TERMS AND CONDITIONS OF USE

Acceptance of Terms of Service. This is an agreement between Speech Morphing Systems, Inc. (“Company” or “Speech Morphing”), the owner and operator of this website (the “Site” or “Site”), and you (“you” or “You”), a user of the Site. By using the Site, you acknowledge and agree to these Terms of Service and the Speech Morphing Privacy Policy, which can be found on the Site and is incorporated by reference. If you choose to not agree with any of these terms, you may not use the Site.

Your use of the Site will be subject to these terms and conditions of use (the “Terms of Use”). You agree to be bound by, and may only use the Site subject to these Terms of Use, as amended. If you breach any of the Terms of Use, your authorization to use the Site automatically terminates. These Terms of Use are subject to modification by Speech Morphing at any time, effective upon the posting of those changes on the Site.

1. DESCRIPTION OF SERVICES. You may transmit electronic text or input audio (collectively “Data”) to the Site and receive from the Site corresponding audio output or digital audio output files (collectively “Audio Output”). Speech Morphing provides the Site at no charge or for a fee, depending on the extent and type of use. You may download the Audio Output generated by the Site. Audio Output will only be stored on the site for the limited period of time stated on the site and will be deleted thereafter. This period is subject to change at any time by Speech Morphing.

1.1 Contact Information. As a condition for using the Site, you agree to provide Speech Morphing with your true and accurate legal name and email address (“Contact Information”).

2. FREE SERVICES. The use of the Site at no charge (“Free Services”) is subject to the following terms and additional limitations:

(a) The amount of Data you may submit to the Site per conversion to Audio Output, and the amount of Data you may submit each month, are restricted to the then-applicable Free Services limits. Speech Morphing reserves the right to modify or change the applicable limitations at any time without notice.

(d) Data and Audio Output formats are restricted as set forth on the site from time to time. If you desire a higher level of service beyond that available through the Free Services, you may upgrade to become a registered user of the Speech Morphing Paid Services (the “Paid Services”), which are subject to the applicable Terms of Use, and the additional limitations and pricing schedule set forth further below and on the website from time to time.

3. PAID SERVICES.

(a) Paid Services. Authorized users of the Paid Services may receive Audio Output without size limitation while they maintain a current Paid Services account, under the applicable account types stated on the site. Paid Services Data may be plain text or Speech Synthesis Markup Language (“SSML”), with no maximum size per conversion. Audio Output is available only in certain formats as stated further on the site.

(b) Fees. In order to access the Paid Services, you agree to pay, using a valid credit card (or other form of payment which Speech Morphing may accept from time to time) the Monthly Service Fee and applicable Conversion Fees or word credit fees (collectively, “Fees”) and applicable taxes as stated on the pricing page. Speech Morphing reserves the right to increase Fees, or to institute new Fees at any time, upon reasonable notice communicated to you through such means as Speech Morphing may deem appropriate from time to time (including electronic mail or conventional mail). Speech Morphing will automatically charge your credit card or other account upon your acceptance of these Terms (by clicking where indicated below), upon your use of the Site, and at the start of each subsequent monthly period for monthly subscriptions, unless you terminate or cancel the Paid Services before the relevant monthly renewal period begins. Monthly subscription charges will be the same as the prior charge, unless Speech Morphing notifies you in advance prior to the beginning of the monthly period as described above. The cost of each conversion is rounded up to the nearest cent. All Fees shall be stated and paid in U.S. Dollars and are final and non-refundable. Speech Morphing does not give full or partial refunds for any Fees.

(c) Billing Data. For purposes of your use of the Site including identification and billing, you agree to provide Speech Morphing with your Contact Information and applicable billing information (collectively “Billing Data”) and to allow Speech Morphing to share your Billing Data with third parties solely for the purpose of verifying the information you provide and billing your credit card or otherwise charging your account. You agree to maintain and promptly update the Billing Data to keep it accurate. Without limiting any other provision of this agreement, if you provide any information that is untrue, inaccurate, or incomplete, or Speech Morphing has reasonable grounds to suspect that such is the case, Speech Morphing reserves the right to suspend or terminate any and all current or future use by you of the Site.

(d) Upgrading and Downgrading Your Account. You may upgrade or downgrade the service plan, which will be in effect at the beginning of the next billing cycle.

4. SUBMITTED DATA.

(a) Responsibility for Submissions. You are solely responsible for the content of any Data you submit to the Site. You warrant that Data you submit will not contain content that (i) is libelous, obscene, excessively violent, scandalous, defamatory, profane or pornographic, (ii) contains viruses or other contaminating or destructive features, (iii) violates the personal, proprietary, or intellectual property rights, such as copyrights, of any third party, or (iv) violates Section 7 (Acceptable Use Policy) set forth herein. Violation of these restrictions may result in limitations on or termination of your use of the Site.

(b) License for Data. By submitting the Data to the Site, you hereby grant Speech Morphing and its subsidiaries and affiliates a perpetual, worldwide, royalty-free, non-exclusive license to use, manipulate, reproduce, transfer, reproduce, modify, create derivative works and create Audio Output based on the Data.

(c) Assignment. Speech morphing is specifically granted the right to assign all or any portion of the license referred to in Section 4(b).

(d) Right to Remove or Disable Access. If Speech Morphing is made aware of Data and any related Audio Output that may be (i) libelous, obscene, excessively violent, scandalous, defamatory, profane or pornographic, or that Speech Morphing determines in its sole discretion to be otherwise unacceptable, undesirable, or objectionable, (ii) a violation of any law, regulation, or rights of a third party, including, but not limited to, rights under the copyright law and prohibitions on libel, slander, and invasion of privacy, or (iii) a violation of Section 7 (Acceptable Use Policy) set forth herein, or if Speech Morphing determines that you have breached any of these Terms of Use in any way, Speech Morphing has the right, but not the obligation, to terminate or suspend your account without notice and/or to remove or disable access to any Audio Output without notice. For Data and any related Audio Output that is alleged to be in violation of law, Speech Morphing may remove such Data and any related Audio Output pursuant to the procedure described in Section 8 (Copyright Infringement and Copyright Agent) set forth herein.

(e) Limited Copyright License. The rights specified above to view, listen to, or download, as applicable, Audio Output, the Site and use the software and information available on this Site, are not a right to copy the design, layout, or look and feel of the Site apart from the uses permitted herein. Elements of this Site are protected by trade dress and other laws and may not be copied or imitated in whole or in part. You agree not to use any means to circumvent log in, password, and other protections that Speech Morphing puts in place to restrict access to certain parts of the Site.

5. LIMITED RIGHTS IN AUDIO OUTPUT / LIMITED USE OF AUDIO OUTPUT. Subject to the terms and conditions of these Terms of Use, Speech Morphing grants you, the end user, a non-transferable, limited, non-exclusive, terminable license to use the Audio Output for personal, noncommercial, and internal purposes only. Audio Output shall not be distributed, broadcast or published through any media (including, but not limited to, radio, television or internet) without the purchase of a valid audio distribution license (regardless of whether such distribution is for noncommercial purposes). Notwithstanding the foregoing, you shall not reverse assemble, reverse compile, or otherwise modify Audio Output. Your license may not be transferred, leased, assigned, or sub-licensed. If you modify Audio Output in any way not expressly authorized by Speech Morphing, your license is automatically terminated.

6. PRIVACY POLICY. Speech Morphing may collect information about the use of the Site, including the information identified in Speech Morphing’s Site privacy policy, subject to the additional conditions and limitations described in the privacy policy. For more information, please see the full Speech Morphing Site privacy policy linked at the bottom of each page of Site website.

7. ACCEPTABLE USE POLICY. You agree not to use the Site to:

(a) upload, post or otherwise transmit any Data that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, profane, pornographic, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable, or otherwise use the Services to violate the law;

(b) harm minors in any way;

(c) impersonate any person or entity, including, but not limited to, a Speech Morphing employee or officer, or falsely state or otherwise misrepresent your affiliation with a person or entity;

(d) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Data transmitted through the service;

(e) upload, post or otherwise transmit any content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

(f) upload, post or otherwise transmit any content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;

(g) upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;

(h) upload, post or otherwise transmit any material that contains software viruses 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;

(i) interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site;

(j) “stalk” or otherwise harass another person;

(k) collect or store personal data about other users;

(l) promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals (this may include, but is not limited to, providing instructions on how to assemble bombs, grenades and other weapons, and creating “crush” services); or

(m) use the Site (or directory) as storage for remote loading or as a door or signpost to another home page, whether inside or beyond the Site.

8. INTELLECTUAL PROPERTY INFRINGEMENT. Speech Morphing will, in appropriate circumstances, terminate your access to the Site if you are involved in disputes regarding intellectual property rights and remove or disable access to related content. If you believe that your Data has been used or copied in a way that constitutes intellectual property infringement and such infringement is occurring on the Site, please provide notice to

Speech Morphing Systems, Inc.
General Counsel
1245 S. Winchester Boulevard, Suite 216
San Jose, CA 95128

And should include the following:

(a) A physical or electronic signature of the person authorized to act on behalf of the owner of the intellectual property interest that is alleged to have been infringed;

(b) A description of the intellectual property that you claim have been infringed and identification of what material is claimed to be infringing and which you request to be removed or access to which is to be disabled;

(c) A description of where the material that you claim is infringing is located on the Site website (if applicable);

(d) Information sufficient to permit Speech Morphing to contact you, such as your physical address, telephone number, and email address;

(e) A statement by you that you have a good faith belief that the use of the material identified in your Notice in the manner complained of is not authorized by the intellectual property owner, its agent, or the law; and

(f) A statement by you that the information in your Notice is accurate and, under penalty of perjury, that you are the owner of the intellectual property or authorized to act on behalf the owner of the intellectual property.

9. CONTENT ON THE SITE WEBSITE. Data submitted to the Site is provided exclusively by users. By using the Site, you acknowledge that: (i) Speech Morphing does not pre-screen Data or Audio Output and, as such, Speech Morphing does not guarantee the accuracy, integrity, or quality of such Data or of the Audio Output associated with the Data; (ii) you will evaluate, and bear all risks associated with the use of any Audio Output, including any reliance on its accuracy, completeness, or usefulness; and (iii) you may be exposed to content that is indecent, offensive, or otherwise objectionable.

10. GENERAL PRACTICES REGARDING USE AND STORAGE. Speech Morphing will use commercially reasonable efforts to prevent the loss of or damage to Data in its possession and will maintain commercially reasonable back-up procedures and copies to facilitate the reconstruction of any Data that may be lost or damaged by Speech Morphing in the event that you, after using your best efforts, are unable to reconstruct such Data via your own back-up procedures and copies.

11. WARRANTIES AND DISCLAIMERS.

(a) THE SITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES OR INACCURACIES. SPEECH MORPHING ASSUMES NO RESPONSIBILITY FOR ERRORS OR OMISSIONS IN THE DATA POSTED BY YOU OR OTHER USERS. ALL SERVICES PROVIDED HEREUNDER, INCLUDING SITE AND AUDIO OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE SERVICES PROVIDED THROUGH THE SITE ARE PROVIDED WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT.

(b) WITHOUT LIMITING THE FOREGOING, SPEECH MORPHING MAKES NO WARRANTY THAT (i) THE SERVICES AND AUDIO OUTPUT WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICES AND AUDIO OUTPUT WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AUDIO OUTPUT WILL BE EFFECTIVE, ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY SERVICES OR AUDIO OUTPUT PURCHASED OR OBTAINED BY YOU FROM THE SITE WILL MEET YOUR EXPECTATIONS, AND (v) THE SITE AND/OR AUDIO OUTPUT IS COMPLETELY SECURE. IN NO EVENT WILL SPEECH MORPHING BE RESPONSIBLE FOR ANY SITUATION WHERE THE SECURITY, AVAILABILITY OR STABILITY OF THE SITE OR THE AUDIO OUTPUT IS COMPROMISED BY YOU OR A THIRD PARTY. SPEECH MORPHING EXPRESSLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR ANY DATA ON OR SUBMITTED TO THE SITE AND FOR ANY AND ALL AUDIO OUTPUT ASSOCIATED WITH SUCH DATA, INCLUDING, WITHOUT LIMITATION, FOR ANY ERRORS OR OMISSIONS IN ANY DATA OR AUDIO OUTPUT.

12. LIMITATION OF LIABILITY.

(a) IN NO EVENT SHALL SPEECH MORPHING, ITS SUBSIDIARIES, AFFILIATES, EMPLOYEES, OFFICERS OR LICENSORS BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO ANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF DATA, LOSS OF PROFITS OR LOSS OF BUSINESS) ARISING OUT OF OR IN CONNECTION WITH THE PROVISION OF THE SITE OR AUDIO OUTPUT OR OTHER MATERIALS OR SERVICES FURNISHED HEREUNDER OR ANY UNAUTHORIZED ACCESS TO OR ALTERATIONS OF YOUR DATA OR AUDIO OUTPUT, EVEN IF SPEECH MORPHING HAS BEEN ADVISED, KNOWS OR SHOULD KNOW OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL SPEECH MORPHING’S LIABILITY ARISING OUT OF, OR OTHERWISE RELATED TO THE SUBJECT MATTER HEREOF EXCEED THE AMOUNT PAID BY THE CLAIMING PARTY FOR THE PRODUCTS AND/OR SERVICES THAT GAVE RISE TO ANY CLAIM OVER THE PRECEDING TWELVE (12) MONTH PERIOD, OR, IF THE CLAIMING PARTY HAS NOT PAID FOR ANY ACCESS, ONE HUNDRED DOLLARS ($100.00). YOU ACKNOWLEDGE THAT THE ALLOCATION OF RISKS AND THE LIMITATIONS OF LIABILITIES CONTAINED IN THIS PARAGRAPH IS A MATERIAL CONSIDERATION FOR SPEECH MORPHING PROVIDING THESE SERVICES.

(b) SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

(c) THE USE OF THE SITE IS AT YOUR OWN DISCRETION AND RISK, AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.

13. INDEMNITY. You agree to defend, indemnify and hold Speech Morphing, and its directors, subsidiaries, affiliates, officers and employees, successors and assigns, harmless from and against any claim, action or demand, including reasonable attorneys’ fees and costs, made by any third party due to or arising out of Data you submit to the Site, your connection to the Site, your use of Audio Output, your violation of these Terms of Use, or your violation of any rights of another.

14. ACCESS TO SITE. You are responsible for all charges and fees associated with connecting to the Site, including without limitation all telephone access lines (including long-distance charges, when applicable), internet service provider fees, telephone and computer equipment, sales taxes and any other fees and charges necessary to access the Site.

15. INTERNATIONAL USE. Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Data. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.

16. TERMINATION. Speech Morphing may, at its sole discretion and without prior notice to you, (i) change or terminate these Terms of Use, and (ii) terminate or suspend your right to use the Site and your right to use and distribute any Audio Output created, if payment has not been received on your account within seven (7) days of the due date, or if you breach any of the terms or conditions of the Terms of Use. The foregoing remedies are in addition to all other legal or equitable remedies available to Speech Morphing.

You may cancel access to the Paid Services by contacting Speech Morphing Customer Service by such means as Speech Morphing may provide from time to time. Speech Morphing reserves the right to collect fees, surcharges, or costs incurred before your cancellation takes effect.

Your license set forth in section 5 to use and distribute Audio Output generated by Site will automatically terminate upon the termination or suspension of your account.

17. SURVIVAL. The limitations and disclaimers of warranties, the indemnity obligations, and the provisions of governing law, jurisdiction and venue, shall survive the termination of these Terms of Use.

18. GOVERNING LAW. The Site is controlled by Speech Morphing from its offices within the State of California in the United States of America. By accessing the Site, you and Speech Morphing agree that the statutes and laws of the State of California, without regard to the conflicts of law principles thereof, shall govern all matters relating to your access to, or use of, the Site and any Data or Audio Output. If for any reason a court of competent jurisdiction finds any provision of these Terms of Use, or a portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible and the remainder of these Terms of Use shall remain in full force and effect. Venue shall be in the County of Santa Clara, State of California.

19. WAIVER. Speech Morphing’s failure to enforce any provision of this Agreement will not be construed as a waiver of any provision or right. In the event that a portion of this Agreement is held unenforceable, the unenforceable portion will be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of the provisions will remain in full force and effect. Waiver by either party of a breach of any provision of this Agreement or the failure by either party to exercise any right hereunder shall not operate or be construed as a waiver of any subsequent breach of that right or as a waiver of any other right.

20. FORCE MAJEURE. Speech Morphing will not be liable in any amount for failure to perform any obligation under this Agreement if such failure is caused by the occurrence of cause beyond the reasonable control of Speech Morphing including, without limitation, outages of the Internet or connections thereto, communications outages, labor shortage, earthquake, fire, flood, war, or act of God; or any acts of governmental bodies or authorities.

21. ENTIRE AGREEMENT. These Terms of Use constitute the entire agreement regarding the subject matter and supersede all prior agreements whether written or oral between you and Speech Morphing. If Speech Morphing modifies these Terms of Use by providing new terms and conditions in the same location, then you will be deemed to have accepted the modifications if you continue to use the Speech Morphing services.