CereVoice Cloud Text To Speech Web Service
Terms and Conditions Of Usage Agreement
This Terms and Conditions Of Usage Agreement ("Agreement") is a legal
agreement between you (either as an individual or as single legal entity,
referred to in this Agreement as "SERVICE USER") and CereProc Ltd
("CereProc") for the use of the CereVoice Cloud Text to Speech service
(“SERVICE”).
YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY
USING THE SERVICE. IF YOU DO NOT AGREE, DO NOT USE THE
SERVICE.
CereProc may, in its sole discretion, update the SERVICE or related
information to the SERVICE USER hereunder, in which case such further
releases and related information shall also be covered hereunder as the
SERVICE.
KEY DEFINITIONS
CereProc - Company number (SC294606) Registered Office Appleton Tower,
11 Crichton Street, Edinburgh, EH8 9LE UK.
SERVICE USER - An organisation, business, legal entity or an individual who
or which uses the “Service” provided by CereProc.
SERVICE - a paid or unpaid CereVoice Cloud Service provided electronically
by CereProc for the Service Receiver in accordance with the Terms and
Conditions of this Agreement.
TEXT - the text provided to CereVoice Cloud Service by the Service User in
an electronic form for conversion into the Speech by the CereVoice Cloud
Service.
SPEECH - the sound file generated by the CereVoice Cloud Service, as a
result of conversion of the TEXT provided by Service User.
CREDENTIALS – a user name and password, provided by CereProc, that are
required to access the SERVICE.
WEBSITE – the CereVoice Cloud Service Web site, accessible at
http://www.cereproc.com/cloud
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Terms and Conditions Of Usage Agreement
1. GENERAL TERMS AND CONDITIONS
The SERVICE may also be supplied to the SERVICE USER as part of
commercial agreement between CereProc and the SERVICE USER,
subject to the payments to CereProc Ltd detailed in the commercial
agreement between the two parties. Any CereVoice Cloud Service
commercial agreement shall take precedence over this Agreement.
2. PAYMENT
CereProc may, at its discretion, provide a free tier of SERVICE to the
SERVICE USER. In order to use the SERVICE beyond the free tier,
the SERVICE USER shall make an agreed advance payment to
CereProc. For the payment, the CereVoice Cloud Service will convert
the TEXT provided by the Service User to SPEECH. Current CereProc
charges for the SERVICE and the payment mechanism are available
via the WEBSITE.
All SERVICE payments are final and non-refundable in whole or in
part, even if the SERVICE USER does not intend to use, in part or in
whole, the remaining unused part of the SERVICE.
3. REGISTRATION
The SERVICE USER is required to register on the WEBSITE to use
the SERVICE. Upon registration, the SERVICE USER will receive
CREDENTIALS for the SERVICE.
This CereVoice Cloud Service Agreement is concluded by the
SERVICE USER registering for the SERVICE via the WEBSITE.
4. START OF SERVICE
CereProc will start the provision of the SERVICE after a SERVICE
USER has registered for the SERVICE via the WEBSITE. The start of
the service may take up to 72 hours.
If CereProc has reasonable doubt that an order for the SERVICE is not
valid, the SERVICE will not be provided and any monies paid refunded
to the SERVICE USER, after the deduction of an administration fee. All
access to the SERVICE by the SERVICE USER will be cancelled.
5. GRANT TO USE THE “SERVICE”
This Agreement grants the SERVICE USER the following rights,
provided that the SERVICE USER complies with all the terms and
conditions of this Agreement:
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(a) For the agreed payment, CereProc grants to the SERVICE USER a
non-transferable, limited right to use the SERVICE to convert TEXT
into SPEECH.
(b) The SERVICE USER shall be solely and fully responsible for the
TEXT provided to the SERVICE. The SERVICE USER shall be fully
responsible for any damage caused to CereProc and any third
parties arising from the fact of providing the TEXT in breach of the
law or provisions of this Agreement.
(c) The SERVICE USER shall not provide TEXT that could be
considered to be: obscene, racist, libellous, vulgar, pornographic,
constituting harassment or encouraging to commit an illegal act in
any country, abusive, harassing, defamatory, or otherwise harming,
threatening, or violating privacy of third parties, violating the
copyright or any other rights of third parties, or otherwise violating
decency or law. If the TEXT provided by the SERVICE USER
breaches the conditions here above, or if CereProc feels that the
TEXT is in breach of these conditions, then CereProc may, without
prior notice to the SERVICE USER, terminate the SERVICE.
(d) The SERVICE USER may not use the SPEECH in a manner
contrary to law, established good customs or prejudice to the
legitimate interests of CereProc, these include;
i. To distribute, post or transfer content that is illegal within a
market or territory, SPEECH from the SERVICE which is
libellous, vulgar, obscene, pornographic, racist, constitute
harassment or encourage to commit an illegal act, offensive,
harassing, defamatory, or otherwise harming, threatening, or
violating privacy of third parties, etc.
ii. SPEECH that may harm minors in any market / territory;
iii. To create SPEECH to imitate, pose, or impersonate any third
party or entity, without their permission;
iv. To mislead a third party in an unauthorized manner as to the
origin or authorship of the provided contents or materials;
v. To mislead a third party in an unauthorized manner as to the
origin or authorship of the provided contents or materials;
vi. in any other inappropriate or unlawful manner.
If the SPEECH created by the SERVICE USER breaches the
conditions here above, or if CereProc feels that the SPEECH is in
breach of these conditions, then CereProc may, without prior notice
to the SERVICE USER, terminate the SERVICE.
(e) All other rights are reserved to CereProc. The SERVICE USER may
not reverse engineer, decompile or disassemble any portion of the
SERVICE, except and only to the extent that applicable law
notwithstanding this limitation expressly prohibits this limitation.
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(f) The SERVICE USER may from time to time provide suggestions,
comments regarding usability, bug reports, test reports or other
feedback (collectively, "Feedback") to CereProc with respect to the
SERVICE. All Feedback by the SERVICE USER is and shall be
given entirely voluntarily.
(g) The SERVICE USER agrees that:
CereProc may freely use, disclose, reproduce, license, distribute
and otherwise commercialise the Feedback on any CereProc
product, technology, service, specification or other documentation
(collectively, "CereProc Offerings").
(h) The SERVICE USER agrees that CereProc and affiliates may
collect and use technical information gathered as part of providing
the SERVICE. CereProc may use this information solely to improve
our products or to provide customised services or technologies to
you and will not disclose this information in a form that personally
identifies the SERVICE USER.
7. TERM OF AGREEMENT
On purchasing the SERVICE from CereProc's CereVoice Cloud Service
WEBSITE, the Service is available to the SERVICE USER until their
credit for using the SERVICE is reached.
The term of this Agreement shall commence on the date accepted by
Service User shall continue until terminated by CereProc or the Service
User at any time, with or without cause. This Agreement will terminate
immediately without notice from CereProc, if the Service User fails to
comply with any provision of this Agreement. The following Sections
shall survive termination or expiration of this Agreement: 5 (e), 5 (g), 5
(h), 9, 10, 11, 12, 13, 14.
8. SERVICE MAINTENANCE/UPDATES
CereProc is not obligated to provide maintenance, technical support or
updates to the SERVICE USER for the SERVICE. However, CereProc
may, in its sole discretion, provide updates and/or supplements of the
SERVICE.
CereProc shall make efforts to provide SERVICE on a continuous
basis. CereProc stipulates that interruptions may occur in the provision
of the SERVICE to update the data, correct errors and carry out other
required maintenance work. CereProc is under no obligation to inform
SERVICE USERS of the planned or unplanned interruption of the
SERVICE. CereProc shall use its efforts to ensure that any interruption
in the provision of the SERVICE is as short as possible.
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9. INTELLECTUAL PROPERTY RIGHTS / NO USE OF NAME
All title and intellectual property rights in the SERVICE (including but not
limited to any images, photographs, animations, video, audio, music, text
and "applets" incorporated into the Service), are owned by CereProc or
its suppliers.
If the SERVICE contains documentation, which is provided only in
electronic form, the SERVICE USER may print one copy of such
electronic documentation.
CereProc reserves all rights not expressly granted.
The SERVICE USER must not without prior written permission use the
name, trademarks or logo of CereProc for any purpose or claim any
association with CereProc by virtue of this licence.
10. DISCLAIMER OF WARRANTIES
The SERVICE is deemed accepted by SERVICE USER. To the
maximum extent permitted by applicable law, CereProc and its suppliers
provide the SERVICE, as is and with all faults, and CereProc and its
suppliers hereby disclaim all other warranties and conditions, whether
express, implied or statutory, including, but not limited to, any (if any)
implied warranties, duties or conditions of merchantability, of fitness for a
particular purpose, of reliability or availability, of accuracy or
completeness of responses, of results, of workmanlike effort, of lack of
viruses, and of lack of negligence, all with regard to the SERVICE, and
the provision of or failure to provide support or other services,
information, SERVICE, and related content through the SERVICE or
otherwise arising out of the use of the SERVICE. In addition, there is no
warranty or condition of title, quiet enjoyment, quiet possession,
correspondence to description or non-infringement with regard to the
SERVICE. The entire risk as to the quality, or arising out of the use or
performance of the SERVICE and any support services, remains with
SERVICE USER.
11. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN
OTHER DAMAGES
To the maximum extent permitted by applicable law, in no event shall
CereProc and or its suppliers be liable for any special, incidental,
punitive, indirect, or consequential damages whatsoever (including, but
not limited to, damages for loss of profits or confidential or other
information, for business interruption, for personal injury, for loss of
privacy, for failure to meet any duty including of good faith or of
reasonable care, for negligence, and for any other pecuniary or other
loss whatsoever) arising out of or in any way related to the use of or
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inability to use the SERVICE, or the provision of, or failure to provide the
SERVICE.
12. LIMITATION OF LIABILITY AND REMEDIES
Notwithstanding any damages that the SERVICE USER might incur for
any reason whatsoever (including, without limitation, all damages
referenced herein and all direct or general damages in contract or
anything else), the entire liability of CereProc and any of its suppliers
under any provision of this agreement and recipient's exclusive remedy
hereunder shall be limited to the greater of (a) the actual damages
recipient incurs in reasonable reliance on the SERVICE, or (b) the
amount actually paid by SERVICE USER for the SERVICE in the
previous 3 months. The foregoing limitations, exclusions and disclaimers
shall apply to the maximum extent permitted by applicable law, even if
any remedy fails its essential purpose.
13. GOVERNING LAW/JURISDICTION
This Agreement shall be construed and controlled by the laws of
Scotland, United Kingdom. Recipient waives all defences of lack of
personal jurisdiction and forum non conveniens.
14. ENTIRE AGREEMENT; SEVERABILITY
This Agreement constitutes the complete and exclusive agreement
between CereProc and SERVICE USER with respect to the subject
matter hereof, and supersedes all prior or contemporaneous oral or
written communications, proposals, representations, understandings, or
agreements not specifically incorporated herein. If any provision of this
Agreement is held to be void, invalid, unenforceable or illegal, the other
provisions shall continue in full force and effect.
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