Lyrebird Evaluation Agreement

Version 1

Last Updated: August 25, 2017

 

DO NOT USE THE SERVICES UNTIL YOU HAVE READ AND AGREED TO THIS LYREBIRD EVALUATION AGREEMENT (“AGREEMENT”).

 

Lyrebird, Inc. (“Lyrebird”, “we”, “us”, “our”) desires to obtain data from you (“User”, “you”, “your”) related to the use and testing of a pre-release evaluation version of the services available or enabled via the Lyrebird website (https://lyrebird.ai/) (“Site”), which include, without limitation, Lyrebird’s speech synthesis technology that allows you to: (i) create a digitized version of your own voice (“Digital Voice”) that can read aloud the text you type on the Site in different intonations (“Digital Voice Messages”), after you record one minute, or more, of your own voice (“Your Voice”) on the Site, and (ii) type text on the Site that other digital voices, which are provided on the Site to demonstrate the technology’s functionality, can read aloud in different intonations (“Demo Voice Messages”) (collectively with the Site, “Services”). You understand that the Services are still in development and are willing to use and evaluate the Services for the period of time as Lyrebird may allow or until expiration of this Agreement (“Term”). In the event of any conflict or inconsistency between the Agreement and Written Release Regarding Collection, Storage, and Disclosure of Biometric Data (“Biometric Data Agreement”) and this Agreement, the Biometric Data Agreement shall control with respect to such conflict.

 

This Agreement is between you and Lyrebird. It governs your access and use of the services available or enabled via the Site and Services. BY CLICKING THE “I ACCEPT” BUTTON, COMPLETING THE REGISTRATION PROCESS, OR ACCESSING THE SERVICES YOU REPRESENT THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, AND YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH LYREBIRD. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICES.

 

Now therefore, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, you and Lyrebird hereby agree as follows:

 

1. Our Services

A. We hereby grant to you a royalty-free, non-exclusive, non-transferable, personal use, trial evaluation license to use the Services to record Your Voice, create your own Digital Voice and create Digital Voice Messages solely for the purpose of evaluating the functionality of the Services. You may not use the Services, or any portion thereof, for commercial or development purposes, or any other purpose not specifically set forth in this Agreement. You acknowledge and agree that this Agreement does not constitute and is not intended to be a license of any commercial release of the Services.

B. Subject to the Biometric Data Agreement, you hereby grant to us a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display Your Voice, Digital Voice, Digital Voice Messages, Demo Voice Messages and any other materials (“Your Content”) that you create, upload, submit, post or otherwise make available (“Make Available”) on the Services. You warrant that you are the holder of any worldwide intellectual property right, including moral rights, in Your Content.

2. Ownership. You acknowledge and agree that we will own and retain all right, title, and interest in and to all intellectual property rights, including, without limitation, all worldwide patent, copyright, trademark, and trade secrets rights, in the Services and any derivative works thereof. ALL RIGHTS NOT EXPRESSLY GRANTED TO YOU HEREUNDER ARE RESERVED FOR US.

3. Restrictions & Responsibilities.

A. Use Restrictions. As a condition of using the Services, you agree that you will not: (i) reproduce, modify, distribute, transfer, or make available the Services, or any portion thereof to any third party; (ii) reverse engineer, decompile, disassemble, or otherwise attempt to derive the underlying source code for the Services; (iii) record, upload, create, or otherwise Make Available the voice of a third party on your account; (iv) Make Available defamatory, obscene, shocking, hateful, threatening, or otherwise inappropriate content or statements, including, without limitation, through Your Voice, Digital Voice,  Digital Voice Messages, or Demo Voice Messages, on or through the Services; (v) create a false identity or otherwise impersonate a third party on or through the Services; (vi) create an account of anyone other than yourself (a real person); (vii) use another user’s account; (viii) harass, abuse, or harm another person; (viii) bypass or circumvent any access controls or Services use limits; (ix) remove any proprietary rights notices or other notices contained in the Services; (x) engage in framing, mirroring, or otherwise simulating the appearance or function of the Services; (xi) use the Services, including, without limitation, Your Voice, Digital Voice, Digital Voice Messages, or Demo Voice Messages, to endorse or commercialize products or services; (xii) use another user’s digitized voice; or (xiii) publish any performance or benchmark tests or analyses relating to the Services, or use thereof.

B. Responsibility for Content. You agree that you, and not us, are responsible for all of Your Content that you Make Available on or in the Services and the Demo Voice Messages you Make Available on or in the Services.

C. Lyrebird Disclaimer. Lyrebird is under no obligation to provide support, technical or otherwise, under this Agreement, and provides no assurance that any specific errors, bugs, or other malfunctions in the Services will be corrected.

4. Feedback. We may periodically contact you to request that you provide Feedback (defined below) regarding the use, operation, and functionality of the Services. You agree that any ideas, suggestions, and other information you provide us, including, without limitation, information about operating results, known or suspected bugs, errors or compatibility problems, and user desired features (“Feedback”) is at your own risk and that we have no obligations with respect to such Feedback. You hereby grant to us a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially and non-commercially exploit in any manner, any and all feedback, and to sublicense the foregoing rights.

5. Fees. The Services are provided to you at no cost.

6. Biometric Data. Lyrebird will use Your Voice, Digital Voice, and Digital Voice Messages in a manner consistent with the Biometric Data Agreement, available at https://lyrebird.ai/terms/biometrics.

7. Third-Party Websites. The Services may contain links (or icons that serve as links) to third-party websites. When you click on a link to a third-party website, we will not warn you that you have left the Services and are subject to the terms and conditions (including privacy policies) of another website. Such third-party websites are not under Lyrebird’s control and Lyrebird is not responsible for any third-party websites. Lyrebird provides these websites to you only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to third-party websites. You use all links to and in third-party websites at your own discretion and risk. If you are a New Jersey resident or otherwise have rights under New Jersey’s consumer protection laws, this provision does not limit or waive your rights under New Jersey law and this provision is intended to be only as broad and inclusive as is permitted by the laws of the State of New Jersey.

8. Warranty Disclaimer.

A. YOU ACKNOWLEDGE AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, AND ANY MODIFICATIONS, UPDATES, AND ENHANCEMENTS TO THE SERVICES: (i) MAY CONTAIN ERRORS AND ARE PROVIDED ONLY FOR A LIMITED EVALUATION PURPOSES; (ii) ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. LYREBIRD DOES NOT MAKE ANY, AND EXPRESSLY DISCLAIMS ALL, WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED, STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.

B. YOU ACKNOWLEDGE AND AGREE THAT: (i) THE SERVICES ARE IN DEVELOPMENT, ARE EXPERIMENTAL IN NATURE, AND WILL CONTINUE TO UNDERGO TESTING; (ii) THE OPERATION OF THE SERVICES WILL NOT BE UNINTERRUPTED OR ERROR-FREE; AND (iii) YOUR USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK.

C. THE SERVICES MAY CONTAIN FEATURES OR FUNCTIONALITY THAT ARE NOT INCLUDED IN ANY PRODUCTION VERSION OF THE SERVICES OR THAT WILL BE MARKETED SEPARATELY FOR ADDITIONAL FEES.

9. Indemnification. You agree to indemnify and hold Lyrebird, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “Lyrebird Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) Your Content; (b) your use of, or inability to use the Services; (c) your breach of this Agreement; (d) your violation of any rights of a third party, including other users; or (e) your violation of any applicable laws, rules or regulations. Lyrebird reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Lyrebird in asserting any available defenses.

10. Limitation of Liability. Lyrebird will not be liable for any indirect, special, consequential or punitive damages, and the maximum aggregate liability of Lyrebird related to and arising out of this Agreement, under contract, indemnity, tort, statute, or any other legal or equitable theory, shall not exceed one hundred U.S. dollars ($100). THE LIMITATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF BARGAIN BETWEEN YOU AND US.

11. Term and Termination.

A. Expiration. Unless sooner terminated as provided in this Section, this Agreement will expire, with or without notice to you, upon the commercial release of the Services or the commercial release of a modified version of the Services.

B. Termination. Lyrebird may terminate your account, participation in the evaluation, or this Agreement entirely, at any time and for any reason, with or without notice to you.

C. Effects. Upon termination or expiration of this Agreement, the rights and licenses granted to you under this Agreement shall automatically and immediately terminate, and you shall immediately cease using the Services. Sections 2 (Ownership), 3 (Restrictions & Responsibilities), 4 (Feedback), 6 (Biometric Data), 7 (Third-Party Websites), 8 (Warranty Disclaimer), 9 (Indemnification), 10 (Limitation of Liability), 11.C (Survival), and 12 (General) shall survive termination or expiration of this Agreement.

12. General.

A. Contact Information. If you have any questions or concerns about this Agreement, please email support@lyrebird.ai.

B. Governing Law. This Agreement and any action related thereto will be governed and interpreted by the laws of the State of California, without regard to its conflict of law provisions. You hereby expressly consent to the personal jurisdiction and venue in the jurisdiction (e.g. state or province) in which Lyrebird’s principal place of business is located for all claims and disputes arising out of our relating to this Agreement.

C. No Assignment. This Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without prior written consent of Lyrebird. Any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

D. Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

E. Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions in this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

F. Entire Agreement. This Agreement is the final and complete Agreement between you and Lyrebird with respect to the subject matter in this Agreement and supersedes and replaces any prior proposal, representation, discussion or understanding between you and us. No modification or amendment of this Agreement, nor any wavier or any rights under this Agreement, will be effective unless in writing and signed by you and us.

 

[END OF EVALUATION AGREEMENT]