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Speech Tiles Developers
Conversational Speech Frameworks |
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Speech Tiles Developers
Conversational Speech Frameworks |
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SPEECH TILES DEVELOPERS PROGRAM COMMERCIAL LICENSE AND HOSTING SERVICES AGREEMENT
THIS SPEECH TILES DEVELOPERS PROGRAM COMMERCIAL LICENSE AND HOSTING SERVICES AGREEMENT ("AGREEMENT") IS BETWEEN YOU, THE "LICENSEE," AND SPEECH TILES, LLC. ("SPEECH TILES"). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER ENTITY, YOU REPRESENT THAT YOU ARE THE EMPLOYEE OR AGENT OF SUCH COMPANY OR OTHER ENTITY AND YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF SUCH COMPANY OR OTHER ENTITY. YOU MUST AGREE TO THE TERMS OF THIS AGREEMENT IN ORDER TO INSTALL AND USE THE SOFTWARE WITH THE SERVICE. TO "ACCEPT" THIS AGREEMENT, YOU ARE (1) ACKNOWLEDGING THAT YOU HAVE READ ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, UNDERSTAND THEM, CONSENT TO BE BOUND BY, AND ARE BECOMING A PARTY TO, THIS AGREEMENT; AND (2) REPRESENT THAT YOU ARE NOT A SPEECH TILES COMPETITOR, AS DEFINED BELOW. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT OR IF YOU ARE A SPEECH TILES COMPETITOR, THEN DO NOT DOWNLOAD THE SOFTWARE OR USE THE SERVICE.
For purposes of this agreement, "Speech Tiles Competitor" means any person or entity that is involved in the research or development of software that enables programs, running on variety of devices, to execute speech-enabled conversational interactions and processes with users of such programs.
If you are a Speech Tiles Competitor, you may not download or use Speech Tiles provided Software or Documentation. You hereby represent that as of the time you accept this Agreement and thereafter continuously during the Term of this Agreement, that you are not a Speech Tiles Competitor.
The Speech Tiles Developers Program ("Speech Tiles Developers"), as further defined on SPEECH TILES's website located at: https://www.SpeechTiles.com/developer, contains certain software download agreements that LICENSEE must review and accept so LICENSEE and its End Users are granted permission to access certain SPEECH TILES services and frameworks ("Service" as defined below.) In order to access, download and integrate with the Service, LICENSEE must accept the software download agreements.
1. DEFINITIONS
1.1 "Access Method" means a direct access method, such as through including and accessing frameworks and software packages that are provided by SPEECH TILES and are used by LICENSEE to access the Service from the LICENSEE Product;
1.2 "Device" means an authorized device or platform as listed in the Speech Tiles Developers Program website, located at https://www.SpeechTiles.com/developer, which may be updated from time to time, that enables End Users to download the LICENSEE Product and access the Service;
1.3 "Documentation" means the programmer's guide and other related materials which SPEECH TILES may supply to LICENSEE to facilitate use of Software, Access Method, and Service;
1.4 "End User" means a customer of LICENSEE that acquires a license to the LICENSEE Product for its own internal use and not for resale, sublicense or distribution to others;
1.5 "LICENSEE Product" shall mean LICENSEE's software application which incorporates any part of the Software or uses an Access Method that is downloadable to a Device, or to be included or packaged in LICENSEE's software application, and is licensed to End Users by LICENSEE or Resellers;
1.6 "Licensed Trademarks" shall mean any and all registered and common law trademarks of SPEECH TILES;
1.7 "Service" shall mean SPEECH TILES software packages and frameworks accessed by LICENSEE's software application through an Application Programming Interface (API) that enables: audio playback; audio recording; speech synthesis using one or more 3rd party speech synthesis engines; speech recognition using one or more third party provided speech recognitions engines; management of behaviour of programs during audio session interruptions; execution of end-to-end conversational speech interfaces and voice flows driven by Speech Tiles's configurable voice flow data structures; generation of dynamic interactive conversations; driving dynamic auto fill and transitions of program views for LICENSEE's software application; all of which are originated through the Software or Access Method;
1.8 "Software" shall mean the Speech Tiles Media and Voice Flow Platform SDK software and frameworks (if any), or an Access Method, which provides access to the Service, in executable code form, including, but not limited to all corrections, modifications, enhancements, or Updates, if any, thereto that SPEECH TILES may provide to LICENSEE under this Agreement;
1.9 "Reseller" shall mean an entity appointed by LICENSEE to act as a distributor or reseller of the LICENSEE Product to End Users;
1.10 "Support" means the support services for the Software and/or Service described in Exhibit A;
1.11 "Territory" means the countries associated with the localized language versions of the Software and the Service. For example, for U.S. English the Territory is the United States and for UK English the Territory is the United Kingdom. A complete listing of the localized languages versions of the Software and Service, and the associated Territory are listed on the third party vendor websites which provide the speech synthesis and speech recognition engines accessed by Service, which may be updated from time to time by third party vendors;
1.12 "Update" shall mean a release of the Software that contains error corrections and/or minor functional enhancements;
1.13 "LICENSOR" shall mean SPEECH TILES or a third party owner of the Licensed Trademarks or technologies that SPEECH TILES packages and frameworks, includes and uses in its Software or Service to execute conversational voice flow interfaces for programs, or other technologies and services;
2.1 Commercial Use. LICENSEE must engage SPEECH TILES with intent to use SPEECH TILES's Software or Service for Commercial use or in a Commercial application. An End User Licensing Agreement (EULA) for Commercial use, including but not limited to the payment of fees, if any, must be reached and signed by both SPEECH TILES and LICENSEE for SPEECH TILES to grant LICENSEE non-exclusive, non-transferable license right to utilize Software and Service for Commercial use or in Commercial applications. LICENSEE is forebidden to use or access Software or Service for Commercial purposes unless an EULA for Commercial use is reached with MEEMZE and both LICENSEE and MEEMCEE have signed the agreement for Commercial use.
2.2 Software. If an End User Licensing Agreement (EULA) for Commercial use is reached and signed by both SPEECH TILES and LICENSEE, and if Software is made available, subject to the terms of this Agreement, including but not limited to the payment of fees, if any, SPEECH TILES hereby grants to LICENSEE during the Term, and LICENSEE hereby accepts, the non-exclusive, non-transferable license right in the Territory:
(a) to download and use the Software and Documentation internally for the sole and limited purpose of developing the LICENSEE Product to install on a Device in order to enable the use of the Service;
(b) to use, display, reproduce, copy and distribute the Software as part of the LICENSEE Product, either directly or through Resellers, to End Users to install on a Device in order to access the Service; and
(c) to use the Software and Documentation in order to provide support to End Users.
LICENSEE acknowledges and agrees that the foregoing grant of rights may be further limited based on LICENSEE's subscription to the Speech Tiles Developer Program.
Notwithstanding anything to the contrary, this Agreement and the license grants provided herein do not permit the LICENSEE to sublicense, embed or otherwise make available the Software or the Service to any third party application or product, including but not limited to any third party application or product that may be included in a LICENSEE Product or Device, or within a product that is subsequently embedded or otherwise included in another third party product.
2.3 Service. SPEECH TILES hereby grants to LICENSEE during the Term, and LICENSEE hereby accepts, a non-exclusive, non-transferable right in the Territory:
(a) to permit End Users access to the Service via the LICENSEE Product on a Device;
(b) to use the Service in order to provide support to End Users.
2.4 Service Availability Restriction. LICENSEE shall have the right to offer and make available the LICENSEE Product only in the Territory.
2.5 Acknowledgement of Proprietary Rights; Restrictions. SPEECH TILES retains all right, title, and interest in and to the original, and any copies, of the Software, Service and Documentation, including, but not limited to, all patent, copyright, trade secret, trademark and other intellectual property rights associated therewith. LICENSEE has no ownership interest in the Software, Service or Documentation or any copies thereof. LICENSEE'S rights in the Software, Service, Documentation and any and all copies thereof are limited to the rights licensed under this Agreement and are subject to all of the terms and conditions in this Agreement. Without limiting the generality of the foregoing, LICENSEE will not itself, or through any parent, subsidiary, affiliate, agent or other third party: (a) access the Service with software or means other than the Software or Access Method; (b) submit any automated or recorded requests to the Service except through an Access Method, unless otherwise approved in writing by SPEECH TILES; (c) modify, port, translate, or create derivative works of the Software, Access Method, or Service; (d) decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying ideas, or algorithms of the Software, Access Method, or Service by any means; (e) sell, lease, license, sublicense, copy, market or distribute the Software, Access Method, or the Service, except as expressly permitted in this Agreement, (f) remove any proprietary notices, labels or marks from the Software, Access Method, or Service; or (g) release to a third party the results of any benchmark testing of Software, Access Method, or Service. In no event shall anything in this Agreement or in SPEECH TILES's conduct or course of dealing convey any license, by implication, estoppel or otherwise, under any patent, copyright, trademark or other intellectual property right not explicitly licensed. This Agreement grants licenses to the Software, Service and Documentation only as set forth in Sections 2.1 and 2.2 above. This Agreement grants a license to SPEECH TILES's patent rights only to the extent that such patent rights specifically cover inventions embodied in the Software and Service as such. All rights not expressly granted to LICENSEE under this Agreement are reserved by SPEECH TILES and/or its licensors.
2.6 Third Party Software. The Software and Service may contain a copy of the CMU Sphinx, Pocket Sphinx, CMU Flite, Flite+HTS, Apple Speech framework, Apple Speech Synthesis Framework, WebRTC project or FFmpeg project and codecs in executable form. You acknowledge that use of these exceutables through Software and Service are subject to the conditions and disclaimers listed in the corresponding license found at each of these product websites.
3. LICENSEE RIGHTS AND OBLIGATIONS
3.1 Promotion of LICENSEE Product. LICENSEE shall use commercially reasonable efforts to market and solicit the licensing of the LICENSEE Product, and shall represent the LICENSEE Product accurately and fairly.
3.2 Appointment of Resellers. LICENSEE may appoint Resellers to distribute the LICENSEE Product to End Users; provided, LICENSEE maintains a written agreement with the Reseller that incorporates terms reasonably calculated to safeguard SPEECH TILES'S rights in the Service as provided in this Agreement. LICENSEE shall be fully responsible for all obligations hereunder arising in connection with such Reseller's use of the Service, and shall be liable for any act or omission by such Reseller which, if performed or omitted by LICENSEE, would be a breach of this Agreement.
3.3 Other Obligations. LICENSEE shall also:
(a) maintain facilities and staff reasonably necessary to market, sell and support the Service;
(b) set a unique Application Bundle ID and a SPEECH TILES provided 64byte AppBundleKey in the LICENSEE Product before connection to the Service is accepted. LICENSEE shall keep AppBundleKey private. LICENSEE shall not share, disclose, sell, lease, license, sublicense, copy, market or distribute the AppBundeKey. SPEECH TILES reserves the right to deny connection attempts to the Service where LICENSEE does not set the correct reporting identifiers or if SPEECH TILES suspects SERVICE use by other than LICENSEE.
(c) provide Level 1 Support as defined in Exhibit A;
(d) enter into (or insure that its Resellers enter into) enforceable agreements with End Users which contain the minimum terms set forth in Exhibit B, prior to providing the LICENSEE Product to an End User and making the Service available to such End User; and
(e) use commercially reasonable efforts to enforce the terms of its agreements with Resellers and End Users, notify SPEECH TILES of any material breach of any agreement with a Reseller or End User that involves use or misuse of the Service, and give SPEECH TILES all reasonable assistance in connection with any proceedings that SPEECH TILES may institute related to such breach.
4. FEES.
4.1 Fees. In consideration for the license rights granted in Section 2, LICENSEE shall pay the fees, if any, for the Service based on LICENSEE's agreed upon and signed EULA with SPEECH TILES. LICENSEE acknowledges that such fees may be prepayment for the Service, are non-refundable, and that once such fees are exhausted based on LICENSEE and its End Users use of the Service, SPEECH TILES shall have no obligation to provide the Service to LICENSEE and its End Users.
4.2 Taxes. LICENSEE shall be solely responsible for all sales, use, excise, import duty, export tax, VAT or similar tax or assessment (exclusive of taxes on SPEECH TILES's net income) arising from or measured by amounts paid to SPEECH TILES under this Agreement.
5. SUPPORT
5.1 Support. In the event that LICENSEE'S subscription in the Speech Tiles Developer Program includes Support, SPEECH TILES shall provide Support to LICENSEE as described in Exhibit A.
5.2 Service Level. In the event that LICENSEE'S subscription in the Speech Tiles Developer Program includes Support, SPEECH TILES shall use commercially reasonable efforts to provide the Service in accordance with the service level performance standards described in Exhibit A ("SLA"). The SLA shall apply to commercial deployments only and not to evaluation, optimization, pilots or other similar trial deployments. SPEECH TILES shall not be liable for any failure to meet the availability requirements of the SLA, which results from failure of network connections, equipment, services or technology supplied to SPEECH TILES by LICENSEE, or other exclusions as more fully set forth in the SLA. Scheduled maintenance events do not count against the SLA.
6. WARRANTY
6.1 LICENSEE acknowledges that this Agreement provides for ongoing services. Accordingly, in lieu of a warranty, SPEECH TILES provides the SLA to LICENSEE as set forth in Exhibit. A.
6.2 SPEECH TILES shall undertake industry standard measures to protect the security of the Service and the security of LICENSEE data.
6.3 SPEECH TILES DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONFIDENTIALITY OR SECURITY OF ANY DATA TRANSMISSION, AND NON-INFRINGEMENT. SPEECH TILES DOES NOT WARRANT THAT THE SOFTWARE AND/OR SERVICE WILL MEET YOUR NEEDS, EXPECTATIONS OR INTENDED USE OR THAT THE SOFTWARE AND/OR SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE.
6.4 Internet Connections.SPEECH TILES does not and cannot control infrastructure outside of the Service. LICENSEE acknowledges that the actions or inactions of third parties can impair or disrupt LICENSEE's connections to the internet (or portions thereof) and/or to the telecommunications networks (or portions thereof). Although SPEECH TILES will use commercially reasonable efforts to take all actions it deems appropriate to remedy and avoid such events, SPEECH TILES cannot guarantee that such events will not occur. Accordingly, SPEECH TILES disclaims any and all liability resulting from or related to such events.
6.5 Misuse of Service. If SPEECH TILES determines that disruptions to the Service are being caused by LICENSEE or its End Users, or if SPEECH TILES has reasonable grounds to believe that a)unlawful activities are occurring, or b)LICENSEE has misrepresented the LICENSEE Product in any way, SPEECH TILES may suspend the Service immediately. SPEECH TILES will use commercially reasonable efforts to promptly notify LICENSEE of such suspension and will cooperate with LICENSEE to resolve the issue.
7. LIMITATION OF LIABILITY; DISCLAIMER OF DAMAGES
7.1 Limitation of Liability. SPEECH TILES's total aggregate liability to LICENSEE, Resellers, and End Users for any and all claims arising under or in connection with this Agreement, regardless of the form of action, will not exceed the aggregate fees actually paid to SPEECH TILES during the one year period preceding such claim. SPEECH TILES's limitation of liability is cumulative with all LICENSEE'S payments during such one-year period being aggregated to determine satisfaction of the limit. The existence of more than one claim shall not enlarge or extend the limit.
7.2 NO CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL SPEECH TILES BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUES AND LOSS OF PROFITS, EVEN IF SPEECH TILES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8. TERM AND TERMINATION
8.1 Term.
(a) Free Services. This Agreement commences upon LICENSEE's acceptance of the terms and conditions of this Agreement and shall expire upon termination ("Term"). Speech Tiles may terminate this Agreement and the license granted hereunder at any time in its sole discretion, without cause, by notifying you that the Service has been terminated.
(b) Paid Services. This Agreement commences and expires under the terms of the EULA between SPEECH TILES and Licensee. After agreement expires, LICENSEE acknowledges and agrees that it shall not be entitled to any refunds.
8.2 Termination. This Agreement, and all rights and licenses, may be terminated by SPEECH TILES upon written notice, as follows:
(a) if LICENSEE violates Section 2;
(b) if LICENSEE commits a material breach of this Agreement and fails to cure such breach within thirty (30) days after notice of the breach, if such breach is curable;
(c) if LICENSEE ceases doing business as a result of dissolution, liquidation, or other causes; or
(d) if LICENSEE engages in any misleading, fraudulent, improper, unlawful, or dishonest act, including but not limited to, misrepresenting the nature of the LICENSEE Product or the Services hereunder.
8.3 Effect of Expiration or Termination. Upon termination or expiration of this Agreement, LICENSEE'S rights under Section 2 shall terminate and LICENSEE shall immediately: (a) cease use of the Software (in any form) and Service; (b) cease distribution of the LICENSEE Product, including by Resellers; (c) destroy all copies of the Software; and (d) pay any outstanding amounts due to SPEECH TILES hereunder.
8.4 Survival. It is hereby agreed that the rights and obligations of the parties hereto contained in Sections 2.5, 4, 7.3, 9, 10, 11, 12, 13 and 15 shall survive and continue after any termination or cancellation of this Agreement and shall bind the parties, their successors, their assigns and their legal representatives.
9.1 LICENSEE warrants that it has obtained the necessary consents under all applicable laws and regulations to: (a) provide End User voice utterances obtained through the LICENSEE Product to LICENSOR such that LICENSOR shall be authorized to process those voice utterances; and (b) ensure that any such personal data included with such voice utterances is processed and disclosed fairly and lawfully by LICENSEE when supplying or disclosing personal data to LICENSOR.
9.2 LICENSEE acknowledges and agrees that: (a) the voice utterances obtained through the LICENSEE Product are being received by LICENSOR and the converted text messages are being returned to End Users under LICENSEE's control; (b) LICENSOR is processing such voice utterances as LICENSEE directs LICENSOR to do so; and (c) to the extent that personal data are being processed by LICENSOR as part of the SPEECH TILES Service, LICENSEE is the data controller and LICENSOR is the data processor. LICENSEE shall indemnify and hold LICENSOR harmless against any claim from an End User based on a lack of consent to carry out the activities set forth in this Section 9.
9.3 LICENSEE acknowledges and consents that in delivering the Services, LICENSOR may arrange to process and/or transfer the Speech and Vocie Flow Data, including any personal data (which includes the contents of messages submitted for processing), to the United States and/or other countries for storage, processing and use by LICENSOR and its third party partners, as permitted below. LICENSOR will be responsible to take such steps as are necessary so that such data export is undertaken in a manner that complies with all applicable laws and regulations.
9.4 Licensee agrees that the Software or Access Method will not be used to collect personal data from children under the age of 16.
10. AUDIO FILES, SPEECH DATA AND VOICE FLOW DATA
10.1 Notwithstanding anything to the contrary, the parties acknowledge and agree that
(a) In the event that LICENSEE generates audio files through the use of the SPEECH TILES Software, LICENSEE may only use such audio files for internal quality control and auditing purposes solely with respect to the LICENSEE Product, and not for commercial use; and
(b) SPEECH TILES retains ownership of Speech and Voice Flow Data (as defined below), and may only use the Speech and Voice Flow Data to train, tune, enhance and improve the voice flow, interactive voice response, conversational, virtual agent and other components of its Software and Service. SPEECH TILES may only provide access to Speech Data to third parties acting under the direction of SPEECH TILES in order to fulfill the foregoing use of the Speech and Voice Flow Data, pursuant to confidentiality agreements. "Speech and Voice Flow Data" means the audio files, associated transcripts, Voice Flow processing data, Voice Flow tracking data and log files generated in connection with the LICENSEE Product's use of the Service.
10.2 LICENSEE acknowledges and consents that in delivering the Services:
a) LICENSOR may collect and use Performance and Usage Data and Customer Content to check compliance with contractual Software usage limits; track Software features and services used by Customer; monitor the performance, integrity and stability of the Software or Service; address or prevent technical or security issues; provide support Services; and improve the Software and/or Service. Speech Tiles will not otherwise access, use or process Customer Content except as necessary to provide the Service.
b) LICENSOR may use de-identified, anonymized and aggregated Performance and Usage Data to analyze, improve and develop the Software and/or Service, such as the detection of new security threats.
c) LICENSOR and its service providers may use de-identified, anonymized and aggregated Performance and Usage Data and Customer Content during and after the term of this Agreement for any purpose so long as the data or content does not identify Customer or any individual, including Users.
10.3 In the event that Speech and Voice Flow Data consists of or contains personal data, LICENSEE shall obtain from the End Users the necessary consents in order to allow SPEECH TILES to use that Speech Data in accordance with Section 10. LICENSEE shall hold SPEECH TILES harmless against any claim from an End User based on a lack of consent to carry out the activities set out in Section 10.1.
11. CONFIDENTIAL INFORMATION
11.1 Definition."Confidential Information" shall mean (a) the Software, the Access Method, and the Service; (b) any information conveyed in written, graphic, machine-readable, or other tangible form, provided that such information is conspicuously marked or designated as confidential or proprietary; (c) any information conveyed orally or electronically where such information is either designated as confidential or proprietary at the time of such oral or electronic disclosure or designated, in writing, as confidential or proprietary within thirty (30) calendar days of such oral or electronic disclosure; or (d) any information that ought, in good faith, to be treated as confidential given its nature and/or the circumstances of its disclosure. Notwithstanding the above, information shall not be deemed Confidential Information to the extent that it (i) was generally known and available in the public domain at the time it was disclosed or subsequently becomes generally known and available in the public domain through no fault of the recipient; (ii) was rightfully known to the recipient at the time of disclosure and as proven by reasonable evidence; (iii) is disclosed with the prior written approval of the disclosing party; (iv) was independently developed by the recipient without any use of the Confidential Information of the disclosing party; or (v) becomes known to the recipient from a source other than the disclosing party without breach of this Agreement and as proven by reasonable evidence. The obligation not to use or disclose Confidential Information will remain in effect until one of these exceptions occurs. Nothing in this Section 13 shall extend or otherwise amend or modify any license granted in this Agreement.
11.2 No Disclosure. Each party agrees not to disclose any Confidential Information transferred to it by the other party. Notwithstanding the immediately preceding sentence, SPEECH TILES may disclose Confidential Information to its contractors who are bound by written obligations of confidentiality substantially similar to and, in any event, no less stringent than those set out in this Section 13 and who have a need to know to carry out the purposes of this Agreement. Each party shall protect the other's Confidential Information from unauthorized dissemination and use and shall use the same degree of care that such party uses to protect its own like information but such party must use at least the degree of care that is reasonable under the circumstances. Neither party will use the other party's Confidential Information for purposes other than those necessary to directly further the purposes of this Agreement. Neither party will disclose to third parties the other's Confidential Information without the prior written consent of the other party. Except as expressly provided in this Agreement, no ownership or license rights are granted in any Confidential Information. Nothing in this Section 13 will restrict either party's use of its own Confidential Information in any way.
11.3 This Agreement. Each party agrees that the terms and conditions, and this Agreement itself, shall be considered Confidential Information, except as expressly otherwise stated in this Agreement; provided, however, that either party may reveal the contents of this Agreement to auditors or other professionals with a need to know in connection with such parties' efforts to obtain financing, comply with legal or regulatory requirements or negotiate a merger, acquisition, or sale of substantially all the assets of such party's business. Any disclosure of the contents of this Agreement to auditors or other professionals pursuant to the immediately preceding proviso shall only be made pursuant to an appropriate confidentiality agreement.
12.1 Press Releases. LICENSEE may issue press releases regarding the Service and/or the LICENSEE Product; provided, LICENSEE provides brand attribution to SPEECH TILES in such press release. SPEECH TILES may issue press releases regarding LICENSEE and its use of the Service. All of LICENSEE'S press releases with respect to the Service will refer to SPEECH TILES and will identify the Service.
12.2 Display of Licensed Trademarks. LICENSEE shall display one or more of the Licensed Trademarks, during the Term of the Agreement, within the LICENSEE Product and associated documentation, as specified on the Speech Tiles Mobile Developer Program website, located at https://www.SpeechTiles.com/developer. LICENSEE shall comply with the provisions of this Section 12 in the use of a Licensed Trademark.
12.3 Restrictions. Licensed Trademarks shall never be used without the appropriate trademark symbol ("®" or "™"). If any Licensed Trademarks are used in text, they shall appear with the noun they modify (e.g., "Speech Tiles ® software"). All LICENSEE material which bears a Licensed Trademark shall bear legends substantially similar to the following:
"[Licensed Trademark] is a trademark of Speech Tiles, LLC. and/or its licensors and is used under license"; or, where appropriate:
"[Licensed Trademark] is a registered trademark of Speech Tiles, LLC. and/or its licensors and is used under license."
12.4 No Alteration. LICENSEE agrees that it will not alter, modify, dilute or otherwise misuse the Licensed Trademarks or bring them into disrepute. LICENSEE also agrees not to use any other trademark, service mark, trade name, logo, symbol or device (collectively, "Mark") in combination with the Licensed Trademarks. LICENSEE agrees not to adopt or use any Mark that is similar to any Licensed Trademark in appearance, meaning, pronunciation, or overall commercial impression.
12.5 Use Inures to SPEECH TILES. All uses of the Licensed Trademarks shall inure to the benefit of SPEECH TILES. LICENSEE acknowledges that all of the Licensed Trademarks are valid, distinctive and entitled to protection and waives the right to challenge such validity and status. LICENSEE acknowledges that SPEECH TILES or its suppliers(s) is (are) the owner(s) of the Licensed Trademarks.
12.6 Quality Control. SPEECH TILES reserves the right to exercise quality control over the use of its Licensed Trademarks and over the products, services and materials licensed, provided or distributed under or in connection with its Licensed Trademarks. If LICENSEE uses any Licensed Trademarks, LICENSEE shall provide SPEECH TILES with representative samples of all packaging, advertising, marketing, publicity and promotional materials and user documentation related to the Service that display the Licensed Trademarks at least thirty (30) business days before first releasing any such materials, and thereafter, if there is substantial deviation from previously approved materials, or at SPEECH TILES's reasonable request. SPEECH TILES shall have the right to require, at its discretion, the correction or deletion of any errors or inaccuracies in or on such materials. LICENSEE shall not distribute any LICENSEE Product or materials that use Licensed Trademarks unless and until such LICENSEE Product and materials have been approved by SPEECH TILES in writing. If SPEECH TILES determines, in its discretion, that either any such materials do not meet its standards of quality, SPEECH TILES shall have the right to prohibit LICENSEE'S use of the Licensed Trademarks.
Any trademark license granted pursuant to this Section 12 shall terminate upon termination of this Agreement
12.7 Third Party Trademarks. Third-party trademarks, trade names, product names and logos (the "Trademarks") contained in or used by the Software or Service are the trademarks or registered trademarks of their respective owners, and the use of such Trademarks shall inure to the benefit of the trademark owner. The use of such Trademarks is intended to denote interoperability and does not constitute: (i) an affiliation by SPEECH TILES with such company, or (ii) an endorsement or approval of such company of SPEECH TILES and its products or services.
13. MISCELLANEOUS
13.1 Assignment. LICENSEE may not assign its rights or obligations under this Agreement, by operation of law, merger, or any other means without SPEECH TILES's prior written consent; any attempted assignment without such consent will be null and void.
13.2 Force Majeure. Nonperformance of either party shall be excused to the extent that performance is rendered impossible by strike, fire, flood, acts of God, governmental acts or orders or restrictions, act of terrorism, war, or any other reason where failure to perform is beyond the reasonable control of the non-performing party and not due to its fault or negligence.
13.3 Foreign Corrupt Practices Act. LICENSEE acknowledges that it is familiar with and understands the provisions of the U.S. Foreign Corrupt Practices Act ("the FCPA") and agrees to comply with its terms as well as any provisions of local law and the LICENSEE's corporate policy and procedures related thereto. LICENSEE further understands that the FCPA prohibits the payment or giving of anything of value, either directly or indirectly, to an official of a government or political party for the purpose of influencing an act or decision in his or her official capacity or inducing the official to use his or her party's influence with that government, to obtain or retain business involving products. LICENSEE agrees to not violate or knowingly let a third party working on behalf of the LICENSEE violate the FCPA. Upon the SPEECH TILES's request, LICENSEE agrees to provide the SPEECH TILES with written certifications of LICENSEE's FCPA compliance. LICENSEE shall comply with all applicable laws or regulations in all countries in which LICENSEE conducts business. The fact that in some countries certain laws prohibiting particular conduct are not enforced in practice, or that violation is not subject to public criticism or censure, will not excuse noncompliance with those laws.
13.4 Notices. All notices under this Agreement shall be sent in writing to the notice address set out on the first page of this Agreement. All such notices shall be deemed to be received by the other party three (3) business days after the postal date or on the date of signature of the receipt of delivery by a courier mail company, whichever is the earlier.
13.5 Relationship Between the Parties. In making and performing this Agreement, the parties act and shall act at all times as independent contractors and nothing contained in this Agreement shall be construed or implied to create the relationship of partner or of employer and employees between the parties. At no time shall either party make commitments for or in the name of the other party.
13.6 Governing Law. This Agreement shall be governed exclusively by and construed according to United States of America law excluding the United Nations Convention on Contracts for the International Sale of Goods. The official text of the Agreement and any Exhibit hereto or any notices given on accounts or statements required hereby shall be in English. Any and all disputes between Speech Tiles and LICENSEE will be submitted to the competent court in State of WYOMING, United States of America.
13.7 Injunctive Relief. Each party acknowledges that any use or disclosure of the Confidential Information of the other in a manner inconsistent with this Agreement or any infringement of SPEECH TILES's intellectual property right will cause irreparable damage for which remedies other than injunctive relief are inadequate. The receiving party or infringing party agrees that in any request by the disclosing party or the infringed party to a court of competent jurisdiction for injunctive or other equitable relief seeking to restrain such use or disclosure, such party will not maintain that such remedy is not appropriate under the circumstances.
13.8 Export Controls. LICENSEE agrees and certifies that neither the LICENSEE Product, nor the Service or any other technical data received from SPEECH TILES, nor the direct product thereof, will be exported or re-exported outside the United States except as authorized and as permitted by the laws and regulations of the United States.
13.9 Partial Invalidity; Waiver. If any provision of this Agreement shall be declared void, illegal, or unenforceable, the remainder of this Agreement shall be valid and enforceable to the extent permitted by applicable law, provided that the intent of the parties is not materially impaired. The parties shall use their best efforts to replace the invalid or unenforceable provision with a provision that, to the extent permitted by applicable law, achieves the purposes intended under the invalid or unenforceable provision. No failure of either party to exercise any power or right hereunder or to insist upon strict compliance with the terms of this Agreement, and no custom or practice of the parties at variance with the terms hereof, shall constitute a waiver of either party's right to demand exact compliance with the terms of this Agreement.
13.10 Entire Agreement; Amendments. This Agreement sets forth and shall constitute the entire agreement between LICENSEE and SPEECH TILES with respect to the subject matter herein, and shall supersede any and all prior agreements, understandings, promises and representations made by one party to the other concerning the subject matter herein and the terms and conditions applicable thereto. Nothing contained in any purchase order LICENSEE may submit will modify or add to the terms of this Agreement. This Agreement may not be released, discharged, supplemented, interpreted, amended, or modified in any manner except by an instrument in writing signed by a duly authorized officer or representative of each of the parties hereto.
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EXHIBIT A
MINIMUM END USER TERMS OF SERVICE
LICENSEE shall include and shall obligate Resellers to include the following minimum terms in agreements with End Users:
LICENSEE (or Reseller) grants to End User a non-exclusive, non-transferable right and license to use the Software, as incorporated in to the LICENSEE Product, for the sole and limited purpose of accessing the Service.
2. PROPRIETARY RIGHTS; RESTRICTIONS
End User acknowledges that LICENSEE and its licensors retain all right, title and interest in and to the original, and any copies, of Software which is incorporated into the LICENSEE Product, and to the Service. Without limiting the generality of the foregoing, End User agrees not to: (a) submit any automated or recorded queries to the Service unless otherwise approved in writing by LICENSEE and its licensors; (b) use the Service for commercial use; (c) access the Service with software or means other than the Software; (d) copy, reproduce, distribute, or in any other manner duplicate the Software, in whole or in part; (e) sell, lease, license, sublicense, distribute, assign, transfer or otherwise grant any rights in the Software or Service, in whole or in part; (f) modify, port, translate, or create derivative works of the Software; (g) decompile, disassemble, reverse engineer or otherwise attempt to derive, reconstruct, identify or discover any source code, underlying ideas, or algorithms, of the Software or Service by any means; (h) remove any proprietary notices, labels or marks from the Software; (i) use the Service for purposes of comparison with or benchmarking against products or services made available by third parties; or (j) knowingly take any action that would cause any LICENSEE Product or Software to be placed in the public domain.
The Software and Service may contain a copy of the CMU Sphinx, Pocket Sphinx, CMU Flite, Flite+HTS, Apple Speech framework, Apple Speech Synthesis Framework, WebRTC project or FFmpeg project and codecs in executable form. You acknowledge that use of these exceutables through Software and Service are subject to the conditions and disclaimers listed in the corresponding license found at each of these product websites.
LICENSEE AND ITS LICENSORS TOTAL LIABILITY TO END USER FOR ANY CLAIM ARISING UNDER THIS AGREEMENT OR OTHERWISE ARISING FROM THE TRANSACTIONS CONTEMPLATED HEREIN, REGARDLESS OF THE FORM OF ACTION WILL NOT EXCEED AGGREGATE FEES ACTUALLY PAID TO LICENSEE DURING THE ONE YEAR PERIOD PRECEDING SUCH CLAIM.
IN NO EVENT SHALL LICENSEE OR ITS LICENSORS BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OR REVENUES AND LOSS OF PROFITS, EVEN IF LICENSEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Third-party trademarks, trade names, product names and logos (the "Trademarks") contained in or used by the Software, Access Methods, or Service are the trademarks or registered trademarks of their respective owners, and the use of such Trademarks shall inure to the benefit of the trademark owner. The use of such Trademarks is intended to denote interoperability and does not constitute: (i) an affiliation by LICENSEE and its licensors with such company, or (ii) an endorsement or approval of such company of LICENSEE and its licensors and its products or services.
LICENSEE and/or its licensors acknowledge that as part of the Service:
a) Speech Tiles may collect and use Performance and Usage Data and Customer Content to check compliance with contractual Software usage limits; track Software features and services used by Customer; monitor the performance, integrity and stability of the Software or Service; address or prevent technical or security issues; provide support Services; and improve the Software and/or Service. Speech Tiles will not otherwise access, use or process Customer Content except as necessary to provide the Service. b) Speech Tiles may use de-identified, anonymized and aggregated Performance and Usage Data to analyze, improve and develop the Software and/or Service, such as the detection of new security threats. c) Speech Tiles and its service providers may use de-identified, anonymized and aggregated Performance and Usage Data and Customer Content during and after the term of this Agreement for any purpose so long as the data or content does not identify Customer or any individual, including Users.
(a) SPEECH AND VOICE FLOW DATA. As part of the Service, LICENSEE and/or its licensors collects and uses Speech and Voice Flow Data, as defined below, to tune, enhance and improve the voice flow, interactive voice response, conversational, virtual agent and other components of the Service, and other services and products. In accepting the terms and conditions of this Agreement, End User acknowledge, consent and agree that LICENSEE and/or its licensors may collect the Speech and Voice Flow Data as part of the Service and that such information shall only be used by LICENSEE and/or its licensors or third parties acting under the direction of LICENSEE and/or its licensors, pursuant to confidentiality agreements, to tune, enhance and improve the voice flow, interactive voice response, conversational, virtual agent and other components of the Service, and other services and products. LICENSEE and/or its licensors will not use the information elements in any Speech and Voice FLow Data for any purpose except as set forth above. "Speech and Voice Flow Data" means the audio files, associated transcripts, Voice Flow processing data, Voice Flow tracking data and log files generated in connection with the LICENSEE Product's use of the Service.
(b) Any and all information that End User provide will remain confidential and may be disclosed by LICENSEE and its licensors, if so required, to meet legal or regulatory requirements, such as under a court order or to a government institution if required or authorized by law, or in the event of a sale, merger or acquisition to another entity by LICENSEE or its licensors.