Service Partnership Agreement

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 at 10084 E. Kemper Rd, F, Loveland, OH 45140, (“Soundtrace”), and the entity identified as the service partner in such ordering document (“Partner”). Soundtrace and Partner may be referred to individually as a “Party” and collectively as the “Parties.”

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 as may be specified in one or more applicable order forms, statements of work, or similar ordering documents (“Order Forms”). Such services may include, without limitation:

Audiometric testing and consultative services

Noise dosimetry and consultative services

Ear plug fit testing

Compliance reporting and related support services customarily provided as part of Soundtrace’s standard offerings

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 all 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 or executing any Order Form referencing 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 Partner. Final approval is contingent upon Soundtrace’s satisfactory completion of applicable onboarding requirements, which may include:

Background checks of Partner principals and/or personnel

Review of professional or customer references

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. COMMERCIAL TERMS
5.1 Pricing and Revenue

All pricing, revenue sharing, billing arrangements, payment obligations, and service-specific commercial terms shall be set forth exclusively in the applicable Order Form(s).

5.2 Invoicing and Payment

Unless otherwise specified in an Order Form, invoicing and payment terms shall be governed by the Terms of Service.

6. TRAINING, COMPLIANCE & QUALITY STANDARDS
6.1 Training

Partner personnel must complete all required Soundtrace training prior to delivering any 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 may provide Partner with certain audiometric testing equipment and related hardware (“Equipment”) for use solely in connection with authorized Soundtrace services, as specified in an Order Form or otherwise approved by Soundtrace.

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

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, in accordance with the Terms of Service.

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 an initial term as specified in the applicable Order Form, automatically renewing thereafter unless terminated in accordance with this Agreement.

11.2 Termination for Convenience

Either Party may terminate this Agreement upon thirty (30) days’ written notice.

11.3 Effect of Termination

Accrued payment obligations and obligations that by their nature should survive termination shall survive.

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, as further governed by the Terms of Service.

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 applicable Order Forms constitute the entire agreement between the Parties

‍