RESPEECHER “MARKETPLACE” SOFTWARE TERMS OF USE

Effective 01.02.2021

This Voice Marketplace Software as a Service Subscription Agreement (this "Agreement") is a binding contract entered into between you (“Customer,” “you” or “your”), and Respeecher, Inc., a Delaware corporation (“Respeecher”). Respeecher and Customer may be referred to herein collectively as the “Parties” or individually as a “Party.” This Agreement establishes the basic terms of your subscription to access and use the Respeecher cloud-hosted, voice conversion and voice transformation software solution and services (collectively, the “Services”). Further detail about the Services is available on Respeecher's website available at https://www.respeecher.com.

THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK THE "I AGREE" BUTTON BELOW OR BY ACCESSING OR USING THE SERVICES (the "Effective Date"). BY CLICKING ON THE "I ACCEPT" BUTTON BELOW OR BY ACCESSING OR USING THE SERVICES, YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.

IF YOU DO NOT AGREE TO THESE TERMS, PLEASE SELECT THE "I DISAGREE” BUTTON BELOW. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

1. Definitions.

(a) “Affiliates” means any entity which directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with a Party to this Agreement (whether by way of majority voting stock ownership or the ability to otherwise direct or cause the direction of the management and policies of such party, for so long as such control exists).

(b) “Confidential Information” means, except as set forth herein: (a) the terms of this Agreement; and any commercial, financial, marketing, business, technical or other data, security measures and procedures, know-how, data accessed through its proprietary platform or information about its products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, and whether or not marked, designated, or otherwise identified as "confidential" at the time of disclosure or other information disclosed by or on behalf of the disclosing party (the “Disclosing Party”) to the receiving party (the “Receiving Party”) for purposes arising out of or in connection with this Agreement, under the circumstances, a person exercising reasonable business judgment would understand to be confidential or proprietary. For clarity, Customer Data shall be deemed Confidential Information of Customer, and Respeecher IP shall be Confidential Information of Respeecher. Notwithstanding the foregoing, the following shall not be Confidential Information: (1) information that was in the public domain at the time of its disclosure, or which becomes public domain property through no fault of the Receiving Party; (2) information that was rightfully in the Receiving Party’s possession without restriction prior to disclosure; (3) information that was rightfully disclosed to the Receiving Party by a third-party without restriction; (4) information that was independently developed by employees and/or contractors of the Receiving Party who did not have access to and without use of or reference to the Disclosing Party’s Confidential Information; and (5) aggregated data collected or generated by Respeecher or on behalf of Respeecher regarding Respeecher’s products and services (for purposes of providing or improving Respeecher’s products and services, benchmarking system performance, preparing statistics and system metrics, marketing and other purposes) that does not contain any personal information and other Customer-specific information.

(c) "Customer Data" means, other than Aggregated Statistics, all information, data, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer through the Services, including without limitation (i) all content, materials, information, text, data, designs, logos, images, photographs, sound recordings, compositions, videos and other works of authorship that Customer uploads to the Services and (ii) the voiceover content generated by the Services for Customer based on the foregoing Customer materials.

(d) "Documentation" means Respeecher's user manuals, handbooks, and guides published by Respeecher relating to the use of the Services provided by Respeecher to Customer either electronically or in hard copy form/end user documentation relating to the Services available at https://www.respeecher.com. Documentation shall include any updated Documentation that Respeecher provides with Updates.

(e) "Respeecher IP" means the Services, the Documentation, and all intellectual property provided to Customer in connection with the foregoing. For the avoidance of doubt, Respeecher IP includes Aggregated Statistics and any information, data, or other content derived from Respeecher's monitoring of Customer's access to or use of the Services, but it does not include Customer Data.

(f) "Third-Party Products" means any products, content, services, information, websites, or other materials that are owned by third parties and are incorporated into or accessible through the Services.

2. Access and Use.

(a) Provision of Access. Subject to and conditioned on your payment of Fees and compliance with all other terms and conditions of this Agreement, Respeecher hereby grants Customer a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Services during the Term in accordance with the terms and conditions herein.

(b) Documentation License. Subject to the terms and conditions contained in this Agreement, Respeecher hereby grants you a non-exclusive, non-sublicensable, non-transferable license for you to use the Documentation during the Term solely in connection with use of the Services.

(c) Use Restrictions. Customer shall not use the Services, any software component of the Services, or Documentation for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly: (i) copy, reproduce, share, modify, or create derivative works of the Services, any software component of the Services, or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation except as expressly permitted under this Agreement; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; or (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule.

(d) Customer Responsibilities. Customer shall be responsible at all times for: (a) all activity generated by Customer, including Customer Data; (b) ensuring compliance with this Agreement by it; and (c) ensuring compliance with applicable local, state, national, and foreign laws, treaties, and regulations in connection with the use of the Service, including those related to data privacy and the transmission of data. Customer shall use commercially reasonable efforts to prevent unauthorized access to or use of the Service and shall promptly notify Respeecher of any unauthorized access or use of the Service. Customer is fully responsible for ensuring that its internet connections and hardware are compatible with the Services as set out in the relevant Documentation provided by Respeecher in conjunction with the Services.

(e) Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Respeecher may monitor Customer's use of the Services and collect and compile data and information related to Customer's use of the Services to be used by Respeecher in an aggregated, anonymized, and deidentified manner, including to compile statistical and performance information related to the provision and operation of the Services ("Aggregated Statistics"). As between Respeecher and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Respeecher. Customer acknowledges that Respeecher may compile Aggregated Statistics based on Customer Data input into the Services. Customer agrees that Respeecher may use Aggregated Statistics for internal business and analytical purposes to the extent and in the manner permitted under applicable law, provided that such Aggregated Statistics do not identify Customer or Customer's Confidential Information.

(f) Reservation of Rights. Respeecher reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party, any intellectual property rights or other right, title, or interest in or to the Respeecher IP.

3. Suspension/Termination.

(b) Process. Except when suspension is pursuant to Section 3(a)(i) or 3(a)(ii), in which case suspension shall be immediate, Respeecher shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Except when suspension is pursuant to Section 3(a)(i) or 3(a)(ii), in which case no cure is possible, Respeecher shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Services Suspension is cured. Respeecher will have no liability for any damage, liabilities, losses (including any loss of or profits), or any other consequences that Customer may incur as a result of a Service Suspension, and shall have no obligation to provide a refund or reinstate Customer’s access to the Service following a Service Suspension arising pursuant to Section 3(a)(i) or 3(a)(ii). In the event of termination due to Service Suspension or breach, Respeecher may require Customer to remove any files generated using the Services from any platforms or other locations it was distributed. Failure to comply may result in legal action.

4. Customer Responsibilities.

(a) Acceptable Use Policy. The Services may not be used for unlawful, fraudulent, offensive, or obscene activity, as further described and set forth in Respeecher's Acceptable Use Policy ("AUP") located at https://www.respeecher.com/aup, as may be amended from time to time, which is incorporated herein by reference. You will comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted on https://www.respeecher.com/ from time to time, including the AUP.

(b) Account Use. You are responsible and liable for all uses of the Services and Documentation resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement.

(c) Customer Data. You hereby grant to Respeecher a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as are necessary for Respeecher to provide the Services to you. Customer is responsible for ensuring that Customer Data does not violate any policy or terms referenced in or incorporated into this Agreement or any applicable law. To mitigate the abuse of the technology and creation of content that may violate the Ethics policies of Respeecher, we reserve the right to listen to the recording produced by the users.

(d) Passwords and Access Credentials. Customer is responsible for keeping all passwords and access credentials associated with the Services confidential. Customer will not sell or transfer passwords and access credentials to any other person or entity. Customer will promptly notify Respeecher about any unauthorized access to passwords or access credentials.

(e) Third-Party Products. The Services may permit access to Third-Party Products. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions presented to you for acceptance within the Services by website link or otherwise. If you do not agree to abide by the applicable terms for any such Third-Party Products, then you should not install, access, or use such Third-Party Products.

5. Service Levels and Support. Subject to the terms and conditions of this Agreement, Respeecher shall use commercially reasonable efforts to ensure support and access to the Services are available to Customer.

6. Payment

7. Confidential Information. From time to time during the Term, Respeecher and Customer may disclose or make available to the other party certain Confidential Information. The Receiving Party shall not disclose the Disclosing Party's Confidential Information to any person or entity, except to the Receiving Party's employees, agents, or subcontractors who have a need to know the Confidential Information for the Receiving Party to exercise its rights or perform its obligations hereunder and who are required to protect the Confidential Information in a manner no less stringent than required under this Agreement. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required: (i) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party's rights under this Agreement, including to make required court filings. Each party's obligations of non-disclosure with regard to Confidential Information are effective as of the date such Confidential Information is first disclosed to the Receiving Party and will expire five years thereafter; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

Privacy and Security. Respeecher may collect certain data and information about Customer’s use of the Services, including by way of illustration (i) device information, such as hardware model, operating system, unique device identifier, and mobile network information; (ii) log information, such as browser cookies, IP addresses, browser use agents, and referrer information; (iii) details of use the Services; (iv) personally identifiable information such as access credentials provided through the use of the Services; and (v) location information of Customer’s IP addresses.

8. Intellectual Property Ownership; Feedback. The Parties hereby agree: (a) Respeecher owns all right, title, and interest, including all intellectual property rights, in and to the Services; and (b) subject to the use restrictions and AUP described herein, Customer owns all right, title, and interest, including all intellectual property rights, in and to Customer Data. If you or any of your employees, contractors, or agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), we are free to use such Feedback. All Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever.

9. Limited Warranty and Warranty Disclaimer.

(a) Limited Warranty. Respeecher warrants that it provides Services using a commercially reasonable level of care and skill, and that the Services will conform in all material respects to the Service Levels when accessed and used by Customer in accordance with the Documentation. Respeecher does not make any representations or guarantees regarding uptime or availability of the Services.

(b) Customer Warranty. You warrant that you own all right, title, and interest, including all intellectual property rights, in and to Customer Data and that both the Customer Data and your use of the Services are in compliance with the AUP.

(c) EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 10(a), THE SERVICES ARE PROVIDED "AS IS" AND RESPEECHER SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. RESPEECHER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. RESPEECHER MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S OR ENTITY'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY'S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. RESPEECHER STRICTLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.

10. Indemnification.

(a) Respeecher Indemnification.

(i) Respeecher shall indemnify, defend, and hold Customer harmless from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees ("Losses"), incurred by Customer resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party's US intellectual property rights/US patents, copyrights, or trade secrets, provided that Customer promptly notifies Respeecher in writing of the Third-Party Claim, cooperates with Respeecher, and allows Respeecher sole authority to control the defense and settlement of such Third-Party Claim.

(ii) If such a Third-Party Claim is made or Respeecher/either party reasonably anticipates such a Third-Party Claim will be made, Customer agrees to permit Respeecher, at Respeecher's sole discretion, to: (A) modify or replace the Services, or component or part thereof, to make it non-infringing; or (B) obtain the right for Customer to continue use. If Respeecher determines that neither alternative is reasonably available, Respeecher may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer. This Section 11(a)(ii) sets forth your sole remedies and our sole liability and obligation for any actual, threatened, or alleged Third-Party Claims that the Services infringe, misappropriate, or otherwise violate any intellectual property rights of any third party.

(iii) This Section 11(a) will not apply to the extent that any such Third-Party Claim arises from Customer Data or Third-Party Products.

(b) Customer Indemnification. Customer shall indemnify, hold harmless, and, at Respeecher's option, defend Respeecher and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all Losses arising from or relating to any Third-Party Claim (i) that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party's US intellectual property rights; or (ii) based on Customer's negligence or willful misconduct or use of the Services or Customer Data in violation of the AUP or otherwise in a manner not authorized by this Agreement; provided that Customer may not settle any Third-Party Claim against Respeecher unless Respeecher consents to such settlement, and further provided that Respeecher will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.

11. Limitations of Liability. IN NO EVENT WILL RESPEECHER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER RESPEECHER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL RESPEECHER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO RESPEECHER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12. Term and Termination.

(a) Term. This Agreement will remain in effect for an initial one-year term (the “Initial Term”) unless earlier terminated earlier pursuant to the terms of this Agreement. The Initial Term shall automatically renew at the end of the Initial Term for additional one-month terms (the “Renewal Term” and, collectively with the Initial Term, the “Term”), unless Customer notifies Respeecher in writing that the Customer wants to cancel or disable autorenewal sixty (60) days prior to the same taking effect.

(b) Termination. In addition to any other express termination right set forth in this Agreement:

(i) Either party may terminate this Agreement, effective on written notice to the other party, if the other party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach.

(ii) Either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

(c) Effect of Termination. Upon termination of this Agreement, Customer shall immediately discontinue use of the Respeecher IP. No expiration or termination of this Agreement will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination, or entitle Customer to any refund.

(d) Survival. This Section 13(d), and any right, obligation, or required performance of the parties in this Agreement which, by its express terms or nature and context is intended to survive termination of this Agreement, will survive any such termination.

2. Modifications. Customer acknowledges and agrees that Respeecher has the right, in its sole discretion, to modify this Agreement from time to time, and that modified terms become effective on posting. Customer will be notified of modifications through notifications or posts on direct email communication from Respeecher. Customer is responsible for reviewing and becoming familiar with any such modifications. Customer’s continued use of the Services after the effective date of the modifications will be deemed acceptance of the modified terms. Respeecher will provide at least sixty (60) days' advance notice of changes to any service level that Respeecher reasonably anticipates may result in a material reduction in quality or services.

3. Export Regulation. The Services utilize software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. Customer shall not, directly or indirectly, export, re-export, or release the Services or the software or technology included in the Services to, or make the Services or the software or technology included in the Services accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, regulation, or rule.

4. US Government Rights. Each of the software components that constitute the Services, as well as the Documentation, are a "commercial product" as that term is defined at 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Customer is an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Services and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government customers and their contractors.

5. Governing Law and Jurisdiction. This agreement is governed by and construed in accordance with the internal laws of the State of Washington without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Washington. Except as otherwise set forth herein, any legal suit, action, or proceeding arising out of or related to this agreement or the rights granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Washington in each case located in the city of Seattle or King County, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

6. Miscellaneous. This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Any notices to us must be sent to our corporate headquarters with applicable contact information available at www.respeecher.com and must be delivered either in person, by email (effective upon confirmation of receipt by us) or by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service (effective upon receipt by us). You hereby consent to receiving electronic communications from us including notices about applicable fees and charges, transactional information, and other information concerning or related to the Services. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder.