The website at www.vocalware.com (the "Web Site") and the Vocalware Product (as defined below) made available through the website by Oddcast, Inc.
ACCESS OR USE THE PRODUCT. Please note that we reserve the right, at our sole discretion, to revise, modify or remove portions or all of these Terms, at
"Vocalware Product" or the “Product” means the Web Site and Vocalware APIs made available to our users pursuant to these Terms for use via the World Wide
Web and all Intellectual Property pertaining thereof, including, our servers, infrastructure, computer programs, software products (including any third
party software products), databases, files and data either used to operate the Vocalware Product or incorporated therein, the system and processes, the
documentation, support material, or any other information or service made available via the Web Site, including any modifications and enhancements made
from time to time.
“Vocalware Audio” or “Audio” means any audio data generated by the Product.
"Vocalware APIs" means a collection of several programming interfaces made available under the License.
"Intellectual Property" means all of the following: (a) copyrights, including moral rights, registrations and applications for registration thereof; (b)
computer software programs, data and documentation; (c) patents, patent applications and all related continuations, divisional, reissue, utility models,
design patents, applications and registrations thereof, certificates of inventions; (d) trade secrets and confidential information, know-how, manufacturing
, system process and techniques, designs, prototypes, enhancements, improvements, work-in progress, research and development information; (e) other
proprietary rights relating to the foregoing.
LICENSE AND OTHER SERVICES.
When subscribing to use the Product, we hereby grant you a non-exclusive, non-sublicensableworldwide license to access and use the Product in conjunction
with your value-addedapplications, only when connected to the Internet in accordance with the Product’s intended use as per written instructions and
specifications (the "Vocalware License" or “License”).
Other than the rights expressly licensed hereunder to you, no other rights or interest whatsoever in the Vocalware Product are granted. Without limiting
the foregoing, you may not: (i) use the Vocalware Product not in conformity with these Terms and our other written instructions and specifications; (ii)
copy, download, store or export any Audios created - whether on to your servers, or by permanently integrating the Audio with your own media or otherwise;
the Audio may only be accessed through the Vocalware API with each audio being delivered for playback from the Product servers each time an Audio is played
(iii) create an automated telephony responses using the Vocalware Product; (iv) use the Product without including and providing added value to it beyond
the value the the Product provides; (v) use the Audio created through the Product offline, within any applications, media or otherwise; (vi) reverse
engineer or decompile, modify or revise the Vocalware Product, Audios or any part thereof, or create derivative works thereof; (vii) provide or share the
username and/or passwords assigned to you with any third party; (viii) use the Vocalware Product to perform any illegal activity or to perform any other
action that may otherwise infringe upon third party rights; (ix) use the Vocalware Product for any unlawful purpose (including, without limitations
copyright infringement) or (x) sell, rent, lease, sublicense or otherwise transfer your rights under this Agreement, the Product or portions of it.
While we own or have a right to use the underlying technology of the Product, as the case may be, you own all of the content and information that is
conveyed or transmitted via the Product (the "Content"). You further represent that you have all rights to distribute such Content, agree
to do so solely for lawful purposes and recognize that you shall be solely responsible for such Content. You expressly agree that you will not transmit or
convey any Content that: (1) is defamatory, libelous, abusive, or obscene, including, without limitation, material which encourages conduct that would
constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, federal, or international law; (2) infringes
on the copyright or any other proprietary right of anythird-party; (3) would invade the privacy of any other person; (4) contains a harmful program or
component; or (5) is otherwise inappropriate or unlawful.
You also expressly agree that you will not: (a) after receiving warning, continue to convey or transmit Content which we have advised you not to convey or
transmit; or (b) attempt to gain unauthorized access to restricted areas of the Web Site, other accounts, computer systems or networks connected to the Web
Site, through password mining or any other means.
By using the Product, you authorize us to showcase your use of the Product in any way we deem appropriate, including but not limited to our Web Site,
offline publications or press releases, in order to demonstrate how the Product is being implemented by our licensees, and to promote use and sales of the
Only reports recording your Audio usage will be provided to you as part of the License; by accessing the Product, you agree to accept such reports as the
only binding information determining usage.
TERM AND TERMINATION
The License shall commence upon your Vocalware Product registration and shall continue for as long as your subscription is in active use and Oddcast
continues to offer the Product or portions of it, unless terminated earlier.
Oddcast may terminate your license for violation of these Terms (“For Cause”). We also reserve the right to terminate your license, or discontinue offering
the Product at any time for convenience, as determined per our sole discretion.
We reserve the right to limit or revoke your access to this Web Site or the Product, in our sole discretion, at any time, and for any reason, including,
but not limited to technical difficulties or violation of these Terms. We also reserve the right to terminate your License, discontinue offering the
Product at any time, or alter the product, its specifications and/or features – all as determined by us in our sole discretion. In case of termination
other than For Cause, Oddcast will provide a 30 day advance notice.
CHANGES TO THE PRODUCT
Oddcast may, from time to time make changes to the Product at its sole discretion, that may include removal or replacement of Product features, including
specific voices or languages.
OWNERSHIP OF INTELLECTUAL PROPERTY
The Product is licensed (not sold) to you for use in accordance with these Terms. As such, we, and/or our licensors as applicable, retain all rights,
including Intellectual Property, in and to the Product or portions thereof, including any new version releases, updates, enhancements, modifications or
improvements made thereto.
Vocalware™, Oddcast® and other names, logos and icons identifying us and our products are trademarks of Oddcast, Inc. Except as expressly set forth herein,
no right, license, or interest to such trademarks are generated or granted hereunder. You shall not remove or alter any copyright notice, trademark or
other proprietary or restrictive notice or legend affixed to, contained or included in, the Product and any other material provided by us. You shall
cooperate fully with us in protecting our rights in the Product. Without limiting the foregoing, you agree to notify us promptly in the event that you
become aware of any infringement of such rights.
We claim no ownership or control over your Content, and are not and shall not be responsible for screening or monitoring material transmitted or conveyed
by you or any other person or entity. We reserve the right to remove or block material, which is abusive, illegal, disruptive, or that otherwise fails to
conform to these Terms.
WE FURTHER DO NOT REPRESENT, WARRANT OR GUARANTEE THE TRUTHFULNESS, ACCURACY, OR RELIABILITY OF ANY OF THE CONTENT TRANSMITTED BY OUR USERS THROUGH THE
COPYRIGHT INFRINGEMENT POLICY.
We are committed to protecting the rights of copyright right holders and seek to comply with all applicable laws and regulations regarding the protection
of intellectual property. Unauthorized copying, distribution, modification, public display or public performance of copyrighted works is a copyright
infringement, and we will undertake appropriate steps against copyright repeat offenders. We will process any notices of alleged copyright infringement and
will take appropriate actions under the U.S. Digital Millennium Copyright Act (the "DMCA"). Upon receipt of notices complying with the DMCA, we will act
expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity and will act
expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing. Notices of claimed
infringement should be directed to the Designated Agent by mailing all required documentation to: Oddcast, Inc., 25 W. 36th Street, 5th floor, New York, NY
10018, ATTN.: COPYRIGHT INFRINGEMENT DESIGNATED AGENT.
YOU ACKNOWLEDGE, THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE VOCALWARE PRODUCT, THE WEB SITE AND OTHER MATERIALS PROVIDED TO YOU UNDER
THESE TERMS ARE PROVIDED ON AN "AS IS" BASIS. WE DISCLAIM ANY AND ALL WARRANTIES RELATING TO THE VOCALWARE PRODUCT AND OTHER MATERIALS, EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
WE DO NOT WARRANT THAT THE WEB SITE, THE VOCALWARE PRODUCT OR ANY RELATED SERVICES WILL BE ERROR-FREE, THAT ACCESS THERETO WILL BE UNINTERRUPTED, THAT
DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVERS THAT MAKE OUR CONTENT AVAILABLE ARE OR WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
LIABILITIES AND INDEMNITIES
You shall indemnify and save harmless us and our directors, officers, employees, representatives and agents ("Related Parties") against all demands,
claims, actions, liabilities, losses, costs, damages or expenses whatsoever (including reasonable attorneys' fees) ("Damages") asserted against, imposed
upon or incurred by us and/or any of our Related Parties resulting from or arising out of the use of any Content, including, without limitations,
infringement of third party's rights by such use or by such Content.
IN NO EVENT SHALL WE BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, WORK STOPPAGE, SAVINGS, OR REVENUES OF ANY
KIND, OR FOR LOST DATA, DAMAGE TO OTHER SOFTWARE, COMPUTER FAILURE OR MALFUNCTION OR DOWNTIME, REGARDLESS OF WHETHER YOU HAVE BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. NOR WILL WE BE LIABLE FOR ANY COSTS, DAMAGES, LOSSES OR INCONVENIENCE CAUSED DUE TO LACK OF PRODUCT PERFORMANCE OR ITS
DISRUPTION, OR DUE TO CHANGES MADE TO THE PRODUCT, OR LICENSE TERMINATION.
OUR CUMULATIVE LIABILITY FOR ALL CLAIMS RELATING TO THE VOCALWARE PRODUCT OR THESE TERMS, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR TORT,
INCLUDING NEGLIGENCE, INTELLECTUAL PROPERTY INFRINGEMENT, STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE USER
CLAIMING THE LOSS.
be deemed NOT to be confidential. By publishing any Content online via the Product, you grant us an unrestricted, irrevocable license to use, reproduce,
display, perform, modify, transmit and distribute those materials or information, and you also agree that we are free to use any ideas, concepts, know- how
or techniques that you send us for any purpose.
(a)These Terms constitute the entire agreement between the parties concerning the subject matter hereof;
(b)These Terms shall be governed by the laws of the State of New-York, without giving effect to any principles of conflicts of laws thereof, and the
eligible courts of New- York, New-York, shall have exclusive jurisdiction over all disputes between the parties.
(c)Communication or notices sent by Oddcast shall be sent by email to the email address used as your then current username used to sign in to your Product
account (your “Email”). Any communication thus sent shall be considered delivered to you within 24 hours of being sent. To ensure viable communication, you
are responsible for keeping your Email current.