treatment of such Confidential Information, and (b) in any event disclose only that portion of disclosing party’s Confidential Information that is legally required to be disclosed.
DMCA Notices. Please see WellSaid’s Website Terms for details on how to notify us if you believe your copyright or the copyright of a person on whose behalf you are authorized to act has been infringed. WellSaid responds to notices of alleged copyright infringement and may terminate the provision of Services to repeat infringers in certain circumstances.
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EU Digital Services Act Disclosures. If you are an EU resident, please see the following Digital Services Act (DSA) disclosures.
1. EU DSA Point of Contact. Communications regarding Digital Services Act (DSA) compliance should be directed to legal-notice@wellsaidlabs.com.
2. Policies & Procedures for Moderation of Input and Output. You can find information on Input and Output that is and is not permitted on the Services and how we enforce violations of these restrictions in this Agreement, including Sections 2.3 and the AUP.
3. Tools Used for Content Moderation. We use both human and automated review of Output to evaluate their compliance with this Agreement and our AUP, and their general suitability for the Service. We may use technology to detect and restrict content and accounts that may violate this Agreement or the AUP. That technology may block content from being generated or flag an account or piece of content. Flagged content may be reviewed and actioned by human reviewers. If we make a decision to block your content, suspend or terminate your account, or take other actions, we will notify you as required by the DSA.
4. Notification of Illegal Content. If you wish to notify us of content that you believe violates EU or Member State law, you can email us at legal-notice@wellsaidlabs.com. Please include the following information in your notice:
  - A detailed explanation of why you believe the content is illegal under EU or Member State law;
  - The URL of the allegedly illegal content or other information allowing us to locate the content on the Service;
  - Your name and email address;
  - A statement confirming your bona fide belief that your notification is accurate or complete.
5. Queries about Content Moderation Decisions. You may have the right to submit a query, free of charge, about certain decisions related to the moderation of the content you produce with the Service that we have deemed illegal or that violates this Agreement, specifically:
  - Notice advising that we have observed offending content;
  - Removal or restricting the visibility of your user content;
  - Suspension or termination of your Customer Account, or a whole or partial ban on your use of the Services;
  - To submit a complaint, please email us at moderator@wellsaidlabs.com and describe in detail why you believe our decision was in error. Your description must include your full name, and the email address used to obtain the Service from us, along with a copy of the decision you received from us.
6. Suspensions for Abuse of these Procedures. If you frequently submit illegal content or manifestly unfounded content notices or complaints, we may suspend your Customer Account as permitted by the DSA.
7. Notification of Criminal Activity. If we become aware of any information that give us a good faith belief that a criminal offense involving a threat to the life or safety of a person or persons has taken place, is taking place or is likely to take place, we may notify the appropriate authorities in the applicable EU Member State as required by the DSA.
Term and Termination.
1. Term. The term of the Agreement (the “Term”) shall commence on the Effective Date and shall continue until all Subscription Terms have expired or been terminated. Unless otherwise stated on an Order Form, at the end of the then current Subscription Term, Customer’s subscription shall automatically renew for a renewal term (the “Renewal Term”), unless either party notifies the other party of nonrenewal at least forty-five (45) calendar days prior to the start of the next Renewal Term.
2. Termination for Breach or Insolvency. In addition to any other remedy available under this Agreement or otherwise, either party will be entitled to terminate this Agreement (i) in the event the other party commits a material breach of this Agreement and fails to cure such breach within thirty (30) days of written notification thereof from the non-breaching party and (ii) upon written notice to the other party if the other party should enter into liquidation or become insolvent, or enter into receivership or bankruptcy.
3. Termination by WellSaid. WellSaid reserves the right to terminate this Agreement and close your Customer Account upon notice to you in the event that we determine we are required to do so by law, in which case we will refund to you any prepaid fees covering the remainder of your payment period as of the effective date of such termination.
4. Effect of Termination. If this Agreement is terminated by Customer due to WellSaid’s breach, WellSaid will provide Customer with a pro rata refund of any unused Fees prepaid by Customer for the Services applicable to the period following the effective date of termination of the Agreement. If this Agreement is terminated by WellSaid due to Customer’s breach, Customer will remain liable to pay all Fees outstanding on the effective date of termination of the Agreement, including any unpaid Fees covering the remainder of the term of the Agreement had it not been terminated. Upon any expiration or termination of this Agreement, except as otherwise permitted herein, Customer will immediately discontinue and cause its Authorized Users to discontinue use of the Services and each party will return to the other party (or destroy, at the other party’s option), all tangible copies of the other party’s Confidential Information. Notwithstanding the foregoing, each party may retain copies of the other party’s Confidential Information to the extent required to be retained by applicable law. Customer agrees that any Confidential Information copied or retained pursuant to this paragraph shall remain subject to the confidentiality obligations of this Agreement for as long as such Confidential Information is retained. Termination of this Agreement by either party will not act as a waiver of any breach of this Agreement and will not act as a release of either party from any liability for breach of such party’s obligations under this Agreement. Neither party will be liable to the other party for damages of any kind solely as a result of terminating this Agreement. Termination of this Agreement by a party will be without prejudice to any other right or remedy of such party under this Agreement or applicable law.
5. Survival. Upon any expiration or termination of this Agreement, the rights and obligations of the parties will terminate, except for sections that by their nature and context are intended to survive completion of performance, expiration, termination, or cancellation of this Agreement, including Sections 1, 2.3, 5.2, 7, 9-12, 15.3, 15.4, and 16. Customer’s liability and obligation to pay any Fees or other amounts that have accrued prior to such expiration or termination will also survive such expiration or termination.
Miscellaneous.
1. Assignment. Neither party may assign its rights and obligations to another party without the prior written consent of the other party, provided, however, that such consent shall not be required if either party assigns this Agreement to an affiliate or either party assigns the Agreement to a successor of all or substantially all of its business or assets to which this Agreement relates (whether by merger, acquisition, sale of equity or assets, reorganization, or other similar transaction) Any attempted assignment in violation of this Section will be void and without effect. Subject to the foregoing, this Agreement will benefit and bind the parties’ successors and permitted assigns.
2. Export and Import Compliance. The Services may be subject to export control laws, including the Export Control Reform Act and its associated regulations Customer agrees that it will comply with all relevant export and import laws in connection with this Agreement.
3. Governing Law and Venue. This Agreement will be governed and construed in accordance with the laws of the State of New York without giving effect to any choice of laws principles that would require the application of the laws of a different jurisdiction. Each party agrees that any dispute arising from or relating to this Agreement will be brought exclusively in a court of competent jurisdiction, federal or state, located within the New York County in the State of New York, and in no other jurisdiction and each party hereby consents to personal jurisdiction and venue in, and agrees to service of process issued or authorized by, such courts with respect to such disputes.
4. Marketing. During the Term, WellSaid may use Customer’s name and logo in accordance with any written use guidelines provided by Customer to WellSaid on WellSaid’s website and in marketing materials to identify Customer as a client of WellSaid’s.
5. Relationship of Parties. WellSaid and Customer are independent contractors, and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between WellSaid and Customer. Neither WellSaid nor Customer will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent, except as otherwise expressly provided herein. WellSaid and Customer agree that, except as otherwise expressly provided in this Agreement, there are no third party beneficiaries to this Agreement. WellSaid and Customer agree that this Agreement is made for the benefit of the parties and (where applicable) their successors and permitted assigns, and is not intended to benefit, or be enforceable by, anyone else.
6. Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and will supersede any and all prior and contemporaneous communications, representations, agreements and/or undertakings, either verbal or written, between the parties in respect of the said subject matter. To the extent of any conflict or inconsistency between the Agreement and any Order, the terms of the Agreement shall prevail except to the extent an Order has expressly stated that a term thereunder is intended to supersede the Agreement.
7. Amendment. Any amendment or other modification of any of the terms and provisions hereof must be in writing and signed by duly authorized representatives of the parties.
8. Severability and Limitations of Actions. In the event that any provision of this Agreement or the application thereof to any person or in any circumstances will be determined to be invalid, unlawful, or unenforceable to any extent, the remainder of this Agreement and its application to other persons will not be affected thereby, and the remaining provisions of this Agreement will continue to be valid and may be enforced to the fullest extent permitted by law and the parties agree in such event to substitute forthwith the invalid, unlawful or unenforceable provision by such effective provision as will most closely correspond with the legal and economic contents of the provision(s) so voided.
9. Notices. Notices. Under this Agreement, notices to Customer must be sent to the email address associated with Customer Account and notices to WellSaid must be sent to legal-notice@wellsaidlabs.com. Notice will be treated as received when the email is sent. Customer is responsible for keeping its email address current.
10. Waiver. The waiver by any party of a breach or default by the other party of any provision of this Agreement will not be construed as a waiver by such party of any succeeding breach or default by the other party in the same or other provision, nor will any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any such right or remedy.
11. Force Majeure. Except with respect to the parties’ payment obligations, neither party will be responsible for any delay or failure in performance to the extent that such delay or failure is caused by events that are unforeseen and beyond such party’s reasonable control, including fires, earthquakes, floods, or other acts of God or severe weather conditions, war, terrorism or other violence or acts a public enemy, by strikes or other labor disputes, laws, orders, proclamations, regulations, ordinances, demands, or requirements of any governmental authority.
12. Injunctive Relief and Specific Performance. The parties agree that a breach of Section 2.2 (Use and Use Restriction) or 12 (Confidentiality), or the scope of any of the licenses granted hereunder, may result in irreparable and continuing damage to the non-breaching party for which there may be no adequate remedy at law, and such party is therefore entitled to seek injunctive relief and specific performance as well as such other relief as may be appropriate.
13. Construction. The captions and headings used in this Agreement are for convenience and do not in any way limit or amplify the terms and provisions hereof. When used in this Agreement, the singular form shall include the plural and vice versa, as appropriate. All references to “herein,” “hereunder,” or like words shall refer to this Agreement as a whole and not to any particular section, subsection, or clause contained in this Agreement. The terms “include” and “including” are not limiting.