VoiceRun Enterprise Services Agreement

These Enterprise Services Terms apply only when expressly incorporated into an Order Form mutually executed by VoiceRun, Inc. (VoiceRun) and the customer identified in that Order Form (Customer). They do not apply merely because a person visits a website, creates an account, accepts a clickthrough, or uses a self-service offering. The effective date of the Agreement is the effective date stated in the applicable Order Form.

1Agreement structure and orders

1.1 Agreement. The Agreement consists of the executed Order Form, these Enterprise Services Terms, the Enterprise Service Specific Terms, Data Processing Addendum (DPA), Enterprise Service Level Agreement and Support Terms (SLA), Security Terms, and the Acceptable Use Policy (AUP), in each case at the versions identified in the Order Form, together with any mutually executed amendment. An Order Form identifies the purchased Services, fees, term, deployment and any agreed variations. Services means the VoiceRun products and services expressly purchased under an Order Form. Documentation means VoiceRun's user and technical documentation for those Services.

1.2 Priority. An executed Business Associate Agreement (BAA) controls a conflict concerning its HIPAA subject matter. Mandatory provisions of applicable data-transfer instruments control first. The DPA controls conflicts concerning processing of personal data; the SLA controls conflicts concerning service levels and service credits; and the Security Terms control conflicts concerning security obligations. An Order Form or signed amendment may vary another provision only by specifically identifying the provision being varied and the agreed change, and may not override mandatory law or mandatory data-transfer provisions. Subject to those rules, the Order Form controls deal-specific commercial terms, followed by the Enterprise Service Specific Terms and these Enterprise Services Terms. An ordinary Work Authorization does not amend liability, intellectual property, data-use, privacy, security, service-level or other legal terms.

1.3 Additional purchases. Additional products, agents, capacity, implementation or other Services require mutual written purchase authorization that identifies scope and pricing. Mere access to a feature, its appearance in an account or publication of a price does not create a new payment obligation. An email authorization may be used where the Order Form permits it; a new Order Form or amendment must otherwise be executed.

1.4 Enterprise accounts. If Customer or its Authorized Users are presented with or accept generally available online self-service terms during account creation or use, those terms do not modify or supplement the Agreement for Services covered by an Order Form. Authorized Users are Customer's employees, contractors and other persons Customer authorizes to use the purchased Services on its behalf. Services separately purchased outside the Order Form remain subject to the agreement governing that purchase.

1.5 Affiliate use and orders. Affiliate means an entity that directly or indirectly controls, is controlled by, or is under common control with a party. Control means ownership of more than fifty percent of the voting interests or the power to direct management. Customer may permit its Affiliates and their personnel to use Services purchased under Customer's Order Form within that Order's scope and limits. Customer must have authority to authorize that use and ensure their compliance, and remains responsible for their use, acts, omissions and charges as if its own. Such use does not create an additional license, separate liability cap, or separate claim against VoiceRun for the same Services; Customer brings claims relating to that use under its Agreement.

An Affiliate may instead purchase Services by executing its own Order Form with VoiceRun that expressly incorporates these terms and the applicable documents. For that Order, the Affiliate is Customer and forms a separate Agreement with VoiceRun, with its own fees, commitments, responsibilities and applicable liability limits. A parent or another Affiliate does not guarantee that separate Order unless it expressly agrees in writing. Use or purchasing by an Affiliate does not automatically pool commitments, discounts, credits or data-access rights across Orders. Processing instructions and data-access permissions must cover the entities and data involved.

2Provision of services

2.1 Access. During the applicable Order Form term, VoiceRun grants Customer a nonexclusive, nontransferable right to access and use the purchased Services for Customer's business purposes, including Customer's interactions with its own customers and end users. Customer may permit Authorized Users to exercise this right and is responsible for their compliance with the Agreement. No resale, sublicensing or managed service for unrelated third parties is authorized unless the Order Form permits it.

2.2 Performance and changes. VoiceRun will provide the Services substantially in accordance with the Documentation and the Order Form, using reasonable skill and care. VoiceRun may maintain and improve the Services, but will not materially reduce the purchased functionality, security protections or contracted service levels during a committed term. Material changes to customer-configured workflows require Customer's approval where they change Customer's business rules or production behavior. Where an urgent security risk or service disruption makes prior approval impracticable, VoiceRun may make the minimum emergency change reasonably necessary to protect or restore the Services. Authorized personnel must document the change and any exception, perform testing and obtain approval before implementation where practicable, and otherwise complete prompt validation and retrospective approval. VoiceRun will promptly notify Customer of material effects, seek Customer's approval for any continuing change to its business rules, and restore the agreed workflow as soon as safely practicable. This exception does not expand the SLA exclusions or permit an unrelated permanent reduction of purchased functionality.

2.3 Deployment. VoiceRun-managed cloud is the default deployment, with hosting in the United States unless the Order Form specifies otherwise. VoiceRun will use commercially reasonable efforts to accommodate requested regional hosting. A request alone is not a binding data-residency commitment; any agreed region, data categories and provider or support-access limitations must be recorded in the Order Form. VoiceRun Edge, customer-hosted, private-cloud and on-premises deployments require a rider executed with the applicable Order Form specifying the software rights, deployment scope, support and allocation of operational responsibilities. These general terms do not independently grant a right to install or run VoiceRun software in Customer's environment; those rights and deployment-specific variations are addressed in that rider. Availability of a proposed deployment is subject to VoiceRun's security review and confirmation that it can be supported consistently with its applicable security policies. A rider must identify the applicable security scope and must not represent that cloud-service assurance materials cover customer-operated infrastructure unless that coverage is expressly substantiated.

2.4 Providers. VoiceRun may use service providers subject to the DPA and Security Terms, and remains responsible for their performance of VoiceRun's contractual obligations. Responsibility for model-provider availability and underlying cloud outages is governed by the SLA. Customer's separate contracts with third parties do not expand VoiceRun's purchased scope or excuse VoiceRun's own breach.

3Customer responsibilities

3.1 Accounts and dependencies. Customer will provide accurate account and billing information, protect credentials, promptly report suspected unauthorized access, and supply the interfaces, permissions, data, infrastructure and reasonable cooperation identified in the Order Form. Each party is responsible for systems it controls. Delays caused by unmet Customer dependencies extend affected delivery dates to the extent reasonably necessary; VoiceRun will identify the dependency and explain the effect.

3.2 Permitted use. Customer will comply with the incorporated Acceptable Use Policy and laws applicable to its use of the Services, obtain rights and notices or consents needed for its data, calls, recordings and communications, and use the Services within the purchased scope. Customer will not knowingly introduce malicious code, interfere with the Services, circumvent access controls, misuse another customer's data, or reverse engineer the Services except to the extent a restriction is prohibited by law. Customer may conduct internal functional evaluation. Penetration tests and other intrusive security tests require VoiceRun's prior written authorization.

3.3 Workflows and outputs. Customer selects the use cases, approves business rules and escalation workflows, validates its authoritative source data and approves production deployment. Customer is responsible for its business decisions and actions based on outputs, except to the extent caused by VoiceRun's breach. VoiceRun remains responsible for implementing the agreed configuration and performing its obligations. The Enterprise Service Specific Terms describe the applicable product limitations.

3.4 Benchmarks and publicity. Customer may test and benchmark the Services internally. Public disclosure of nonpublic VoiceRun performance results or security test results requires VoiceRun's prior written consent, except where disclosure is required by law. VoiceRun may not use Customer's name, logo or case study in publicity without Customer's prior written consent. A consent applies only to its stated scope and does not grant a broader trademark license.

4Fees and payment

4.1 Charges. Customer will pay the fees stated in the Order Form or an authorized purchase. Unless expressly agreed otherwise, invoices are in US dollars, payable within 30 days after receipt. Usage and authorized time-based Professional Services are billed monthly in arrears. Minimum commitments, prepayments, implementation credits, usage units and rate protection apply only as stated in the Order Form. Professional Services and expenses do not count toward a software or usage minimum unless the Order Form expressly says they do.

4.2 Disputes. Customer must notify VoiceRun of a good-faith invoice dispute within 30 days after receipt, identifying the amount and basis in reasonable detail, and timely pay the undisputed portion. The parties will work promptly to resolve the dispute. VoiceRun will provide reasonably available supporting usage or time records. VoiceRun will not impose late charges on, or suspend solely for nonpayment of, a timely disputed amount while Customer cooperates in good faith. An agreed adjustment will be credited or invoiced as appropriate.

4.3 Late payment. Undisputed overdue amounts may bear interest at the lesser of 1% per month or the maximum lawful rate. Before suspending for nonpayment, VoiceRun will provide written notice and at least 10 days to cure. Any suspension must be limited to what is reasonably necessary and will end promptly after cure. Customer remains liable for agreed charges during a permitted suspension, subject to any contrary Order Form provision.

4.4 Taxes and purchase orders. Fees exclude sales, use, value-added and similar transaction taxes, which Customer will pay except taxes on VoiceRun's income, property or employees. Legally required withholding will be supported by appropriate documentation, and the parties will cooperate on available relief. A purchase order is for administration only; its terms do not amend the Agreement. Failure to issue a purchase order does not excuse payment of an otherwise valid invoice.

5Professional services

5.1 Authorization. Implementation, integration, configuration, engineering, training and consulting (Professional Services) require an agreed scope. Fixed-fee implementation in an Order Form remains fixed-fee work. Additional hourly work requires a Work Authorization stating scope and a maximum number of hours or not-to-exceed amount, approved by a Customer contact designated in the Order Form or later designated in writing and accepted by VoiceRun's designated representative. Email suffices for that authorization. A separate statement of work is optional unless the parties require it.

5.2 Hourly work. Authorized hourly work is billed at the rate agreed in the Order Form or Work Authorization, with actual time recorded by authorization and billed monthly in arrears. VoiceRun may not exceed the approved maximum without further written approval. Unused authorized hours are not charged. Work is performed remotely by default; travel and expenses require advance written approval and are reimbursed at cost without markup.

5.3 Delivery. VoiceRun will perform Professional Services with reasonable skill and care. Estimates are planning estimates unless expressly stated to be binding milestones. There is no formal deliverable-acceptance condition or payment holdback unless the applicable statement of work expressly establishes one. Each party will promptly identify material scope or dependency changes; changes to fees or scope require written approval.

6Customer data and permitted data use

6.1 Customer Data. Customer Data means information submitted by or on behalf of Customer to the Services or generated specifically for Customer through the Services, including audio, recordings, transcripts, prompts, customer-authored code and business logic, configurations, annotations, labels, interaction outputs and Customer-specific evaluation results. Customer retains its rights in Customer Data. VoiceRun may process Customer Data only to provide, secure, support and maintain Customer's purchased Services in accordance with the Agreement and Customer's documented instructions, or as required by law subject to the DPA.

6.2 No generalized training. VoiceRun will not use or permit providers to use Customer Data to train, fine-tune, evaluate or improve models or services for VoiceRun generally, another customer or a third party without Customer's express written authorization identifying the permitted use. VoiceRun may use Customer Data to train or improve Customer-specific models solely for Customer where Customer orders or instructs that work. Use of a model provider does not itself authorize that provider to train on Customer Data. VoiceRun will impose corresponding restrictions on providers that process Customer Data on its behalf.

6.3 Operational telemetry. VoiceRun may use operational telemetry such as latency, error rates, provider performance, fallback rates, token counts, uptime and aggregate usage to operate and improve its platform. For uses beyond delivering Customer's Services, telemetry must be aggregated or de-identified so it does not identify Customer, an end user or a natural person. It excludes conversation content, recordings, transcripts, prompts, customer-specific business data and Customer-specific model artifacts, even if those materials have been de-identified. VoiceRun will not re-identify telemetry. Identifiable operational records remain protected Customer Data and, where applicable, personal data under the DPA.

6.4 Retention and retrieval. The default retention period for recordings, transcripts and other stored interaction data is 365 days from creation where those data categories are stored as part of the purchased Service. Customer may configure an available shorter period or request one. This does not require retention of ephemeral data not ordinarily stored. VoiceRun will complete valid Customer-requested deletion within 30 days, including applicable backup copies, subject only to the limited retention grounds and safeguards in DPA Section 6. Customer may submit deletion requests to support@voicerun.com or the agreed support channel. Upon expiration or termination, then-existing Customer Data remains retrievable for 60 days through export or reasonable retrieval assistance, after which it is deleted under DPA Section 6. Customer may request earlier deletion. The retrieval period does not reinstate expired data, continue production service, or require delivery of model weights. Backup rotation does not extend a deletion deadline. Retained security records and other permitted records remain protected and purpose-limited; retention does not authorize generalized training or reuse of Customer Data or Customer Models.

6.5 HIPAA and protected health information. Protected Health Information (PHI) has the meaning given in the US Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, as amended (HIPAA). Customer must not submit, transmit or otherwise make PHI available to VoiceRun, including through hosted Services, recordings, transcripts, prompts, integrations, support requests or diagnostic materials, unless the parties have executed a BAA covering that processing and expressly agreed in the Order Form or its rider to the eligible Services, deployment and configuration. A DPA, an instruction to process health information, or a reference to sensitive data does not substitute for a BAA or establish service eligibility.

Where that use is agreed, Customer must use only the covered Services and approved configuration and perform its responsibilities under the BAA and agreed documentation. VoiceRun will perform its responsibilities under the BAA; neither party's obligations are displaced by describing compliance as shared. Changes that would send PHI to an additional service or provider require confirmation that the processing is within the agreed BAA scope and safeguards before that change is enabled. Customer must promptly notify VoiceRun through the agreed support or security channel if PHI is inadvertently submitted outside the approved scope, and the parties will cooperate to contain and address the submission under applicable law and the Agreement. Unapproved submission does not waive VoiceRun's existing protection obligations or any duties imposed by law. Customer-hosted processing and any VoiceRun support access will be assessed in the deployment rider; licensing software alone does not authorize Customer to send PHI to VoiceRun.

7Intellectual property and customer models

7.1 Reserved rights. VoiceRun retains its rights in its platform, control plane, agent frameworks, SDKs, APIs, model and evaluation methodologies, training pipelines, reusable tools, libraries, pre-existing technology and generic improvements that do not contain Customer Data or Customer-specific artifacts. No rights are granted by implication.

7.2 Customer materials and deliverables. Customer owns its business logic, prompts, configurations, input materials and Customer-specific deliverables expressly developed for it, excluding embedded VoiceRun technology and third-party materials. To the extent necessary, VoiceRun assigns its rights in those Customer-specific deliverables to Customer upon payment of the applicable fees. VoiceRun grants Customer a nonexclusive license to embedded VoiceRun technology to the extent needed to use a delivered Customer-owned work product for its intended purpose; access to hosted Services remains subject to the applicable subscription. Third-party rights remain subject to their applicable licenses, which VoiceRun will identify where relevant.

7.3 Customer Models. Customer Models are models, adapters, LoRAs and other model artifacts developed specifically for Customer using Customer Data or its commissioned training. Customer has exclusive hosted use of those Customer Models during its subscription to the applicable Service. VoiceRun does not deliver model weights or grant a right to download them unless a mutually executed Order Form expressly provides otherwise. Underlying base models, infrastructure and training methods remain subject to their existing ownership and license rights.

7.4 Continuing protection. The exclusivity and no-reuse protections also cover Customer-specific evaluation sets, synthetic datasets and derived training artifacts. Customer's ownership of its original materials and Customer Data is unaffected. When the applicable subscription ends, hosted model access ends; VoiceRun is not required to preserve the model indefinitely. VoiceRun will not subsequently reuse, disclose, offer or make those Customer Models or Customer-specific artifacts available for another customer, generalized training or a third party. Retained copies remain protected and are deleted under the agreed retention rules. Termination is not consent to reuse.

8Confidentiality

Confidential Information means nonpublic information a party discloses in connection with the Agreement that is marked confidential or reasonably should be understood to be confidential, including Customer Data, security information, pricing and business or technical information. The receiving party will use it only to perform or exercise rights under the Agreement, protect it using at least reasonable care, and disclose it only to personnel, advisers and permitted providers who need to know and are bound by adequate confidentiality obligations. The receiving party is responsible for their compliance.

These restrictions do not apply to information the recipient can demonstrate was lawfully known without restriction, becomes public without breach, is independently developed without use of the disclosure, or is lawfully obtained from a third party without a duty of confidence. Legally compelled disclosure is permitted to the required extent, with advance notice and reasonable assistance to seek protection where lawful. Confidentiality continues for five years after termination; protection of Customer Data and trade secrets continues while retained or protected by applicable trade-secret law, respectively. The more specific DPA and no-training obligations are not shortened by that period.

9Warranties

Each party represents that it has authority to enter into the Agreement. VoiceRun warrants that the purchased Services will materially conform to the applicable Documentation and that Professional Services will be performed with reasonable skill and care. Customer will notify VoiceRun reasonably promptly of a claimed nonconformity, and VoiceRun will use commercially reasonable efforts to correct it or reperform affected work. If a material breach remains uncured, the termination and refund provisions of Section 12 apply. Availability remedies are governed by the SLA.

Except for express commitments in the Agreement and to the maximum extent permitted by law, neither party makes other warranties, including implied warranties of merchantability, fitness for a particular purpose or noninfringement. AI outputs may contain errors, and no particular business result, model improvement or identical output across runs is promised. These qualifications do not excuse VoiceRun's express performance, security, privacy, indemnification or data-use obligations.

10Indemnification

10.1 VoiceRun protection. VoiceRun will defend Customer against a third-party claim alleging that the purchased Services or VoiceRun technology supplied under the Agreement infringe a patent, copyright, trademark or trade secret, and pay damages and costs finally awarded or agreed in a settlement approved by VoiceRun. This obligation excludes claims to the extent caused by Customer Data or instructions, unauthorized modifications, combinations not supplied or required by VoiceRun where the claim would not otherwise arise, or use outside the agreed scope. Customer-directed use of separately contracted third-party products is excluded to that extent; using a provider selected by VoiceRun to perform VoiceRun's Services does not alone remove VoiceRun's protection.

10.2 IP remedies. If infringement is alleged or reasonably likely, VoiceRun may procure continued rights, modify the affected Service without materially reducing its functionality, or replace it with a materially equivalent service. If none is commercially reasonable, VoiceRun may terminate only the affected Service on written notice, refund prepaid unused affected-service fees, and release the future affected-service commitment. This Section states VoiceRun's contractual remedies for an IP infringement claim, subject to the procedures and limits below.

10.3 Customer protection. Customer will defend VoiceRun against a third-party claim arising from Customer Data, Customer's products, customer-directed business rules or instructions, lack of required communications or recording rights or consents, or unlawful or prohibited use, and pay damages and costs finally awarded or agreed in a settlement approved by Customer, in each case to the extent caused by Customer's breach or unlawful conduct. This does not cover the extent caused by VoiceRun's breach, infringement or unauthorized processing.

10.4 Procedure. The protected party must promptly give notice, provide reasonable cooperation at the defending party's expense, and allow the defending party control of the defense. Delayed notice excuses an obligation only to the extent materially prejudicial. A settlement may not impose an admission, nonmonetary obligation or payment on the protected party without its written consent, not unreasonably withheld. The protected party may participate with its own counsel at its own expense. All indemnification obligations, including IP indemnification, are subject to Section 11's elevated cap.

11Limitations of liability

11.1 Excluded damages. To the maximum extent permitted by law, neither party is liable for indirect, consequential, special, exemplary or punitive damages, or lost profits, revenue, goodwill or anticipated savings, arising out of the Agreement. Amounts payable to a third party under Section 10 and reasonable direct costs of addressing a breach of confidentiality, data protection, security or no-training obligations are not excluded solely because of this sentence; they remain subject to the applicable cap. This does not create an independent reimbursement right.

11.2 General cap. Each party's aggregate liability arising out of an applicable Order Form and its incorporated documents will not exceed the fees paid or payable under that Order Form during the 12 months preceding the event first giving rise to the claim. If the Order Form has been in effect for fewer than 12 months, the base is fees paid or payable for the period from commencement to that event, without annualizing future commitments. Related claims arising from the same facts are treated as one claim at the first such event.

11.3 Elevated cap. For breach of confidentiality, privacy or data-protection obligations, security obligations, no-training obligations, or indemnification obligations including IP indemnity, the cap is twice the fee base in Section 11.2. The caps are not cumulative: aggregate liability for ordinary claims remains within the general cap, and aggregate liability for all claims together may not exceed the elevated cap where an elevated category applies. A claim is not multiplied by asserting it under several documents or legal theories.

11.4 Application. These limits apply regardless of the form of action and even if a remedy fails of its essential purpose. They do not reduce payment of agreed fees for Services actually owed, agreed refunds or service credits, and do not limit liability to the extent applicable law prohibits limitation. The Agreement does not voluntarily create an uncapped damages category. Mandatory rights of data subjects under applicable law or transfer instruments are unaffected.

12Term suspension and termination

12.1 Term. Each Order Form states its initial term and any renewal mechanics. Unless expressly stated, an Order does not automatically renew. The Agreement remains in effect while an Order or a surviving obligation remains in effect.

12.2 Cause. Either party may terminate an affected Order Form if the other materially breaches and fails to cure within 30 days after written notice describing the breach. If a breach is incapable of cure, termination may be effective on written notice. Applicable insolvency law governs any termination for insolvency. Specific affected-service termination rights under the DPA, SLA or Section 10 are additional and do not require a second cure period where their stated conditions have been met.

12.3 Protective suspension. VoiceRun may temporarily suspend only the affected access to the extent reasonably necessary to address an actual security threat, unlawful use, a legal order, a material AUP violation supported by reasonable evidence, or a binding carrier or regulatory requirement applicable to the affected use. Suspension for an AUP violation follows the AUP's notice, remediation and proportionality provisions; a judicial or regulatory finding is not required before VoiceRun acts on reasonable evidence. VoiceRun will give notice and an opportunity to address the issue where reasonably practicable, explain the basis where lawful, minimize the impact and restore access promptly when the basis ends. This is not a right to suspend for a merely disputed invoice or avoid an SLA obligation. Nonpayment suspension is governed by Section 4.3.

12.4 Financial effect. Customer will pay fees accrued for Services properly provided through termination. If Customer terminates for VoiceRun's uncured material breach, persistent SLA failure, or an unresolved subprocessor objection under the DPA, or VoiceRun terminates under the IP remedy, VoiceRun will refund prepaid fees allocable to the unprovided terminated Services and release their future minimum commitments. Unaffected Services and commitments continue. Where a bundled commitment requires allocation, use the Order's express allocation or, if absent, a reasonable good-faith allocation based on the affected Services' agreed standalone prices or historical billed share; no double recovery is permitted. Other acceleration, expiration or refund rules apply only as expressly agreed in the Order Form and subject to these protected termination rights.

12.5 Transition and survival. Production access ends at termination subject to any paid transition arrangement, while Customer Data retrieval and deletion follow Section 6.4 and the DPA. Ownership, no-reuse and no-training restrictions, confidentiality, accrued payment obligations, applicable refunds, limitations of liability, dispute provisions and terms intended by their nature to survive remain effective. No source-code escrow, perpetual hosting obligation or change-of-control termination right arises unless expressly agreed.

13General provisions and version updates

13.1 Law and courts. Delaware law governs the Agreement, excluding conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in Delaware for disputes under the Agreement. EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES TRIAL BY JURY TO THE EXTENT PERMITTED BY LAW. Mandatory data-protection and data-transfer rights, jurisdiction and remedies are unaffected.

13.2 Online versions. The Order Form identifies the versions incorporated at signing. Posting a new version does not by itself amend an existing committed Order. New Orders may adopt a new version expressly. VoiceRun will provide at least 30 days' written notice of proposed material changes for renewal, and in all cases before the deadline for Customer to decline that renewal; otherwise the prior version continues for that renewal unless the parties agree. Materially adverse changes do not apply during the current committed term without Customer's agreement. Changes reasonably necessary to comply with law or address a material security requirement may take effect earlier only to that necessary extent, with advance notice where practicable and prompt notice otherwise. Such changes may not be used to alter pricing, ownership, liability or no-training protections for an unrelated commercial reason. VoiceRun will maintain dated versions and an update history at /legal/updates.

13.3 Notices. Legal notices must be sent by email to the notice contacts in the Order Form, with a copy to any physical notice address specified there for termination or a formal claim. Notices are effective on confirmed delivery, excluding an automated failure response; a courier notice is effective on delivery. Routine operational and support notices may use agreed account channels. Each party may update its contact details by notice. VoiceRun's mailing address is One Kendall Square, Suite 2102, Cambridge, MA 02139, unless updated by notice.

13.4 Assignment. Neither party may assign the Agreement without the other's written consent, not unreasonably withheld, except to an affiliate or in connection with a merger, reorganization or sale of substantially all relevant business or assets, if the successor assumes the obligations. Assignment does not reduce Customer Data protections or excuse accrued obligations.

13.5 Events beyond control. Neither party is liable for delay caused by events beyond its reasonable control if it takes reasonable steps to mitigate and resume performance. This does not excuse payment for Services already provided, displace the SLA's specific availability exclusions, or relieve data protection, confidentiality and security obligations to the extent those obligations can still be performed. Provider outages are treated under the SLA's specific rules.

13.6 Export sanctions and anti-corruption. Each party will comply with applicable export-control, re-export, import, economic sanctions and anti-corruption laws in connection with the Agreement, including applicable US requirements. Neither party will offer, authorize, give or accept an unlawful payment or benefit to obtain an improper advantage in connection with the Services. Each party represents that it is not subject to a designation, ownership or control restriction that prohibits its performance of the Agreement.

Customer must not access, export, re-export, transfer or make the Services, related software or technology available to a prohibited destination, person or end use in violation of applicable law. Customer must obtain authorizations required for its use and transfers and ensure that use it authorizes by Affiliates and other users does not evade these restrictions. VoiceRun remains responsible for authorizations required for its own provision of the Services. Each party must promptly notify the other if it learns of a restriction or violation that prevents lawful performance, to the extent notice is legally permitted. Customer must stop prohibited use promptly. VoiceRun may restrict affected access under Section 12.3 to the extent reasonably necessary to comply with these requirements. This Section does not expand the liability limits or create a separate indemnity.

13.7 Entire agreement. The parties are independent contractors. The Agreement is their complete agreement for the covered Services and supersedes prior proposals on that subject. Changes require a mutually executed amendment or the express mechanisms permitted here. Electronic signatures and counterparts are effective. A waiver must be in writing and is limited to its stated instance. If a provision is unenforceable, it will be limited to the minimum extent necessary and the remainder will continue. There are no third-party beneficiaries except rights expressly provided by mandatory law or applicable transfer instruments.