Terms of Service

These Terms of Service apply to the software, services, and goods provided by Soundtrace Inc ("Soundtrace") to its customer or service recipient ("Customer" and together with Soundtrace, the "Parties", and each a "Party") set forth on an estimate, quote proposal, statement of work, invoice, or other transaction or ordering document (a "Statement of Work", and collectively with these Terms of Service, the "Agreement") provided by Soundtrace and accepted by Customer.

Soundtrace and Customer agree as follows:

1. Services

1. Soundtrace shall provide to Customer the services set out in the Statement of Work ("Services").
2. Where provided in the Statement of Work, the Services will include the provision of specified hardware as a service to Customer, including ongoing support and maintenance for the provided hardware ("HaaS Services").
3. Where provided in the Statement of Work, the Services will include the provision of and access to specified software services to Customer, including software services to configure and monitor the hardware provided as part of the HaaS Services ("Software Services").
4. Where provided in the Statement of Work and as otherwise provided in this Agreement, the Services will include certain professional services ("Support Services"), which may include customer support, customer training, installation and implementation support, configuration or calibration support for equipment, or other professional services as may be applicable by the terms of this Agreement.
5. Where provided in the Statement of Work and as otherwise provided in this Agreement, the Services may include certain audiological services ("Audiology Services") performed by in-house Soundtrace audiologists and independent contractors within Soundtrace's network.
6. Where Soundtrace determines that changes to the Services under the Statement of Work are required, Soundtrace will inform Customer of such changes in a written notice that describes the extent and reason for the changes, which notice may be in the form of a new or amended Statement of Work, or a new or amended invoice. If Customer does not wish to accept the changes, Customer may refuse the changes by providing written notice to Soundtrace within five (5) days of receiving notice of the changes, otherwise, the changes will be deemed to have been accepted by Customer.
7. Where the Statement of Work provides any timelines or milestones for the completion of certain Services ("Timelines"), such Timelines are estimates only, and while Soundtrace will use commercially reasonable efforts to complete Services according to any Timelines, Soundtrace does not, and cannot ensure that Timelines will be met. In the event that any portion of a Timeline is missed due to Customer demands, Customer delays, unforeseen circumstances, or other factors reasonably outside of Soundtrace's control, all dependent portions of the Timeline will be adjusted based on the impact of such delays. Soundtrace may adjust any Timeline, at Soundtrace's sole discretion, upon written notice to Customer describing the adjusted Timeline and the underlying cause of the adjustment.
8. Operations. Customer is responsible for the operational aspects of accessing and using the Services, including, but not limited to: (a) acquiring, installing, and maintaining computer equipment and computer software programs at its premises compatible with and as necessary to access and use the Software Services; (b) obtaining access to the Internet; (c) determining the accuracy of all data it uploads to and downloads from the Software Services; (d) adopting reasonable policies, procedures, and quality assurance measures to limit Customer's exposure with respect to potential losses and damages arising from use, nonuse, errors and omissions of the Software Services, and system downtime; (e) providing continuous and adequate electrical power and suitable installation locations for Equipment; and (f) performing regular maintenance, calibration, testing, or other upkeep for Equipment, unless separately provided for on the Statement of Work.

Soundtrace Obligations. Soundtrace shall designate employees or contractors that it determines, in its sole discretion, to be capable of filling the following positions: (a) a primary contact to act as its authorized representative with respect to all matters pertaining to this Agreement (the "Soundtrace Contract Manager"); and (b) a number of employees or contractors that it deems sufficient to perform the Services set out in the Statement of Work.

2. Customer Obligations

Customer shall:

1. Designate one of its employees or agents to serve as its primary contact with respect to this Agreement and to act as its authorized representative with respect to matters pertaining to this Agreement (the "Customer Contract Manager"), with such designation to remain in force unless and until a successor Customer Contract Manager is appointed.
2. Require that the Customer Contract Manager respond promptly to any reasonable requests from Soundtrace for instructions, information, or approvals required by Soundtrace to provide the Services.
3. Cooperate with Soundtrace in its performance of the Services and provide access to Customer's premises, employees, contractors, and equipment as required to enable Soundtrace to provide the Services.
4. Take all steps necessary, including obtaining any required licenses or consents, to prevent Customer-caused delays in Soundtrace's provision of the Services.
5. Comply with all applicable laws, rules, and regulations of the jurisdictions in which it accesses and uses the Services, including, but not limited to: (i) all laws, rules, and regulations regarding using, storing, securing, and transmitting data, and (ii) all applicable laws, rules, and regulations concerning workplace safety.

3. HaaS Services

1. Subject to and conditioned on Customer's payment of fees and compliance with all other terms and conditions of this Agreement, Soundtrace will provide Customer the equipment identified on the Statement of Work (the "Equipment") during the term of the HaaS Services set forth in the Statement of Work (the "HaaS Term"). As between the Parties, all right, title, and interest in or related to the Equipment is and will remain the exclusive property of Soundtrace. Soundtrace hereby grants to Customer a non-transferable license to access and use the Equipment solely for Customer's internal business purposes during the HaaS Term.
2. During the HaaS Term, Soundtrace will repair or replace any malfunctioning Equipment at no additional cost to Customer, subject to the terms and limitations of this Section (the "Equipment Warranty"). In order to make a claim under the Equipment Warranty, the Customer Contract Manager must (i) perform basic troubleshooting of the Equipment according to the instructions or materials provided by Soundtrace; and (ii) if the malfunction is not resolved, notify the Soundtrace Contract Manager in writing including a description of the affected Equipment, the nature of the malfunction, and the troubleshooting performed (a "HaaS Claim").
3. Upon confirmation of Replacement Equipment, Soundtrace will (i) use commercially reasonable efforts to promptly provide the Replacement Equipment to Customer at the same facility or location at which the malfunctioning Equipment was initially provided, and (ii) provide Customer with instructions and materials for returning the malfunctioning Equipment to Soundtrace. Customer will use best efforts to promptly return the malfunctioning Equipment to Soundtrace according to the instructions.
4. The Equipment Warranty does not apply to Equipment that is malfunctioning as a result of: (i) abuse, misuse, accident or neglect; (ii) any cause external to the Equipment; (iii) any incompatibility with external systems; (iv) theft or loss; (v) failure to provide a suitable installation environment; (vi) use for purposes other than those for which designed; or (vii) failure of any Equipment not provided by Soundtrace ("Excluded Claims").
5. Upon the expiration or termination of the HaaS Term, Soundtrace will provide Customer with instructions and materials for returning the Equipment to Soundtrace. Customer will use best efforts to promptly return the Equipment to Soundtrace according to the instructions.
6. Trial HaaS Services. Where Customer is provided Services on a trial basis under the Statement of Work ("Trial Services"), upon the end of such Trial Services, Customer will either (i) execute a new Statement of Work to continue the Services, or (ii) return all Equipment as provided herein.

4. Software Services and Audiology Services

1. Subject to and conditioned on Customer's payment of fees and compliance with all other terms and conditions of this Agreement, Soundtrace hereby grants Customer a non-exclusive, non-transferable right to access and use the Software Services during the Software Term, solely for use by those users who are authorized by Customer ("Authorized Users"), and limited to Customer's ordinary business purposes.
2. Customer shall not use the Software Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly: (i) copy, modify, or create derivative works; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software Services; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component; (iv) remove any proprietary notices; or (v) use the Software Services in any manner that infringes any intellectual property right or violates any applicable law.
3. Soundtrace reserves all rights in the Software Services not expressly granted to Customer in this Agreement.
4. Soundtrace may monitor Customer's use of the Software Services and collect and compile aggregated statistics, anonymized data, de-identified data, and other similar data ("Performance Data"). As between Soundtrace and Customer, all right, title, and interest in Performance Data belong to and are retained solely by Soundtrace.
5. Customer is responsible and liable for all uses of the Software Services resulting from access provided by Customer, directly or indirectly. Customer is responsible for all acts and omissions of Authorized Users.
6. Soundtrace may temporarily suspend Customer's and any Authorized User's access to any portion or all of the Software Services if Soundtrace reasonably determines that there is a threat or attack on the Services, Customer's use creates a risk to Soundtrace or others, or Customer has breached this Agreement.
7. In some cases, the Software Services may provide Customer with information including descriptions of environmental characteristics of a workplace, such as decibel levels over time ("Exposure Reports") and related recommendations ("Recommendations"). Customer acknowledges that Recommendations are not legal advice and shall not be solely relied upon to determine any course of action related to Customer's legal duties or other obligations.

5. Support Services

1. Soundtrace will provide the Support Services identified on the Statement of Work during the Support Term.
2. For General Support, Soundtrace will provide support between the hours of 8:00 a.m. and 5:00 p.m. Eastern, Monday through Friday (excluding U.S. federal holidays) (the "Service Coverage Period").
3. For Support Services other than General Support, Soundtrace will perform such Support Services according to the Statement of Work. Unless otherwise provided, such Support Services will be provided on a time and materials basis at Soundtrace's then current rates.

6. Fees and Expenses

1. Customer shall pay the fees set out in the Statement of Work. Unless otherwise provided, said fee will be payable within 10 days of receipt of an invoice from Soundtrace.
2. Customer shall reimburse Soundtrace for all reasonable pre-approved expenses within 15 days of receipt of an invoice accompanied by receipts and reasonable supporting documentation.
3. Customer shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges imposed by any governmental entity on any amounts payable by Customer hereunder.
4. All late payments shall bear interest at the lesser of (a) the rate of 1.5% per month and (b) the highest rate permissible under applicable law. Customer shall also reimburse Soundtrace for all reasonable costs incurred in collecting any late payments, including attorneys' fees.
5. Payment Method. Customer may be required to provide a current, valid, accepted method of payment ("Payment Method"). Customer hereby grants Soundtrace permission to use the Payment Method for completion of any payments associated with Services. All payments are nonrefundable and there are no refunds or credits for partially used Services.
6. The Company reserves the right to increase prices, but such increases will not exceed the cost of inflation. Notice of any price adjustments will be provided in written form.

7. Limited Warranty; Disclaimers

1. Soundtrace warrants that it shall perform the Services in accordance with the terms and subject to the conditions set out in the Statement of Work and this Agreement.
2. Soundtrace warrants that it shall perform the Support Services (a) using personnel of industry standard skill, experience, and qualifications; and (b) in a timely, workmanlike, and professional manner in accordance with generally recognized industry standards.
3. Soundtrace will take all commercially reasonable steps to keep the Software Services operating smoothly and efficiently. However, Soundtrace shall not be responsible for delays or service interruptions attributable to causes beyond its reasonable control.
4. Customer acknowledges and agrees that regular maintenance, calibration, and other upkeep of Equipment is required and is the sole responsibility of Customer unless otherwise specified on the Statement of Work.

8. Intellectual Property

1. Except as expressly provided by this Agreement, all intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, "Intellectual Property Rights") in and to the Services or the results of the Services are and will remain the sole property of Soundtrace.
2. Soundtrace and its licensors are, and shall remain, the sole and exclusive owners of all right, title, and interest in and to all documents, data, know-how, methodologies, software, and other materials, including computer programs, hardware designs, inventions, and specifications, provided by or used by Soundtrace in connection with performing the Services, in each case developed or acquired by Soundtrace (i) prior to the commencement of this Agreement, or (ii) for use by Soundtrace's customers generally, including all Intellectual Property Rights therein ("Soundtrace IP"). For the sake of clarity, the Soundtrace IP includes the Software Services, any Intellectual Property Rights embodied by hardware provided as part of the HaaS Services, and any documents, guides, tools, software, methods, processes, or other materials used in the course of providing Support Services.
3. Excluding any Soundtrace IP, Customer is and shall remain the sole and exclusive owner of all right, title, and interest in and to all information that Customer provides as input to the Software Services, and all information or reports produced by the Software Services as output, including all Intellectual Property Rights therein ("Customer Data"). To the extent that any Customer Data is created by Soundtrace, such Customer Data is a work-for-hire owned by Customer. To the extent that any such Customer Data is not considered a work-for-hire, Soundtrace hereby assigns all right, title, and interest in and to such Customer Data to Customer. Customer hereby grants to Soundtrace a perpetual, irrevocable, non-exclusive, worldwide, royalty free, sublicensable, fully paid up license to use, store, copy, modify, transmit, and create derivative works of the Customer Data: (i) in order to perform the Services for Customer, and (ii) in aggregate, de-identified, or otherwise anonymous forms in order to improve the Services and create the Performance Data.
4. To the extent that any Soundtrace IP is incorporated with Customer Data, Soundtrace hereby grants Customer a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free and perpetual basis to use such Soundtrace IP solely in the form and manner incorporated with the Customer Data, and solely to the extent reasonably required to enable Customer to make reasonable use of the Customer Data in accordance with this Agreement.
5. Customer acknowledges that Soundtrace personnel performing Services under this Agreement may perform similar services for others, and this engagement by Customer will not prevent Soundtrace from providing services or developing materials that are competitive with those developed hereunder for Customer regardless of any similarity between such services or materials. Soundtrace and its personnel shall be free to use their general knowledge, skills, and experience, and any ideas, concepts, know-how and techniques used in the course of providing Services hereunder on other engagements; and Soundtrace's other customers shall have the right to use materials incorporating such ideas, concepts, know-how and techniques.

9. Confidentiality

From time to time during the Term of this Agreement, either Party (as the "Disclosing Party") may disclose or make available to the other Party (as the "Receiving Party"), non-public, proprietary, and confidential information of Disclosing Party, whether disclosed orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential" ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party's breach of this agreement; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party's possession prior to Disclosing Party's disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information.

The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person or entity, except to the Receiving Party's Group who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement.

If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party's sole cost and expense, a protective order or other remedy. For purposes of this Section 10 only, Receiving Party's Group shall mean the Receiving Party's affiliates and its or their employees, officers, directors, partners, members, managers, agents, independent contractors, attorneys, accountants, and financial advisors.

10. Limitation of Liability

1. IN NO EVENT SHALL SOUNDTRACE BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, OR ANY DAMAGES ARISING OUT OF OR CAUSED, IN WHOLE OR IN PART, BY ANY ERRORS OR OMISSIONS IN ANY DATA, CONTENT, OR OTHER INFORMATION PROVIDED THROUGH THE SERVICES, OR BY DELAYS IN OR INTERRUPTIONS OF ACCESS TO THE SERVICES, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SOUNDTRACE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
2. IN NO EVENT SHALL SOUNDTRACE'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO SOUNDTRACE PURSUANT TO THE STATEMENT OF WORK IN THE 6 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. Indemnification by Customer

Customer shall indemnify and hold Soundtrace harmless from and against all claims, liabilities, damages, and expenses claimed or brought by a third party, including court costs and reasonable attorney fees, arising out of or in any manner connected with (a) Customer's use of the Services, except to the extent arising from Soundtrace's gross negligence or willful misconduct, (b) Customer's breach of its obligations under Section 3, Section 9, or Section 10, including any claim or allegation that Soundtrace's use of the Confidential Information or other materials provided by Customer infringe the rights of any third party, (c) Customer's negligence, willful misconduct, or violation of law, (d) non-compliance with any law, rule, regulation, or other requirement, including those provided by OSHA, or (e) injury or an allegation of an injury by or on behalf of any Customer employee, consultant, visitor, or other personnel or third party, including hearing loss or related injuries.

12. Insurance

At all times during the Term of this Agreement and for a period of three years thereafter, Customer shall procure and maintain, at its sole cost and expense, at least the following types and amounts of insurance coverage (i) Commercial General Liability with limits that are reasonable and industry standard given the extent of Customer's business activities, including bodily injury and property damage; and (ii) Worker's Compensation with limits no less than the minimum amount required by applicable law. Upon the written request of Soundtrace, Customer shall provide Soundtrace with copies of the certificates of insurance and policy endorsements for all insurance coverage, and shall not do anything to invalidate such insurance. This Section shall not be construed in any manner as waiving, restricting, or limiting the liability of either Party for any obligations imposed under this Agreement (including but not limited to, any provisions requiring a Party hereto to indemnify, defend, and hold the other harmless under this Agreement).

13. Term, Termination, and Survival

1. This Agreement shall commence as of the effective date of the Statement of Work and shall continue thereafter until terminated pursuant to this Section 13 or the expiration or termination of the Statement of Work (the "Term").
2. Either Party may terminate this Agreement, effective upon written notice to the other Party (the "Defaulting Party") if the Defaulting Party: (a) materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach; (b) becomes insolvent or admits its inability to pay its debts generally as they become due; (c) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (d) is dissolved or liquidated or takes any corporate action for such purpose; (e) makes a general assignment for the benefit of creditors; or (f) has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. Additionally, Soundtrace may terminate this Agreement or any Statement of Work, in its sole discretion, upon 30 days prior written notice to Customer.
3. In the event that this Agreement or a Statement of Work is terminated (i) as a result of Soundtrace's status as a Defaulting Party under Section 13.b, or (ii) for Soundtrace's convenience under Section 13.b, Soundtrace shall refund to Customer any prepaid and unearned fees for portions of the Services not yet provided.
4. The rights and obligations of the Parties set forth in this Section 13, and any right or obligation of the Parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.
5. Auto-Renewal. This Agreement and any active Statement of Work will automatically renew for successive terms equal to the original Term unless either Party provides written notice of non-renewal at least sixty (60) days prior to the expiration of the then-current Term. The Parties agree that such automatic renewal is for the mutual convenience of the Parties. Pricing for any Renewal Term will reflect any adjustments permitted under Section 6. Soundtrace will use reasonable efforts to provide advance notice of renewal prior to the applicable notice deadline.

14. Privacy

1. Privacy Policy. For information about how we collect, use, share and otherwise process information collected through our website, please see our Privacy Policy.
2. Data Processing Addendum. The Data Processing Addendum (the "DPA") will apply where Soundtrace processes Customer Personal Data (as defined in the DPA) that is subject to Data Protection Law (as defined in the DPA) on behalf of Customer.

15. Miscellaneous

1. Publicity. Soundtrace may use Customer's name and logo to publicly identify Customer as Soundtrace customer in a press release, on Soundtrace's website, and through other public communications. Customer will provide a brief statement that Soundtrace may use in such communications. Soundtrace may also produce and publicly distribute a case study regarding Customer's use of the Services.
2. Entire Agreement. This Agreement, including and together with any related Statements of Work, exhibits, schedules, attachments and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. The parties acknowledge and agree that if there is any conflict between the terms and conditions of this Agreement and the terms and conditions of the Statement of Work, the terms and conditions of this Agreement shall supersede and control.
3. Notices. All notices, requests, consents, claims, demands, waivers and other communications under this Agreement (each, a "Notice", and with the correlative meaning "Notify") must be in writing and addressed to the other Party using the contact information as set forth above.
4. Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
5. Amendments. No amendment to or modification of this Agreement is effective unless it is in writing, identified as an amendment to this Agreement, and signed by an authorized representative of each Party.
6. Waiver. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
7. Assignment. Customer shall not assign, transfer, delegate or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Soundtrace. Any purported assignment or delegation in violation of this section shall be null and void. No assignment or delegation shall relieve the Customer of any of its obligations under this Agreement. Soundtrace may assign any of its rights or delegate any of its obligations to any affiliate or to any person acquiring all or substantially all of Soundtrace's assets without Customer's consent.
8. Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns.
9. Choice of Law. This Agreement and all related documents including all exhibits attached hereto, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of Ohio, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Ohio.
10. Choice of Forum. Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement, including all exhibits, schedules, attachments and appendices attached to this Agreement, and all contemplated transactions, including contract, equity, tort, fraud and statutory claims, in any forum other than the courts of the State of Ohio, located in or near the Cincinnati, Ohio metropolitan area. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation or proceeding only in such venue. Each Party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
11. WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT, INCLUDING EXHIBITS, SCHEDULES, ATTACHMENTS, AND APPENDICES ATTACHED TO THIS AGREEMENT, IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS, SCHEDULES, ATTACHMENTS OR APPENDICES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.
12. Force Majeure. No Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of the Customer to make payments to Soundtrace hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's ("Impacted Party") reasonable control, including, without limitation, the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake, epidemic, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (h) shortage of adequate power or transportation facilities. The Impacted Party shall promptly give notice to the other Party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party's failure or delay remains uncured for a period of 30 days, the other Party may thereafter terminate this Agreement upon 30 days' written notice.

Appendix A — Service Partner Relationships; Continuity of Service; Non-Circumvention

Platform System of Record

The Soundtrace platform serves as the system of record for all audiometric testing results, hearing conservation program documentation, compliance records, and other program data generated through the use of the Soundtrace platform. Notwithstanding any commercial arrangement between a customer and a Service Partner, Soundtrace retains ownership and administrative control over such records in connection with the operation, continuity, and regulatory compliance of programs delivered through the Soundtrace platform.

Contact Us

If you have any questions about these Terms of Service, please contact us at support@soundtrace.com.