VOICEMOD - END USER LICENCE AGREEMENT
This End User Licence Agreement is provide by VOICEMOD, S.L. incorporated and registered in Spain with company number B98657844 whose registered office is at 10, C/ Obispo Don Jeronimo - Ground Fl. 46003 – Valencia (Spain) (“Voicemod”, “us”, “we”, “our”).
We provide voice modulation or sound playback services, through algorithms and software services (“Voicemod Technology”) including audiovisual content/content services (“Voicemod Content”), which we make available to games developers through our software development kit (“VSDK”), allowing you to deploy, embed and access the Voicemod Technology and Voicemod Content.
Please read this End User Licence Agreement (“EULA”) carefully. This EULA sets out the terms and conditions governing the use of the VSDK.
By clicking “I Agree”, or proceeding with the download, access, and/or use of the VSDK, you:
acknowledge that you have read, understand, and agree to be bound by all of the terms and conditions of this EULA;
represent that you have the authority to enter into this EULA (including all of the terms and conditions specified or referenced below), on behalf of the entity or person in respect of whom the VSDK was obtained (such entity or person, “End User”), and to bind End User to the terms of this EULA; and
agree that the End User is entering into this EULA with Voicemod, and “you” shall be construed accordingly.
If you do not agree with all of the terms and conditions of this EULA, or do not have authority to accept this EULA on behalf of the End User and/or to bind the End User to the terms hereof, do not click “I Agree”, or download or use the VSDK.
If you would like to contact us for any reason in connection with the VSDK, please contact us at firstname.lastname@example.org.
2 USE OF THE VOICEMOD TECHNOLOGY, VOICEMOD CONTENT AND VSDK
In consideration of the fees paid by you in relation to your use of the VSDK, we grant you a non-exclusive, non-transferable, non-sublicensable, fully paid-up, royalty free licence to use the VSDK and a non-exclusive, non-transferable, fully paid-up, royalty free right to access the Voicemod Technology via the VSDK, with the right to make available the Voicemod Technology and Voicemod Content to your end users for the duration of this EULA.
When using the VSDK, you shall not:
use the VSDK and/or the Voicemod Technology to create any software whose expression is substantially similar to that of the VSDK and/or the Voicemod Technology nor use such information in any manner which would be restricted by any copyright subsisting in it;
sub-licence, assign or novate the benefit or burden of this EULA in whole or in part save as for permitted by Clause 2.1;
allow the VSDK and/or the Voicemod Technology to become the subject of any charge, lien or encumbrance;
access, store, distribute or transmit any viruses, or any material or otherwise act in a way, during the course of its use of the VSDK, Voicemod Technology and/or Voicemod Content that: is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; promotes unlawful violence; is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; tries to gain unauthorized access to or disrupt any service, device, data, account or network; or is otherwise illegal or causes damage or injury to any person or property;
damage, misuse, overload or degrade the VSDK or the Voicemod services;
try to access or modify restricted areas of our computer systems or those of third parties;
other than as expressly permitted by applicable law and/or solely to the extent strictly necessary to exercise its rights under this EULA, reverse engineer, decompile, disassemble, reproduce, translate, modify, version, market, duplicate, transform, eliminate or transmit source codes or object codes to a private individual or legal entity, partially or entirely, through any means, whether it be mechanical, magnetic, or any other means, in respect of the VSDK or Voicemod Technology in whole or in part without our prior express written consent;
use the VSDK or Voicemod Technology for integrating the technology in software applications that are or may be considered unlawful or immoral or that may harm our image;
modify or try to modify the VSDK or Voicemod Technology in any way or hinder our ability to gather and/or otherwise use the Voicemod Data (as defined in Clause 10.2); or
deal in any other manner with any or all of its rights and obligations under this EULA.
keep a complete and accurate record of your disclosure and general use of the VSDK and/or the Voicemod Technology and your end users, and produce such record to us on request from time to time;
allow and assist Voicemod in monitoring such usage (described above), and other diagnostic information, in anonymised form;
notify us as soon as you becomes aware of any unauthorized use of the VSDK and/or the Voicemod Technology by any person; and
pay, for broadening the scope of the licences and/or rights granted under this EULA to cover any unauthorized use, an amount equal to the fees which we would have levied (in accordance with its normal commercial terms then current) had it licensed or otherwise permitted any such unauthorised use on the date when such use commenced.
You shall permit us to inspect and have access to any records kept in connection with this EULA, for the purposes of ensuring that you are complying with the terms of this EULA, provided that we give you reasonable advance notice of such inspections, which shall take place at reasonable times.
Unless agreed otherwise by us, you shall, prior to making the VSDK and Voicemod Technology available to your end users, add reference to Voicemod in the relevant user interface in the format set out at the end of this EULA.
Without affecting our other rights or remedies, we reserve the right to suspend your access to or use of the VSDK and/or Voicemod Technology without notice in the event that you breach, or we reasonably determine that you have breached, applicable law and/or this Clause 2. To the extent remediable, we shall promptly withdraw such suspension when you have remedied the applicable breach.
We may at any time sub-licence, assign, novate, charge or deal in any other manner with any or all of our rights and obligations under this EULA.
3 MAINTENANCE RELEASES, TECHNICAL SUPPORT AND ADDITIONAL CONTENT
We will use reasonable endeavours to provide you with any maintenance releases generally made available to our customers. You agree to install all maintenance releases as soon as reasonably practicable once recieved. We do not guarantee that the VSDK will always be available or that it will be updated. You understand that we may suspend, restrict access to or discontinue the VSDK or make changes to the VSDK at any time for any reason or no reason without notice or liability to you.
We may also provide technical support for the use of the VSDK and/or Voicemod Technology in accordance with our then current service level agreement. We reserve the right to charge for any technical support in excess of the service levels set out in our then current service level agreement in accordance with our then current rate card.
We may provide additional Voicemod Content from time to time via the VSDK which may be subject to additional charges.
Each party shall, during the term of this agreement and thereafter, keep confidential all, and shall not use for its own purposes (other than implementation of this agreement) nor without the prior written consent of the other disclose to any third party (except its professional advisors or as may be required by any law or any legal or regulatory authority) any, information of a confidential nature (including trade secrets, know-how and information of commercial value) which may become known to such party from the other party and which relates to the other party, unless that information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this agreement, or subsequently comes lawfully into the possession of such party from a third party. Each party shall use best endeavours to prevent the unauthorised disclosure of any such information.
Neither party shall export, directly or indirectly, any technical data acquired from the other party under this EULA (or any products, including software, incorporating any such data) in breach of any applicable laws or regulations (Export Control Laws), to any country for which the government or any agency thereof at the time of export requires an export licence or other governmental approval without first obtaining such licence or approval.
We warrant that we shall perform the services with reasonable care and skill. We do not warrant that the use of the VSDK and Voicemod Technology will be uninterrupted or error-free.
You accept responsibility for the selection of the VSDK and Voicemod Technology to achieve its intended results and acknowledge that the VSDK and/or Voicemod Technology has not been developed to meet your individual requirements. You acknowledge that any open-source software provided by us is provided “as is” and without any warranties.
All other conditions, warranties, representations or other terms which might have effect between the parties or be implied or incorporated into this EULA or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.
You shall defend and indemnify us against any/all third party claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your and your end users’ use of the VSDK, Voicemod Content, Voicemod Technology and/or your products, and in relation to the foregoing we shall: (i) give you notice of any such claim; (ii) provide reasonable cooperation to you in the defence and settlement of such claim, at your expense; and (iii) give you sole authority to defend or settle the claim.
We undertake at our own expense to defend you or, at our option, settle any claim or action brought against your alleging that the possession or use of the VSDK, Voicemod Content, and/or Voicemod Technology (or any part thereof) in accordance with the terms of this EULA infringes the intellectual property rights of a third party (“Claim”) and shall be responsible for any reasonable losses, damages, costs (including legal fees) and expenses incurred by or awarded against you as a result of or in connection with any such Claim. This Clause shall not apply where the Claim in question is attributable to:
possession or use of the VSDK, Voicemod Content, and/or Voicemod Technology (or any part thereof) by you or your end user other than in accordance with the terms of this EULA;
any open-source software incorporated or used in connection with the VSDK and/or Voicemod Technology (provided we have complied with the applicable third party licence terms thereto);
use of the VSDK, Voicemod Content, and Voicemod Technology in combination with any hardware or software not supplied by us if the infringement would have been avoided by the use of the VSDK, Voicemod Content, and/or Voicemod Technology not so combined; or
use of a non-current release of the VSDK and Voicemod Technology.
Our obligations under Clause 7.2 are conditional on you:
as soon as reasonably practicable, giving written notice of the Claim to us, specifying the nature of the Claim in reasonable detail;
not making any admission of liability, agreement or compromise in relation to the Claim without our prior written consent (such consent not to be unreasonably conditioned, withheld or delayed);
giving us and our professional advisers access at reasonable times (on reasonable prior notice) to your officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within your power or control, so as to enable us and our professional advisers to examine them and to take copies (at our expense) for the purpose of assessing the Claim; and
subject to us providing security to you to your reasonable satisfaction against any claim, liability, costs, expenses, damages or losses which may be incurred, taking such action as we may reasonably request to avoid, dispute, compromise or defend the Claim.
If any Claim is made, or in our reasonable opinion is likely to be made, against you, we may at our sole option and expense:
procure for you the right to continue to use the VSDK and/or Voicemod Technology (or any part thereof) in accordance with the terms of this EULA;
modify the VSDK and/or Voicemod Technology so that it ceases to be infringing;
replace the VSDK and/or Voicemod Technology with non-infringing software; or
terminate this EULA immediately by notice in writing to you.
8 LIMITS OF LIABILITY
Except as expressly stated in Clause 8.2:
neither party shall in any circumstances have any liability for any losses or damages which may be suffered by the other party (or any person claiming under or through that other party), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories: (a) special damage even if the party was aware of the circumstances in which such special damage could arise; (b) loss of profits; (c) loss of anticipated savings; (d) loss of business opportunity; (e) loss of goodwill; or (f) loss or corruption of data;
except in relation to the indemnity in Clause 7.1, and subject to clauses 8.1a)and 8.2, the total liability of the parties, whether in contract, tort (including negligence) or otherwise and whether in connection with this EULA shall in no circumstances exceed a sum equal to the fees paid by you for your use of the VSDK; and
you agree that, in entering into this EULA, either you did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in this EULA or (if you did rely on any representations, whether written or oral, not expressly set out in this EULA) that you shall have no remedy in respect of such representations and (in either case) we shall have no liability in any circumstances otherwise than in accordance with the express terms of this EULA.
The exclusions and limitations of liability in this EULA shall apply to the fullest extent permissible at law, but neither party excludes or limits its liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability which may not be excluded by applicable law.
9 INTELLECTUAL PROPERTY RIGHTS
You acknowledge that all intellectual property rights in the Voicemod Content, Voicemod Data (as defined in Clause 10.2), VSDK, Voicemod Technology and any maintenance releases belong and shall belong to us or the relevant third-party owners (as the case may be), and you shall have no rights in or to the Voicemod Content, Voicemod Data (as defined in Clause 10.2), VSDK, Voicemod Technology or any maintenance releases other than the right to use it in accordance with the terms of this EULA. All intellectual property rights in any of your end user’s content belongs and shall belong to your end user.
We hereby grant you a royalty-free, worldwide and non-exclusive right to use our business name and logo for the exclusive purpose of referencing us in your relevant user interface in the format set out at the end of this EULA.
10 DATA PROTECTION
In this Clause, “Data Protection Laws” means as applicable and binding on each party: (a) the EU General Data Protection Regulation, Regulation (EU) 2016/679 (EU GDPR), EU Directive 2002/58/EC (Directive on privacy and electronic communications), and/or any corresponding or equivalent national laws or regulations; and (c) any applicable laws replacing, amending, extending, re-enacting, consolidating or implementing any of the above Data Protection Laws from time to time (whether or not before or after the date of this EULA). The terms “personal data”, “personal data breach”, “process”, “controller”, “processor”, “joint controller”, “data subject”, and “supervisory authority” shall have the meanings set out in the Data Protection Laws.
You acknowledge and agree that the VSDK includes technology which enables us to collect certain data (including personal data) in connection with your end users’ use of the VSDK and Voicemod Technology, including but not limited to traffic data, VSDK usage patterns, software default data, licence verification data, and other data relating to your end users’ access and use of the VSDK and Voicemod Technology (“Voicemod Data”).
In respect of any personal data which may be processed and shared between the parties pursuant to the EULA, each party independently determines its own purposes and means of the processing of such personal data and, unless agreed otherwise between the parties, each party is an independent controller of personal data.
Each party shall ensure that it complies at all times with all obligations imposed on a controller under the Data Protection Laws in connection with the processing of personal data pursuant to this EULA.
Without prejudice to the generality of clause 10.4, each party shall:
ensure that it has all necessary notices and consents in place to enable the lawful transfer of personal data to the other party if required in connection with this EULA; and
implement appropriate technical and organisational measures to protect any such personal data against unauthorised and unlawful processing and against accidental loss, destruction, disclosure, damage or alteration, including implementing appropriate information security processes which are in line with internationally recognised industry standards.
Without affecting any other right or remedy available to it, either party may terminate this EULA with immediate effect by giving written notice to the other party if the other party commits a material breach of any other term of this EULA and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so.
Notwithstanding any other provision of this EULA, we shall be entitled to terminate this EULA at any time on written notice to you where: (a) you breach any of the terms of this EULA, (b) we deprecate or otherwise no longer provide the VSDK or any applicable software, or (c) where your usage of the VSDK is in our reasonable opinion
Termination or expiry of this EULA shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the EULA which existed at or before the date of termination or expiry.
On termination for any reason: (a) all rights granted to you under this EULA shall cease; (b) you shall cease and procure that your end users cease all activities authorised by this EULA (including but not limited to access and use of the VSDK and Voicemod Technology); (c) you shall immediately uninstall (or otherwise remove or allow us to uninstall and/or otherwise remove) and cease access to the VSDK and Voicemod Technology from your products and certify to us that you have done so.
Any provision of this EULA which expressly or by implication is intended to come into or continue in force on or after termination of this EULA.
No failure or delay by a party to exercise any right or remedy provided under this EULA or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Except as expressly provided in this EULA, the rights and remedies provided under this EULA are in addition to, and not exclusive of, any rights or remedies provided by law.
14 ENTIRE AGREEMENT
This EULA constintutes the whole agreement between the parties relating to the subject matter hereof and supersede all prior agreements, arrangements and understandings between the parties relating to that subject matter. Each party acknowledges that, in entering into this EULA, they do not rely on any statement, representation, assurance or warranty (whether it was made negligently or innocently) of any person (whether a party to this EULA or not) (“Representation”) other than as expressly set out in this EULA. Each party agrees that the only rights and remedies available to them arising out of or in connection with a Representation shall be for breach of contract as expressly provided in this EULA. Nothing in this clause shall limit or exclude any liability for fraud.
No variation of this EULA shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
If any provision or part-provision of this EULA is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this EULA. If any provision or part-provision of this EULA is deemed deleted under Clause 16 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
17 THIRD-PARTY RIGHTS
A person who is not a party to this EULA shall not have any rights to enforce any term of this EULA, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.
18 NO PARTNERSHIP OR AGENCY
Nothing in this EULA is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
19 FORCE MAJEURE
We shall not be in breach of this EULA nor liable for delay in performing, or failure to perform, any of its obligations under this EULA if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances we shall be entitled to a reasonable extension of the time for performing such obligations.
Any notice given to a party under or in connection with this EULA shall be in writing and shall be delivered by email to the address provided from time to time. Any notice shall be deemed to have been received when received. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
21 GOVERNING LAW AND JURISDICTION
This EULA and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this EULA or its subject matter or formation (including non-contractual