TERMS OF SERVICE

TERMS AND CONDITIONS OF USE FOR
NEOSPEECH TEXT-TO-SPEECH ONLINE SERVICES


Your use of the NeoSpeech Text-To-Speech ("TTS") OnDemand and Web Services (collectively "NS TTS Online Services") will be subject to these terms and conditions of use (the "Terms of Use"). By checking the "Accept" box below, you agree to be bound by, and may only use the NS TTS Online Services subject to these Terms of Use, as amended, each time you check the "Accept" box below. If you breach any of the Terms of Use, your authorization to use the NS TTS Online Services automatically terminates. These Terms of Use are subject to modification by NeoSpeech at any time, effective upon the posting of those changes on the NS TTS Online Services website.
1. DESCRIPTION OF SERVICES. Once you have accepted these Terms of Use and you become a registered user, you may transmit electronic text ("Data") to the NS TTS Online Services and receive from the NS TTS Online Services corresponding electronic audio output files ("Audio Output"). Audio Output may be previewed prior to use or downloading by listening to preview audio files ("Preview Audio"). NeoSpeech provides the NS TTS Online Services at no charge or for a fee, depending on the extent and type of use. You may download the Audio Output generated by the NS TTS Online Services. Audio Output will only be stored on the site for the limited period of time stated on the site and will be deleted thereafter. This period is subject to change at any time by NeoSpeech.
2. FREE SERVICES. The use of the NS TTS Online Services at no charge ("Free Services") is subject to the following terms and additional limitations:
(a) As a free service user, you will provide credit to NeoSpeech when you use the Audio Output, plus a hyperlink to www.neospeech.com, as further provided in the instructions on our site.
(b) You acknowledge that Audio Output you receive from the NS TTS Online Services may include certain advertisements. You will not remove, impair or alter those advertisements in any way.
(c) The amount of Data you may submit to the NS TTS Online Services per conversion to Audio Output, and the amount of Data you may submit each month, are restricted to the then-applicable Free Services limits. NeoSpeech reserves the right to modify or change the applicable limitations at any time without notice.
(d) Data and Audio Output formats are restricted as set forth on the site from time to time. If you desire a higher level of service beyond that available through the Free Services, you may upgrade to become a registered user of the NS TTS Paid Services (the "Paid Services"), which are subject to the applicable Terms of Use, and the additional limitations and pricing schedule set forth further below and on the website from time to time.
3. PAID SERVICES.
(a) Paid Services. Authorized users of the NS TTS Online Services Paid Services may receive Audio Output without size limitation while they maintain a current Paid Services account, under the applicable account types stated on the site. Paid Services Data may be plain text or Speech Synthesis Markup Language ("SSML"), with no maximum size per conversion. Audio Output is available only in certain formats as stated further on the site.
(b) Fees. In order to access the NS TTS Online Paid Services, you agree to pay, using a valid credit card (or other form of payment which NeoSpeech may accept from time to time) the Monthly Service Fee and applicable Conversion Fees or word credit fees (collectively, "Fees") and applicable taxes as stated on the pricing page. NeoSpeech reserves the right to increase Fees, or to institute new Fees at any time, upon reasonable advance notice communicated to you through such means as NeoSpeech may deem appropriate from time to time (including electronic mail or conventional mail). NeoSpeech will automatically charge your credit card or other account upon your acceptance of these Terms (by clicking where indicated below), upon your use of the NS TTS Online Services, and at the start of each subsequent monthly period for monthly subscriptions, unless you terminate or cancel the NS TTS Online Services before the relevant monthly renewal period begins. Monthly subscription charges will be the same as the prior charge, unless NeoSpeech notifies you in advance prior to the beginning of the monthly period as described above. The cost of each conversion is rounded up to the nearest cent. All Fees shall be stated and paid in U.S. Dollars, and are final and non-refundable. NeoSpeech does not give full or partial refunds for any Fees.
(c) Billing Data. For purposes of your use of the NS TTS Online Services including identification and billing, you agree to provide NeoSpeech with true, accurate and complete information ("Billing Data"), including your legal name, address, telephone number, email address and applicable billing information (e.g., credit card number and expiration date), and to allow NeoSpeech to share your Billing Data with third parties solely for the purpose of verifying the information you provide and billing your credit card or otherwise charging your account. You agree to maintain and promptly update the Billing Data to keep it accurate. Without limiting any other provision of this agreement, if you provide any information that is untrue, inaccurate, or incomplete, or NeoSpeech has reasonable grounds to suspect that such is the case, NeoSpeech reserves the right to suspend or terminate any and all current or future use by you of the NS TTS Online Services.
(d) Upgrading and Downgrading Your Account. You may upgrade or downgrade the service plan, which will be in effect at the beginning of the next billing cycle. Downgrading to Free Services is not available.
4. SUBMITTED DATA.
(a) Responsibility for Submissions. You are solely responsible for the content of any Data you submit to the NS TTS Online Services. You warrant that Data you submit will not contain content that (i) is libelous, obscene, excessively violent, scandalous, defamatory, profane or pornographic, (ii) contains viruses or other contaminating or destructive features, (iii) violates the personal, proprietary, or intellectual property rights, such as copyrights, of any third party, or (iv) violates Section 7 (Acceptable Use Policy) set forth herein. Violation of these restrictions may result in limitations on your use of the NS TTS Online Services.
(b) License for Data. By submitting the Data to the NS TTS Online Services, you hereby grant NeoSpeech a worldwide, royalty-free, non-exclusive license to manipulate, reproduce, modify and create Audio Output based on the Data. This license will remain in effect until such Data is removed from the NS TTS Online Services.
(c) Right to Remove or Disable Access. If NeoSpeech is made aware of Data and any related Audio Output that may be (i) libelous, obscene, excessively violent, scandalous, defamatory, profane or pornographic, or that NeoSpeech determines in its sole discretion to be otherwise unacceptable, undesirable, or objectionable, (ii) a violation of any law, regulation, or rights of a third party, including, but not limited to, rights under the copyright law and prohibitions on libel, slander, and invasion of privacy, or (iii) a violation of Section 7 (Acceptable Use Policy) set forth herein, or if NeoSpeech determines that you have breached any of these Terms of Use in any way, NeoSpeech has the right, but not the obligation, to terminate or suspend your account without notice and/or to remove or disable access to any Audio Output without notice. For Data and any related Audio Output that is alleged to be in violation of law, NeoSpeech may remove such Data and any related Audio Output pursuant to the procedure described in Section 8 (Copyright Infringement and Copyright Agent) set forth herein.
(d) Limited Copyright License. The rights specified above to view, listen to, or download, as applicable, Preview Audio, Audio Output, the NS TTS Online Services, and use the software and information available on this Site, are not a right to copy the design, layout, or look and feel of the Site apart from the uses permitted herein. Elements of this Site are protected by trade dress and other laws and may not be copied or imitated in whole or in part. You agree not to use any means to circumvent log in, password, and other protections that NeoSpeech puts in place to restrict access to certain parts of the Site.
5. LIMITED RIGHTS IN AUDIO OUTPUT / LIMITED USE OF AUDIO OUTPUT. Subject to the terms and conditions of these Terms of Use, NeoSpeech grants you, the end user, a non-transferable, limited, non-exclusive, terminable license to use the Audio Output for personal, noncommercial, and internal purposes only. Audio Output shall not be distributed, broadcast or published through any media (including, but not limited to, radio, television or internet) without the purchase of a valid audio distribution license (regardless of whether such distribution is for noncommercial purposes). Notwithstanding the foregoing, you shall not reverse assemble, reverse compile, or otherwise modify Audio Output. Your license may not be transferred, leased, assigned, or sub-licensed. If you modify Audio Output in any way not expressly authorized by NeoSpeech, your license is automatically terminated. Preview Audio may only be used for preview purposes.
6. PRIVACY POLICY. NeoSpeech may collect information about the use of the NS TTS Online Services, including the information identified in NeoSpeech's NS TTS Online Services privacy policy, subject to the additional conditions and limitations described in the privacy policy. For more information, please see the full NeoSpeech NS TTS Online Services privacy policy linked at the bottom of each page of NS TTS Online Services website.
7. ACCEPTABLE USE POLICY. You agree not to use the NS TTS Online Services to:

(a) upload, post or otherwise transmit any Data that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, profane, pornographic, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable, or otherwise use the Services to violate the law;

(b) harm minors in any way;
(c) impersonate any person or entity, including, but not limited to, a NeoSpeech official, or falsely state or otherwise misrepresent your affiliation with a person or entity;
(d) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Data transmitted through the service;
(e) upload, post or otherwise transmit any content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
(f) upload, post or otherwise transmit any content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
(g) upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
(h) upload, post or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
(i) interfere with or disrupt the NS TTS Online Services or servers or networks connected to the NS TTS Online Services, or disobey any requirements, procedures, policies or regulations of networks connected to the NS TTS Online Services;
(j) "stalk" or otherwise harass another person;
(k) collect or store personal data about other users;
(l) promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals (this may include, but is not limited to, providing instructions on how to assemble bombs, grenades and other weapons, and creating "crush" services); or
(m) use the NS TTS Online Services (or directory) as storage for remote loading or as a door or signpost to another home page, whether inside or beyond the NS TTS Online Services.
8. COPYRIGHT INFRINGEMENT AND COPYRIGHT AGENT. NeoSpeech will, in appropriate circumstances, terminate your access to the NS TTS Online Services if you are involved in disputes regarding intellectual property rights, and remove or disable access to related content. If you believe that your Data has been used or copied in a way that constitutes copyright infringement and such infringement is occurring on the NS TTS Online Services website, please provide notice to NeoSpeech's Copyright Agent by mail at 4633 Old Ironsides Drive, Suite 200, Santa Clara, CA 95050 or by fax at +1-408-914-2710. The notice to NeoSpeech's Copyright Agent ("Notice") should include the following:
(a) A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest that is alleged to have been infringed;
(b) A description of the copyrighted Data that you claim have been infringed and identification of what material in such work(s) is claimed to be infringing and which you request to be removed or access to which is to be disabled;
(c) A description of where the material that you claim is infringing is located on the NS TTS Online Services website (if applicable);
(d) Information sufficient to permit NeoSpeech to contact you, such as your physical address, telephone number, and email address;
(e) A statement by you that you have a good faith belief that the use of the material identified in your Notice in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(f) A statement by you that the information in your Notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner's behalf.
THE COPYRIGHT AGENT SHOULD ONLY BE CONTACTED IF YOU BELIEVE THAT YOUR DATA HAS BEEN USED OR COPIED IN A WAY THAT CONSTITUTES COPYRIGHT INFRINGEMENT AND SUCH INFRINGEMENT IS OCCURRING ON THE NS TTS ONLINE SERVICES WEBSITE. THE COPYRIGHT AGENT WILL NOT RESPOND TO ANY OTHER INQUIRIES.
9. CONTENT ON THE NS TTS ONLINE SERVICES WEBSITE. Data submitted to the NS TTS Online Services is provided exclusively by users. By using the NS TTS Online Services, you acknowledge that: (i) NeoSpeech does not pre-screen Data or Audio Output and, as such, NeoSpeech does not guarantee the accuracy, integrity, or quality of such Data or of the Audio Output associated with the Data; (ii) you will evaluate, and bear all risks associated with the use of any Audio Output, including any reliance on its accuracy, completeness, or usefulness; and (iii) you may be exposed to content that is indecent, offensive, or otherwise objectionable.
10. GENERAL PRACTICES REGARDING USE AND STORAGE. NeoSpeech will use commercially reasonable efforts to prevent the loss of or damage to Data in its possession and will maintain commercially reasonable back-up procedures and copies to facilitate the reconstruction of any Data that may be lost or damaged by NeoSpeech in the event that you, after using your best efforts, are unable to reconstruct such Data via your own back-up procedures and copies.
11. WARRANTIES AND DISCLAIMERS.
(a) THE NS TTS ONLINE SERVICES COULD INCLUDE TECHNICAL OR OTHER MISTAKES OR INACCURACIES. NEOSPEECH ASSUMES NO RESPONSIBILITY FOR ERRORS OR OMISSIONS IN THE DATA POSTED BY YOU OR OTHER USERS. ALL SERVICES PROVIDED HEREUNDER, INCLUDING NS TTS ONLINE SERVICES AND AUDIO OUTPUT, IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE SERVICES PROVIDED THROUGH THE NS TTS ONLINE SERVICES ARE PROVIDED WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT.
(b) WITHOUT LIMITING THE FOREGOING, NEOSPEECH MAKES NO WARRANTY THAT (i) THE SERVICES AND AUDIO OUTPUT WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICES AND AUDIO OUTPUT WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AUDIO OUTPUT WILL BE EFFECTIVE, ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY SERVICES OR AUDIO OUTPUT PURCHASED OR OBTAINED BY YOU FROM THE NS TTS ONLINE SERVICES WILL MEET YOUR EXPECTATIONS, AND (v) THE NS TTS ONLINE SERVICES AND/OR AUDIO OUTPUT IS COMPLETELY SECURE. IN NO EVENT WILL NEOSPEECH BE RESPONSIBLE FOR ANY SITUATION WHERE THE SECURITY, AVAILABILITY OR STABILITY OF THE NS TTS ONLINE SERVICES OR THE AUDIO OUTPUT IS COMPROMISED BY YOU OR A THIRD PARTY. NEOSPEECH EXPRESSLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR ANY DATA ON OR SUBMITTED TO THE NS TTS ONLINE SERVICES AND FOR ANY AND ALL AUDIO OUTPUT ASSOCIATED WITH SUCH DATA, INCLUDING, WITHOUT LIMITATION, FOR ANY ERRORS OR OMISSIONS IN ANY DATA OR AUDIO OUTPUT.
12. LIMITATION OF LIABILITY.
(a) IN NO EVENT SHALL NEOSPEECH OR ITS LICENSORS BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO ANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF DATA, LOSS OF PROFITS OR LOSS OF BUSINESS) ARISING OUT OF OR IN CONNECTION WITH THE PROVISION OF THE NS TTS ONLINE SERVICES OR AUDIO OUTPUT OR OTHER MATERIALS OR SERVICES FURNISHED HEREUNDER OR ANY UNAUTHORIZED ACCESS TO OR ALTERATIONS OF YOUR DATA OR AUDIO OUTPUT, EVEN IF NEOSPEECH HAS BEEN ADVISED, KNOWS OR SHOULD KNOW OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL NEOSPEECH'S LIABILITY ARISING OUT OF, OR OTHERWISE RELATED TO THE SUBJECT MATTER HEREOF EXCEED THE AMOUNT PAID BY THE CLAIMING PARTY FOR THE PRODUCTS AND/OR SERVICES THAT GAVE RISE TO ANY CLAIM OVER THE PRECEDING TWELVE (12) MONTH PERIOD, OR, IF THE CLAIMING PARTY HAS NOT PAID FOR ANY ACCESS, ONE HUNDRED DOLLARS ($100.00). YOU ACKNOWLEDGE THAT THE ALLOCATION OF RISKS AND THE LIMITATIONS OF LIABILITIES CONTAINED IN THIS PARAGRAPH IS A MATERIAL CONSIDERATION FOR NEOSPEECH PROVIDING THESE SERVICES.
(b) SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
(c) THE USE OF THE NS TTS ONLINE SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.
13. INDEMNITY. You agree to defend, indemnify and hold NeoSpeech, and its directors, subsidiaries, affiliates, officers and employees, successors and assigns, harmless from and against any claim, action or demand, including reasonable attorneys' fees and costs, made by any third party due to or arising out of Data you submit to the NS TTS Online Services, your connection to the NS TTS Online Services, your use of Audio Output, your violation of these Terms of Use, or your violation of any rights of another.
14. ACCESS TO NS TTS ONLINE SERVICES. You are responsible for all charges and fees associated with connecting to the NS TTS Online Services, including without limitation all telephone access lines (including long-distance charges, when applicable), internet service provider fees, telephone and computer equipment, sales taxes and any other fees and charges necessary to access the NS TTS Online Services.
15. INTERNATIONAL USE. Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Data. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.
16. TERMINATION. NeoSpeech may, at its sole discretion and without prior notice to you, (i) change or terminate these Terms of Use, and (ii) terminate or suspend your right to use the NS TTS Online Services and your right to use and distribute any Audio Output created, if payment has not been received on your account within seven (7) days of the due date, or if you breach any of the terms or conditions of the Terms of Use.The The foregoing remedies are in addition to all other legal or equitable remedies available to NeoSpeech.
You may cancel the NS TTS Online Services by contacting NeoSpeech Customer Service at billing@neospeech.com or by such other means as NeoSpeech may provide from time to time. NeoSpeech reserves the right to collect fees, surcharges, or costs incurred before your cancellation takes effect.
Your license set forth in section 5 to use and distribute Audio Output generated by NS TTS Online Services will automatically terminate upon the termination or suspension of your account.
17. SURVIVAL. The limitations and disclaimers of warranties, the indemnity obligations, and the provisions of governing law, jurisdiction and venue, shall survive the termination of these Terms of Use.
18. GOVERNING LAW. The NS TTS Online Services is controlled by NeoSpeech from its offices within the State of California in the United States of America. By accessing the NS TTS Online Services, you and NeoSpeech agree that the statutes and laws of the State of California, without regard to the conflicts of law principles thereof, shall govern all matters relating to your access to, or use of, the NS TTS Online Services and any Data or Audio Output. If for any reason a court of competent jurisdiction finds any provision of these Terms of Use, or a portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible and the remainder of these Terms of Use shall remain in full force and effect.
19. WAIVER. NeoSpeech's failure to enforce any provision of this Agreement will not be construed as a waiver of any provision or right. In the event that a portion of this Agreement is held unenforceable, the unenforceable portion will be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of the provisions will remain in full force and effect. Waiver by either party of a breach of any provision of this Agreement or the failure by either party to exercise any right hereunder shall not operate or be construed as a waiver of any subsequent breach of that right or as a waiver of any other right.
20. FORCE MAJEURE. NeoSpeech will not be liable in any amount for failure to perform any obligation under this Agreement if such failure is caused by the occurrence of cause beyond the reasonable control of NeoSpeech including, without limitation, outages of the Internet or connections thereto, communications outages, labor shortage, earthquake, fire, flood, war, or act of God; or any acts of governmental bodies or authorities.
21. ENTIRE AGREEMENT. These Terms of Use constitute the entire agreement regarding the subject matter and supersede all prior agreements whether written or oral between you and NeoSpeech. If NeoSpeech modifies these Terms of Use by providing new terms and conditions in the same location, then you will be deemed to have accepted the modifications if you continue to use the NeoSpeech services.