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Effective Date: March 14, 2025
Please read these Terms of Use (the "Agreement") carefully. By clicking "I agree" (or a similar checkbox or button), accessing or using the Services, you agree to be bound by the terms and conditions of this Agreement. If you do not agree with any of these terms, do not so click, access or use the Services.
This Agreement is between you and Cognitive Creators Pty Ltd ("VoiceCreator.ai" or "we" or "us") concerning your use of the Services. The "Services" means VoiceCreator.ai's platform and online or cloud-based services made available by or for VoiceCreator.ai (including the features, functionalities, AI capabilities, interfaces, software, tools, and other materials contained therein).
This Agreement hereby incorporates by this reference any additional terms and conditions posted by VoiceCreator.ai through the Services, or otherwise made available to you by VoiceCreator.ai.
BY USING THE SERVICES, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT OR, IF YOU ARE NOT, THAT YOU HAVE OBTAINED PARENTAL OR GUARDIAN CONSENT TO ENTER INTO THIS AGREEMENT. THE SERVICES ARE NOT INTENDED TO BE USED, AND MUST NOT BE USED, BY CHILDREN WITHOUT INVOLVEMENT AND APPROVAL OF A PARENT OR GUARDIAN, AND FURTHER, IF YOU ARE UNDER THE AGE OF MAJORITY IN YOUR TERRITORY, IN NO CASE ARE YOU PERMITTED TO REGISTER WITH VOICECREATOR.AI OR PROVIDE YOUR PERSONAL INFORMATION TO VOICECREATOR.AI. IF YOU AGREE TO THIS AGREEMENT ON BEHALF OF THE COMPANY OR OTHER LEGAL ENTITY FOR WHICH YOU ACT (FOR EXAMPLE, AS AN EMPLOYEE OR CONTRACTOR), YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY AND CAPACITY TO ACT ON BEHALF OF AND BIND SUCH ENTITY.
THIS AGREEMENT CONTAINS A MANDATORY DISPUTE RESOLUTION PROVISION THAT, AS FURTHER SET FORTH BELOW, REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN COURT PROCEEDINGS, OR CLASS ACTIONS OF ANY KIND.
We may change this Agreement from time to time by notifying you of the changes by any reasonable means, including by posting a revised Agreement through the Services. No such change will apply to any dispute between you and us arising before we notified you of the change.
Your use of the Services after any changes to this Agreement will constitute your acceptance of the changes. The "Effective Date" legend above indicates when this Agreement was last changed. The Services may evolve and change over time. We may, at any time and without liability, modify or discontinue all or part of the Services, charge, modify or waive any fees required to use the Services, or offer opportunities to some or all users. We also reserve the right to update, develop, remove or modify elements of the Services, including features, user interfaces and functionalities, for any purpose (including on an experimental basis for some or all users). VoiceCreator.ai will not be liable to you for any modification, suspension, or discontinuance of the Services. We may offer Services or features that we believe require service-specific terms or guidelines. When using our Services, you agree to comply with any applicable guidelines, rules, or supplemental terms that may be posted on the Services from time to time ("Supplemental Terms"). If this Agreement conflicts with Supplemental Terms, the Supplemental Terms will govern for the applicable Service.
Your use of the Services is governed by VoiceCreator.ai's Privacy Policy, located at https://www.voicecreator.ai/legal/privacy-policy (the "Privacy Policy"). You represent and warrant that any information you provide in connection with the Services is and will remain accurate and complete, and that you will maintain and update such information as needed.
VoiceCreator.ai does not share customer information, transcripts, recordings, training data, or any other customer-specific data with third parties, except as may be required to comply with legal obligations under Australian law or valid requests from law enforcement agencies. We prioritise the confidentiality and security of your data and will only use it as outlined in our Privacy Policy and this Agreement.
The Services are controlled or operated (or both) from Australia, and are not intended to subject VoiceCreator.ai to any non-Australian jurisdiction or law. Any use of the Services is at your own risk, and you must comply with all applicable laws, rules and regulations in doing so. We may limit the Services' availability at any time, in whole or in part, to any person, geographic area or jurisdiction that we choose.
Access to and use of the Services will require an individual account. The Services, and your account and any user names or passwords you use to access the Services ("Account Details"), are for your use only. You may not transfer your account to any other party, or enable any other party to access or use your account, including by sharing your Account Details. You are responsible for all use of your account and Account Details. You are solely responsible for maintaining the security and confidentiality of your Account Details, and you agree to immediately notify us of any unauthorised use of your Account Details or other security breaches. For clarity, VoiceCreator.ai may, but is under no obligation to, confirm your identity. VoiceCreator.ai will have the right (but not the obligation) to suspend or terminate your account if VoiceCreator.ai knows or reasonably suspects any unauthorised use of any portion of the Services or any loss or theft of any username or password, or if VoiceCreator.ai reasonably believes you are in breach of this Agreement, our Acceptable Use Policy, located at https://www.voicecreator.ai/legal/acceptable-use-policy or any applicable law or regulation.
The Services may include functionality to allow you to connect your account to or access third-party services, products or technologies (including artificial intelligence technologies), or allow third party services to access your account or Customer Data (all of the foregoing, "Third Party Services"). By using such functionality, you are directing us to access, route and transmit to you the applicable Third Party Services. When you follow a link to any Third Party Services, we have no obligation to warn you that you have left the Services and are subject to the terms and conditions (including privacy policies) of another website or destination. This Agreement does not govern your use of another website or destination. We neither control nor endorse, nor are we responsible for, any Third Party Services, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety of Third Party Services, any intellectual property rights therein, or any products or services in connection therewith. Certain Third Party Services may, among other things, be inaccurate, misleading or deceptive. Nothing in this Agreement shall be deemed to be a representation or warranty by VoiceCreator.ai with respect to any Third Party Services or claims made about them, or the actions or inactions of any third party. We have no obligation to monitor Third Party Services, and we may block or disable access to any Third Party Services (in whole or part) through the Services at any time. In addition, the availability of any Third Party Services through the Services does not imply our endorsement of, or our affiliation with, any provider of such Third Party Services, nor does such availability create any legal relationship between you and any such provider. Any dealings you have with third parties while using the Services are between you and the third party, and VoiceCreator.ai is not liable for any loss or claim that you may have against any third party. If you provide any confidential or personal information or engage in any transaction in connection with a Third Party Service, VoiceCreator.ai is not responsible for such information or transaction, and we encourage you to read the terms of use and privacy policy of the provider or other parties collecting such information or engaging in such transaction.
YOUR ACCESS TO, USE OF OR INTERACTION WITH THIRD PARTY SERVICES IS AT YOUR OWN RISK AND IS SUBJECT TO ANY ADDITIONAL TERMS, CONDITIONS AND POLICIES APPLICABLE TO SUCH THIRD PARTY SERVICES (SUCH AS TERMS OF SERVICE OR PRIVACY POLICIES OF THE PROVIDERS OF SUCH THIRD PARTY SERVICES). ANY CLAIM OR DISPUTE ARISING FROM YOUR ACCESS TO, USE OF OR INTERACTION WITH ANY THIRD PARTY SERVICES WILL BE SOLELY BETWEEN YOU AND THE APPLICABLE THIRD-PARTY PROVIDER. UNDER NO CIRCUMSTANCES WILL VOICECREATOR.AI BE LIABLE IN ANY WAY FOR ANY ACT OR OMISSION OF ANY THIRD-PARTY PROVIDER, OR FOR ANY INJURY, LOSS OR DAMAGE THAT YOU MAY INCUR AS A RESULT OF YOUR ACCESS TO, USE OF OR INTERACTION WITH THIRD PARTY SERVICES.
Subject to your compliance with the terms and conditions of this Agreement, we grant you a revocable, non-exclusive, non-transferable, royalty free, limited right to access and use the Services solely for your internal purposes, solely in the form made available by or for VoiceCreator.ai and in accordance with the Privacy Policy and Acceptable Use Policy. In connection with the Services, VoiceCreator.ai may provide customer or technical support for the Services to you via telephone, FAQs, email or through the Services, at its sole discretion.
If you purchase any Services, you will provide complete and accurate billing information, including a valid payment method. For paid subscriptions, we will automatically charge your payment method on each agreed-upon periodic renewal until you cancel. You're responsible for all applicable taxes, and we'll charge tax when required. If your payment cannot be completed, we may downgrade your account or suspend your access to our Services until payment is received. Any payments made for the Services are non-refundable, except where required by Australian Consumer Law. This Agreement does not override any mandatory local laws regarding your cancellation rights. We may change our prices from time to time. If we increase our subscription prices, we will give you at least 30 days' notice and any price increase will take effect on your next renewal so that you can cancel if you do not agree to the price increase.
We and our suppliers own all right, title and interest in and to the Services, including all modifications, derivative works, upgrades, and updates thereto, all software or materials made available by VoiceCreator.ai and all related intellectual property rights related to the foregoing, which are protected by proprietary rights and laws. Any VoiceCreator.ai trade names, trademarks, service marks, graphics, logos, scripts, and sounds are the intellectual property of VoiceCreator.ai. All trade names, trademarks, service marks and logos on the Services not owned by us are the property of their respective owners. You may not use our trade names, trademarks, service marks or logos in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. Nothing contained on the Services should be construed as granting any right to use any trade names, trademarks, service marks or logos without the express prior written consent of the owner. Except for the limited rights and licences expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, any intellectual property rights or other right, title, or interest in or to the Services.
VoiceCreator.ai will never use, share, sell, license, or distribute your Customer Data, including customer data, transcripts, recordings, or training data, for any purpose whatsoever, except when explicitly required to do so by law enforcement agencies through proper legal channels. VoiceCreator.ai will only access your Customer Data: (a) to provide the Services directly to you; (b) to prevent or address service or technical problems at your request in connection with support matters; or (c) as specifically compelled by law enforcement.
You own, and VoiceCreator.ai acquires no right, title or interest under this Agreement in or to any Customer Data. "Customer Data" means all data, content and information made available to VoiceCreator.ai by or on behalf of you in connection with the Services, including but not limited to transcripts, recordings, voice data, training data, and any other customer-specific information. Your privacy and data confidentiality are of paramount importance, and we commit to maintaining the strictest standards of data protection. You also represent that any Customer Data you make available to us is accurate and has not been altered in any way.
VoiceCreator.ai prioritises the security and integrity of your data by leveraging Amazon Web Services (AWS). Our comprehensive security framework includes:
Hosting on AWS Cloud Infrastructure: We utilise AWS's enterprise-grade cloud services, which comply with global security standards such as ISO 27001 and SOC 2, ensuring robust protection for our operations.
Virtual Private Cloud (VPC) Implementation: Our services and data are isolated within AWS VPC environments, adhering to AWS best practices for subnet configuration, security groups, and network ACLs to maintain secure network segmentation.
Network Security Controls: To safeguard our network infrastructure, we employ AWS security services, including AWS Network Firewall for traffic monitoring, Amazon GuardDuty for threat detection, and Amazon Inspector for automated vulnerability assessments.
DDoS Protection: To ensure service availability, we utilise AWS Shield for DDoS protection and AWS Web Application Firewall (WAF) to protect against application-layer attacks.
Encryption: All data in transit is encrypted using TLS 1.2 or higher protocols, and data at rest is secured with AES-256 encryption, following industry standards.
Security Assessments: As part of our security roadmap, we will implement regular security assessments and penetration testing by qualified professionals to strengthen our security framework.
Secure Backups: Our backup systems are encrypted and protected with stringent access controls to ensure data integrity and confidentiality.
Role-Based Access Control (RBAC): We implement strict RBAC policies across all internal systems to ensure users have appropriate access levels.
Multi-Factor Authentication (MFA): MFA is mandatory for all administrative access to enhance account security.
Principle of Least Privilege: Access rights are granted based on the principle of least privilege, limiting permissions to only those necessary for specific roles.
Access Reviews: Regular reviews and prompt de-provisioning of access rights are conducted to maintain security integrity.
Continuous Monitoring: Our infrastructure and applications are monitored 24/7.
Logging and Auditing: Comprehensive logging and audit trails of system activities are maintained to ensure accountability and facilitate forensic analysis.
Security Training: All employees undergo regular security awareness training to stay informed about best practices and emerging threats.
Incident Response: As part of our security roadmap, we are working towards implementing documented incident response procedures with regular testing to ensure effective incident management.
While we implement these and other appropriate security measures, no method of transmission over the Internet or electronic storage is 100% secure. We strive to use commercially acceptable means to protect your data, but we cannot guarantee absolute security. We continuously evaluate and enhance our security protocols to maintain the highest standards of data protection.
Any custom voice assistants developed for a customer by VoiceCreator.ai for an agreed fee will not be shared with other customers and remain for the exclusive use of the customer that paid for the development. This exclusive right applies to the specific custom voice assistant created for the customer, including its unique characteristics, training data, and functionality.
VoiceCreator.ai retains ownership of the underlying technology, methodologies, and systems used to create custom voice assistants, but grants the customer an exclusive license to use the specific custom voice assistant developed for them. This exclusivity means that the exact same voice assistant will not be recreated or provided to any other customer.
The customer may not reverse engineer, decompile, or attempt to extract the underlying models or technology used to create their custom voice assistant. The customer may use their custom voice assistant only as permitted under this Agreement and in compliance with all applicable laws and regulations.
Due to the nature of our Services and artificial intelligence generally, output may not be unique and other users may receive similar output from our Services. Artificial intelligence and machine learning are rapidly evolving fields of study. We are constantly working to improve our Services to make them more accurate, reliable, safe, and beneficial. Given the probabilistic nature of machine learning, use of our Services may, in some situations, result in output that does not accurately reflect real people, places, or facts.
You may not use the Services in violation of this Agreement, our Acceptable Use Policy located at [https://www.voicecreator.ai/legal/acceptable-use-policy] (the "Acceptable Use Policy"), or any applicable laws or regulations. Without limiting the generality of the foregoing, in connection with your use of the Services, you must not, either directly or indirectly (e.g., through the use of any device, software, Internet site, web-based or app-based service or other means):
You are responsible for obtaining, maintaining and paying for all hardware and all telecommunications and other services needed to use the Services. You are solely responsible and liable for all your use of the Services, directly or indirectly, by or on behalf of you (including any actions taken by your AI voice agent), and whether such use is permitted by or in violation of this Agreement, Acceptable Use Policy or any applicable law or regulation. You are, at your expense, solely responsible and liable for (i) all matters relating to Customer Data, including all costs, obligations and liabilities associated with the processing and transfer of Customer Data in connection with the Services and (ii) for providing all necessary notices and disclosures, and obtaining any necessary rights, consents, permissions or authorisations (including any applicable publicity clearances and releases), related to make available Customer Data to VoiceCreator.ai for (1) VoiceCreator.ai's use under this Agreement, and (2) your use of the Services under this Agreement (e.g., your use of any AI voice agent developed through the Services). You are responsible for ensuring the legality and appropriateness for your use of the Services, including by utilizing commercially reasonable human review efforts as appropriate. You must not use the Services to promote discrimination, bigotry, racism, hatred, harassment, violence, or harm to any individual or group. You will promptly notify VoiceCreator.ai of any unauthorised access or use of the Services.
If you provide VoiceCreator.ai with any ideas for improvement, information, materials, ideas, concepts, techniques, suggestions, or other feedback with respect to the Services or any of our other products and services (collectively, "Feedback"), VoiceCreator.ai will have the unrestricted right to use such Feedback for any purpose without any obligation or other payment to you.
VoiceCreator.ai may monitor use of the Services and will have the right to collect and analyse data and other information relating to the provision, use, and performance of various aspects of the Services and related systems and technologies (including information and data derived therefrom) (collectively, "Analytics Data"), and VoiceCreator.ai will be free (during and after the term) to use, disclose, and otherwise exploit the Analytics Data so long as any disclosure does not directly or indirectly identify you.
While we try to maintain the timeliness, integrity and security of the Services, we do not guarantee that the Services are or will remain updated, complete, correct or secure, or that access to the Services will be uninterrupted. The Services may include inaccuracies, errors and materials that violate or conflict with this Agreement. Additionally, third parties may make unauthorised alterations to the Services.
The Services are for general informational purposes only, and are not intended to advise, instruct or make recommendations with respect to any particular subject, matter, material, problem, situation or individual. Please note that no portion of the Services should be relied upon for advice, in whole or in part. VoiceCreator.ai is a technology service provider, and is not in the business of providing legal, financial, accounting, tax, health care, insurance, real estate or other professional service or advice, and you should consult with professionals for advice prior to making important decisions in these areas.
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (A) THE SERVICES AND ANY THIRD PARTY SERVICES ARE MADE AVAILABLE TO YOU ON AN "AS IS," "WHERE IS" AND "WHERE AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY; AND (B) VOICECREATOR.AI DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SERVICES AND ANY THIRD PARTY SERVICES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE. ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE FOR THE BENEFIT OF BOTH VOICECREATOR.AI AND ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, LICENSORS, SUPPLIERS AND SERVICE PROVIDERS (COLLECTIVELY, THE "AFFILIATED ENTITIES"), AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
This disclaimer does not restrict any rights you may have under the Australian Consumer Law.
You will comply with all federal, state, local and international laws, statutes, and regulations, and all applicable orders, judgments, decisions, rules, policies, opinions, attorney general opinions, or guidelines passed or issued by any regulatory authority or any competent court, in each case related to your access and use of the Services, including those related to telecommunications, use of AI, anti-spam, privacy and data security, consumer protection, unfair competition, anti-discrimination, securities and false advertising. You acknowledge and agree that VoiceCreator.ai provides Services to facilitate communication on behalf of its users and customers and VoiceCreator.ai is not responsible or liable for any calls, messages, or campaigns initiated using the Services including the legality, compliance, or outcomes of such calls, messages or campaigns. We may comply with governmental, court, and law enforcement requests or requirements relating to provision or use of the Services, or to information provided to or collected under this Agreement. We reserve the right, at our sole discretion, to report information from or about you, including your use of the Services, to law enforcement.
Certain Services may be offered on an "unlimited" basis. Unlimited Services may only be used for normal business purposes and exclude international calling to countries other than New Zealand (which incurs additional fees). Prohibited uses of unlimited Services include:
We do not undertake to review any Customer Data or use of our Services (including the content of calls, messages, or campaigns for compliance), and we expressly disclaim any duty or obligation to undertake any such monitoring or review. Although we have no obligation to screen, edit, or monitor Customer Data or your use of our Services, we may:
Certain Services provide a function that allows you to record individual telephone conversations. The laws regarding notice, notification, and consent requirements for recording conversations vary by state and territory in Australia. In some jurisdictions, you are required to obtain consent from all parties involved in a conversation before recording. You are solely responsible for complying with all federal, state, territory, and local laws in any relevant jurisdiction when using this feature.
Certain Services may provide a function that transcribes voice communications into text. You understand and agree that VoiceCreator.ai's transcription features may not always produce accurate or complete transcriptions. Variations in audio quality, accents, background noise, or other factors may affect transcription accuracy. You are solely responsible for reviewing and verifying the accuracy of any transcription generated using the Services. Note that the laws applicable to call transcription differ by state, territory, and country. In some jurisdictions, transcribing recorded calls, recording calls, or even transcribing real-time speech during a call or video is prohibited or requires informed consent from some or all parties involved in the conversation. VoiceCreator.ai recommends that you review the relevant laws of your locality or consult with an attorney regarding your specific circumstances.
Through working with Third Party Services providers, VoiceCreator.ai will use reasonable efforts to facilitate number transfers or port requests for you, provided that you comply with all applicable procedures and requirements for porting between service providers. You acknowledge and understand that number porting depends on the cooperation of third parties outside of VoiceCreator.ai's control. Accordingly, you agree that VoiceCreator.ai will not be liable for the failure or delay of any third party to cooperate in the porting of any telephone number, or for the allegedly unauthorised porting of any telephone number by a third party. VoiceCreator.ai cannot guarantee that requested telephone numbers will be available, that your existing provider will port your number, or that circumstances beyond VoiceCreator.ai's control will not prevent or delay a successful port of your number for the Services. You understand and agree that VoiceCreator.ai may need to change the telephone number assigned to you (due to an area code split or for other reasons), and VoiceCreator.ai shall have no liability in relation to such changes.
VoiceCreator.ai does not provide access to emergency services (Triple Zero - 000). By using the Services, including porting your existing numbers to VoiceCreator.ai, you acknowledge that you must make alternative arrangements to reach emergency services. It is your responsibility to inform all business colleagues, household residents, guests, and other persons who may be present at your physical location that Triple Zero (000) is unavailable through the Services. VoiceCreator.ai recommends that you make arrangements to place emergency calls using a traditional wireline or cellular telephone. You should not rely on VoiceCreator.ai for emergency calls or access to Triple Zero (000). The Services may not support operator assisted calling (including, without limitation, collect calls, third party billing calls, premium rate services, or calling card calls). The Services may not support 131, 1300, and/or other special number calling in one or more service areas. VoiceCreator.ai disclaims all responsibility and liability for any inability to contact emergency services or delays in reaching emergency responders.
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (A) VOICECREATOR.AI WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOSS OF PROFITS, REVENUE, USE OR DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY (INCLUDING UNAUTHORISED INTERCEPTION BY THIRD PARTIES OF ANY FEEDBACK) OF ANY KIND, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES; (B) WITHOUT LIMITING THE FOREGOING, VOICECREATOR.AI WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SERVICES OR ANY THIRD PARTY MATERIALS, INCLUDING FROM ANY VIRUS THAT MAY BE TRANSMITTED IN CONNECTION THEREWITH; (C) VOICECREATOR.AI WILL NOT BE SUBJECT TO ANY INJUNCTION OR OTHER EQUITABLE RELIEF RESTRICTING THE AVAILABILITY OF, OR ANY PERSON'S ABILITY TO ACCESS, ANY PORTION OF THE SERVICES, AND YOU ACKNOWLEDGE AND AGREE THAT ANY DAMAGES YOU INCUR IN CONNECTION WITH THE SERVICES OR ANY ACT OR OMISSION BY VOICECREATOR.AI OR ANY OF THE AFFILIATED ENTITIES ARE NOT IRREPARABLE, AND ARE INSUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR OTHER EQUITABLE RELIEF; (D) YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICES OR ANY THIRD PARTY MATERIALS IS TO STOP USING THE SERVICES; AND (E) THE MAXIMUM AGGREGATE LIABILITY OF VOICECREATOR.AI FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE THE GREATER OF (I) THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO VOICECREATOR.AI IN THE PREVIOUS SIX (6) MONTHS SOLELY FOR THE RIGHT TO USE THE SERVICES AND (II) ONE HUNDRED AUSTRALIAN DOLLARS (A$100.00). ALL LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE FOR THE BENEFIT OF BOTH VOICECREATOR.AI AND THE AFFILIATED ENTITIES, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
These limitations do not exclude or restrict any rights you may have under the Australian Consumer Law.
To the fullest extent permitted under applicable law, you agree to defend, indemnify and hold harmless VoiceCreator.ai and the Affiliated Entities (including our and their respective successors and assigns) from and against all claims, causes of action, demands, suits, proceedings, judgments, orders, damages, liabilities, losses, costs, expenses and fees (including attorneys' fees) arising out of or relating to (a) your use (including any misuse) of, or activities in connection with, the Services, including any (i) voicemail, broadcast, fax spam, or solicitations that you may send and/or receive using the Services, (ii) your recording or transcription of telephone conversations, (iii) your inability to access emergency services (Triple Zero - 000) or delays in emergency response related to your use of Services and (iv) any calls, messages or campaigns using the Services; and (b) any violation or alleged violation of this Agreement or any applicable laws or regulations by you.
This Agreement is effective until terminated. You may stop accessing the Services at any time. VoiceCreator.ai may terminate or suspend your use of the Services at any time and without prior notice, for any or no reason, including if VoiceCreator.ai believes that you have violated or acted inconsistently with the letter or spirit of this Agreement. Upon any such termination or suspension, your right to use the Services will immediately cease, and VoiceCreator.ai may, without liability to you or any third party, immediately deactivate or delete your account, if any, and all associated materials, without any obligation to provide any further access to such materials. Sections 1-5 and 7-28 shall survive any expiration or termination of this Agreement.
The terms of this Agreement are governed by the laws of New South Wales, Australia, without regard to its principles of conflicts of law, and regardless of your location.
EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, AND EXCEPT FOR VOICECREATOR.AI'S OPTION TO BRING A CLAIM IN A COURT OF COMPETENT JURISDICTION SEEKING ONLY INJUNCTIVE RELIEF TO PREVENT THE ACTUAL OR THREATENED INFRINGEMENT, MISAPPROPRIATION OR VIOLATION OF A PARTY'S COPYRIGHTS, TRADEMARKS, TRADE SECRETS, PATENTS OR OTHER INTELLECTUAL PROPERTY RIGHTS, ALL DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND VOICECREATOR.AI, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY AND YOU AGREE THAT VOICECREATOR.AI AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY. SUCH DISPUTES INCLUDE, WITHOUT LIMITATION, DISPUTES ARISING OUT OF OR RELATING TO INTERPRETATION OR APPLICATION OF THIS ARBITRATION PROVISION, INCLUDING THE ENFORCEABILITY, REVOCABILITY OR VALIDITY OF THE ARBITRATION PROVISION OR ANY PORTION OF THE ARBITRATION PROVISION. ALL SUCH MATTERS SHALL BE DECIDED BY AN ARBITRATOR AND NOT BY A COURT OR JUDGE.
YOU AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION.
The arbitration will be administered by the Australian Centre for International Commercial Arbitration (ACICA) under its Arbitration Rules, as amended by this Agreement. The arbitration shall take place in Sydney, New South Wales, Australia.
The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate. Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination should be made by the ACICA or by the arbitrator. The arbitrator's decision will follow the terms of this Agreement and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Nothing in this Agreement will preclude you from bringing issues to the attention of federal, state, territory or local agencies and, if the law allows, they can seek relief against us for you.
If you have a question or complaint regarding the Services, please send an e-mail to support@voicecreator.ai. Please note that e-mail communications will not necessarily be secure; accordingly you should not include credit card information or other sensitive information in your e-mail correspondence with us.
You are responsible for complying with Australian export controls and for any violation of such controls, including any Australian embargoes or other federal rules and regulations restricting exports. You represent, warrant and covenant that you are not (a) located in, or a resident or a national of, any country subject to an Australian government embargo or other restriction, or that has been designated by the Australian government as a "terrorist supporting" country; or (b) on any of the Australian government lists of restricted end users. You agree not to export, re-export, or transfer, directly or indirectly, any of the Services, or any Australian technical data acquired from any of the Services, or any products utilizing such data, in violation of the Australian export laws or regulations.
This Agreement does not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and VoiceCreator.ai. If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision. Any delay or failure on our part to enforce a provision of this Agreement is not a waiver of our right to enforce them later. You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under this Agreement without restriction. No waiver by either party of any breach or default under this Agreement will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular shall have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term "including" or variations thereof in this Agreement shall be construed as if followed by the phrase "without limitation." This Agreement, including any terms and conditions incorporated herein, is the entire agreement between you and VoiceCreator.ai relating to the subject matter hereof, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and VoiceCreator.ai relating to such subject matter. Notices to you (including notices of changes to this Agreement) may be made via posting to the Services or by e-mail (including in each case via links), or by regular mail. Without limitation, a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. VoiceCreator.ai will not be responsible for any failure to fulfil any obligation due to any cause beyond its control.
Cognitive Creators Pty Ltd
903/50 Clarence St
Sydney NSW 2000
ABN: 45 676 471 506
Email: support@voicecreator.ai
Effective Date: July 21, 2024
These AI Platform Terms of Service ("AI Platform Terms") constitute a binding contract between Licensee (defined in Section 1) and Cognitive Creators ("Cognitive Creators") that govern Licensee's use of the AI Platform (defined in Section 1).
BY ACCEPTING THESE AI PLATFORM TERMS THROUGH THE REQUIRED PROCESS OR OTHERWISE ACCESSING OR USING THE AI PLATFORM, LICENSEE REPRESENTS AND WARRANTS THAT: (1) LICENSEE HAS READ AND UNDERSTANDS THESE AI PLATFORM TERMS, AND AGREES TO BE BOUND LEGALLY BY THESE AI PLATFORM TERMS; (2) LICENSEE IS EITHER AT LEAST 18 YEARS OF AGE OR HAS THE CONSENT OF A PARENT OR LEGAL GUARDIAN WHO IS AT LEAST 18 YEARS OF AGE TO USE THE AI PLATFORM AND WHO WILL SUPERVISE LICENSEE'S USE; AND (3) IF LICENSEE IS ACCESSING THE AI PLATFORM ON BEHALF OF A LEGAL ENTITY, THEN LICENSEE HAS THE AUTHORITY TO AND HEREBY DOES BIND SUCH LEGAL ENTITY TO THESE AI PLATFORM TERMS. IF LICENSEE DOES NOT AGREE WITH THESE AI PLATFORM TERMS OR OTHERWISE HAVE THE AUTHORITY TO ACCEPT THEM, THEN LICENSEE MUST REJECT THESE AI PLATFORM TERMS THROUGH THE REQUIRED PROCESS.
NO END USER MAY ENTER INTO THESE AI PLATFORM TERMS IN CONNECTION WITH ANY USE OF THE AI PLATFORM BY OR FOR THE BENEFIT OF ANY AGENCY OR INSTRUMENTALITY OF ANY GOVERNMENT. IF YOU ARE SEEKING TO ACCESS THE AI PLATFORM ON BEHALF OF ANY SUCH ENTITY, THEN YOU MUST CONTACT Cognitive Creators AT support@cognitivecreators.ai AND ENTER INTO A SEPARATELY NEGOTIATED LICENSE AGREEMENT WITH Cognitive Creators. ALL USE OF THE AI PLATFORM IN VIOLATION OF THE PRECEDING SENTENCES IN THIS PARAGRAPH CONSTITUTES A MATERIAL BREACH OF THIS AGREEMENT.
"AI Platform" means VoiceCreator.ai's proprietary web-based software platform available at www.VoiceCreator.ai (each a, "Licensee Site") that has been programmed to help end-users build and deploy artificial intelligence models and to implement improvements upon itself, based in Sydney, Australia.
"AI Platform Arising IP" means all Technology, other than the Licensee AI Agents, that: (i) is or has been generated, developed, fixed in a tangible medium, conceived or reduced to practice by or on behalf of either party before, on or after the date these AI Platform Terms take effect; and (ii) arises from or in connection with any execution, operation or use of the AI Platform (including the AI Platform processing, storing, organising, arranging, selecting, aggregating, adapting or otherwise using or exploiting any data (including Licensee Data), content, information, materials or other inputs transmitted, submitted or uploaded to the AI Platform). Without limiting the foregoing and for clarity, the AI Platform Arising IP includes any updates, error corrections, bug fixes, enhancements or improvements to the AI Platform developed by or on behalf of VoiceCreator.ai
"VoiceCreator.ai Confidential Information" means any information VoiceCreator.ai or any party acting on its behalf discloses to Licensee, whether in writing or orally, and whether before, on or after the date the AI Platform Terms take effect, which is either designated as "confidential" at the time of disclosure or reasonably should be considered confidential given the nature of the information and the circumstances of disclosure. For the avoidance of doubt and notwithstanding the foregoing, VoiceCreator.ai Confidential Information includes the AI Platform and all information about its performance.
"Intellectual Property Rights" means all intellectual property or industrial rights arising anywhere throughout the world, including: (i) all patents and patent applications; (ii) all rights associated with the protection of trade secrets and confidential information; (iii) all copyrights and mask work rights, and all rights of paternity, integrity, attribution and any other rights of authors; (iv) all rights in trademarks and other indicators of origin, and all rights to goodwill related thereto; (v) all rights in databases, data collections and data; (vi) all rights in registrations and applications to any of the foregoing; and (vii) any similar, corresponding or equivalent rights to any of the foregoing.
"Licensee" means: (i) in the case of an individual who accepts these AI Platform Terms or otherwise accesses or uses the AI Platform on his or her own behalf, such individual; or (ii) in the case of an individual who accepts these AI Platform Terms or otherwise accesses or uses the AI Platform on behalf of a legal entity, the legal entity.
"Licensee Data" means any table, video, image, audio, text, sequence data or other content that Licensee: (i) owns or controls prior to entering into these AI Platform Terms or on or after that date but independent of any access to or use of the AI Platform; and (ii) uploads to the AI Platform.
"Licensee AI Agent" means the specific instance of an AI agent that: (i) Licensee creates on the AI Platform by clicking on the "Create AI Agent" button of the AI Platform, thereby prompting the AI Platform to process and analyse Licensee Data; and (ii) is visually presented to Licensee in digital format on the AI Platform's user interface. Notwithstanding the foregoing and for clarity, (1) Licensee AI Agents are deemed to exclude any Technology and Intellectual Property Rights therein that are identified as owned by VoiceCreator.ai in these AI Platform Terms and that are in whole or in part incorporated into or embodied by the AI agents as described in the immediately preceding sentence in this Section; (2) all such Technology and Intellectual Property Rights remain VoiceCreator.ai's exclusive property; and (3) Licensee's rights to such Technology and Intellectual Property Rights are exclusively governed by these AI Platform Terms.
"Order" means the order Licensee places to obtain access to the AI Platform on a Licensee Site through the required process, including any order details as reflected in any electronic confirmation transmitted to Licensee.
"Technology" means any or all embodiments of Intellectual Property Rights, including: (i) works of authorship (including software and documentation); (ii) inventions (whether or not patentable), discoveries and improvements; (iii) proprietary and confidential information, trade secrets and know-how; (iv) databases, data compilations, and data (including technical data); (v) tools, methods, techniques, processes, procedures, algorithms and models; and (vi) all instantiations or embodiments of any of the foregoing in (i) through (v) inclusive.
Free Tier; Free Trial; Paid Plans. VoiceCreator.ai may make the AI Platform available to Licensee for free subject to certain monthly usage limitations ("Free Tier") or on a trial basis for the period specified in an Order ("Free Trial"). VoiceCreator.ai also offers paid access to the AI Platform under various different paid plans as further specified in an Order (each, a "Paid Plan"). These AI Platform Terms govern Licensee's access to the AI Platform.
Accounts. To access the AI Platform in all cases, Licensee must register for an account on a Licensee Site. To access a Free Trial or a Paid Plan, Licensee must enter into an Order. The information that Licensee provides to VoiceCreator.ai to register an account must be accurate and up-to-date, and Licensee will keep it accurate and up-to-date at all times. Licensee is solely responsible for maintaining the confidentiality of its account and any access credentials that Licensee needs to access the account, and Licensee accepts responsibility for all activities that occur under its account.
Ownership. As between the parties: (i) Licensee solely owns the Licensee Data and Licensee AI Agent, subject to the provisions of Section 3.b.iii; and (ii) VoiceCreator.ai solely owns all rights, title, and interest (including all Intellectual Property Rights) in and to all: (1) AI Platform Arising IP; and (2) Technology that VoiceCreator.ai owns or controls prior to when these AI Platform Terms take effect or on or after that date but independent of these AI Platform Terms (including all data, models, algorithms, software, know-how, trade secrets, and other Technology that constitutes or embodies the AI Platform in whole or part) ((1) and (2) collectively, the "VoiceCreator.ai IP"). If any ownership rights in or to any aspect of the VoiceCreator.ai IP vests in Licensee under any circumstances, then Licensee will, and hereby does, irrevocably and unconditionally assign to VoiceCreator.ai all such rights (without any further consideration due to VoiceCreator.ai, where the rights granted to Licensee under these AI Platform Terms are agreed to constitute sufficient consideration for such assignment). If any such rights are not assignable under applicable law, then Licensee hereby waives all such rights to the fullest extent permitted under applicable law. Licensee acknowledges that: (A) Licensee's rights to any Licensee AI Agent are limited to the specific copy presented to Licensee on the AI Platform's user interface, and Licensee has no rights to any other copies or versions of the Licensee AI Agents; and (B) other AI Platform users may generate agents using the AI Platform that are the same as or similar to the Licensee AI Agent under certain circumstances, such as when other AI Platform users provide input that is the same as or similar to the Licensee Data to generate models on the AI Platform. Licensee hereby irrevocably and unconditionally waives all rights to directly or indirectly challenge, or assist any third party in challenging, the rights of VoiceCreator.ai or any third party in or to any VoiceCreator.ai IP.
Licenses.
AI Platform and Incorporated VoiceCreator.ai IP.
VoiceCreator.ai hereby grants to Licensee during the Term (defined in Section 5(a)) a non-exclusive, non-transferable, non-sublicensable, worldwide and irrevocable (subject to VoiceCreator.ai's right to terminate this Agreement) license to access and use the AI Platform subject to any Usage Caps solely for: (I) in the case of a Paid Plan, Licensee's internal business purposes to enable its products and services with artificial intelligence capabilities in accordance with these AI Platform Terms; (II) in the case of a Free Trial or access to the Free Tier, Licensee's internal, non-commercial evaluation purposes to determine whether Licensee desires to seek paid access to the AI Platform in accordance with these AI Platform Terms. If, and only if, VoiceCreator.ai incorporates any AI Platform Arising IP into the AI Platform during the Term, then such incorporated AI Platform Arising IP are deemed included in all references to the "AI Platform" in these AI Platform Terms and will be subject to these AI Platform Terms for so long as such AI Platform Arising IP remains so incorporated into the AI Platform.
If, and only if, any VoiceCreator.ai IP is incorporated into or embodied by any Licensee AI Agents, then VoiceCreator.ai will, and hereby does, grant to Licensee a non-exclusive, perpetual, irrevocable, transferable, sublicensable, worldwide and royalty-free license to use and exploit such incorporated or embodied VoiceCreator.ai IP solely as and to the extent so incorporated into or embodied by the Licensee AI Agents; provided, for clarity, the foregoing does not provide Licensee with any rights to use or exploit any such incorporated or embodied VoiceCreator.ai IP on a standalone basis or otherwise separate from the Licensee AI Agents into which such VoiceCreator.ai IP is incorporated or by which such VoiceCreator.ai IP is embodied.
Restrictions. Licensee will not, and will not authorise any third party to: (i) reverse engineer, decompile, disassemble or otherwise attempt to reconstruct, identify or discover any source code, underlying ideas, models, underlying user interface techniques, or algorithms of the AI Platform; (ii) modify the AI Platform, or sell, lease, license or otherwise commercialise or distribute the AI Platform; (iii) interfere with or disrupt the performance of the AI Platform; (iv) gain unauthorised access to the AI Platform or its related systems or networks; (v) use any portion of the AI Platform in connection with or related to any efforts to develop a competitive product or service to those being developed or offered by VoiceCreator.ai; (vi) use the AI Platform in a manner that violates any Usage Caps or otherwise in any manner that is not expressly authorised in these AI Platform Terms; (vii) remove, alter, or obscure in any way any proprietary rights notices of VoiceCreator.ai or its suppliers on or within the AI Platform; (viii) transmit to the AI Platform any virus, worm, spyware or other software code, file or program intended to impair, alter or damage the operation of the AI Platform or its related systems or networks; and (ix) use the AI Platform in any manner that violates any applicable laws, rules or regulations or infringes any third party Intellectual Property Rights or other rights, including any use that would be libellous or defamatory, or discriminatory based on race, colour, sex, gender identity, religion, nationality, ethnic or national origin, marital status, disability, sexual orientation, age or any other protected class pursuant to Australian federal or state laws. During a Free Trial or access to the Free Tier, Licensee will not, and will not authorise any third party to, implement, deploy or otherwise use any Licensee AI Agent in connection with any product or service that is distributed, made available or commercialised in any manner (including on a software-as-a-service or hosted basis) to any third party outside of Licensee's business.
Licensee Data and Licensee AI Agents.
As between the parties, Licensee retains all right, title and interest (including any and all intellectual property rights) in and to the Licensee Data and any modifications made thereto in the course of using the AI Platform. Subject to the terms of this Agreement, Licensee hereby grants to VoiceCreator.ai a non-exclusive, worldwide, royalty-free right, during the term of this Agreement, to process the Licensee Data solely to the extent necessary to provide the services contemplated by the AI Platform, to prevent or address service or technical problems therein, or as may be required by law.
As between the parties, Licensee owns the Licensee AI Agents, but Licensee acknowledges that VoiceCreator.ai is in the business of improving and making enhancements to the AI Platform, partially through learnings generated by training Licensee AI Agents. Accordingly, Licensee hereby grants to VoiceCreator.ai a non-exclusive, perpetual, irrevocable, transferable, worldwide and royalty-free license to use, reproduce, modify and otherwise exploit the Licensee AI Agents for the following purposes: to operate, train, modify, maintain, support, update, enhance, exploit, and otherwise use and improve the AI Platform, VoiceCreator.ai IP and all current or future VoiceCreator.ai products, services and technology. VoiceCreator.ai has the right to grant and authorise sublicenses (through multiple tiers) to the foregoing licenses in this Section 3(b)(iii)(2) in its sole discretion. VoiceCreator.ai remains liable for ensuring sublicensees comply with the scope of the licenses in this Section 3(b)(iii)(2).
Feedback. Licensee may provide VoiceCreator.ai with feedback about Licensee's use of and experience with any aspect of the AI Platform or Licensee AI Agents ("Feedback"). Licensee hereby grants to VoiceCreator.ai a non-exclusive, perpetual, irrevocable, transferable, worldwide and royalty-free license, with the right to grant and authorise sublicenses (through multiple tiers), to use and exploit such Feedback in any manner without any restriction or any payment or credit due to Licensee.
Reservation of Rights. All rights that a party does not expressly grant to the other in these AI Platform Terms are hereby reserved and neither party grants to the other any implied licenses in these AI Platform Terms under any theory.
Fees. Licensee will pay all fees set forth in each Order in accordance with all payment terms set forth in each Order. All fees due and payable under these AI Platform Terms are referred to as the "Fees." Licensee authorises VoiceCreator.ai to charge all sums for the Paid Plan that Licensee selects as described in an Order, including all applicable taxes, to the payment method specified in Licensee's account. If Licensee pays any Fees with a credit card, VoiceCreator.ai may seek pre-authorisation of Licensee's credit card account prior to Licensee's purchase to verify that the credit card is valid and has the necessary funds or credit available to cover Licensee's purchase. Licensee authorises VoiceCreator.ai to periodically charge, on a going-forward basis and until termination of these AI Platform Terms or the applicable Order, all accrued sums on or before the payment due date for the accrued sums as described in the Order.
Taxes. Licensee shall be responsible for the payment of all sales, use, excise, value-added and/or any other taxes, duties, or charges imposed by any federal, state or local governmental or regulatory authority in connection with the Fees, excluding any taxes imposed on VoiceCreator.ai's net income. To the extent required by relevant federal, state or local regulations, VoiceCreator.ai shall be entitled to collect and remit any such taxes with each payment of Fees.
Term. These AI Platform Terms will commence on the date when the first Order has been completed by Licensee, and these AI Platform Terms will continue, unless terminated earlier in accordance with these AI Platform Terms, until all Orders have expired or been terminated (the "Term").The term of each Order will begin on the date when the Order has been completed by Licensee, and each Order will continue, unless terminated earlier in accordance with these AI Platform Terms, until the end of the term specified in the applicable Order. The term of each Order will automatically renew for additional periods equal in length to the expiring term unless either party provides notice of non-renewal at least thirty (30) days prior to commencement of the next renewal term.
Termination. Either party may terminate these AI Platform Terms or any Order by written notice: (i) if the other party is in material breach of these AI Platform Terms or such Order, where such material breach is not cured within thirty (30) days after written notice of such breach from the non-breaching party; and (ii) at any time upon written notice to the other for any or no reason; provided that, if Licensee terminates these AI Platform Terms or any Order pursuant to this Section 5(b)(ii), then Licensee will not be entitled to a refund for any Fees that have been paid prior to termination.
Effects of Termination. Upon any expiration or termination of the AI Platform Terms: (i) the license granted to Licensee in Section 3(b)(i)(1) will immediately terminate;(ii) Licensee must permanently delete all copies of VoiceCreator.ai Confidential Information within Licensee's possession or control, if any, and certify the same has been completed upon request by VoiceCreator.ai; and (iii) the following Sections, and any defined terms and provisions required to interpret or enforce those Sections (but only to the extent required for such interpretation or enforcement), will survive: 1, 2, 3(a), 3(b)(i)(2), 3(b)(ii), 3(b)(iii), 3(b)(iv), 3(b)(v), 4, 5(c), 6, 7, 8, 9, and 10.
Licensee agrees that the VoiceCreator.ai Confidential Information constitutes and embodies valuable VoiceCreator.ai trade secrets. Licensee may use the VoiceCreator.ai Confidential Information only as necessary to exercise Licensee's express rights under these AI Platform Terms and Licensee may not disclose any VoiceCreator.ai Confidential Information to any third party without VoiceCreator.ai's prior written consent. Licensee agrees that Licensee will protect the VoiceCreator.ai Confidential Information from unauthorised access, use and disclosure in the same manner that Licensee would use to protect Licensee's own confidential and proprietary information of a similar nature and in no event with less than a reasonable degree of care.
Licensee represents, warrants and covenants that: (a) the Licensee Data and the Licensee AI Agents do not, and VoiceCreator.ai's use of the Licensee Data and Licensee AI Agents as permitted in these AI Platform Terms will not, infringe, misappropriate or violate the Intellectual Property Rights or other rights of any third party or any applicable laws, rules or regulations; (b) Licensee will not use the Licensee AI Agents in violation of any applicable law, rule or regulation, any third party rights or in any manner that could subject VoiceCreator.ai to any laws, rules or regulations that otherwise would not apply to VoiceCreator.ai; (c) Licensee has, and will continue to have, all necessary rights to grant VoiceCreator.ai the rights set forth in these AI Platform Terms; (d) entering into these AI Platform Terms and performing Licensee's obligations under these AI Platform Terms do not, and will not, breach or otherwise conflict with Licensee's obligations to any third party under any contract, court order or otherwise; (e) Licensee has had the opportunity to consult with independent legal counsel prior to accepting these AI Platform Terms even if Licensee has chosen not to do so; (f) if Licensee is accessing and using the AI Platform in Licensee's individual capacity, Licensee is doing so for business purposes and not as a "consumer" as that concept is defined under applicable laws, rules and regulations; and (g) Licensee is not seeking to, and will not, access or use the AI Platform for or on behalf of any agency or instrumentality of any government. LICENSEE FURTHER REPRESENTS, WARRANTS AND COVENANTS THAT IT WILL NOT DEPLOY, IMPLEMENT OR OTHERWISE USE THE LICENSEE AGENTS IN CONNECTION WITH ANY PRODUCTS, SERVICES OR APPLICATIONS THAT COULD CONTRIBUTE (IN WHOLE OR PART) TO ANY PHYSICAL OR EMOTIONAL HARM TO ANY PERSON OR ANY DAMAGE TO TANGIBLE PROPERTY (INCLUDING IN CONNECTION WITH ANY PRODUCTS, SERVICES OR APPLICATIONS RELATED TO THE HEALTHCARE, TRANSPORTATION, MILITARY AND/OR LAW ENFORCEMENT AND ENERGY INDUSTRIES).
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND WITHOUT LIMITING ANY OTHER TERMS IN THESE AI PLATFORM TERMS, THE FOLLOWING TERMS APPLY:
VoiceCreator.ai DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, LOSS OF DATA, ACCURACY OF RESULTS, OR OTHERWISE, ARISING FROM OR RELATING TO THESE AI PLATFORM TERMS AND THE VoiceCreator.ai IP. WITHOUT LIMITING THE FOREGOING:
IN NO EVENT WILL VoiceCreator.ai BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, TREBLE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, DATA, OR ECONOMIC ADVANTAGE, AND COSTS OF SUBSTITUTE GOODS OR SERVICES) ARISING OUT OF OR RELATING TO THESE AI PLATFORM TERMS, HOWEVER CAUSED, AND BASED ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, EVEN IF VoiceCreator.ai HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. AND VoiceCreator.ai'S TOTAL LIABILITY (INCLUDING ATTORNEYS' FEES) ARISING OUT OF OR RELATED TO THESE AI PLATFORM TERMS WILL NOT EXCEED THE AMOUNT PAID BY LICENSEE UNDER THE ORDER(S) GIVING RISE TO THE CLAIM DURING THE 12-MONTH PERIOD PRIOR TO THE DATE THE CLAIM AROSE OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED OR EXCLUSIVE REMEDY.
Privacy and Communications. Licensee's use of the AI Platform is also subject to VoiceCreator.ai privacy policy, which is incorporated into these Terms by this reference. By using the AI Platform, Licensee consents to receiving certain electronic communications from VoiceCreator.ai as further described in the Privacy Policy. Please read the Privacy Policy to learn more about Licensee's choices regarding VoiceCreator.ai's electronic communications practices. Licensee agrees that any notices, agreements, disclosures, or other communications that VoiceCreator.ai sends to Licensee electronically will satisfy any legal communication requirements, including that such communications be in writing.
Modification of these Terms. VoiceCreator.ai reserves the right to change these AI Platform Terms on a going-forward basis at any time. Please check these AI Platform Terms periodically for changes. If a change to these AI Platform Terms materially modifies Licensee's rights or obligations, VoiceCreator.ai may require that Licensee accept the modified AI Platform Terms in order to continue to use AI Platform. Material modifications are effective upon Licensee's acceptance of the modified AI Platform Terms. Immaterial modifications are effective upon publication. Except as expressly permitted in this Section 10(b), these AI Platform Terms may be amended only by a written agreement signed by authorised representatives of the parties to these AI Platform Terms. Disputes arising under these AI Platform Terms will be resolved in accordance with the version of these AI Platform Terms that was in effect at the time the dispute arose.
Interpretation. Unless a clear contrary intention appears: (i) any term defined in the singular includes the plural when required by the applicable context; (ii) the headings in these AI Platform Terms are for convenience of reference only, will not be deemed to be a part of these AI Platform Terms, and will not be referred to in connection with the interpretation of these AI Platform Terms; and (iii) uses of "including" mean "including, without limitation." Any ambiguity in these AI Platform Terms will be interpreted without regard to which party drafted these AI Platform Terms or any part thereof.
Changes. VoiceCreator.ai may make changes or updates to the AI Platform during the Term, including to reflect changes in technology, industry practices and patterns of system use; however, any such changes will not result in a material reduction in the level of performance or availability of the AI Platform provided to Licensee during the Term. If any changes to the AI Platform do result in a material reduction in the level of performance or availability for the AI Platform, then Licensee's sole remedy in connection with the same is to terminate these AI Platform Terms and to cease all use of the AI Platform.
Assignment; Subcontractors. Neither party may assign these AI Platform Terms or any of its rights under these AI Platform Terms without the prior written consent of the other party, except that VoiceCreator.ai may assign these AI Platform Terms without the consent of Licensee as part of a corporate reorganisation, to any VoiceCreator.ai affiliate, or in connection with any change of control, consolidation, merger, sale of assets or any similar transaction or series of transactions. Subject to the foregoing, these AI Platform Terms will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. VoiceCreator.ai in its sole discretion may from time-to-time engage third parties to perform any of its obligations under these AI Platform Terms, including hosting or other services. VoiceCreator.ai will be responsible for ensuring all such parties comply with these AI Platform Terms.
Force Majeure. Neither party will be liable for any failure or delay in its performance under these AI Platform Terms due to any cause beyond its reasonable control, including an act of war, terrorism, act of God, earthquake, flood, pandemic, epidemic, embargo, riot, sabotage, labour shortage or dispute, governmental act or failure or degradation of the Internet, but in all cases excluding the payment of Fees (each, a "Force Majeure"). The delayed party must give the other party notice of such Force Majeure and use commercially reasonable efforts to correct such failure or delay in performance.
Governing Law. These AI Platform Terms will be interpreted, construed, and enforced in all respects in accordance with the local laws of Australia.
Arbitration.
Any dispute with respect to these AI Platform Terms will be settled by binding arbitration in Sydney, NSW, Australia, under the Rules of the International Chamber of Commerce by three arbitrators appointed in accordance with such rules. Judgment upon the award rendered by the arbitrators may be entered in any court of competent jurisdiction. The prevailing party will be entitled to receive from the other party its attorneys' fees and costs incurred in connection with any arbitration or litigation instituted in connection with these AI Platform Terms. LICENSEE UNDERSTANDS AND AGREES THAT, BY ENTERING INTO THESE AI PLATFORM TERMS, LICENSEE AND VoiceCreator.ai ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
Notwithstanding the foregoing in Section 10(h)(i), Licensee acknowledges and agrees that a breach or threatened breach of these AI Platform Terms would cause VoiceCreator.ai irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, VoiceCreator.ai will be entitled to equitable relief and any other relief that may be available from any court of competent jurisdiction, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
Publicity. VoiceCreator.ai may use Licensee's name as a reference for marketing or promotional purposes on VoiceCreator.ai's website and in other communications with existing or potential VoiceCreator.ai customers, investors or acquirers, subject to any written trademark policies Licensee may provide VoiceCreator.ai in writing, with reasonable advanced notice.
Entire Agreement; Order of Precedence. All Orders are incorporated by reference into these AI Platform Terms. In the event of a conflict between the terms of these AI Platform Terms and any Order, the terms in these AI Platform Terms will prevail. These AI Platform Terms, including all Orders, is the sole agreement of the parties concerning the subject matter hereof, and supersedes all prior or contemporaneous agreements and understandings with respect to said subject matter. No terms of any purchase order, acknowledgement, or other form provided by Licensee will modify these AI Platform Terms, regardless of any failure of VoiceCreator.ai to object to such terms.
Third Party Beneficiaries. These AI Platform Terms only benefit the parties and their respective permitted successors and assigns and no third party has any rights arising under these AI Platform Terms, provided that the parties hereby designate Indemnified Parties as third party beneficiaries of Section 8 with the right to enforce such Section 8.
Relationship of the parties. The relationship between the parties is that of independent contractors. Nothing contained in these AI Platform Terms will be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party will have authority to contract for or bind the other party in any manner whatsoever.
Waivers; Severability. All waivers of rights arising under these AI Platform Terms must be made in writing by the party waiving rights. If any provision in these AI Platform Terms is held to be unenforceable by a court of competent jurisdiction or the arbitrators (as applicable, based on the dispute resolution proceeding under Section 10(h)), then: (i) it will be severed from these AI Platform Terms; (ii) the court of competent jurisdiction or arbitrators (as applicable) will replace the severed provision with another provision that most closely reflects the parties' original intent to the fullest extent permitted by applicable law; and (iii) these AI Platform Terms will remain in full force and effect.
Export Regulations. Licensee agrees to comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce Bureau of Industry and Security, in connection with the AI Platform. Specifically, Licensee covenants that Licensee will not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any products, service, or technology (including products derived from or based on such technology) received from VoiceCreator.ai under these AI Platform Terms to any destination, entity, or person or for any use prohibited by the export control laws or regulations of Australia.
Contact Information. The AI Platform is offered by VoiceCreator.ai, located in Sydney, Australia. Licensee may contact us by sending correspondence to that address or by emailing us at support@VoiceCreator.ai.
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