This ("Agreement") is a legal agreement between you (either as an individual or as single legal entity, referred to in this Agreement as "SERVICE USER") and CereProc Ltd ("CereProc") for the use of the CereVoice Cloud Text to Speech service ( SERVICE ). YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY USING THE IF YOU DO NOT AGREE, DO NOT USE THE CereProc may, in its sole discretion, update the SERVICE or related information to the SERVICE USER hereunder, in which case such further releases and related information shall also be covered hereunder as the KEY DEFINITIONS CereProc - Company number (SC294606) Registered Office Appleton Tower, 11 Crichton Street, Edinburgh, EH8 9LE UK. SERVICE USER - An organisation, business, legal entity or an individual who or which uses the Service provided by CereProc. SERVICE - a paid or unpaid CereVoice Cloud Service provided electronically by CereProc for the Service Receiver in accordance with the Terms and Conditions of this Agreement. TEXT - the text provided to CereVoice Cloud Service by the Service User in an electronic form for conversion into the Speech by the CereVoice Cloud Service. SPEECH - the sound file generated by the CereVoice Cloud Service, as a result of conversion of the TEXT provided by Service User. CREDENTIALS a user name and password, provided by CereProc, that are required to access the WEBSITE the CereVoice Cloud Service Web site, accessible at http://www.cereproc.com/cloud 1 Version 1.0
1. GENERAL TERMS AND CONDITIONS The SERVICE may also be supplied to the SERVICE USER as part of commercial agreement between CereProc and the SERVICE USER, subject to the payments to CereProc Ltd detailed in the commercial agreement between the two parties. Any CereVoice Cloud Service commercial agreement shall take precedence over this Agreement. 2. PAYMENT CereProc may, at its discretion, provide a free tier of SERVICE to the SERVICE USER. In order to use the SERVICE beyond the free tier, the SERVICE USER shall make an agreed advance payment to CereProc. For the payment, the CereVoice Cloud Service will convert the TEXT provided by the Service User to SPEECH. Current CereProc charges for the SERVICE and the payment mechanism are available via the WEBSITE. All SERVICE payments are final and non-refundable in whole or in part, even if the SERVICE USER does not intend to use, in part or in whole, the remaining unused part of the 3. REGISTRATION The SERVICE USER is required to register on the WEBSITE to use the Upon registration, the SERVICE USER will receive CREDENTIALS for the This CereVoice Cloud Service Agreement is concluded by the SERVICE USER registering for the SERVICE via the WEBSITE. 4. START OF SERVICE CereProc will start the provision of the SERVICE after a SERVICE USER has registered for the SERVICE via the WEBSITE. The start of the service may take up to 72 hours. If CereProc has reasonable doubt that an order for the SERVICE is not valid, the SERVICE will not be provided and any monies paid refunded to the SERVICE USER, after the deduction of an administration fee. All access to the SERVICE by the SERVICE USER will be cancelled. 5. GRANT TO USE THE SERVICE This Agreement grants the SERVICE USER the following rights, provided that the SERVICE USER complies with all the terms and conditions of this Agreement: 2 Version 1.0
(a) For the agreed payment, CereProc grants to the SERVICE USER a non-transferable, limited right to use the SERVICE to convert TEXT into SPEECH. (b) The SERVICE USER shall be solely and fully responsible for the TEXT provided to the The SERVICE USER shall be fully responsible for any damage caused to CereProc and any third parties arising from the fact of providing the TEXT in breach of the law or provisions of this Agreement. (c) The SERVICE USER shall not provide TEXT that could be considered to be: obscene, racist, libellous, vulgar, pornographic, constituting harassment or encouraging to commit an illegal act in any country, abusive, harassing, defamatory, or otherwise harming, threatening, or violating privacy of third parties, violating the copyright or any other rights of third parties, or otherwise violating decency or law. If the TEXT provided by the SERVICE USER breaches the conditions here above, or if CereProc feels that the TEXT is in breach of these conditions, then CereProc may, without prior notice to the SERVICE USER, terminate the (d) The SERVICE USER may not use the SPEECH in a manner contrary to law, established good customs or prejudice to the legitimate interests of CereProc, these include; i. To distribute, post or transfer content that is illegal within a market or territory, SPEECH from the SERVICE which is libellous, vulgar, obscene, pornographic, racist, constitute harassment or encourage to commit an illegal act, offensive, harassing, defamatory, or otherwise harming, threatening, or violating privacy of third parties, etc. ii. SPEECH that may harm minors in any market / territory; iii. To create SPEECH to imitate, pose, or impersonate any third party or entity, without their permission; iv. To mislead a third party in an unauthorized manner as to the origin or authorship of the provided contents or materials; v. To mislead a third party in an unauthorized manner as to the origin or authorship of the provided contents or materials; vi. in any other inappropriate or unlawful manner. If the SPEECH created by the SERVICE USER breaches the conditions here above, or if CereProc feels that the SPEECH is in breach of these conditions, then CereProc may, without prior notice to the SERVICE USER, terminate the (e) All other rights are reserved to CereProc. The SERVICE USER may not reverse engineer, decompile or disassemble any portion of the SERVICE, except and only to the extent that applicable law notwithstanding this limitation expressly prohibits this limitation. 3 Version 1.0
(f) The SERVICE USER may from time to time provide suggestions, comments regarding usability, bug reports, test reports or other feedback (collectively, "Feedback") to CereProc with respect to the All Feedback by the SERVICE USER is and shall be given entirely voluntarily. (g) The SERVICE USER agrees that: CereProc may freely use, disclose, reproduce, license, distribute and otherwise commercialise the Feedback on any CereProc product, technology, service, specification or other documentation (collectively, "CereProc Offerings"). (h) The SERVICE USER agrees that CereProc and affiliates may collect and use technical information gathered as part of providing the CereProc may use this information solely to improve our products or to provide customised services or technologies to you and will not disclose this information in a form that personally identifies the SERVICE USER. 7. TERM OF AGREEMENT On purchasing the SERVICE from CereProc's CereVoice Cloud Service WEBSITE, the Service is available to the SERVICE USER until their credit for using the SERVICE is reached. The term of this Agreement shall commence on the date accepted by Service User shall continue until terminated by CereProc or the Service User at any time, with or without cause. This Agreement will terminate immediately without notice from CereProc, if the Service User fails to comply with any provision of this Agreement. The following Sections shall survive termination or expiration of this Agreement: 5 (e), 5 (g), 5 (h), 9, 10, 11, 12, 13, 14. 8. SERVICE MAINTENANCE/UPDATES CereProc is not obligated to provide maintenance, technical support or updates to the SERVICE USER for the However, CereProc may, in its sole discretion, provide updates and/or supplements of the CereProc shall make efforts to provide SERVICE on a continuous basis. CereProc stipulates that interruptions may occur in the provision of the SERVICE to update the data, correct errors and carry out other required maintenance work. CereProc is under no obligation to inform SERVICE USERS of the planned or unplanned interruption of the CereProc shall use its efforts to ensure that any interruption in the provision of the SERVICE is as short as possible. 4 Version 1.0
9. INTELLECTUAL PROPERTY RIGHTS / NO USE OF NAME All title and intellectual property rights in the SERVICE (including but not limited to any images, photographs, animations, video, audio, music, text and "applets" incorporated into the Service), are owned by CereProc or its suppliers. If the SERVICE contains documentation, which is provided only in electronic form, the SERVICE USER may print one copy of such electronic documentation. CereProc reserves all rights not expressly granted. The SERVICE USER must not without prior written permission use the name, trademarks or logo of CereProc for any purpose or claim any association with CereProc by virtue of this licence. 10. DISCLAIMER OF WARRANTIES The SERVICE is deemed accepted by SERVICE USER. To the maximum extent permitted by applicable law, CereProc and its suppliers provide the SERVICE, as is and with all faults, and CereProc and its suppliers hereby disclaim all other warranties and conditions, whether express, implied or statutory, including, but not limited to, any (if any) implied warranties, duties or conditions of merchantability, of fitness for a particular purpose, of reliability or availability, of accuracy or completeness of responses, of results, of workmanlike effort, of lack of viruses, and of lack of negligence, all with regard to the SERVICE, and the provision of or failure to provide support or other services, information, SERVICE, and related content through the SERVICE or otherwise arising out of the use of the In addition, there is no warranty or condition of title, quiet enjoyment, quiet possession, correspondence to description or non-infringement with regard to the The entire risk as to the quality, or arising out of the use or performance of the SERVICE and any support services, remains with SERVICE USER. 11.EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES To the maximum extent permitted by applicable law, in no event shall CereProc and or its suppliers be liable for any special, incidental, punitive, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits or confidential or other information, for business interruption, for personal injury, for loss of privacy, for failure to meet any duty including of good faith or of reasonable care, for negligence, and for any other pecuniary or other loss whatsoever) arising out of or in any way related to the use of or 5 Version 1.0
inability to use the SERVICE, or the provision of, or failure to provide the 12. LIMITATION OF LIABILITY AND REMEDIES Notwithstanding any damages that the SERVICE USER might incur for any reason whatsoever (including, without limitation, all damages referenced herein and all direct or general damages in contract or anything else), the entire liability of CereProc and any of its suppliers under any provision of this agreement and recipient's exclusive remedy hereunder shall be limited to the greater of (a) the actual damages recipient incurs in reasonable reliance on the SERVICE, or (b) the amount actually paid by SERVICE USER for the SERVICE in the previous 3 months. The foregoing limitations, exclusions and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose. 13.GOVERNING LAW/JURISDICTION This Agreement shall be construed and controlled by the laws of Scotland, United Kingdom. Recipient waives all defences of lack of personal jurisdiction and forum non conveniens. 14.ENTIRE AGREEMENT; SEVERABILITY This Agreement constitutes the complete and exclusive agreement between CereProc and SERVICE USER with respect to the subject matter hereof, and supersedes all prior or contemporaneous oral or written communications, proposals, representations, understandings, or agreements not specifically incorporated herein. If any provision of this Agreement is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect. 6 Version 1.0