“Account Administrator” means an individual identified and authorized by the Customer to manage User Accounts.
“Agent” means a named user(s) employed by the Customer to operate Voice Atlas for or on behalf of the Customer.
“Cause” means a breach of any representation, condition or covenant of the Terms of Service by either party (or in the case of the Customer, any End User).
“Change in Control” means the sale of all or substantially all the assets of a party; any merger, consolidation or acquisition of a party with, by or into another corporation, entity or person; or any change in the ownership of more than fifty percent (50%) of the voting capital stock of a party in one or more related transactions.
“Company” means Navteca, LLC.
“Content” means all content of any type, including without limitation, data, text, graphics, voices, sounds, logos, images, illustrations, software or source code, audio and video, and animations.
“End User” means an individual who is authorized by the Customer to use Voice Atlas.
“End User Content” means any Content an End User provides Customer while using Voice Atlas, including name and email address.
“Plan Documentation” means the applicable Terms of Service for your Voice Atlas Plan.
“Service Term” means the period for which you have acquired the license and right to use Voice Atlas.
“Services” means the specific products and services included in the Voice Atlas Plan.
“User Account” means a Voice Atlas account accessible by Customer via a username and password to access your Voice Atlas Plan.
“Your Content” means content owned or licensed by you that is accessed by and used in Voice Atlas.
“Voice Atlas Plan” means the Plan you choose.
Grant of Rights We grant you a non-exclusive, revocable, worldwide, non-transferable, non-sublicensable right and license to use Voice Atlas for the purposes set forth in the Voice Atlas Plan, subject to the limitations set forth in your Account.
Each Customer must have an Account allowing access via a username and password.
You agree to monitor the use of your Agents. You are responsible for all use of Voice Atlas by your Agents, whether or not authorized.
You agree to notify us immediately of any unauthorized use of your username and password or of any other breach of security and to comply with all reasonable requests we may make to change your username and/or password and otherwise respond to a security breach.
Company reserves the right to access Customer accounts for technical and administrative purposes and for security reasons. The information obtained in such a manner shall not be processed or made available to any third parties unless required by the Customer or the provisions of law.
Charges and Payment
The plan you choose governs the features of your account. Some plans require payment. We may charge your credit card on an ongoing basis in accordance with the plan you choose and any other charges you may incur in connection with your use of Voice Atlas.
You agree to make all payments according to the terms of your Voice Atlas Plan.
You will be billed on the first day of your paid subscription, and monthly or annually thereafter, unless and until you cancel your subscription. If your monthly subscription begins on a day that is not contained in subsequent renewal month, you will be billed on the last day of that month. For example, if your subscription began on March 31st, your billing dates for months that do not have 31 days would be the 30th.
The Company is not responsible for any additional bank fees, interest charges, finance charges, overdraft charges, or other fees resulting from charges billed by the Company. Currency exchange settlements will be based on agreements between the Customer and the provider of the Customer’s credit card.
You are responsible for paying all taxes, levies, duties or similar governmental assessments of any nature associated with this Agreement, other than those assessable against use based on our income, property or employees.
If you will be paying other than by credit card, we will invoice you in advance and payment shall be due net 30 days from invoice date. You are responsible for providing complete, current and accurate billing and contact information for the term of this Agreement.
All charges are non-refundable unless expressly stated otherwise, or otherwise provided by applicable law.
We’re proud that you are a part of the Voice Atlas community! You grant us a worldwide, non-exclusive, royalty-free, non-transferable license to use your trademarks, service marks, and logos for the purpose of identifying you as a Voice Atlas customer in order to promote Voice Atlas.
Usage Limits Your Plan may be subject to usage limits. If you exceed any of contractual usage limits applicable to you, you shall promptly pay any invoice for excess usage in accordance with Section 4.
You are solely responsible for the functionality of your Internet access, including the transmission paths and hardware.
You will obtain and maintain all required consents from End Users for your collection, use, storage and transfer of the information they provide you while using Voice Atlas.
In the event the Company becomes aware that an End User has breached the applicable terms of this Agreement, you will suspend such End User’s account until the End User has cured such breach.
You are responsible for any and all contents, phrases, and entries transmitted in connection with the use of Voice Atlas.
You are responsible for Agents and End Users complying with all applicable provisions of the Agreement.
You are responsible for ensuring that the use of the Voice Atlas to store and transmit Your Content and End User Content is compliant with all applicable laws and regulations, including without limitation any and all privacy policies, agreements.
You hereby grant us, solely for the purpose of enabling your use of Voice Atlas, a non-exclusive, worldwide, royalty-free, transferable right and license (with the right to sublicense), to use, copy, cache, publish, display, distribute, modify, create derivative works, and store Your Content and the End User Content and to allow others to do so.
We will not access, use or disclose Your Content or the End User Content without your permission, except as reasonably necessary to provide customer support to you, to troubleshoot your account or for any other purpose authorized by you.
You agree to indemnify and hold harmless the Company and its subsidiaries, affiliates, officers, agents, partners, and employees from any claim or demand, by third parties, including reasonable attorneys’ fees, resulting from use of Your Content or End User Content.
On termination of this Agreement, we shall make commercially reasonable efforts to remove Your Content and End User Content from Voice Atlas in a timely manner; however, you recognize and agree that caching of or references to Your Content or End User Content may not be immediately removed.
Other than Your Content, all Content displayed on or accessible through Voice Atlas is the property of the Company and/or third parties and is protected by United States and international copyright laws. You may be held liable for any unauthorized copying or disclosing of this Content. You agree that our licensors shall be third party beneficiaries to this Agreement and that these entities may directly enforce, and may rely upon, any provision of the Agreement that confers a benefit on them or grants rights in favor of them.
You are solely responsible for any and all acts and omissions that occur by you, your Agents or the End Users. You may not use Voice Atlas for any unlawful purpose and shall terminate any such unauthorized use by an End User. Your use of Voice Atlas must comply with all local rules regarding online conduct and acceptable content.
Voice Atlas may not be used in any manner that could damage or overburden Voice Atlas or interfere with any other party’s use of Voice Atlas.
You are solely responsible for any content you or the End User choose to make public through the content management features of Voice Atlas.
You agree to not engage (or allow others to engage) in the following unacceptable uses of Voice Atlas:
Disseminating or transmitting material that, to a reasonable person, may be abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening, or malicious;
Disseminating, storing, or transmitting files, graphics, software, or other material that actually or potentially infringes on the copyright, trademark, patent, trade secret, or other intellectual property right of any person;
Creating a false identity or otherwise attempting to mislead any person as to the identity or origin of any communication;
Exporting, re-exporting, or permitting downloading of any content in violation of any export or import laws, regulation, or restriction of the United States and its agencies or authorities, or without all required approvals, licenses, or exemptions;
Using manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” Voice Atlas;
Interfering with or attempting to gain unauthorized access to other accounts or to any other computer network;
Allowing Voice Atlas to be used by children under the age of 13;
Storing or transmitting viruses, trojan horses, or any other malicious code or program; or
Engaging in any other activity deemed by the Company to be in conflict with the spirit or intent of this Agreement.
Data Protection Privacy
Company will act as a processor or service provider for any personal information included Customer Content or End User Content. Customer shall comply with all applicable data protection laws and regulations. The Customer shall have sole responsibility for the accuracy, quality, and legality of personal data and the means by which Customer acquired personal information. The Customer shall (a) as required by applicable law, provide notice to its customers (End-Users) and Agents, as well as obtain consent (if required) for processing and transferring Agents and End-Users Personal Data to the Company; (b) be responsible for its employees, representatives, End-Users, and Agents that have access and use Voice Atlas;(c) comply with any limitations or restrictions set forth in the Agreement, and (d) use Voice Atlas only in compliance with applicable law.
You acknowledge and agree that in providing the services hereunder, the Company may engage sub-processors to process the Customer Content and End Use Data, including without limitation, any personal data. Any third-party service providers will only be given access to Customer Content and End User Content as is reasonably necessary to provide the services in the Voice Atlas Plan will be subject to (a) confidentiality obligations which are commercially reasonable and substantially consistent with the Company standards; and (b) their agreement to comply with the data transfer restrictions applicable to the Company.
Compliance with Laws; Privacy
Changes to Voice Atlas; Terms of Service
We may change the features and functions of Voice Atlas over time. We will endeavor to avoid changes that are not backward-compatible. If any such changes become necessary, we will use reasonable efforts to notify you prior to implementation.
We may revise and update these Terms of Service from time to time in our sole discretion. We shall notify the Agent at least ten (10) days prior to a change. Your continued use of Voice Atlas following after the change becomes effective means that you accept and agree to the changes.
Your Voice Atlas Plan (https://www.voiceatlas.com/#pricing) may provide for technical support as provided therein.
Intellectual Property Rights
This Agreement does not constitute a sale of Voice Atlas. You acknowledge that, as between us and you, we are the owner of (or derive ownership title rights from third parties to) Voice Atlas and the intellectual property content contained therein, including without limitation the Company’s name, and any trademarks, service marks or logos. You do not by this Agreement acquire any such rights. You do not receive or acquire any proprietary rights therein. You may not use, access, or allow others to use or access Voice Atlas in any manner not permitted under the Agreement.
We reserve all rights not expressly granted to you. The use of Voice Atlas may not be transferred to anyone without our prior written consent. Any authorized transferee shall agree in writing to be bound by this Agreement. In no event may you copy, loan, rent, time-share, sublicense, assign, transfer, lease, sell or otherwise dispose of the Company’s software, data, or other Content on a temporary or permanent basis except as expressly provided herein.
You may not, nor permit any third party to, modify, adapt, translate, create derivative works from, reverse engineer, decompile, disassemble, or otherwise attempt to derive any source code from Voice Atlas other than those components subject to open source licenses that permit such actions.
All logos and product names appearing on or in connection with Voice Atlas are proprietary to the Company or its licensors and/or suppliers. You agree to never remove or obscure any proprietary notices, logos or product identification labels from the Company’s software, and other content, as applicable.
Service Term; Termination
Either party may terminate this Agreement for Cause in the event the other party has not cured its material breach of this Agreement within thirty (30) days of written notice by the non-breaching party. Customer’s right to use Voice Atlas will terminate immediately on the date of termination for Cause. If Customer terminates for Cause, we will issue a partial refund, prorated based on the Service Term.
We may terminate this Agreement if you have failed to make timely payment pursuant to Section 4.
We may terminate this Agreement immediately upon written notice to Customer if a bankruptcy or insolvency proceeding is commenced by or against Customer or if the Customer is dissolved, liquidated or deemed insolvent.
Upon termination, you and End Users may not have access to Your Content or End User Content. You are responsible for backing up Your Content and End User Content that you use with Voice Atlas.
Unless terminating for Cause, termination of the Agreement by Customer will not alter Customer’s obligations to pay all charges due to the Company at the time of termination.
You agree to indemnify and hold harmless the Company (including its subsidiaries, affiliates, officers, agents, partners, and employees) from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising from your use of Voice Atlas (including any use by your End Users), your violation of this Agreement, any third party terms or conditions described herein, or your violation of any rights of another, including without limitation that Your Content or End User Content violates or infringes upon any copyright, trademark, patent or other proprietary right.
In the event any third-party brings a claim against you based upon an allegation that Voice Atlas infringes on a copyright or misappropriates a trade secret of any third party, we will pay all damages and costs (including reasonable legal fees) finally awarded by a court of final appeal attributable to such a claim, provided that you notify us in writing of any such claim as soon as reasonably practicable and allows us to control, and reasonably cooperate with us in the defense of, any such claim and related settlement negotiations. In connection with such claim, we may (i) procure for you the right to continue using Voice Atlas; (ii) replace or modify Voice Atlas so that it is non-infringing and substantially equivalent in function. If either of those options is not commercially practicable in our reasonable estimation, we will refund the fees that Customer has paid and cancel access to Voice Atlas.
THIS SECTION SETS FORTH THE COMPANY’S SOLE AND EXCLUSIVE OBLIGATIONS, AND YOUR SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO CLAIMS OF INFRINGEMENT OR MISAPPROPRIATION OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.
We shall have no obligation to indemnify Customer for any claim that is based on (i) your use of Voice Atlas other than as authorized by this Agreement or the Plan Documentation ; (ii) your failure to use updated or modified versions of Voice Atlas that have been made available to you; (iii) your use of Voice Atlas after receiving notice from the Company to stop doing so in order to avoid infringement or misappropriation; or (iv) the combination, operation or use of Voice Atlas with equipment, devices, software, systems, or data that were not supplied by the Company.
Representations and Warranties The Company and Customer each make the following representations and warranties to the other but to no other person, each of which is material, on each of which the other party relies, and each of which shall survive any termination of this Agreement:
Such party is duly organized and in good standing under the laws of its jurisdiction of organization and in each other jurisdiction where such organization or good standing is required for the performance of this Agreement.
Such party’s entry into and performance under this Agreement has been duly approved by all necessary corporate action and does not violate any constituent instrument of such party.
Such party’s entry into and performance under this Agreement does not violate any law or regulation, judicial or executive order, or contractual commitment by which such party is bound.
Voice Atlas is a “commercial item,” as that term is defined at 48 C.F.R. 2.101, consisting of “commercial computer software,” as such terms are used in 48 C.F.R. 12.212, and is provided to the U.S. Government only as a commercial end item. Any technical data provided with Voice Atlas is commercial technical data as defined in 48 C.F.R. 12.211. Consistent with 48 C.F.R. 12.211 through 12.212, 48 C.F.R. 227.7202-1 through 227.7202-4, and 48 C.F.R. 252.227-7015, all U.S. Government users acquire only those rights set forth herein.
Acknowledgement. YOU EXPRESSLY ACKNOWLEDGE THAT THE TERM COMPANY INCLUDES NAVTECA, LLC, ITS BRANCHES AND SUBSIDIARIES, AND THE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, AFFILIATES, AND SUBCONTRACTORS OF THE SAME.
“As Is”, “As Available” and “With All Faults”. EXCEPT AS OTHERWISE SET FORTH HEREIN, YOU EXPRESSLY AGREE THAT THE USE OF VOICE ATLAS IS AT YOUR SOLE RISK. VOICE ATLAS, INCLUDING ANY THIRD-PARTY SOFTWARE, SERVICES, MEDIA, OR OTHER CONTENT MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH VOICE ATLAS, ARE PROVIDED ON AN “AS IS” “AS AVAILABLE”, “WITH ALL FAULTS” BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED.
No warranties. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE COMPANY OR THROUGH VOICE ATLAS, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
Service Operation and Non-Voice Atlas Content. THE COMPANY DOES NOT WARRANT THAT VOICE ATLAS, INCLUDING ANY SOFTWARE, OR CONTENT OFFERED ON OR THROUGH VOICE ATLAS WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS AND DOES NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.
Accuracy. THE COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS FROM THE USE OF VOICE ATLAS IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
Harm to Your Computer. YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN SOFTWARE, SERVICES, OR CONTENT THROUGH VOICE ATLAS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM SUCH USE.
Limitation of Liability and Damages
Limitation of Liability. UNDER NO CIRCUMSTANCES, AND UNDER NO LEGAL THEORY, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL THE COMPANY OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS OR SUPPLIERS, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, OR USE OR COST OF COVER) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THAT RESULT FROM (I) YOUR USE OR THE INABILITY TO USE VOICE ATLAS, (II) CUSTOMER CONTENT OR (III) END USER CONTENT, EVEN IF THE COMPANY OR A COMPANY AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Limitation of Damages. IN NO EVENT SHALL THE TOTAL LIABILITY OF THE COMPANY OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS, LICENSORS, OR SUPPLIERS TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF VOICE ATLAS (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, OR OTHERWISE) EXCEED THE LESSER OF ONE HUNDRED DOLLARS (US$100) OR FEES PAID IN THE PRECEDING TWELVE (12) MONTHS.
CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES, OR LIABILITY CONTAINED IN THIS AGREEMENT APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION IN WHICH YOU ARE LOCATED. THE COMPANY DISCLAIMS ALL WARRANTIES IN CONNECTION WITH THE CONTENT AND VOICE ATLAS, AND WILL NOT BE LIABLE FOR ANY DAMAGE OR LOSS RESULTING FROM YOUR USE OF VOICE ATLAS.
Claim Period. YOU AND THE COMPANY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF THIS AGREEMENT OR RELATED TO THE COMPANY MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
This Agreement shall be governed by and construed in accordance with the laws of Maryland, without giving effect to any principles of conflicts of law. You agree that any action at law or inequity arising out of or relating to this Agreement or we shall be filed only in local and federal courts located in Baltimore, Maryland and you hereby consent and submit to the exclusive personal jurisdiction and venue of such courts for the purposes of litigating any such action.
A provision of this Agreement may be waived only by a written instrument executed by the party entitled to the benefit of such provision.
Our failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision.
If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.
If there is a conflict between the terms of this Agreement or the Plan Documentation, the documents will control in the following order: the Agreement and the Plan Documentation.
Each party’s failure in its obligation of performance hereunder (except payment obligations) shall be excused or delayed to the extent that such failure is caused by events beyond such party’s reasonable control (an event of force majeure). Such events include, without limitation, pandemics, natural disasters, terrorism, cyberattacks, Acts of God, civil disturbance, labor disputes, strikes, riots, but expressly exclude market conditions and obligations to pay money. A party claiming the occurrence of such an event shall promptly notify the other party thereof.
No joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement or use of Voice Atlas.
The following Sections will survive expiration or termination of this Agreement: 4, 8, 10, 13, 14, 16, 19, 20 and 21.
You further acknowledge no confidential, fiduciary, contractually implied, or other relationship is created between you and us other than pursuant to this Agreement.
This Agreement shall not be assigned by either party without the prior written consent of the other party, which shall not be unreasonably withheld; provided, however, that either party may, without the prior consent of the other, assign all of its rights under this Agreement upon a Change in Control.