This End User License Agreement (“Agreement”) governs the Customer’s licensing and use of any Voicelet services obtained, accessed, or purchased by the Customer. Voicelet and the Customer are each individually referred to as a “Party,” and collectively as the “Parties” to this Agreement.

THE TERMS AND CONDITIONS CONTAINED HEREIN APPLY TO ALL USE OF THE SOFTWARE AND SERVICES PROVIDED BY VOICELET TO YOU AND THE ORGANIZATION YOU REPRESENT (COLLECTIVELY, THE “CUSTOMER”). BY ACCESSING OR USING ANY OF VOICELET’S SOFTWARE OR SERVICES, THE CUSTOMER AGREES TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.

THIS AGREEMENT IS EFFECTIVE ON THE DATE IT IS ACCEPTED BY THE CUSTOMER.

IF A SEPARATELY NEGOTIATED AND EXECUTED MASTER AGREEMENT EXISTS BETWEEN VOICELET AND THE CUSTOMER FOR THE SERVICES, THAT AGREEMENT WILL PREVAIL, AND THIS AGREEMENT WILL NOT APPLY.

1. DEFINITIONS

1.1 “Agreement” means this document, including any schedules, addendums, exhibits, and Statements of Work or Order Forms executed hereunder between the Parties.

1.2 “Confidential Information” includes all technical and non‑technical information in tangible or intangible form, including product design, software code, technical information, customer information, pricing, financial information, and any benchmark results regarding the Services. Confidential Information excludes information the recipient can reasonably demonstrate:

(i) was known to it prior to disclosure;

(ii) entered the public domain through no fault of the recipient;

(iii) was lawfully disclosed by a third party not under a duty of confidentiality; or

(iv) is required to be disclosed by law or court order, provided the recipient gives prior notice (where legally permitted) to allow the disclosing Party to seek protective measures.

1.3 “Customer” means the legal entity identified in the Purchase Document or Order Form that purchases, licenses, uses, or accesses the Products and/or Services.

1.4 “Customer Data” means all electronic data or information provided or made available by or on behalf of the Customer to Voicelet in connection with this Agreement.

1.5 “Intellectual Property Rights” means all worldwide rights in and to:

(a) copyrights, moral rights, and mask work rights;

(b) trademarks, service marks, trade names, and similar rights;

(c) trade secrets and Confidential Information;

(d) patents and patent applications;

(e) inventions, discoveries, improvements, know‑how, processes, algorithms, and other technology;

(f) any other intellectual or industrial property rights; and

(g) all registrations, applications, renewals, extensions, and related rights (including the right to sue for past, present, and future infringements).

1.6 “Order Form” means an ordering document specifying the Products or Services purchased and fees payable, which incorporates this Agreement by reference. Together with any Statement of Work, it forms the “Purchase Documents.”

1.7 “Personal Data” means any information provided to Voicelet that identifies or can reasonably be used to identify a natural person, directly or indirectly, including names, contact details, identifiers, or any data defined as personal data or personal information under applicable Data Privacy Laws.

1.8 “Services” means the services made available by Voicelet to the Customer under this Agreement, as described in the Purchase Documents.

1.9 “Users” or “Authorized Users” means individuals identified in the applicable Order Form, including Customer employees, agents, or contractors authorized by the Customer to use the Services.

2. GRANT OF LICENSE AND USE

2.1 Product License

Subject to this Agreement and the applicable Purchase Documents (including scope, payment, and service period), Voicelet grants the Customer a limited, personal, non‑exclusive, revocable, non‑transferable license to access and use the Product and Services solely for the Customer’s internal business purposes and in accordance with applicable law.

Users may not use the Product on behalf of third parties without Voicelet’s prior written consent. The Customer must not exceed the licensed scope, share account credentials, or provide unauthorized access to additional features. Reverse engineering, decompiling, disassembling, or otherwise attempting to derive source code is prohibited.

2.2 Access by Authorized Users

The Customer may permit its Authorized Users to use the Products and/or Services for internal business purposes. The Customer is responsible for:

(a) ensuring each Authorized User complies with this Agreement; and

(b) implementing confidentiality standards at least as stringent as those in this Agreement.

Authorized Users must not share login credentials. The Customer remains fully responsible for all actions of its Authorized Users.

2.3 Restrictions

The Customer shall not, and shall not allow any Authorized User or third party to:

(i) copy, modify, reverse engineer, decompile, disassemble, or attempt to derive the source code of the Services or any related data;

(ii) resell, rent, lease, sublicense, or otherwise provide the Services to any third party except as expressly permitted;

(iii) probe, scan, or test the vulnerability of the Services, or circumvent security or authentication measures;

(iv) access the Services to build a competitive product or service; or

(v) use the Services in violation of this Agreement, applicable law, or third‑party rights.

2.4 Customer Responsibilities

The Customer shall:

(a) be responsible for Authorized Users’ compliance with this Agreement;

(b) use commercially reasonable efforts to prevent unauthorized access to or use of the Product; and

(c) promptly notify Voicelet of any unauthorized access or use.

2.5 Suspension

Voicelet may suspend access to the Products and/or Services if, in its reasonable opinion:

(i) the Customer or any Authorized User breaches this Agreement;

(ii) suspension is needed to maintain security or prevent a suspected security incident;

(iii) suspension is required to prevent potential damage or loss to Voicelet or any third party; or

(iv) any undisputed Fees are more than thirty (30) days overdue.

3. CONFIDENTIALITY

3.1 Obligations

Each Party may receive Confidential Information from the other. During the term of this Agreement and thereafter for as long as such information remains confidential:

(a) the receiving Party will treat Confidential Information as confidential;

(b) will not disclose it to any third party except to employees, contractors, or advisers with a need to know and under similar confidentiality obligations; and

(c) will use Confidential Information solely for performing or exercising rights under this Agreement.

3.2 Protection and Return

Each Party will use at least the same degree of care to protect the other Party’s Confidential Information that it uses for its own similar information, but no less than reasonable care. Upon written request or termination, the receiving Party will return or destroy the disclosing Party’s Confidential Information and, on request, certify such destruction, except where retention is required by law or standard backup practices.

3.3 Survival

Confidentiality obligations remain in effect for three (3) years from disclosure, except for trade secrets, which are protected so long as they qualify as trade secrets under applicable law. The disclosing Party may seek equitable relief (including injunctions) in case of any breach or threatened breach of this Section.

4. INTELLECTUAL PROPERTY RIGHTS AND CUSTOMER DATA

4.1 Ownership of Voicelet IP

As between the Parties, all rights, title, and interest in and to the Products, Services, and related technology (including software, documentation, interfaces, enhancements, updates, and derivative works) are owned by Voicelet and its licensors. The Products and Services are licensed, not sold. No rights are granted except as expressly provided in this Agreement.

4.2 Customer Data

The Customer retains all rights, title, and interest in and to Customer Data. The Customer is solely responsible for the accuracy, quality, and legality of Customer Data and for obtaining all necessary rights and consents for Voicelet to process Customer Data as contemplated by this Agreement.

The Customer represents and warrants that its provision and use of Customer Data (and Voicelet’s processing of such data under this Agreement) do not violate applicable law or third‑party rights. The Customer agrees to indemnify and hold Voicelet harmless from third‑party claims arising from Customer Data not being collected, stored, or processed in compliance with applicable laws.

4.3 License to Customer Data

The Customer grants Voicelet a non‑exclusive, worldwide, royalty‑free license to host, copy, process, transmit, and use Customer Data as necessary to:

(a) provide the Products and/or Services;

(b) maintain, secure, and support the Services;

(c) track usage and monitor performance of the Services; and

(d) improve, enhance, train, and develop the Products and Services on an anonymized and/or aggregated basis, where permitted by law and contract.

Voicelet will process Customer Data in accordance with applicable data protection laws and any data processing agreement or privacy policy referenced in the Purchase Documents.

5. TERM AND TERMINATION

5.1 Term

This Agreement becomes effective on the date of Customer’s acceptance and remains in effect for the duration specified in the Purchase Documents, unless terminated earlier under this Section.

5.2 Termination

Either Party may terminate a Purchase Document and/or this Agreement:

(a) on thirty (30) days’ prior written notice to the other Party;

(b) if the other Party materially breaches this Agreement and fails to cure within thirty (30) days of written notice;

(c) if the Customer fails to pay undisputed Fees as agreed in the Purchase Documents; or

(d) if either Party becomes insolvent, enters bankruptcy, or has a receiver appointed.

Voicelet may also terminate this Agreement immediately if the Customer materially breaches Sections 2 (Grant of License), 3 (Confidentiality), or 4 (Intellectual Property Rights and Customer Data).

5.3 Effect of Termination

Upon termination of a Purchase Document or this Agreement:

(a) the Customer’s rights to use the affected Products and/or Services immediately cease;

(b) the Customer must cease all use and, where applicable, delete or remove the Products from its systems and devices;

(c) the Customer must return or destroy Voicelet’s Confidential Information per Section 3; and

(d) within ten (10) business days, the Customer must pay any outstanding Fees and non‑cancellable expenses due.

5.4 Suspension for Non‑Compliance

Voicelet may, in addition to other remedies, suspend or limit access to the Products and/or Services if the Customer:

(a) breaches this Agreement or usage policies;

(b) provides materially inaccurate or incomplete information;

(c) causes harm, damage, or loss to other customers, users, or Voicelet; or

(d) uses the Products or Services illegally or without authorization.

6. FEES, EXPENSES, AND TAXES

6.1 Fees

The Customer shall pay the Fees specified in the Purchase Documents. Fees will be invoiced per the agreed schedule and are non‑cancellable and non‑refundable except as expressly stated in this Agreement.

6.2 Taxes

All Fees are exclusive of taxes. The Customer is responsible for any transaction taxes (e.g., VAT, GST, sales taxes) arising from its use of the Products and/or Services, excluding taxes based on Voicelet’s net income. If Voicelet is required to collect such taxes, they will be invoiced to the Customer, unless a valid exemption certificate is provided.

7. CUSTOMER OBLIGATIONS AND INDEMNITY

The Customer agrees to defend, indemnify, and hold Voicelet harmless against third‑party claims, and to pay resulting costs or damages, where such claims arise from:

(i) modifications of the Products and/or Services by anyone other than Voicelet or its authorized agents;

(ii) use of the Products and/or Services in combination with non‑approved software, hardware, or data;

(iii) continued allegedly infringing use after notice or failure to implement Updates provided to avoid infringement; or

(iv) use of the Products and/or Services in material breach of this Agreement.

8. COMPLIANCE WITH LAWS

Each Party is responsible for obtaining and maintaining all licenses, approvals, and permits required for its business and obligations under this Agreement. Each Party represents and warrants that it will comply with all applicable laws and regulations in performing its obligations. Each Party bears its own risk and cost of changes in law affecting its performance.

9. USAGE COMPLIANCE

Voicelet may monitor or audit Customer’s use of the SaaS Services to verify compliance with this Agreement and any usage limits in the Order Form. If an audit reveals non‑compliance, the Customer shall:

(a) pay any additional applicable Fees; and

(b) promptly cure the non‑compliance.

These rights are in addition to any other remedies available to Voicelet.

10. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that:

(a) it is duly formed, validly existing, and in good standing under the laws of its jurisdiction;

(b) it has the authority to enter into and perform this Agreement;

(c) performance of this Agreement does not conflict with any other agreement or applicable law in any material way; and

(d) there is no pending or threatened litigation that would materially impair its ability to perform under this Agreement.

11. LIMITATION OF LIABILITY

11.1 Exclusion of certain damages

To the maximum extent permitted by law, Voicelet will not be liable for any indirect, incidental, special, punitive, exemplary, or consequential damages, or for any loss of profits, revenue, business, goodwill, or data, or the cost of procuring substitute goods or services, arising out of or in connection with this Agreement or the use of or inability to use the Products and/or Services, whether based on contract, tort (including negligence), strict liability, or any other legal theory, even if Voicelet has been advised of the possibility of such damages. Voicelet will also have no liability for any damages arising from the use of Products and/or Services that are provided at no charge.

11.2 Overall liability cap

Except as set out in Section 11.3, the total aggregate liability of Voicelet arising out of or in connection with this Agreement, whether in contract, tort, or otherwise, will in no event exceed the total Fees actually paid or payable by the Customer under the relevant Purchase Document during the twelve (12) month period immediately preceding the event giving rise to the first claim.

11.3 Exceptions

The limitations in Section 11.2 do not apply to:

(i) damages resulting from Voicelet’s proven intentional misconduct or fraud;

(ii) the Customer’s obligations and liability arising from a breach of Section 2 (Product License) or Section 4.2 (Customer Data); or

(iii) any unpaid Fees the Customer is obligated to pay.

11.4 Allocation of risk

The Parties agree that the limitations and exclusions in this Section 11 are a fundamental basis of the bargain between them and are reflected in the pricing of the Products and/or Services.

12. FORCE MAJEURE

12.1 Definition

A “Force Majeure Event” is an event beyond a Party’s reasonable control that prevents or delays performance, including natural disasters, war, terrorism, strikes, government actions, pandemics, or similar events.

12.2 Effect

A Party affected by a Force Majeure Event is not liable for delays or non‑performance caused by it, provided that the Party:

(a) promptly notifies the other Party of the event;

(b) uses reasonable efforts to mitigate its impact; and

(c) resumes performance as soon as reasonably practicable.

If a Force Majeure Event continues for more than thirty (30) days, either Party may terminate the Agreement on written notice. No Party is required to pay the other for Services not rendered during the Force Majeure Event.

13. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement is governed by the laws of the State of Tamil Nadu, India, without reference to conflict of law rules. For disputes arising under this Agreement, the Parties submit to the exclusive jurisdiction of the courts in Chennai, India.

If any provision of this Agreement is found unenforceable, the remaining provisions will remain in full force and effect.

14. LEGAL FEES

In any legal action arising from this Agreement, the prevailing Party is entitled to recover its reasonable attorneys’ fees and court costs from the other Party.

15. ASSIGNMENT

This Agreement binds and inures to the benefit of the Parties and their respective successors and permitted assigns. Neither Party may assign this Agreement without the prior written consent of the other Party, except in connection with a merger, acquisition, or sale of substantially all assets.

16. NOTICES

Notices under this Agreement must be in writing and delivered by:

(a) personal delivery;

(b) nationally recognized overnight courier; or

(c) email (with confirmation).

Notices to Voicelet:

G-1, No. 4/608, VOC Street, Kottivakkam, Perungudi, Chennai, Tamil Nadu 600041, India

Email: contact@voicelet.ai

Notices to the Customer will be sent to the address and email specified in the Purchase Documents. Either Party may update its notice details with five (5) business days’ prior notice.

17. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable, it will be modified to the minimum extent necessary to be enforceable, and the remainder of the Agreement will remain in full force and effect.

18. WAIVER

Failure or delay by either Party to exercise any right under this Agreement does not constitute a waiver. Any waiver must be in writing and signed. A waiver of any breach does not constitute a waiver of any other or subsequent breach.