This Service Partnership Agreement ("Agreement") sets forth the standard terms and conditions governing service partners authorized to market, sell, or assist in the delivery of Soundtrace services. This Agreement becomes effective as of the effective date set forth in an applicable order form, statement of work, or other ordering document referencing this Agreement (the "Effective Date"), by and between Soundtrace, Inc., a Delaware corporation with its principal place of business in Cincinnati, Ohio ("Soundtrace"), and the partner identified in the applicable ordering document ("Partner", and together with Soundtrace, the "Parties", and each a "Party").
1. Purpose
The purpose of this Agreement is to establish a service partnership under which Partner may market, sell, and/or assist in the delivery of Soundtrace's hearing conservation and related compliance services to end customers, subject to Soundtrace's approval, standards, and oversight.
2. Scope of Services
2.1 Authorized Services
Partner is authorized to market, sell, and/or assist in the delivery of Soundtrace services, which may include:
- Audiometric testing and consultative services
- Noise dosimetry and consultative services
- Hearing Protection Fit Testing
- Compliance reporting and related support services
All services must be delivered using Soundtrace-approved equipment, software, procedures, and training.
2.2 Service Delivery
Services may be delivered by Partner personnel who have completed Soundtrace-required training and approval, and/or by Soundtrace personnel, at Soundtrace's discretion.
3. Incorporation of Terms of Service
3.1 Governing Terms
This Agreement incorporates by reference Soundtrace's Terms of Service, available at https://www.soundtrace.com/terms-of-service (the "Terms of Service").
3.2 Order of Precedence
In the event of a conflict between this Agreement and the Terms of Service, the Terms of Service shall govern unless this Agreement expressly states otherwise.
3.3 Acceptance
By entering into this Agreement, Partner acknowledges that it has reviewed, understands, and agrees to be bound by the Terms of Service, as updated from time to time.
4. Approval & Onboarding
4.1 Conditional Approval
Execution of this Agreement does not constitute final approval of the Partner. Final approval is contingent upon Soundtrace's satisfactory completion of:
- Background checks of Partner principals and/or personnel (as applicable);
- Review of customer and professional references; and
- Verification of qualifications, experience, and regulatory standing.
4.2 Right to Decline or Revoke
Soundtrace reserves the right, in its sole discretion, to decline, suspend, or revoke Partner approval at any time.
5. Pricing, Revenue & Payment
5.1 Pricing Authority
Partner may resell Soundtrace services to end customers at pricing determined by Partner, subject to Soundtrace's approval and minimum pricing guidelines.
5.2 Pricing Schedule
Soundtrace shall invoice Partner and/or the end customer, as mutually agreed, in accordance with the pricing and revenue terms set forth in Schedule A (Pricing & Revenue Schedule) attached hereto and incorporated by reference.
Soundtrace may update Schedule A upon written notice; however, changes shall not apply retroactively to services already delivered.
5.3 Invoicing & Payment
Unless otherwise agreed in writing, Soundtrace shall invoice monthly and all payments shall be due within thirty (30) days of invoice date.
6. Training, Compliance & Quality Standards
6.1 Training
Partner personnel must complete all required Soundtrace training prior to delivering services.
6.2 Regulatory Compliance
Partner shall comply with all applicable federal, state, and local laws and regulations, including OSHA 29 CFR 1910.95 and applicable state equivalents.
6.3 Audit Rights
Soundtrace may audit Partner's service delivery, records, and compliance upon reasonable notice.
7. Hardware & Equipment Provisioning
7.1 Equipment Provision
Soundtrace shall provide Partner with certain audiometric testing equipment and related hardware ("Equipment") at no upfront cost, solely for use in delivering services under this Agreement.
7.2 Ownership & Use
All Equipment shall remain the exclusive property of Soundtrace. Partner is granted a limited, revocable right to use the Equipment only during the term of this Agreement and solely for Soundtrace-authorized services.
7.3 Care, Return & Reclamation
Partner agrees to:
- Use the Equipment exclusively for Soundtrace-related services;
- Exercise reasonable care in handling, storage, and operation; and
- Promptly return the Equipment upon termination of this Agreement or upon Soundtrace's written request.
Soundtrace reserves the right to adjust, replace, or reclaim Equipment if utilization thresholds are not met, Equipment is misused, or this Agreement is terminated.
7.4 No Compensation
The provision of Equipment does not constitute compensation, ownership transfer, or a guarantee of future revenue.
8. Branding & Marketing
8.1 Trademark Use
Partner may use Soundtrace trademarks and marketing materials solely for approved partnership activities and in accordance with Soundtrace branding guidelines.
8.2 Approval Required
All marketing materials or public references to Soundtrace must be approved in writing by Soundtrace.
9. Confidentiality
Each Party shall maintain the confidentiality of all non-public business, technical, financial, customer, and proprietary information disclosed in connection with this Agreement.
10. Standards of Conduct & Morals Clause
10.1 Professional Conduct
Partner and its personnel shall conduct themselves in a professional, ethical, and lawful manner at all times.
10.2 Prohibited Conduct
Material breaches include, without limitation:
- Inappropriate, unethical, or unprofessional behavior
- Fraud, misrepresentation, or dishonesty
- Harassment, discrimination, or abusive conduct
- Criminal activity or conduct reasonably likely to harm Soundtrace's reputation
10.3 Immediate Termination
Soundtrace may immediately terminate this Agreement upon written notice for any breach of this Section, without a cure period.
11. Term & Termination
11.1 Term
This Agreement shall commence on the Effective Date and continue for one (1) year, automatically renewing annually unless terminated.
11.2 Termination for Convenience
Either Party may terminate upon thirty (30) days' written notice.
11.3 Effect of Termination
Accrued payment obligations and revenue owed through the termination date shall survive termination.
12. Independent Contractor
Partner is an independent contractor and is not an employee, agent, joint venturer, or partner of Soundtrace.
13. Limitation of Liability
Except for willful misconduct, breaches of confidentiality, violations of Section 10, or violations of Section 14, neither Party shall be liable for indirect, incidental, or consequential damages.
14. Intellectual Property, Data & Restrictive Covenants
14.1 Confidential Information & Trade Secrets
Partner may have access to Soundtrace trade secrets and confidential information ("Confidential Information"). Partner shall use such information solely for purposes of this Agreement and protect it with reasonable care. These obligations survive termination.
14.2 Intellectual Property Ownership
All Soundtrace intellectual property, including software, data models, reports, workflows, training materials, and derivative works, shall remain the exclusive property of Soundtrace.
Any feedback or suggestions provided by Partner shall be owned exclusively by Soundtrace.
14.3 Customer & Data Ownership
All customer data, testing results, reports, analytics, and program records generated through the Soundtrace platform are owned by Soundtrace and/or the end customer, as applicable.
14.4 Non-Circumvention & Non-Solicitation
During the term of this Agreement and for twelve (12) months thereafter, Partner shall not directly or indirectly solicit, contract with, or attempt to replace Soundtrace with respect to (i) any customer or prospect that was an existing Soundtrace customer as of the Effective Date, or (ii) any customer or prospect introduced or referred to Partner by Soundtrace in connection with this Agreement or any Order Form.
14.5 Enforcement
Partner acknowledges that breach of this Section would cause irreparable harm. Soundtrace may seek injunctive relief in addition to other remedies.
15. Governing Law
This Agreement shall be governed by the laws of the State of Delaware, without regard to conflict-of-law principles.
16. General Provisions
- Assignment: Partner may not assign without Soundtrace's prior written consent.
- Amendments: Must be in writing and signed by both Parties.
- Entire Agreement: This Agreement, the Terms of Service, and Schedule A constitute the entire agreement.
Contact Us
If you have any questions about this Service Partnership Agreement, please contact us at support@soundtrace.com.