Professional Services Terms and Condition

Professional Services Terms and Conditions

If Client engages Authentic Interactions for the provision of Professional Services:

General Terms.
1. Client shall be bound by all Conversa Terms of Service unless otherwise indicated herein.
2. All SOWs, Schedules and Annexes are hereby incorporated into these Professional Services Terms and Conditions by reference as if set forth herein in full.
Scope and Retention.
1. Authentic Interactions hereby agrees to provide the professional services (including but not limited to any training, success, and production services) (collectively, “Professional Services”) indicated on any mutually agreed upon and executed Statement of Work (“SOW”) or other written document (such as a “Description of Professional Services” on a “Subscriber Agreement”) in exchange for the fees set forth therein (“Professional Services Fees”). Any SOW or other written document shall describe the scope, fees, nature and other relevant characteristics of any services being provided by Authentic Interactions to Client as part of the Professional Services which shall be governed by the terms of the Agreement. Authentic Interactions shall not be obligated to perform any Professional Services until both Parties have mutually agreed upon and executed a SOW or Subscriber Agreement with respect to such Professional Services.
Performance and Acceptance of Professional Services.
1. Authentic Interactions and Client agree to cooperate in good faith to achieve satisfactory completion of the Professional Services in a timely and professional manner.
2. Authentic Interactions will perform the Professional Services through qualified employees and/or non-employee contractors of Authentic Interactions (“Subcontractors” and together with Authentic Interactions’ employees for the purposes of these Supplemental Terms, “Professional Services Personnel”).
3. Client agrees to provide, at no cost to Authentic Interactions, timely and adequate assistance and other resources reasonably requested by Authentic Interactions to enable the performance of the Professional Services (collectively, “Assistance”). Authentic Interactions, including its Subcontractors, will not be liable for any deficiency in the performance of Professional Services to the extent such deficiency results from any acts or omissions of Client, including, but not limited to, Client’s failure to provide Assistance as required hereunder.
4. In performing the Professional Services, Authentic Interactions will utilize Professional Services Personnel as it deems necessary to perform the Professional Services or any portion thereof. Authentic Interactions may replace Professional Services Personnel in its normal course of business, provided that Authentic Interactions will be responsible for the performance of Professional Services by all Professional Services Personnel.
5. Authentic Interactions will control the method and manner of performing all work necessary for completion of Professional Services, including but not limited to the supervision and control of any Professional Services Personnel performing Professional Services. Authentic Interactions will maintain such a number of qualified Professional Services Personnel and appropriate facilities and other resources sufficient to perform Authentic Interactions’ obligations under the Agreement in accordance with its terms.
6. Deliverables (as defined in an SOW) shall be deemed accepted by Client in accordance with the terms of the applicable SOW or Subscriber Agreement.
Production Services (only if applicable).
1. The Content. The “Content” for purposes of any agreed upon Production Services Professional Services means and refers to the proprietary audiovisual content provided to Client in the form of conversational interactive interviews with the individual(s) (the “Interviewee(s)”) designated by Client, that enables a user to interact with the Interviewee and emulates a real dialogue by asking questions and obtaining video pre-recorded answers embedded within the Content that are responsive to the user’s questions and are determined by the Platform that analyzes the user’s inquiries and provides the most relevant and meaningful responses that are determined to match within the database of video pre-recorded content from the Interviewee featured in the Content. To the user, this creates the impression of an interactive conversational engagement with the Interviewee. When the these Professional Services Terms and Conditions refers to “use” or a “user” or similar words, it means and refers to an individual (natural person) interacting with the Content, requesting responses from the Interviewee as if the individual were able to engage in a question-and-answer conversation with the Interviewee, as if the Interviewee were physically present, within the limitations of the systems, processing, database and interview content and current technological capabilities.
2. The Subject. Client will have the right to select and designate the Interviewee(s) who will be the subject of the Content, in consultation with Authentic Interactions and, for production purposes, subject to Authentic Interactions’ approval (which will not be unreasonably withheld). It is the responsibility of Client to ensure the Interviewee(s) is available to Authentic Interactions for the Interview(s) (as defined in Section 2 below) with sufficient time to allow and enable Authentic Interactions to produce the Content as outlined. Client agrees to enlist the cooperation of the Interviewees in the production. Client will be responsible for paying or arranging for each Interviewee’s honorarium, union fees (if applicable), travel, transportation to and from set, brand commitments, wardrobe, glam, talent riders and work with the Interviewee(s) and Authentic Interactions on scheduling, taking into account production requirements. Each Interviewee will be scheduled in an individual SOW or Schedule to these Professional Services Terms and Conditions. The Interviewee(s) must also agree to execute and deliver and authorize a release form, in order to be qualified and used as an Interviewee.
3. Content Production To create and develop the Content, Authentic Interactions will conduct interviews, which means and refers to the preparation and production process of research, line-of-questioning development, capturing, recording and indexing, in digital, audio-visual form within a proprietary database, personalized, historical information about the Interviewee from the Interviewee and in the Interviewee’s own words, in response to a proprietary set of interview questions developed by Authentic Interactions (the “Interview”), which, upon the application of the Platform, will be capable of creating the interactive and engaging user experience contemplated hereby. The proprietary set of interview questions developed by Authentic Interactions will be submitted to Client prior to the interview with each Interviewee for review and approval by Client or a Client approved third-party, which approval will not be unreasonably withheld. The audio-visual recording consists of a digital file of the Interview with the Interviewee, in its original, unaltered state that will be used by Authentic Interactions to create the Content and shall be referred to as the “Raw Data File”. Client agrees to permit Authentic Interactions to use the Content for its own internal purposes and for the limited purposes of demonstrations and pitches to prospective customers and clients or to investors who have executed nondisclosure agreements with Authentic Interactions in order to showcase Authentic Interactions’ capabilities.
Change Orders.
1. After execution of a SOW or Subscriber Agreement, the Professional Services to be provided under that SOW or Subscriber Agreement may only be changed through a change order mutually executed by the Parties (“Change Order”).
Professional Services Fees.
1. Client will pay Authentic Interactions the Fees as detailed or described in a Subscriber Agreement or SOW according to the timeline therein. If not otherwise designated in a Subscriber Agreement or SOW, all fees shall be paid to Authentic Interactions within 30 days of the date of the invoice.
2. Client shall reimburse Authentic Interactions for all reasonable expenses incurred in accordance with the Professional Services within thirty (30) days of receipt by Client of an invoice from Authentic Interactions accompanied by receipts and supporting documentation acceptable to the Client.
3. Should Client request the acceleration of the agreed-upon production schedule, a rush surcharge will be included with the final project invoice.
Capture Cancellation (only if applicable).
1. In the event Client needs to cancel, postpone or reschedule any capture scheduled according to any SOW to these Professional Services Terms and Conditions, the following fees shall apply.
  1. Cancellation within fifteen (15) days of capture – 12.5% rescheduling fee
  2. Cancellation within three (3) days of capture – 25% rescheduling fee
2. Any cancellation request must be made in writing by Client. All rescheduling fees are non-refundable and are based on the total contract value, excluding out-of-pocket expenses and on-locations costs. In addition to any rescheduling fee, Client agrees to remit payment for any prior services rendered by Authentic Interactions. Client will be responsible for any non-refundable expenses or out-of-pocket costs Authentic Interactions is unable to recoup as a result of any Client cancellation. Client agrees to pay any cancellation fees within fifteen (15) days after written cancellation notice.
3. Service provision and billing shall continue to be provided until written cancellation notice is provided by Client. Client agrees to pay all fees that accrue due to a failure to provide written cancellation notice.
Termination.
1. Either Party may terminate any SOW upon written notice of a breach of these Professional Services Terms and Conditions, which notice shall describe such breach in reasonable detail, of the other Party’s breach of the SOW and such breach remains uncured thirty (30) days after. The foregoing notwithstanding, such termination shall not be effective if the breach has been cured or remedied or shown to be non-existent or not to be material prior to the expiration of said thirty (30) days and the notice shall be automatically withdrawn and of no effect.
Relationship of the Parties.
1. Authentic Interactions is an independent contractor and will maintain complete control of and responsibility for its Professional Services Personnel, methods and operations in providing the Professional Services. Authentic Interactions will never hold itself out as an agent, subsidiary or affiliate of Client for any purpose, including reporting to any government authority. The Agreement will not be construed so as to create a partnership, other joint venture or undertaking, or any agency relationship between the Parties, and neither Party shall become liable for any representation, act or omission of the other Party or have the authority to contractually bind the other Party. Any Professional Services Fees, Expenses or other amounts paid by Client to Authentic Interactions hereunder shall not be considered salary for pension or wage tax purposes and neither Authentic Interactions nor its Professional Services Personnel will be entitled to any fringe benefits, including sick or vacation pay, or other supplemental benefits of Client, unless otherwise required by law. Client shall not be responsible for deducting or withholding from Professional Services Fees or Expenses paid for Professional Services any taxes, unemployment, social security or other such expense unless otherwise required by law.
Warranties.
1. Authentic Interactions hereby represents and warrants that:
  1. the Professional Services provided pursuant to the Agreement will be performed in a timely and professional manner by Authentic Interactions and its Professional Services Personnel, consistent with generally-accepted industry standards; provided that Client’s sole and exclusive remedy for any breach of this warranty will be, at Authentic Interactions’ option, re-performance of the Professional Services or termination of the applicable SOW and return of the portion of the Professional Services Fees paid to Authentic Interactions by Client for the nonconforming portion of the Professional Services; and
  2. it is under no contractual or other restrictions or obligations which are inconsistent with the execution of the Agreement, or, to its best knowledge, which will interfere with its performance of the Professional Services.
2. The Parties hereby agree that: EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 10.1 ABOVE, ALL PROFESSIONAL SERVICES AND DELIVERABLES ARE PROVIDED TO CLIENT “AS IS” AND AUTHENTIC INTERACTIONS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, OR ANY REPRESENTATIONS TO CLIENT OR ANY THIRD PARTY REGARDING THE USABILITY, CONDITION, OPERATION OR FITNESS THEREOF AND AUTHENTIC INTERACTIONS EXPRESSLY DISCLAIMS ALL WARRANTIES REGARDING PROFESSIONAL SERVICES AND DELIVERABLES, INCLUDING, WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPATIBILITY, SECURITY OR ACCURACY. AUTHENTIC INTERACTIONS SHALL NOT BE RESPONSIBLE, IN LAW OR OTHERWISE, FOR ANY DELIVERABLES DESPITE ANY OTHER WARRANTIES OR GUARANTEES, IN THE EVENT THAT CLIENT MODIFIES ANY DELIVERABLES IN A MANNER NOT INSTRUCTED BY AUTHENTIC INTERACTIONS. AUTHENTIC INTERACTIONS DOES NOT WARRANT THAT CLIENT’S OR ANY THIRD PARTY’S ACCESS TO OR USE OF THE DELIVERABLES SHALL BE UNINTERRUPTED OR ERROR-FREE, OR THAT IT WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY. FURTHER, AUTHENTIC INTERACTIONS EXPRESSLY DISCLAIMS ANY RESPONSIBILITY TO SUPPORT OR MAINTAIN ANY DELIVERABLE AND WILL NOT DO SO UNLESS OTHERWISE AGREED BY THE PARTIES. THIS DISCLAIMER OF WARRANTY AND LIABILITY IS EXPRESSLY MADE IN ADDITION TO ANY DISCLAIMERS MADE BY AUTHENTIC INTERACTIONS OR ITS AFFILIATES UNDER THE AGREEMENT WITH RESPECT TO THE SERVICES AS APPLICABLE TO CLIENT AND ANY THIRD PARTY’S USE OF THE SERVICES.
Rights to Deliverables; Ownership.
1. For purposes of this Section, the following definition shall apply:
  1. “Pre-Existing Materials” shall mean all documents, data, know-how, methodologies, software, and other materials, including computer programs, reports, and specifications, provided by or used by Authentic Interactions in connection with performing the Services, in each case developed or acquired by Authentic Interactions prior to the commencement or independently of this Agreement. For purposes of clarity, the Platform and all technology therein shall be deemed constitute Pre-Existing Materials.
2. Client is, and shall be, the sole and exclusive owner of all right, title and interest in and to the Deliverables to the extent that such Deliverable(s) is Content as defined herein. Authentic Interactions agrees that with respect to any Content that may qualify as “work made for hire” as defined in 17 U.S.C. Section 101, such Content is hereby deemed a “work made for hire” for Client. Authentic Interactions may maintain a copy of each Content in the Platform for the purpose of enabling the Content to work as intended for the Client. To the extent any Content does not constitute a “work made for hire”, Authentic Interactions hereby irrevocably assigns, transfers and conveys such right, title and interest to Client and agrees to execute any documents to effect or memorialize this as may be necessary for legal or recording purposes.
3. The Parties hereby agree that with respect to any specified Professional Services to be completed pursuant to any SOW or Subscriber Agreement that primarily involve the configuration of Client’s subscription to the Platform, integration of Client data with and into the Platform and/or training, Authentic Interactions shall solely and exclusively own all right, title, and interest in the Deliverables, including all derivatives, enhancements and modifications thereof; and Client hereby makes all assignments necessary to accomplish the foregoing ownership. Subject to the terms and conditions hereof, Authentic Interactions grants Client a non-exclusive, non-transferable, non-sublicensable license to use the Deliverables solely in connection with Client’s permitted use of the Platform.
4. Authentic Interactions shall retain all right, title and interest in and to the Pre-Existing Materials, and except for the specific rights and license granted to Client under the provisions of this Agreement and subject to the applicable obligations and restrictions under the provisions of this Agreement, nothing shall be construed to restrict, impair, transfer, license, convey or otherwise alter or deprive Authentic Interactions of any of its rights or proprietary interests in any intellectual property, information, systems, software, programs, processes, technology, services, methodologies, products or any other materials or rights, tangible or intangible in the Pre-Existing Materials.
5. Client is, and shall remain, the sole and exclusive owner of all right, title, and interest in and to any materials provided by Client to Authentic Interactions. Authentic Interactions shall have no right or license to use any such materials except solely during the term of the Agreement to the extent necessary to provide the Professional Services to Client. All other rights in and to such materials are expressly reserved by Client.
6. The Parties hereby agree that some of the specified Professional Services to be completed pursuant to any SOW or Subscriber Agreement may require a subscription to a Service and integration of Client’s data with and into the Service, and therefore such Deliverables are inoperative without an active subscription to the Service.
Publicity and Distribution.
1. In press releases, third-party communication, and advertising, whether traditional or digital (wired or wireless) media, Client must include a credit line in a reasonably conspicuous and prominent manner as follows: “Powered by Conversa” or other words as notified to Client by Authentic Interactions, designating the source and origin of the features, functionality and capabilities of the interactive video presentations and user engagement, in a form suitable for the presentation. Additionally, any press or marketing materials whereas Authentic Interactions’ technology, and capabilities are displayed, or mentioned, Authentic Interactions shall receive verbal, or written credit for such abilities. Authentic Interactions shall also be consulted on how the technology is described and displayed in press or marketing materials.
2. Where applicable, Client is responsible to cover costs, including installation or integration into any applicable system or platform, related to any use or display of the Deliverable which may or may not include:
  1. Space adequate for the display;
  2. An appropriate size HD monitor (portrait orientation), tablet or smart device, screen or holographic system for life- size display
  3. Compatible and appropriate monitor stand;
  4. All necessary connecting cables, including HDMI cables and backup in case of damage to any cables;
  5. High quality speakers/sound support interconnected as necessary to reproduce the audio portion of the Content;
  6. Podium-type stand for microphone and trigger, Ipad or mouse;
  7. Separate stand to hold and support the Device and/or servers and show control equipment (able to be hidden from view of the users);
  8. Dedicated Wi-Fi and/or hardwired Ethernet access to the internet with high-quality, high-speed broadband interconnectivity;
  9. Access to electrical power and power strips as needed; and
  10. Furniture appropriate to the venue and environment for use by the attendees and users.
  11. Client shall consult with Authentic Interactions about the best practices and options for the use of the Content in alternate devices and what such use may mean for the interaction fees within the Subscriber Agreement and any additional white label or ’embedding’ service costs potentially involved; provided, however, that Client shall have sole discretion over how it uses and distributes the Content.
Miscellaneous.
1. Authentic Interactions may make changes to these Professional Services Terms and Conditions from time to time. If Authentic Interactions makes a material change to any of the foregoing, Authentic Interactions will inform Client by email to the email address(es) noted on the SOW or Subscriber Agreement (or subsequently designated by Client in writing as a contact for notifications from Authentic Interactions.