SONICVOX MASTER SERVICES AGREEMENT
Effective Date: March 24, 2026
Last Updated: July 5, 2026
Version: 1.0
This Master Services Agreement (“Agreement” or “MSA”) is entered into as of the Effective Date set forth in the first executed Order Form and is by and between WP Global Syndicate LLC, an Oklahoma limited liability company, doing business as SonicVox (“Company,” “we,” “us,” or “our”), and the entity identified in an Order Form as the customer (“Customer”). The Company and Customer are each a “Party” and collectively the “Parties.”
1. DEFINITIONS
- “Affiliate” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a Party. “Control” means ownership of more than 50% of voting interests.
- “Agreement” means this MSA (including its Schedules and Exhibits), the applicable Order Form(s), the Terms of Service, the Data Processing Addendum (DPA), and any other documents expressly incorporated by reference.
- “Order Form” means a written or electronic ordering document executed by the Parties that references this Agreement and describes the Services, Fees, Service Levels (if any), and other order-specific terms.
- “Services” means the SaaS, APIs, plugins, software, and related professional services provided by the Company to Customer as described in an Order Form and accompanying Documentation.
- “Customer Content” means data, text, audio, images, video, documents and other content submitted, uploaded, or provided by or for Customer through the Services.
- “Company IP” means the Company’s proprietary technology, software, models, documentation, inventions, know-how, trade secrets, and other intellectual property used to deliver the Services (excluding Customer Content).
- “Confidential Information” has the meaning set out in Section 13.
- “DPA” means the Data Processing Addendum executed by the Parties (if any), which governs handling of Personal Data.
- “Personal Data” has the meaning given in the DPA.
- “Service Credit” means a credit applied to Fees in accordance with the Service Levels in an Order Form.
- “Sub-processor” means any third party engaged by the Company to process Personal Data on the Company’s behalf.
2. SCOPE OF AGREEMENT
2.1 Scope
This Agreement governs Customer’s purchase and use of the Services.
2.2 Order Forms
The Order Form(s) executed by the Parties are incorporated by reference.
2.3 Order of Precedence
In the event of a conflict between documents, precedence is:
- Order Form;
- DPA;
- this MSA;
- Terms of Service;
- other policies incorporated by reference.
3. TERM & TERMINATION
3.1 Term
The Agreement commences on the Effective Date in the first Order Form and continues until all Order Forms have expired or been terminated, unless earlier terminated as provided herein (the “Term”).
3.2 Termination for Cause
Either Party may terminate an Order Form or this Agreement for material breach by the other Party if the breaching Party fails to cure within thirty (30) days after written notice specifying the breach (or ten (10) days for failures that present an immediate security or regulatory risk).
3.3 Termination for Insolvency
Either Party may terminate immediately upon the other Party’s insolvency, receivership, assignment for benefit of creditors, or similar event.
3.4 Termination for Convenience
Where an Order Form permits, Customer may terminate for convenience upon the notice and fees set forth in that Order Form. The Company may not terminate for convenience if prohibited in the Order Form.
3.5 Effects of Termination
Upon termination or expiration
- all rights granted to Customer automatically revert;
- Customer shall immediately cease use of the Services;
- The Company will, at Customer’s option, return Customer Content in standard export format or delete it within the timeframe set forth in the DPA; and
- any amounts accrued remain payable. The Company may withhold deletion where subject to legal hold or regulatory retention obligations.
4. SERVICES, ORDERING AND CHANGE CONTROL
4.1 Services Standard
The Company will provide the Services described in an Order Form in a professional and workmanlike manner consistent with industry practice.
4.2 Order Forms
All purchases of Services are governed by an applicable Order Form. Order Forms will specify service tiers, pricing, seat counts, usage limits, and Service Levels.
4.3 Change Control
- Any change to the Services or Order Forms will be made by written amendment signed by both Parties.
- The Company may modify non-material features of the Services (e.g., improvements, bug fixes) without Customer consent; material changes affecting functionality will be subject to Customer notice and (where reasonably required) Customer acceptance testing.
5. FEES, TAXES AND PAYMENT
5.1 Fees
Customer will pay fees set out in the Order Form (“Fees”). Unless otherwise stated, all Fees are in U.S. dollars and non-refundable. The Company may suspend Services for past due amounts following at least ten (10) days’ written notice.
5.2 Expenses
Customer reimbursements must be pre-approved, reasonable travel or out-of-pocket expenses for professional services.
5.3 Taxes
Fees do not include taxes. Customer will pay all applicable taxes, excluding taxes on the Company’s net income.
5.4 Payment Terms
Unless otherwise provided, payment is due within thirty (30) days of invoice. Late payments accrue interest at the lesser of 1.5% per month or the maximum permitted by law.
5.5 Audit & Reconciliation
The Company may audit usage metrics and invoice adjustments. Customer will provide reasonable access to billing data and cooperate to reconcile differences.
6. SERVICE LEVELS & SLA
6.1 Service Levels
The Company will use commercially reasonable efforts to meet Service Levels specified in the Order Form. Default Service Level: Monthly Uptime of 99.9% (excluding scheduled maintenance and Force Majeure).
6.2 Service Credits
If the Company fails to meet the Monthly Uptime in a billing cycle, Customer may request Service Credits per the Order Form: for each 0.1% below the target, a credit equal to 2% of Monthly Fees for the affected Service, up to a maximum of 50% of Monthly Fees for that month. Service Credits are Customer’s sole and exclusive remedy for SLA failures.
6.3 Exceptions
Service Levels exclude disruptions due to:
- Customer’s use of unapproved integrations or third-party services;
- Customer Content or Customer’s breach;
- scheduled maintenance with prior notice;
- Force Majeure;
- Customer’s failure to follow documentation.
6.4 Availability of APIs
The Company may impose fair use limits and rate limits. The Company will provide notice of any material rate limit changes.
7. CUSTOMER OBLIGATIONS; ACCEPTABLE USE
7.1 Customer Responsibilities
Customer will:
- comply with all applicable laws (including biometric laws where relevant), this Agreement, the TOS and AUP;
- ensure authorized use of the Services;
- obtain all consents, permissions and rights necessary to submit Customer Content (including voice consent where required);
- maintain secure credentials and restrict access; and
- provide the Company with timely cooperation.
7.2 Biometric & Consent Allocation
Customer is solely responsible for obtaining, recording, and retaining any required consents, notices, or authorizations for biometric data (including but not limited to BIPA, Texas and Washington biometric statutes, GDPR Article 9) before uploading or providing any biometric data to the Company. Customer will maintain proof of consent and furnish evidence on reasonable request.
7.3 Acceptable Use
Customer will use the Services only for lawful purposes and in accordance with the Acceptable Use Policy (AUP), incorporated by reference into this Agreement. Refer to the Acceptable Use Policy.
The Company may suspend Services to prevent imminent harm or illegal activity without prior notice, where permitted by law.
8. DATA PROTECTION AND SECURITY
8.1 Data Processing
The Company acts as a processor when processing Personal Data on behalf of Customer; processing is governed by the DPA. Each Party will comply with its obligations under applicable data protection laws.
8.2 Security Measures
The Company will implement and maintain technical and organizational measures consistent with the Security Overview and DPA. The Company does not warrant that the Services are immune to all attacks.
8.3 Sub-Processors
The Company will maintain a Sub-processor List and follow DPA notice and objection procedures prior to engaging new Sub-processors.
8.4 Breach Notification
The Company will notify Customer without undue delay upon becoming aware of a confirmed Personal Data breach affecting Customer Personal Data and will provide reasonable cooperation and information to support Customer’s regulatory obligations and notifications.
8.5 Customer Data
Customer grants the Company a limited license to use Customer Content solely as necessary to provide the Services. The Company will not use Customer Content for model training unless Customer has given an explicit, documented opt-in consent.
9. INTELLECTUAL PROPERTY
9.1 Customer IP
Customer retains all rights, title and interest in and to Customer Content and any IP rights therein.
9.2 Company IP
The Company and its licensors retain all Company IP. Customer obtains no ownership rights except for the limited, non-exclusive right to use the Services in accordance with this Agreement.
9.3 Customer License Grant
Customer grants the Company a limited, worldwide, royalty-free license to host, copy, transmit, display and modify Customer Content as necessary to provide the Services and perform the Company’s obligations.
9.4 Feedback
Any feedback Customer provides concerning the Services is non-confidential and the Company may use such feedback without restriction.
9.5 Infringement Indemnity
The Company will defend and indemnify Customer against third-party claims that the Services (excluding Customer Content and Customer-provided integrations) infringe third-party IP, provided Customer:
- promptly notifies the Company of any claim;
- grants control of defense to the Company; and
- provides reasonable assistance. The Company’s indemnity obligations are subject to the Limitation of Liability.
10. WARRANTIES; DISCLAIMERS
10.1 Company Warranties
The Company warrants that:
- it will provide Services in a professional manner consistent with industry standards; and
- it will implement and maintain the security measures described in the DPA and Security Overview. The foregoing is exclusive and replaces all other express warranties regarding the Services.
10.2 Customer Warranties
Customer warrants that:
- it has the right to provide Customer Content and to grant the licenses herein;
- it will comply with applicable laws; and
- its use will comply with the AUP.
10.3 DISCLAIMER
EXCEPT FOR THE LIMITED WARRANTIES IN SECTION 10.1, THE SERVICES ARE PROVIDED “AS IS” AND THE COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT OUTPUT ACCURACY, THE FITNESS OF GENERATED AUDIO FOR ANY PARTICULAR PURPOSE, OR THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS.
11. INDEMNIFICATION
11.1 Customer Indemnity
Customer will defend, indemnify and hold harmless the Company and its Affiliates and their respective officers, directors and employees from claims, liabilities, damages, losses and expenses (including reasonable attorneys’ fees) arising out of or related to:
- Customer Content;
- Customer’s breach of Section 7 (including failure to obtain biometric consents);
- Customer’s violation of law; or
- Customer’s misuse of the Services.
11.2 The Company Indemnity
The Company will defend, indemnify and hold harmless Customer from claims that the Services (excluding Customer Content) infringe third-party IP, provided Customer gives prompt notice, grants control of defense, and cooperates. The Company will have no obligation for claims arising from:
- Customer Content;
- combination with other products; or
- modifications made by Customer.
11.3 Allocation
The indemnifying Party will pay costs and damages finally awarded or included in a settlement approved by the indemnifying Party.
12. LIMITATION OF LIABILITY
12.1 EXCLUSION OF DAMAGES
EXCEPT FOR A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A PARTY’S INDEMNITY OBLIGATIONS, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF DATA, OR LOST BUSINESS OPPORTUNITY.
12.2 LIABILITY CAP
EXCEPT FOR LIABILITY ARISING FROM (A) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (B) A PARTY’S INDEMNIFICATION OBLIGATIONS; OR (C) A BREACH OF CONFIDENTIALITY OR DATA PROTECTION OBLIGATIONS, EACH PARTY’S AGGREGATE LIABILITY FOR DIRECT DAMAGES WILL NOT EXCEED THE GREATER OF (I) TWO MILLION DOLLARS (US $2,000,000) OR (II) THE FEES PAID BY CUSTOMER TO THE COMPANY UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
12.3 Carveouts
The limitations of liability in this Section do not apply to liability that cannot be legally limited.
13. CONFIDENTIALITY
13.1 Definition
“Confidential Information” means non-public information disclosed by a Party marked as confidential or which a reasonable person would understand is confidential.
13.2 Protection
Receiving Party will protect Confidential Information using at least the same degree of care it uses for its own similar information (minimum reasonable care) and not less than reasonable commercial standards.
13.3 Exceptions
Confidential Information does not include information that:
- is or becomes public other than via breach;
- was known to Receiving Party prior to disclosure;
- is rightfully obtained from a third party without breach; or
- is independently developed.
13.4 Compelled Disclosure
If disclosure is compelled by law or order, Receiving Party will provide notice to Disclosing Party unless prohibited and will cooperate on protective measures.
13.5 Return/Destruction
Upon termination, Receiving Party will return or destroy Confidential Information within thirty (30) days, except for archival copies retained under legal hold.
14. AUDIT; RECORDS; VERIFICATION
14.1 Audit Rights
Customer may conduct one (1) audit per 12-month period to verify the Company’s compliance with the DPA and security obligations, subject to:
- thirty (30) days’ prior written notice;
- execution of reasonable confidentiality undertakings;
- during normal business hours; and
- at Customer’s expense unless the audit reveals a material noncompliance, in which case the Company will reimburse reasonable audit costs.
14.2 Third-Party Reports
The Company may satisfy audit requests by providing recent third-party audit reports or certifications (SOC 2, ISO 27001) or by providing a mutually acceptable summary of controls.
15. INSURANCE
The Company will maintain commercial general liability, cyber/privacy insurance, and professional liability (errors and omissions) insurance with commercially reasonable limits (for example, cyber insurance with limits not less than $2,000,000) and will provide certificates upon reasonable request.
16. EXPORT CONTROL; SANCTIONS
16.1 Compliance
Each Party will comply with applicable export control and economic sanctions laws. Customer will not export, re-export, or provide access to the Services in violation of such laws.
17. GOVERNMENT REQUESTS
The Company will, to the extent legally permitted, notify Customer of government requests for Customer Content or Personal Data and will cooperate with Customer’s reasonable lawful requests to seek to limit the scope of such requests.
18. PUBLICITY
Neither Party will make public announcements or press releases regarding the business relationship without the other Party’s prior written consent, except Customer may state the relationship in a factual manner for procurement or investor purposes.
19. ASSIGNMENT
Neither Party may assign this Agreement without the other Party’s prior written consent, except either Party may assign to an Affiliate or in connection with a merger, sale of substantially all assets, or change of control, provided the assignee assumes obligations.
20. MISCELLANEOUS
20.1 Independent Contractors
The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, or agency relationship.
20.2 Notices
Notices are in writing and sent to addresses in the Order Form or to legal@sonicvox.ai for the Company.
20.3 Severability
If any provision is invalid, the remainder remains in full force.
20.4 Entire Agreement
This Agreement (and its incorporated documents) is the complete agreement and supersedes prior negotiations and agreements.
20.5 Amendment
This Agreement may be amended only by a signed written instrument executed by authorized representatives of both Parties.
20.6 Force Majeure
Neither Party will be liable for delays caused by events beyond its reasonable control.
20.7 Electronic Signatures
This Agreement may be executed in counterparts and by electronic signature, each of which is an original.
21. DISPUTE RESOLUTION; GOVERNING LAW; JURISDICTION
21.1 Governing Law; Venue
This Agreement is governed by the laws of the State of Oklahoma, without regard to conflict of laws principles. The Parties submit to the exclusive jurisdiction of the federal and state courts located in Oklahoma County, Oklahoma, USA.
21.2 Injunctive Relief
Each Party acknowledges that a breach of Section 9 (IP) or Section 13 (Confidentiality) may cause irreparable harm and that the non-breaching Party may seek injunctive relief in addition to other remedies.
SIGNATURES
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their authorized representatives.
WP GLOBAL SYNDICATE LLC dba SONICVOX
By:
Name: ___________________________
Title: ____________________________
Date: ____________________________
CUSTOMER
By:
Name: ___________________________
Title: ____________________________
Date: ____________________________
