Terms of Services

1. Acceptance of this Agreement

By entering into an order form (“Order Form”) with us or otherwise accessing or using the Services, you are indicating your acceptance to be bound by this Agreement and our Privacy Policy (the “Privacy Policy”), as it may be amended from time to time in the future.

In order to enter into this Agreement, you must have reached, and you represent and warrant to us that you have reached, the legal age of majority in your jurisdiction of residence, and be fully able and competent to enter into this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity identified in an Order Form, you represent that you have the authority to bind such entity to this Agreement, in which case the terms “you” or “your” will refer to such entity.

We may amend any part of this Agreement by adding, deleting, or varying its terms from time-to-time in our discretion. We will provide you with notice of the proposed amendment by posting an amended version of this Agreement. The amendments will take effect 30 days after the date on which the amended version is posted. Prior to that date, the previous version of this Agreement will continue to apply.

2. Intellectual Property Rights

a. Your Content

Subject to the terms and conditions of this Agreement, you may provide us with audio files (in .MP3 format or such other format as may be requested by MyVocal AI, which includes, without limitation, any sound that is recorded or transmitted electronically (for e.g., speech)) and related data, including transcripts, of an individual’s voice (“Content”) for the purposes of having MyVocal AI synthesizing and generating an AI voice model using and incorporating our proprietary AI processes and voice generator software (the “AI Model”).

By uploading or providing any Content to us, you grant to MyVocal AI a non-exclusive and royalty-free license to use, modify, reproduce and process, all or any portion of such Content, for the purposes set out in this Agreement.

You represent and warrant to us that you own your Content or have the necessary licenses, rights, consents and permissions to grant the license set forth herein and that its provision to MyVocal AI or MyVoca AI’s use thereof will not violate applicable laws, the copyrights, privacy rights, publicity rights, trademark rights, contract rights or any other intellectual property rights or other rights of any person or entity (collectively, the “Applicable Laws”). MyVocal AI may require consent from the individual or third party whose voice is being cloned. Consent needs to be verbal, unless otherwise stated by MyVocal. You agree that MyVocal AI is not responsible for any violations of any Applicable Laws (including, without limitation, third party intellectual property rights in any Content that you submit to MyVocal AI). You agree to pay all royalties, fees and any other monies owing to any person by reason of the Content uploaded, displayed or otherwise provided by you. MyVocalAI, in its sole discretion, may refuse to post, remove, or require you to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.

b. Our Materials

Except as otherwise provided expressly in this Agreement, all right, title and interest in and to the Services, including but not limited to our proprietary AI processes and voice generator software used and/or incorporated into the AI Model, and all other materials and services provided by or through MyVocalAI, its affiliates, subsidiaries, employees, agents, licensors or other commercial partners including, but not limited to, the API, software, all informational text , software documentation, design of and “look and feel”, layout, photographs, graphics, audio, video, messages, design and functions, files, documents, images, or other materials, as well as all derivative works thereof (collectively, the “MyVocal AI Materials”), are owned by us or our licensors or service providers, and are protected by copyright, trademark, trade secret and other intellectual property laws.

Subject to your compliance with all of the terms and conditions of this Agreement, during the term of this Agreement, MyVocal AI grants to you a non-transferable, non-sublicensable (except with prior written approval of MyVocal AI), non-exclusive, revocable, limited-purpose right to access and use the MyVocalAI Materials that we make available to you for the purposes of this Agreement. You are not permitted to download, copy or otherwise store any MyVocalAI Materials.

c. Feedback

You agree that any ideas, suggestions, concepts , processes or techniques which you provide to MyVocalAI related to the Services (“Feedback”) are and will be MyVocal AI’s exclusive property without any compensation or other consideration payable to you by MyVocalAI. MyVocalAI may or may not, in its sole discretion, use or incorporate the Feedback in whatever form or derivative My VocalAI may decide into the Services, its software, documentation, business or other products or services, or any future versions or derivatives of the foregoing. You hereby assign all rights on a worldwide basis in perpetuity to MyVocal AI in any Feedback and, as applicable, waive any moral rights.

d. Retention of Data

AI Models and your Content are subject to My Vocal AI’s data retention policies and practices. Upon the termination or expiry of this Agreement, you may request MyVocal AI to destroy the AI Models and Content, in which case, MyVocalAI will delete, destroy or render anonymous any Content or AI Models in accordance with its data retention policies and practices. You acknowledge and agree that, during the course of the Services, your Content may be modified, transformed and synthesized, and MyVocal AI does not otherwise prepare or maintain any backups for your Content and that you are solely responsible for backing up any Content you provide to us.

You further acknowledge and agree that our performance of the Services, including the creation of AI Models using your Content, will result in the generation of various aggregated, derivative and/or metadata that is not identifiable to you or your Content (“Aggregated Data”). MyVocalAI shall retain and own all right, title and interest in and to such Aggregated Data, which may be used for troubleshooting, bug fixes, continuous development and improvement of our services and processes, internal learning and training, delivery of support, among other things. To the extent you have any right, title and interest in Aggregated Data, you hereby assign all such right, title and interest to therein, and where applicable, waive any moral rights to the Aggregated Data.

3. Your Account

To access and use the Services, you may need to log into an account with a username and password (“Account”). You agree and understand that you are responsible for maintaining the confidentiality of your Account.

You agree to provide true, accurate, current and complete information in regards to your Account. Your right to access and use the Services is personal to you and is not transferable by you to any other person or entity. You agree not to disclose your Account to any third party. You are solely responsible for all activities that occur under your Account. If you become aware of any unauthorized use of your Account, you are responsible for notifying MyVocalAI immediately.

4. Term and Renewal

The term of this Agreement shall commence on the effective date and continue for duration as set out on the Order Form (the “Initial Term”). At the end of the Initial Term, and except as otherwise set out in an Order Form, your subscription will automatically renew for an additional term equal to the length of the Initial Term, unless cancelled by you with 30 business days’ notice (“Renewal Term,” and together with the Initial Term, the “Term”).

5. Termination

We have the right to terminate this Agreement by providing 30 days’ notice to you. You will be responsible for any Fees owing up until the effective date of termination.

Notwithstanding the foregoing, we can terminate this Agreement immediately with notice to you if you materially breach this Agreement. We reserve the right to modify, suspend or discontinue the Services, or any portion thereof, at any time and for any reason, with or without notice, including, without limitation, for periodic updating or maintenance of the Services.

6. Acceptable Use and Conduct:

You agree that you will not publish or make available any Content that, or use the Services or any AI Model in a manner that:

- infringes, violates or misappropriates any third party’s intellectual property or proprietary rights;

- contains software viruses, Trojan horses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

- is misleading, deceptive or fraudulent or otherwise illegal or promotes illegal activities, including engaging in phishing or otherwise obtaining financial or other personal information in a misleading manner or for fraudulent or misleading purposes;

- is defamatory, or that is otherwise threatening, abusive, violent, harassing, malicious or harmful to any person or entity, or is invasive of another’s privacy;

- is harmful to or exploitative of minors in any way;

- is hateful or discriminatory based on race, color, sex, religion, nationality, ethnic or national origin, marital status, disability, sexual orientation or age or is otherwise objectionable, as reasonably determined by MyVocalAI;

- falsely states or otherwise misrepresents your affiliation with any person or entity;

- interferes or attempts to interfere with the proper working of the Services or prevents others from using the Services, or in a manner that disrupts the normal flow of dialogue with an excessive number of messages (flooding attack), packets to the Services or calls to the API, or that otherwise negatively affects other persons’ ability to use the Services;

- uses any manual or automated means, including agents, robots, scripts, or spiders, to monitor or copy the Services or the content contained therein;

- except as expressly permitted by MyVocalAI, licenses, sublicenses, rents or leases the Services to third parties, or uses the Services for third party training, commercial time-sharing or service bureau use;

- constitutes or contains any form of advertising or solicitation to users who have requested not to be contacted about other services, products or commercial interests;

- collects, uses or discloses data, including personal information, about users without their informed consent or for unlawful purposes or in violation of Applicable Laws or regulations;

- is obscene or pornographic;

- decompiles or reverse engineers or attempts to access the source code of the software underlying the Services, AI Models or any other MyVocalAI Materials;

- copies, archives, stores, reproduces, rearranges, modifies, downloads, uploads, creates derivate works from, displays, performs, publishes, distributes, redistributes or disseminates all or any part of the Services;

- accesses the Services for the purposes of building a product using similar or competitive ideas, features, functions, interface or graphics as those in the Services;

- accesses the Services for the purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes; or -- is otherwise in violation of any and all Applicable Laws.

7. Support

We will also use commercially reasonable efforts to provide you with support services during the hours of 9:00 am through 5:30 pm pacific time, with the exclusion of federal holidays (“Support Hours”). You may initiate a helpdesk ticket through email during Support Hours by emailing support@myvocal.ai, and we will endeavour to respond to tickets within one (1) business day.

8. Warranties and Disclaimers

We use our proprietary AI processes, data and software applications to process your Content and endeavour to create an AI Model that reasonably replicates the tone, pitch, cadence and other aspects of the voice data provided through your Content. However, MyVocal AI does not guarantee, covenant, represent or warrant that the Services or AI Model will be error-free, be accurate, meet your needs or be fit for a particular purpose. In the event the Services or an AI Model does not meet agreed-upon specifications, your sole and exclusive remedy is for us to make commercially reasonable efforts to re-perform the Services.

Your use of the Services and all content forming part of or related to the Services, including any AI Models, the Content you upload or submit or any third party materials (including any open source materials) made available to you through the Services, are at your sole responsibility and risk.

Notwithstanding anything to the contrary, the Services are provided on an “as is” and “as available” basis. We expressly disclaim all representations, warranties, or conditions of any kind with respect to the Services, whether express or implied, including, but not limited to, any implied warranties or conditions of merchantability, fitness for a particular purpose, accuracy, completeness, performance, title, and non-infringement. We further disclaim any warranty the Services will be uninterrupted, timely, secure, that defects will be corrected, or that the servers that makes the Services available are free of viruses or other harmful components.

9. Exclusions

(a) In addition and without prejudice to any other right or remedy which we may have (at law or otherwise), so long as we act in good faith in the provision of the Services, or in acting upon or carrying out any of your instructions or Order Forms, MyVocal AI shall not be liable to you in any respect for any loss suffered by you caused by or arising in any way from our execution or implementation of those instructions, the provision of the Services, or any matter arising therefrom.

(b) Without prejudice to any provision in the Agreement, we shall not be liable to you for any loss caused by or arising from any one or more of the following events or matters, howsoever caused or occurring:

- any incompatibility arising from or in connection with your equipment, including but not limited to any adverse outcome, damage, loss, disruption, violation, irregularity or failure arising from the use of or reliance on computer hardware, software, mobile devices, electronic devices, online networks and/or Internet browsers; - any breakdown, disruption or failure of any software or any equipment (whether or not owned, operated or maintained by us, you, or any other person and whether or not used in the provision or operation of MyVocal AI), including but not limited to: (i) the inability or failure of any such software or equipment to accept, recognise, or properly and accurately store, process or transmit dates or data, or the processing, storage or transmission of any inaccurate date or data by virtue of such inability or failure of any such software or equipment; (ii) the failure of any such software, equipment to accept, recognise or process any password or user ID of your Account or your instruction; and (iii) the transmission of any virus to any such software or equipment; - any unauthorised or negligent use or access to information relating to your use of MyVocal AI (except where such use or access is obtained as a result of our gross negligence or wilful default); - any loss or theft of your user ID(s) and/or password(s) of your Account; - any failure or refusal by us to effect any instructions given by you or any instructions, due to any order of court, any authority’s order, notice, directive or any statute, regulation or by-law; - any error(s) in transmission of your instructions or any other instructions, data or information that ought to be transmitted through MyVocal AI; - any inaccurate, garbled or incomplete instructions or any other instructions, data or information that ought to be transmitted through MyVocal AI; - any of your failure to follow the latest instructions, procedures, directions or recommendation for using MyVocal AI; - any delay in payment, delivery or non-delivery of any document or material whatsoever under the Agreement, including any delay by third parties; - any delay or refusal by you to execute instructions or other instructions that ought to be transmitted through MyVocal AI; - any loss resulting from your reliance on any news, reports or any other information that may be provided as part of, or by means of, MyVocal AI; - any loss associated with systems failures, processing errors, software defects, operating mistakes, capacity inadequacies, network vulnerabilities, control weaknesses, security shortcomings, malicious attacks, hacking incidents, fraudulent actions, and inadequate recovery capabilities which may arise despite our best efforts; - any disclosure of any information to third parties arising as a result of your negligence or failure to keep the user ID(s), and password(s) of your Account confidential; - any cessation, interruption or delay in transmission or any wrongful interception of any instruction through any equipment (whether or not owned, operated or maintained by us or by any other person and whether or not used in the provision or operation of MyVocal AI); - any corruption or loss of any data (whether stored in any equipment, whether belonging to or operated by us or you) or instruction in the course of transmission thereof through any equipment used or operated by us or any other person whether or not in connection with MyVocal AI, including any error(s) generated in the transmission of any data or instruction; - any cessation or interruption in the availability or operation of MyVocal AI; - any failure or refusal of us or any other person to accept or honour any instruction for reasons provided for in the Agreement; - any inaccuracy or incompleteness in any information obtained from the use of any facility or service comprising MyVocal AI; - any suspension, modification or termination of MyVocal AI as provided for in the Agreement; and - any breach of our obligations or duties to you caused by or arising from any one or more of the events or matters set out in any one or more of the foregoing sub-paragraphs of this Clause 9(b).

(c) Without prejudice to the generality of the foregoing and notwithstanding any provision to the contrary in the Agreement, we shall not be liable to you for any indirect, special or consequential loss, or for punitive damages, whether arising from any breach of our obligations to you or otherwise.

(d) No representation or warranty is made or given by us to you or any other person and no obligation or liability is assumed by us to you or any other person with regard to the availability, uptime, or continued availability or operation of any of the Services (whether or not provided, operated or maintained by us or otherwise) notwithstanding any provision to the contrary in the Agreement. We do not make, and hereby disclaims (i) all express warranties with regard to the Services, including but not limited to any warranty that the Services will be uninterrupted, error-free, or completely secure; and (ii) any and all implied warranties with regard to the Services, including implied warranties of merchantability or satisfactory quality, fitness for a particular purpose and non-infringement of third party’s intellectual property rights.

(e) Notwithstanding anything to the contrary in the Agreement, in no event will webe liable to you for (i) lost profits, (ii) loss of business, (iii) loss of revenues), (iv), loss of data or interruption or corruption of data (v) any consequential or indirect damages; or (vi) any incidental, special, reliance, exemplary or punitive damages (if applicable), even if advised of the possibility of such damages.

(f) Notwithstanding anything to the contrary in the Agreement, our total liability to you in the aggregate for the entire term of the Services (and regardless of whether the claims are brought during or after such term), with respect to all claims arising from or related to the subject matter of the Agreement (including attorney’s fees) will not exceed the amount due and actually paid by you to us in respect of the Services for the one (1) year immediately preceding the occurrence of loss or damage.

(g) The limitations set forth in clauses 9(d) to (g) will apply to all claims and causes of action, regardless of whether in contract, tort, strict liability or other theory.

(h) WITHOUT PREJUDICE TO ANYTHING HEREIN, YOU SHALL NOT MAKE ANY CLAIM OR COMMENCE ANY LEGAL PROCEEDINGS AGAINST US IN RESPECT OF ANY LOSS INCURRED OR SUFFERED BY THE PROVISION OR UTILISATION OF THE SERVICES OR ANY TRANSACTION EFFECTED THROUGH THE SERVICES FOR WHICH MYVOCAL AI IS LIABLE TO YOU, MORE THAN ONE (1) YEAR AFTER THE LATER OF (i) THE DATE WHEN THE EVENT CAUSING SUCH LOSS OCCURRED; AND (ii) THE DATE OF SUCH TRANSACTION. ANY OF OUR LIABILITY TO YOU IN RESPECT OF ANY SUCH LOSS SHALL BE LIMITED TO THE SUM EQUIVALENT TO THE AMOUNT DUE AND ACTUALLY PAID BY YOU TO US IN RESPECT OF THE SERVICES FOR THE ONE (1) YEAR IMEDIATELY PRECEDING THE OCCURRENCE OF SUCH LOSS OR DAMAGE.

10. Waiver of Jury Trial and Class Action Rights

With respect to any dispute arising out of or related to the Services and/or this Agreement: (i) you hereby expressly give up your right to have a trial by jury; and (ii) you hereby expressly give up your right to participate as a member of a class of claimants, in any lawsuit including but not limited to class action lawsuits involving any such dispute.

11. Limitation of Time

You agree that you will not bring a claim under or related to this Agreement more than 12 months from when your claim first arose.

12. Indemnity

(a) Notwithstanding any termination of the Agreement, in addition and without prejudice to any other right or remedy available to MyVocalAI, and its subsidiaries, affiliates, co-branders, all third-party advertisers, technology providers, service providers or other partners, and each of their respective officers, directors, agents, shareholders, employees and representatives (together, the “Indemnified Parties”), you shall indemnify and hold the Indemnified Parties harmless from and against any and all loss suffered or incurred by MyVocal AI as a result of any of the following: - Any act or default by you in the operation and use of any system or software installed or used by you; - MyVocal AI relying or acting on or carrying out any instruction in any manner permitted under the Agreement; - Any change in Applicable Laws; - Any act, omission or thing done or caused to be done by MyVocal AI in connection with or referrable to the Agreement through no wilful default or gross negligence of MyVocal AI, including, but not limited to, the disclosure by any of our officers to any person of any information relating to the Services, whether by inadvertence or otherwise; - Any virus, default, defect, deficiency, malfunction, breakdown, disruption or failure of any software or any equipment owned, operated and/or maintained by or on behalf of MyVocal AI, due to or caused by you or any of your customers accessing and/or utilising MyVocal AI; or - Any failure by you to comply with Applicable Laws (including, without limitation, misusing the Services to make nuisance calls or to conduct illegal telemarketing).

(b) In addition and without prejudice to any other right or remedy of us (whether under any other provisions of the Agreement or otherwise), in the event that you breach any provision of the Agreement, you shall, notwithstanding any termination of the Agreement, defend, indemnify and hold the Indemnified Parties harmless: (a) against any third party claims brought against the Indemnified Parties; and (b) from any and all losses (including arising from third party action or claim) which the Indemnified Parties may incur in respect of any breach of the Agreement or any breach of Applicable Laws or that may result from any claims arising out of or relating to your use of any services, applications, software or products that is not authorized under the Agreement. You shall reimburse the Indemnified Parties for all expenses (including attorneys’ fees) as incurred by the Indemnified Parties for or in connection with defending any such action or claim. This clause shall not be construed to limit, modify or exclude any other claims or remedies available to either party under the Agreement or by law.

(c) Notwithstanding anything to the contrary, if you breach any provision of the Agreement or Applicable Laws that results in: - A third party suing the Indemnified Parties, you shall defend the Indemnified Parties against any legal action or claim made by the third party, including, but not limited to, any allegation that the use of the Services is in breach of Applicable Laws, and you shall bear all costs (including legal costs to lawyers) suffered by the Indemnified Parties (if any); - An enforcement agency, a court, a governmental agency or any other lawful authorities taking any action, whether formal, informal, official or unofficial, against the Indemnified Parties, you shall provide the Indemnified Parties with full and complete cooperation including participating in interviews, meetings, hearings and other appointments and providing the Indemnified Parties or the relevant authority with supporting documents as evidence. You agree to bear full responsibility for all losses incurred by the Indemnified Parties in the processes described above (including, without limitation, attorney’s fees, court application fees, disruptions to the Indemnified Parties’ businesses, fines and other penalties levied against the Indemnified Parties).