VOLeads End User License Agreement

End User License Agreement

NOTICE AND DEFINITIONS

Please read this document carefully before proceeding. This is a legal agreement between the client entity and its Permitted Affiliates listed on the applicable Registration/Order Form or account signup flow ("Client") and LegitVoices, Inc., a Michigan corporation with offices at 1315 Maryland, Milford, MI 48380 ("LegitVoices") (individually a "Party" and collectively the "Parties"). This Agreement governs Client's access to and use of the applicable LegitVoices platform, website, services, and licensed materials made available by LegitVoices, including without limitation VOinbox, VOLeads, and any successor or affiliated service platform designated by LegitVoices (each, a "Platform," and together, the "Platforms"). The applicable registration, order form, subscription selection, or account signup flow (each, a "Registration/Order Form") is incorporated into this Agreement by reference. Together, the active Registration/Order Form(s) describe the "Services." The website or domain through which the applicable Services are made available is the "Site." By accessing or using the Services, Client agrees to be bound by this End User License Agreement (the "Agreement" or the "EULA") in its entirety. The individual accepting or signing the applicable Registration/Order Form represents and warrants that he or she has the necessary authority to bind Client. For good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties hereby agree as follows:

  1. GRANT OF LICENSE

1.1 This Agreement governs Client's non-exclusive use of and access to the Licensed Materials (as defined below), made available to Client by LegitVoices.

1.2 Subject to the terms of this Agreement and an applicable Registration/Order Form, the "Licensed Materials" consist of all licensed information and content on the Site and Services, and any other materials or electronic information reasonably related to Client's use of the Site and Services, including without limitation: LegitVoices proprietary data, licensed third-party data, technology products, software, websites, networks, equipment, and related materials made available by LegitVoices pursuant to this Agreement.

1.3 Subject to the terms and conditions of this Agreement:

(a) provided that Client first pays all required fees set forth under the applicable Registration/Order Form(s) for Credits, subscriptions, or other purchased access rights, which may be exchanged for individual contact and company data or other Licensed Materials, LegitVoices hereby grants Client a limited, revocable, non-exclusive, non-transferable license to access and use the Licensed Materials and applicable Business Management Tools/Services; and

(b) provided that Client meets the membership, qualification, or access requirements described in the applicable Registration/Order Form, LegitVoices hereby grants Client a limited, revocable, non-exclusive, non-transferable license to access and use the applicable Business Management Tools/Services, with or without separate purchase as expressly stated in the applicable Registration/Order Form.

1.4 Client may:

(a) use the Site, Services, and Licensed Materials solely for Client's internal business purposes, including sales, marketing, business development, customer success, or recruiting purposes, during the Term set forth in the applicable Registration/Order Form (the "Permitted Use"). Data obtained by Client through the Services prior to termination may be used following termination only to the extent expressly permitted by this Agreement, including Section 5.2 below.

(b) for the Permitted Use, make copies of the Licensed Materials and export CSV format files, provided that any such copies and exports are maintained and protected in a manner at least as protective as Client uses for its own confidential information of similar nature, and in no event with less than reasonable care. This EULA, the Services, and Client's Permitted Use are subject to all applicable export, privacy, and data protection laws, orders, restrictions, and regulations.

IMPORTANT

Whether protecting personally identifiable information, Client-generated data, or its own systems and data, LegitVoices, Inc. and its subsidiaries and affiliates take data security, data integrity, and data sovereignty very seriously. All data policies are strictly enforced.

1.5 Client may not, and Client agrees that it will not permit others (including its agents and affiliates not named in the applicable Registration/Order Form) to:

(a) reproduce the Site, Services, or Licensed Materials, or remove any proprietary notices, ownership labels, or marks therefrom, except as expressly permitted above with respect to the Licensed Materials;

(b) modify, translate, create derivative works, copy, broadcast, transmit, publish, remove or alter any proprietary notices or labels, license, sublicense, mirror, frame, exploit, reverse engineer, decompile, disassemble, or otherwise attempt to: (i) defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection mechanisms in the Site, Services, or Licensed Materials, including without limitation any mechanism used to restrict access to or control the functionality of the Licensed Materials; (ii) derive the source code or the underlying ideas, algorithms, structure, or organization from the Site or Services; or (iii) use the Site, Services, or Licensed Materials in any manner not expressly permitted under this Agreement;

(c) access, extract, or copy information from the Licensed Materials using automated means such as crawlers, bots, scripts, or intelligent agents;

(d) lease, private label, grant a security interest in, sell, resell, transfer, distribute, rent, sublicense, or otherwise allow access to the Site, Services, or Licensed Materials to any third party. Prohibited uses include, without limitation: (i) Users sharing passwords; (ii) use of the Services or Licensed Materials for the benefit of third parties, including Client customers; or (iii) use by contractors, affiliates, or subsidiaries of Client not expressly named in an applicable Registration/Order Form;

(e) integrate Licensed Materials into any of Client's systems, including without limitation a CRM or marketing automation system, except as expressly permitted by LegitVoices and only where such systems and workflows comply with this Agreement, including LegitVoices' standards for data sovereignty, governance, and downstream control. Where such integration is permitted, Client must maintain either (i) labels or tags identifying LegitVoices as the data source, or (ii) links to the applicable Platform for reporting purposes and system documentation noting that the Licensed Materials originate from LegitVoices and its licensors;

(f) introduce into the Site or Services any viruses, Trojan horses, time bombs, trap doors, or other harmful or malicious code;

(g) use the Site, Services, or Licensed Materials in violation of law or regulation, or in connection with any data or content that is illegal or otherwise infringes or violates the rights of any third parties;

(h) export or re-export, directly or indirectly, the Services or Licensed Materials into any country prohibited by the United States Export Administration Act or the regulations thereunder;

(i) remove any seeds, markers, or tracking elements embedded in the Data to detect unauthorized use or duplication. For purposes of these License Terms, "Data" means the information or other data made available by LegitVoices to Client through subscription, one-time purchase, or other Service access, including without limitation personal information and/or records of individuals and their company affiliation contained in LegitVoices' databases and made available through the Services; or

(j) ingest, transfer, upload, sync, export, deploy, or otherwise use the Licensed Materials within any third-party platform, white-label reseller environment, hosted software stack, CRM, marketing automation system, data environment, or other downstream system that, in LegitVoices' sole discretion, does not satisfy its standards for data sovereignty, data governance, administrative access control, export control, processor/subprocessor relationships, infrastructure control, or protection of Licensed Materials. Examples may include, without limitation, white-label reseller environments built on GoHighLevel or similar agency-resold software stacks. Such examples are illustrative only and do not limit LegitVoices' sole discretion.

1.6 This is a license and not a sale. All rights, title, and interest, including copyrights, trade secrets, know-how, trade names, service marks, and all other rights in and to the Site, Services, and Licensed Materials, shall remain the exclusive property of LegitVoices or its licensors. All goodwill arising in or from the LegitVoices name, brands, Platforms, and associated marks shall inure solely to LegitVoices' benefit.

  1. DELIVERY OF SERVICES / SUPPORT

2.1 LegitVoices will make the Licensed Materials available to Client in digital form via online, password-protected access as part of the Services and through APIs, unless otherwise mutually agreed in writing by the Parties. Client will create unique login IDs and passwords for each unique User up to the total number of Users set forth on the applicable Registration/Order Form. Access credentials shall not be shared by more than one individual. "User(s)" means Client employees and Permitted Affiliates (including authorized contractors, such as Virtual Assistants) using the Licensed Materials solely for the benefit of Client and expressly named in the applicable Registration/Order Form where required. Client shall be responsible for the acts or omissions of any person using passwords or access procedures provided to or created by Client. LegitVoices reserves the right to monitor usage, refuse registration, or suspend or cancel login IDs. LegitVoices may elect to charge Client for extra User access if the terms of this Section 2.1 are violated.

2.2 Support. LegitVoices provides reasonable assistance and ongoing support to assist in accessing the Licensed Materials. LegitVoices personnel are available by email and online contact forms for feedback, problem solving, or general questions between the hours of 8:00 a.m. and 8:00 p.m. Eastern Time, Monday through Friday, unless otherwise stated on the applicable Platform.

  1. INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS

3.1 LegitVoices reserves all rights not expressly granted herein. Without limiting the foregoing, no rights are granted to access or use the Site, Services, or Licensed Materials to build, train, enhance, or operate any product or service. LegitVoices or its licensors retain all right, title, and interest in and to the Site, Services, and Licensed Materials, and in any and all patents, copyrights, trade secrets, trademarks, and other intellectual property and proprietary rights therein, including any registrations, applications, renewals, and extensions of those rights. Client further agrees that the originals, and any copies that may be made or exported, with regard to the Services, sales contacts, or other Licensed Materials are and shall remain at all times the exclusive property of LegitVoices. Client will not take any action, directly or indirectly, in contravention of such ownership.

  1. LICENSE / SUBSCRIPTION FEES

4.1 Client shall pay all fees stated in the applicable Registration/Order Form (the "Subscription Fee"). All Subscription Fees are payable according to the payment terms set forth in the applicable Registration/Order Form. If no time is specified, Subscription Fees shall be payable immediately upon Client's receipt of the invoice. All amounts shall be payable without any tax withholding or deduction, except as required by law.

4.2 If Client fails to make timely payment on any Subscription Fees, without limiting any other remedy available to it, LegitVoices reserves the right to withhold or suspend Client's access to and use of the Licensed Materials and Services until all past-due payments are made. Notwithstanding the foregoing, if Client is more than 45 days past due, then all outstanding Subscription Fees payable under the applicable Registration/Order Form(s) shall become immediately due.

  1. TERM AND TERMINATION

5.1 Term. This license will continue for the subscription period(s) set forth in the applicable Registration/Order Form, unless earlier terminated (the "Term").

5.2 Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches any provision of this Agreement and does not cure such breach within 30 calendar days after written notice of such breach. Except as otherwise expressly stated in this Agreement, Client shall immediately cease use of the Licensed Materials and Services, and all licenses granted under this Agreement with respect to such Licensed Materials shall expire upon termination. Client shall immediately pay any unpaid fees due under this Agreement. Except as necessary to exercise rights expressly provided hereunder, each Party will promptly return or destroy the other Party's applicable Confidential Information within its possession or control, and/or certify such actions in writing. Client may continue to use company or contact information previously derived through the Licensed Materials only in compliance with this Agreement and strictly subject to all continuing restrictions herein.

5.3 If LegitVoices reasonably believes that Client's use of the Services or Licensed Materials violates the terms of this Agreement, LegitVoices may suspend Client's access to the Services or Licensed Materials upon written notice to Client.

5.4 LegitVoices may terminate this Agreement and/or immediately suspend, deny, restrict, or terminate Client's access to the Services and Licensed Materials, with or without notice, in its sole discretion, if LegitVoices determines that Client is, acts on behalf of, is affiliated with, or intends to use the Services or Licensed Materials for the benefit of, a competing service or platform (a "Competing Service"). This includes, without limitation, any Client who is an owner, employee, contractor, advisor, consultant, administrator, moderator, beta tester, or other representative of a Competing Service, or any Client who is affiliated with a Competing Service through commissions, referral payments, revenue share, equity, or other compensation tied to that Competing Service.

5.5 Competing Service. A "Competing Service" means any product, service, platform, or business that offers substantially similar functionality to any LegitVoices service, including without limitation lead sourcing, enrichment, outreach automation, campaign sending infrastructure, template systems, deliverability tooling, workflow or CRM services, or related business systems for the voiceover industry or similar markets.

5.6 LegitVoices may suspend, deny, restrict, or terminate Client's access to the Services and Licensed Materials, with or without notice, in its sole discretion, if LegitVoices determines that Client has used, intends to use, or is reasonably likely to use the Licensed Materials in connection with any platform, environment, workflow, or downstream system that does not meet LegitVoices' standards for data sovereignty, governance, administrative access control, export control, processor/subprocessor relationships, infrastructure control, or protection of Licensed Materials.

5.7 If LegitVoices terminates or suspends Client under Sections 5.4, 5.5, or 5.6, such termination or suspension may be effective immediately and LegitVoices is not required to provide advance notice or a written explanation. Client must immediately cease use of the Services and Licensed Materials, and all licenses granted under this Agreement will immediately terminate.

5.8 Refunds. If Client is terminated or suspended under Sections 5.4, 5.5, or 5.6, no refunds will be provided, including for any prepaid fees or unused subscription time.

  1. CONFIDENTIAL INFORMATION; DATA

6.1 "Confidential Information" means all documents, pricing, information, and data of a Party which has been or may hereafter be disclosed, directly or indirectly, to the other Party, including the Licensed Materials (except for data exported and used strictly in accordance with this Agreement), the Services, trade secrets, data, benchmark or test results, technical information, financial information, business information (including plans, strategies, and practices), ideas, and know-how, whether oral, written, or in any other form, pursuant to or in connection with this Agreement, which is indicated to be confidential or which the receiving Party should reasonably understand to be confidential. Client may not disclose the Services or Licensed Materials to LegitVoices competitors.

6.2 Each Party agrees to take all necessary steps to protect the other Party's Confidential Information with at least the same degree of care that the receiving Party uses to protect its own confidential and proprietary information of like kind, but in no event less than reasonable care. Neither Party shall use the other Party's Confidential Information other than for purposes related to the use of the Licensed Materials and Services in accordance with this Agreement. Notwithstanding the foregoing, a Party may disclose Confidential Information if necessary where such Confidential Information: (a) was already known to such Party, as demonstrated by written records, or was in the public domain prior to the time it was obtained; (b) subsequently becomes generally available to the public through no fault of a Party or breach of this Agreement; or (c) is required to be disclosed by court, governmental, administrative, or other legal order.

6.3 Of the confidential employee or account information provided by Client, LegitVoices stores only the information reasonably required to create Client's account and User IDs, and to provide the Services and Licensed Materials to Client.

6.4 Personal Information. If either Party shares personal data under this Agreement that is subject to the E.U. General Data Protection Regulation ("GDPR"), the Virginia Consumer Data Protection Act, or the California Consumer Protection Act and California Privacy Rights Act (together, "Data Privacy Law"), each Party agrees that it is a "controller" under GDPR with respect to such data and agrees to comply with applicable law and regulation. Subject to Data Privacy Law, Client agrees not to use any data unless it is for a purpose that constitutes a legitimate interest, including without limitation direct marketing where lawful. LegitVoices may publish a list of persons who have requested that their personal information be removed from its databases. Client agrees to review such list on a regular basis, no less frequently than once per month or within applicable Data Privacy Law timeframes, and remove from its possession any User or Client customer records relating to such persons, unless Client has established an independent lawful basis to process such person's personal information.

6.5 Data Accuracy; Client Data. Notwithstanding Section 6.1 above, nothing in this Agreement shall restrict LegitVoices from using Client Data relating to the Services during or after the Term, including without limitation to compile statistical reports, improve the Services for all clients, and/or improve or augment other LegitVoices commercial products or services. "Client Data" includes, without limitation, usage data, Service inquiries, data-verification requests, trends, priority indicators, logs, session information, email bounce data, and any other information derived from Client's use of the Services. In addition, Client acknowledges that Users may have the opportunity to transmit business contact information to LegitVoices for purposes of matching, cleansing, or updating records, and Client agrees that LegitVoices may match, clean, and verify such Client Data business contact information for Client.

  1. DISCLAIMER OF WARRANTIES

7.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLIENT AGREES THAT LEGITVOICES HAS MADE NO EXPRESS WARRANTIES REGARDING THE LICENSED MATERIALS OR SERVICES AND THAT THE SITE, SERVICES, AND LICENSED MATERIALS ARE PROVIDED TO CLIENT ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. LEGITVOICES AND ITS LICENSORS, AGENTS, OFFICERS, AND AFFILIATES DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SITE, SERVICES, AND LICENSED MATERIALS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, OR NONINFRINGEMENT, OR THEIR EQUIVALENTS UNDER THE LAWS OF ANY JURISDICTION, OR ANY WARRANTY ARISING OUT OF COURSE OF DEALING OR TRADE USAGE. IT IS CLIENT'S RESPONSIBILITY TO BACK UP ANY DATA OR CONTENT PROVIDED TO CLIENT HEREUNDER. CLIENT IS SOLELY RESPONSIBLE FOR THE ACCURACY, QUALITY, INTEGRITY, LEGALITY, RELIABILITY, SECURITY, MAINTENANCE, AND STORAGE OF CLIENT DATA AND CONTENT.

7.2 Each Party represents and warrants that it has the legal power and authority to enter into this Agreement.

  1. LIMITATION OF LIABILITY

8.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU ACKNOWLEDGE AND AGREE THAT (I) YOU ASSUME FULL RESPONSIBILITY FOR ANY LOSS THAT RESULTS FROM YOUR USE OF THE SERVICE, INCLUDING ANY DOWNLOADS FROM THE SITE; (II) WE AND OUR TEAM WILL NOT BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING ANY LOSS OF DATA, PROFITS, REVENUES, BUSINESS OPPORTUNITIES, GOODWILL, OR ANTICIPATED SAVINGS UNDER ANY CIRCUMSTANCES, EVEN IF BASED ON NEGLIGENCE OR IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (III) IN ANY CALENDAR MONTH, THE TOTAL LIABILITY OF LEGITVOICES AND ITS THIRD-PARTY PROVIDERS, LICENSORS, DISTRIBUTORS, OR SUPPLIERS TO YOU ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, WILL BE NO MORE THAN THE AMOUNT YOU PAID US FOR THE SERVICE DURING THE PRECEDING MONTH.

8.2 YOU ARE LIABLE FOR ANY CONTENT SENT THROUGH THE SERVICE. WITHOUT LIMITING THE OTHER PROVISIONS OF THESE TERMS, IT IS YOUR RESPONSIBILITY TO REVIEW ALL CONTENT PRIOR TO SENDING ANY CAMPAIGN OR COMMUNICATION THROUGH THE SERVICE. LEGITVOICES IS NOT LIABLE FOR ANY CONTENT YOU SEND THROUGH THE SERVICE. FOR THE AVOIDANCE OF DOUBT, IN NO EVENT WILL WE OR OUR TEAM BE LIABLE FOR ANY LOSSES OR DAMAGES YOU SUFFER IF YOU USE THE SERVICE IN VIOLATION OF THESE TERMS, REGARDLESS OF WHETHER WE TERMINATE OR SUSPEND YOUR ACCOUNT DUE TO SUCH VIOLATION.

8.3 WE ARE NOT LIABLE FOR YOUR RELATIONSHIP WITH YOUR CONTACTS OR HOW YOU INTERACT WITH THEM, INCLUDING YOUR COLLECTION OF PERSONAL INFORMATION OR YOUR COLLECTION OF CONSENT TO COMMUNICATE WITH YOUR CONTACTS BY EMAIL, TEXT MESSAGE, OR OTHER COMMUNICATION METHOD. IF APPLICABLE LAW REQUIRES CONSENT, YOU MUST OBTAIN IT DIRECTLY FROM YOUR CONTACTS IN THE MANNER PRESCRIBED BY LAW. IT IS YOUR RESPONSIBILITY TO CONSULT WITH A LICENSED ATTORNEY TO ENSURE THAT YOUR USE OF THE SERVICES COMPLIES WITH APPLICABLE LAW.

  1. INDEMNIFICATION

9.1 Client agrees to indemnify and hold LegitVoices, its licensors, agents, officers, and affiliates harmless from any and all costs, losses, liabilities, and expenses arising out of a third-party claim to the extent arising from Client's (i) misuse of the Site, Services, Licensed Materials, or any information or data derived therefrom, or (ii) gross negligence or willful misconduct.

  1. SUBSCRIPTIONS
10.1 Click to Cancel Policy

LegitVoices and its service Platforms make it possible to cancel an active subscription prior to the next billing period through the applicable account tools or support channels made available on the relevant Platform.

10.2 Subscription Model

LegitVoices Platforms may offer monthly and yearly subscriptions. Monthly subscriptions utilize a 30-day billing cycle rather than billing by the calendar month, unless otherwise stated on the applicable Registration/Order Form. Subscriptions renew and bill automatically until cancelled by Client.

Where stated on the applicable Registration/Order Form or Platform, certain subscriptions may be subject to minimum payment commitments, bonus-credit offsets, waiting periods before cancellation eligibility, or renewal reminder practices. Annual subscriptions, where offered, may receive a renewal reminder no less than 30 days prior to the next scheduled renewal and billing.

10.3 Cancellation Process

Users may visit their Account Page to access the applicable cancellation controls, if available. Client may also contact support to request cancellation through the support channels identified on the applicable Platform.

10.4 Cancellation Result

When Client cancels, the subscription is set not to renew. Client will not be billed again after the current paid billing period. Paid access continues until the end of the current paid billing period (the "Paid-Through Date"). After that date, paid Services stop unless otherwise stated in the applicable Registration/Order Form. To resume service, Client must start a new subscription or otherwise re-activate access under the then-current terms.

Operational effects of cancellation may vary by Platform or Service type. Without limitation, such effects may include the end of campaign sending, the end of new lead or data delivery, the end of credits, replacements, or support tied to active paid status, and the continued availability of previously licensed downloadable data only to the extent permitted by this Agreement and the applicable Registration/Order Form.

  1. MISCELLANEOUS

11.1 All notices or other communications permitted or required to be given hereunder shall be sent by electronic mail to the email address set forth on the applicable Registration/Order Form for such purpose and shall be deemed provided when sent. If Client fails to provide an email address for notices, LegitVoices may provide notices by any means reasonably calculated to give Client actual notice.

11.2 This Agreement shall be exclusively governed by, and construed in accordance with, the laws of the State of Michigan, without regard to conflict of laws principles.

11.3 Neither Party may assign this Agreement without the other Party's express written consent, except that either Party may assign this Agreement to a successor-in-interest pursuant to an assignment, merger, sale of a majority interest in its voting equity, or sale of all or substantially all of its assets or business; provided, however, that Client may not assign any rights under this Agreement to a competitor of LegitVoices.

11.4 The Parties acknowledge and agree that the unauthorized disclosure of a Party's Confidential Information or Licensed Materials may cause irreparable harm to the other Party for which there is no adequate remedy at law, and that each Party shall be entitled to seek equitable and injunctive relief to prevent further disclosure without the need to post bond or other security, in addition to monetary damages and any other relief a court may determine appropriate. Unless expressly stated herein, no remedy of the Parties is intended to be, nor shall be construed as, an exclusive remedy, and each Party retains all additional rights and remedies available at law or in equity.

11.5 This Agreement constitutes the entire understanding of the Parties and supersedes all prior communications, understandings, and agreements relating to its subject matter, whether oral or written. LegitVoices may modify this Agreement at any time without notice, so Client is encouraged to review the terms on the applicable Site on a regular basis. Client's or User's continued use of the Services, Site, and/or Licensed Materials after any change to this Agreement will be deemed consent to the updated terms. No other modification to this Agreement or the applicable Registration/Order Form shall be valid unless made by written amendment signed by both Parties. All other modifications shall be void.

11.6 Neither Party nor any of its respective licensors, agents, officers, or affiliates will be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond its reasonable control, including without limitation acts of God, labor disputes or other industrial disturbances, pandemics or other public health emergencies, electrical or power outages, utility or telecommunications failures, earthquakes, storms or other natural events, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

11.7 Failure by a Party to insist on strict performance of any term or condition of this Agreement will not operate as a waiver of that or any subsequent default or failure of performance. Should any provision of this Agreement be or become invalid or unenforceable in whole or in part, the remaining provisions shall remain valid and enforceable.

11.8 Right to Audit. Subject to Client's reasonable security and confidentiality procedures, LegitVoices, or any third party retained by LegitVoices, may, upon prior reasonable notice and during normal business hours with appropriate access provided, audit Client's usage of the Licensed Materials. The audit will be limited to verification of Client's compliance with this Agreement.

11.9 Survival. All terms and provisions of this Agreement which by their express terms or by nature and context are intended to survive termination or expiration shall survive such termination or expiration. For the avoidance of doubt, Sections 1.4, 1.5, 3, 5, 6, 7, 8, 9.1, and 11 shall survive termination or expiration.

11.10 In the event of any dispute arising under or out of this Agreement, the prevailing Party shall be entitled to recover its reasonable costs and expenses incurred in enforcing the terms of this Agreement, including without limitation reasonable attorneys' fees.

EULA Updated: January 1, 2026