TERMS OF SERVICE

Please read the following terms of service (the “Terms”) carefully. By accepting, you acknowledge that you have read, understood and agree to be bound by these Terms, and the terms and conditions of the Privacy Policy (as defined below), when using any service or services (collectively, the “Service”) offered by Spoken, Inc., a Delaware corporation, or its parents, affiliates or subsidiaries (collectively, “Spoken” or “we”), including those made available on or through this or any site made available by Spoken (collectively, the “Site”), or in connection with any mobile application (a “Mobile App”) separately made available by Spoken. The term “you” (and “your”) for purposes of these Terms, means both you in your individual capacity, and if applicable, the company or other legal entity whom you represent and on whose behalf you use the Service.

In order to use the Service you must agree to these. However, in addition to clicking the “I Accept” box, you may also agree to the Terms by actually using the Service. You acknowledge and agree that Spoken will treat your use of the Service as acceptance of these Terms from the time you first use the Service.

In order to use the Service, you must register with us to open a Spoken user account (“User Account”). By opening a User Account, you represent and warrant that:

You are responsible for maintaining this information current.

You are solely responsible for maintaining the security and confidentiality of the information you hold for your User Account, including, without limitation, your user name and password, and for any and all activity that occurs through your User Account as a result of your failure to keep this information secure and confidential. You hereby agree to notify Spoken immediately if you become aware of any unauthorized use of your User Account, user name or password, or any other breach of security in connection therewith. You may be held liable for losses incurred by Spoken or any third party due to someone else using your User Account, user name or password as a result of your failing to keep your User Account information secure and confidential. You are strictly prohibited from using anyone else's User Account, user name or password at any time and for any reason. Spoken is not liable to you or any third party for your failure to comply with your obligations under this paragraph.

The Service is made available by Spoken to the following two user categories (collectively, “Users”): (a) individual Content (as defined below) providers (each, a “Content Provider”) for use in connection with creating, publishing, socializing and/or potentially monetizing certain custom Content (“Submitted Content”), which may include pre-existing audio works and/or other works that will utilize the Service to create narrated versions of such works using artificial intelligence tools (“Service-Narrated Content”); and (b) other parties (each, a “Recipient”) for use in connection with accessing Submitted Content and/or Service-Narrated Content. For purposes of clarification, you acknowledge and agree that, in order to remain compliance with these Terms and certain third party service terms, including without limitation those required by providers of artificial intelligence tools and services used to create Service-Narrated Content, the Services may include deletions and/or modifications of Submitted Content.

You acknowledge and agree that all Mobile Apps shall be made available solely in accordance with the terms of the then-current end user license agreement under which each such Mobile App is made available (the “EULA”), which such EULA shall supersede any conflicting terms or conditions of these Terms with respect to your access to and use of the Mobile Apps.

In order to use the Service you will be required to provide certain personally identifiable information to Spoken (e.g., your name, address, company information, email address, phone number, and, if applicable, your credit card information); and other information (collectively, “Information”). Spoken will only use such personally identifiable information in accordance with the terms of our privacy policy (the “Privacy Policy”). In this regard, you agree to the then-current version of the Privacy Policy that you can find and read at Here. You hereby grant Spoken a license to use all other Information as necessary in connection with the provision of the Service, including, without limitation, making such Information available to applicable Users.

Each User agrees to pay Spoken the transaction and/or Service subscription fees ("Fees"), if any, set forth on the Site in advance of each applicable transaction and/or subscription period during which you have agreed to purchase the Service; provided that Spoken will offset such Fees and/or pay to Content Providers and applicable amounts to which such Content Provider is entitled in connection with access and use Submitted Content and/or Service-Narrated Content, as set forth on the Site. Fees will be billed in accordance with such pricing terms. If applicable, the credit card each User maintains on file with Spoken or its billing partner in the applicable User Account will be automatically charged. Users are responsible for maintaining up to date credit card information in such User Account. Unless otherwise agreed by Spoken and the applicable User, all Fees are payable in U.S. Dollars. Late payments of Fees may bear interest at the rate of one and one half percent (1.5%) per month (or the highest rate permitted by applicable law, if less). Fees are exclusive of taxes or other charges. Each User is responsible for paying all taxes and government or other charges, and all reasonable expenses and attorneys’ fees Spoken incurs collecting late fees. Spoken reserves the right to suspend or terminate use of the Service or applicable User Account (and access to any related Content) if a User fails to pay any Fees due in connection with use of the Service or applicable User Account. Any outstanding Fees are immediately due and payable upon termination of use of the Service or applicable User Account for any reason.

To the greatest extent permitted by applicable law, and without affecting any User's credit card issuer's rights, each User hereby waives all claims relating to Fees unless such User notifies Spoken of any dispute or other Fee-related claim within thirty (30) calendar days of the Fees being charged to such credit card.

To the greatest extent permitted by applicable law, any refunds of Fees are at the sole discretion of Spoken, and refunds may be provided in the form of a credit against future Fees for the Service. Nothing in these Terms obligates Spoken to extend credit to any person. Each User acknowledges and agrees that any credit card and related billing and payment information that are provided to Spoken may be shared by Spoken with third party service providers who work on Spoken's behalf, such as payment processors, solely for the purposes of effecting payment to Spoken and servicing the applicable User Account. Spoken may also provide information in response to valid legal processes, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Spoken shall not be liable for any use or disclosure of such information by such third parties.

Spoken may change its fees and/or payment terms at its discretion. Users will be notified of any such changes (including notices posted on the Site or sent to such User's registered e-mail address).

You hereby acknowledge and agree that Spoken (or its licensors) own all legal right, title and interest in and to the Site and Service, including, without limitation, any intellectual property or other proprietary rights which subsist in the Site and Service (whether such rights are registered or unregistered, and wherever in the world those rights may exist). As between you and Spoken, all materials on the Site, including, but not limited to, graphics, user and visual interfaces, images, software, applications, and text, as well as the design, structure, selection, coordination, expression, “look and feel”, and arrangement of the Site and its Content (except for your Content), and the domain names, trademarks, service marks, proprietary logos and other distinctive brand features found on the Site, are all owned by Spoken or licensors.

Spoken shall fully own and retain all rights to anonymous usage data derived from your use of the Service (“Usage Data”) as aggregated with usage data from Spoken's other customers for its own business purposes such as support, operational planning, product innovation and sales and marketing of Spoken's services. For purposes of clarification, such Usage Data may not include any data that could reasonably identify you.

Nothing in these Terms gives you any right to use any of Spoken’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features. All rights not expressly granted by Spoken under these Terms are reserved.

While these Terms are in effect, you may access and use the Site and Services in accordance with these Terms.

You hereby represent and warrant that you will not, and will not permit any third party to:

Each User hereby agrees that you are solely responsible and liable for any and all information, data files, written text, music, audio files or other sounds, photographs, videos, images, and other content (collectively “Content”), that you store, transmit, display, or otherwise use in connection with the Service, and for the consequences of your actions in connection with such Content and your use of the Service. You agree that Spoken has no responsibility to you or to any third party in connection with such Content. You are solely responsible for obtaining consent from applicable third parties in connection with Content and for any losses or damage suffered by Spoken in connection with your Content. You hereby represent and warrant that you will not store or otherwise use any Content in connection with the Service that:

Content Providers will own all, and Spoken claims no ownership or control over any, right, title and interest in and to all Submitted Content and related Service-Narrated Content, and Spoken hereby assigns to each such Content Provider all present and future right, title and interest that Spoken holds in and to the applicable Service-Narrated Content. You retain copyright and any other intellectual property and other proprietary rights you already hold in your Content, and you are solely responsible for protecting those rights, as you deem appropriate. By submitting, storing, displaying, or otherwise using your Content in connection with the Service, you hereby grant Spoken a worldwide, royalty-free, fully-paid-up, non-exclusive license to reproduce, perform, modifying display, distribute, and otherwise use such Content for the purpose of enabling Spoken to provide the Service, including, without limitation, storing and retrieving the Content, making the Content available through the Service, adapting the Content for technical display and transmission, conforming the Content to the limitation and terms of the Service, and any other use related to the maintenance, provision and improvement of the Service. Notwithstanding the forgoing, each Content Providers acknowledges and agrees that it may not download or otherwise distribute any Service-Narrated Content outside of the Service.

Spoken will not disclose any of your Submitted Content or Service-Narrated Content, except:

You are required to respond to third party requests about your Content or Service-Narrated Content, and we may provide your contact information to third parties, and suspend or terminate your access to the Service and your Content or Service-Narrated Content, if you fail to respond to such third party requests.

Spoken reserves the right, at any time in its sole discretion and without notice to you, to pre-screen, review, monitor, flag, filter, modify, refuse or remove any or all Content from the Service, but Spoken has no obligation to do so. You agree to immediately take down, delete or modify any Content that is stored by you through the Service that violates these Terms or any applicable laws, rules, or regulations, including pursuant to a take down, deletion or modification request from Spoken. In the event that you elect not to comply with a request from Spoken to take down, delete or modify certain Content, Spoken reserves the right to directly take down, delete or modify such Content. Spoken assumes no liability or responsibility arising from your activities in connection with the Service, including, without limitation, Content that you store or otherwise use in connection with Service.

You hereby agree that Spoken, in its sole discretion, may use your trade names, trademarks, service marks, logos, domain names, and other distinctive brand features, in presentations, marketing materials, customer lists, financial reports and website listings (including links to your website) for the purpose of advertising or publicizing the Service.

If you send or transmit any communications or materials to Spoken by electronic mail, in Spoken-sponsored online forums, by an online form, or otherwise (“Feedback”), suggesting or recommending changes to our Site or Service, including without limitation, new features or functionality relating thereto, any comments, questions, suggestions, or the like, all such Feedback are, and will be treated as, non-confidential and non-proprietary. This means that you give up any claim that the use of such Feedback by Spoken or its agents, violates any of your rights including moral rights, privacy rights, proprietary or other property rights, rights of publicity, rights to credit for material or ideas, or any other right, including the right to approve the way Spoken uses such Feedback.

You hereby assign all right, title, and interest in, and Spoken is free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. You agree and understand that Spoken is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.

Spoken respects the intellectual property and other proprietary rights of others and has a policy of removing Content from the Site that infringes third party copyrights and suspending and/or terminating the User Account of any user who uses the Site or Service in violation of copyright law, and where appropriate, blocking such user’s access to the Site and Service.

If you are a copyright owner, or an agent thereof, and believe that your work is the subject of copyright infringement and appears on our Site, or is being used through the Service, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our copyright agent (designated below) with the following information:

Spoken's designated copyright agent to receive notifications of claimed infringement under the DMCA is our email:

Copyright@spoken.press

Only DMCA or other intellectual property rights-related notices should be sent to the copyright agent; any other communications sent to the copyright agent will be destroyed.

Your use of the site and service is entirely at your own discretion and risk. The site and service are furnished to you “as is” and without warranties or conditions, statutory or otherwise, of any kind. Spoken, on behalf of itself, and on behalf of its parents, affiliates, subsidiaries, licensors and third party service providers, and spoken's and their directors, officers, employees, contractors, agents, successors, and assigns, (collectively, the “spoken parties”): expressly disclaims all warranties and conditions, whether express, implied or statutory, including, without limitation, the implied warranties of non-infringement, title, merchantability, and fitness for a particular purpose; does not warrant that the service, or data provided through the service, will meet your requirements, or that its operation will be timely, uninterrupted, secure, or error-free or that any defects will be corrected; and does not warrant or make any representations or conditions regarding the use or the results of the use of the service in terms of its accuracy, reliability, timeliness, completeness, or otherwise. You assume total responsibility for your use of the service. This limitation of remedies is a part of the bargain between you and spoken. No oral or written information or advice given by spoken or any person on behalf of spoken shall create a warranty or condition, or in any way change this exclusion of warranty. Nothing in these terms shall exclude or limit spoken’s warranty or liability for losses which may not be lawfully excluded or limited by applicable law. limitation of liability. subject to the above, in no event will spoken or spoken parties be liable to you, or any third party, for any special, indirect, incidental, punitive, exemplary, reliance, or consequential damages of any kind, including, but not limited to, compensation, reimbursement or damages in connection with, arising out of, or relating to, the use, or loss of use of, the service, loss of profits, loss of goodwill, loss of data, cost of procurement of substitute goods or services, subsequent or other commercial loss, or for any other reason of any kind, whether based on contract or tort (including, without limitation, negligence or strict liability), even if spoken or spoken parties have been advised of the possibility of such damages. Spoken and spoken parties will not be liable to you or any third party for damages for breach of any express or implied warranty or condition, breach of contract, negligence, strict liability or any other legal theory related to the site or service. If, notwithstanding the foregoing, spoken or one of spoken parties is found to be liable to you or any third party for any damage or loss which arises under or in connection with these terms or the service, spoken or the relevant spoken party's total cumulative liability to you or any third party shall in no event exceed the greater of the amount of fees actually paid by or to you during the one year period preceding the date of the event giving rise to spoken's liability or (ii) $250.00.

You hereby agree to indemnify, defend and hold harmless Spoken and Spoken Parties (each an “Indemnified Party”), from and against any and all liability and costs (including, without limitation, attorneys' fees and costs) incurred by the Indemnified Party(s) in connection with any actual or alleged claim arising out of:

Counsel you select for defense or settlement of a claim must be consented to by Spoken and/or the Indemnified Party(s) prior to counsel being engaged to represent you and Spoken and/or the Indemnified Party(s). You and your counsel will cooperate as fully as reasonably required, and provide such information as reasonably requested, by the Indemnified Party(s) in the defense or settlement of any claim. Spoken and/or the Indemnified Party(s) reserves the right, at its own expense, to assume the exclusive defense or settlement, and control of any matter otherwise subject to indemnification by you. You shall not in any event consent to any judgment, settlement, attachment, or lien, or any other act adverse to the interest of Spoken or any Indemnified Party(s) without the prior written consent of Spoken and/or the Indemnified Party(s).

In the event that you have a dispute with any Content Provider, Recipient or other third party, including without limitation any other User, arising from or in connection with the use of the Site and/or Service, you hereby release, remise and forever discharge Spoken and its agents, directors, officers, employees, shareholders and all other related persons or entities from any and all manner of rights, complaints, demands, claims, causes of action, proceedings, obligations, liabilities, legal fees, costs, and disbursements of any nature whatsoever, whether known or unknown, which now or hereafter arise from, relate to, or are connected with such dispute or your use of the Site and/or Service. If you are a California resident, you hereby waive California civil code section 1542, which says: “a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.” If you are a resident of a state other than California, you explicitly waive the terms and protections of any statute of your own state that has a similar import or intent.

Spoken is constantly striving to provide the best possible experience for its Service users. You acknowledge and agree that the form and nature of the Service which Spoken currently provides may change from time-to-time without prior notice to you. Changes to the form and nature of the Service will be effective with respect to all versions of the Service. Examples of changes to the form and nature of the Service include, without limitation, changes to Fees and payment policies, security patches, additional functionality, reduced functionality, and other enhancements.

Termination of Service.

You may stop using the Service at any time by closing your Account, or ceasing to use the Service; provided that you shall remain responsible for all applicable Fees.

Spoken reserves the right in its sole discretion to cease or suspend providing all or any part of the Service immediately without any notice to you.

Any of your obligations under these Terms which by their nature are intended to survive the termination of your use of the Service, shall continue to apply to you after you cease to use the Service.

Spoken may notify the relevant law enforcement authorities or other third parties, of any illegal or other prohibited conduct by you, including, without limitation, your violation of these Terms or unauthorized use of the Site or Service

These Terms will be construed and enforced in all respects in accordance with the laws of the state of Oregon, without reference to its choice of law rules. Except as set forth below, the federal and state courts seated in Multnomah County, Oregon shall have sole and exclusive jurisdiction for all purposes in connection with any action or proceeding that arises from, or relates to, these Terms and you hereby irrevocably waive any objection to such exclusive jurisdiction; provided however, that Spoken may seek to enforce any judgment in its favor in any court of competent jurisdiction.

Notwithstanding the foregoing, Spoken may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its proprietary and other rights. You agree that your breach of these Terms may result in immediate and irreparable damage to Spoken for which there is no adequate remedy at law.

The United Nations Convention on Contracts for the International Sale of Goods in its entirety is expressly excluded from these Terms, including, without limitation, application to the Site or Service. Furthermore, these Terms (including without limitation, the Site and Service) will not be governed or interpreted in any way by referring to any law based on the Uniform Computer Information Transactions Act (UCITA) or any other act derived from or related to UCITA.

Any cause of action arising under these Terms must be commenced by you within one (1) year after the claim or cause of action arises.

The Site and Service may provide links to other websites that are not owned or operated by Spoken (“Third Party Websites”). Spoken provides these links to you as a convenience only, and Spoken does not verify, make any representations concerning, or take responsibility for, such Third Party Websites, or the products or services offered through such third party websites, including, without limitation, the truthfulness, accuracy, quality, or completeness of the content of, or activities conducted on, such Third Party Websites. You should use your own independent judgment before accessing and using such Third Party Websites, or products or services offered through such third party websites.

These Terms and the Privacy Policy do not apply to such Third-Party Websites, and you should review such Third Party Websites' privacy policies, terms and conditions and business practices as they may be different to those of Spoken and it is your sole responsibility to comply with such terms. Your dealings and communications with any third party in connection with the Third Party Websites are solely between you and such third party.

The Site and Service may also integrate and share data and Submitted Content with certain third party services, including without limitation providers of artificial intelligence tools and services used to create Service-Narrated Content (“Third Party Services”), pursuant to applicable terms and conditions (“Third Party Terms”). Spoken does not verify, make any representations concerning, or take responsibility for, any such Third Party Service and you agree to comply with all such Third Party Terms in connection with your use of the Service.

Any reference on the Site, or through the Service, to any product, process, publication or service of any third party, by trade name, domain name, trademark, trade identity, service mark, logo, manufacturer or otherwise, does not constitute or imply Spoken's endorsement or recommendation thereof, and your use of any Third Party Websites or Third Party Services and third party product, process, publication, or service is entirely at your own risk.

These Terms and the Privacy Policy, together constitute the entire agreement between you and Spoken with respect to the Service (excluding any services which Spoken may provide to you under a separate written agreement), and completely supersedes, cancels and replaces any and all other written or oral agreements or understandings previously existing between you and Spoken with respect to the Service.

The failure of Spoken to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

If any part of these Terms is held invalid, illegal or unenforceable, that provision shall be enforced to the maximum extent permissible so as to maintain the intent of these Terms, and the other parts will remain in full force and effect.

Any notice or other communications by Spoken relating to the Service may be made by e-mail or posting on the Site, and you hereby consent to receive notices and other communications in electronic form to the extent permitted by applicable law.

These Terms shall not be interpreted or construed to confer any rights or remedies on any third parties.

Spoken may assign or transfer its rights, or delegate any performance, under these Terms to a third party in its sole discretion. You may not assign or otherwise transfer your rights, or delegate your performance, under these Terms to any third party without in each and every case, Spoken's express prior written consent.

Spoken will not be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of the common enemy, earthquake, fire, flood or other acts of God, the elements, epidemics, labor conditions, power failures, and Internet disturbances.

Spoken may take any legal action against you to enforce these Terms or to prevent the breach of these Terms, including, without limitation, seeking equitable remedies or using technical means at its disposal.

Spoken may add to, change or remove any part, term or condition of these Terms or Privacy Policy at any time without prior notice to you. It is your responsibility to check these Terms and Privacy Policy periodically for changes. By continuing to use the Service, you are indicating your acceptance of such changes. However, we will provide written notice to you of any significant changes to these Terms or Privacy Policy (including notices posted on the Site or sent to your registered e-mail address).

You may not access the Service if you are a direct competitor of Spoken's, except with our prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.