Terms and Conditions

(Last revised: July, 2024)

1. Preamble

1.1 Speax4.0

The speax.ai website and the other Services are brought to you by Limytd AG with its registered office in Zug, Switzerland (“Limytd AG”) and its Affiliates (collectively, “Speax”, “we,” “us,” or “our”). Speax is an AI-powered dubbing software that allows immediate dubbing of video files in several languages or even certain geographical or sociolinguistic dialects within a given language and offers the possibility to sync the dubbing with the lip movements of the characters in the video.

1.2 Acceptance

When a user, whether acting individually or on behalf of another person or legal entity, (“you” or “User”) accesses our Services or makes use of our Services, User has clicked on the acceptance box during the sign-up procedure and therefore agrees to, and is deemed to have explicitly accepted, the terms and conditions set out in this document (“Terms”).The moment you access or use of the Services (each time the “Effective Date”), you are subject to and you agree to be bound by these Terms. Therefore, read these Terms carefully before, as they represent a legally enforceable agreement between you and us.

IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

1.3 Scope

Speax grants you access to and use of the Services, consisting of:

the Speax website https://speax.ai or such other URL as may be designated by us from time to time (the “Website”); and/or
the Speax AI-powered dubbing software (“Software”);
the Dubbing and the Dubbed Product;
your User Account;
the Speax Subscription Plans (Basic, Standard, Premium);
any mobile applications or other applications offered by us; and/or
any software besides the Software, tool, feature, functionality, services or other content offered by us on or through the Website or any of our applications (third party links or referrals to third party services such as applications, tools, features, functionalities or content are not part of the Services);

(each a “Service” and collectively "the Services").

1.4 Your representation

By accessing or using the Services in any way, including without limitation by visiting the Website, or downloading the applications, you represent that (1) you have read, understood, and agreed to be bound by these Terms; (2) you are 18 years or older, or of the age of majority in your local jurisdiction, whichever is higher, and legally capable of forming a binding contract with us; and (3) you have the authority to enter into these Terms personally or on behalf of the legal entity for whom you are using the Services. You are responsible for all activities that occur during your use of the

Services. You agree that you shall monitor your use of the Services to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Services by minors.

1.5 Disclaimer (summary)

The Services are controlled and offered by Limytd AG from Switzerland. Limytd AG makes no representations that the Services are appropriate or available for use in other locations. You may not use the Services if you are located in, or a citizen or resident of any state, country, territory or other jurisdiction WHERE YOUR USE OF THE SERVICES WOULD AMOUNT TO ANY VIOLATION of any applicable law either by you or by us, which is your obligation to check before using the Services. Those who access or use the Services from countries other than Switzerland do so at their own volition and are responsible for compliance with local law. These Terms are binding even if our efforts to prevent the use of the Services fail and/or can be circumvented. You understand and accept that WE ARE NOT LIABLE for any damages that may occur to you as a result of your usage of the Services and that there will be NO REIMBURSEMENTS for such damages. You hereby agree to release us of all prospective liabilities arising therefrom. FURTHER RESTRICTIONS OR LIABILITIES (Section 4 “Acknowledgments”, Section 5 “Disclaimer; No Liability”, Section 6 “Your Warranties”, Section 7 “Indemnifications”) APPLY TO YOU.

1.6 Modification of Terms and Services

You understand that the Services are evolving and that you may need to update third-party software from time to time in order to use the Services. We reserve the right to review, modify (incl. adding new or removing existing features), suspend or discontinue, temporarily or permanently, these Terms, the Services or any parts thereof, incl. their form or nature, at any time and in our sole discretion without prior notice to you. You consent to any updated Terms before you continue using the Services following an update to these Terms. Your continued use of the Services after any modification constitutes your consent, whether or not you have explicitly accepted said modifications. Any changes to the Terms will be effective immediately. PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.

1.7 Definitions

All capitalized terms used herein and not defined within a given Section are defined in Section 0.

2. Ownership and Use of Service

2.1 Rights to the Services

Ownership rights and title. Except with respect to any open source software, any User Upload that you make available, the Dubbing and the Dubbed Product, you agree that Speax and its licensors own all respective rights, title and interest in and to the Services including all updates, modifications, improvements, adaptations, and enhancements made thereto. The communication of the Services by us or the permission to use it or the use of it by you does not create any rights in your favour. You understand and agree that the use of the Services does not grant you any rights other than the use license mentioned below.

If the Services provide you with the Dubbing and the Dubbed Product, you only acquire ownership of the Dubbing and the Dubbed Product itself in accordance with Section 2.4 and 2.5. You acknowledge that you do not acquire ownership or any intellectual property rights (including protected or unprotected know-how) to the Services.

In particular, company names and trade names, the name Speax or Limytd and related graphics, logos, trademarks, service marks, emblems or other property markings incorporated in or accompanying, used on or in connection with the Services (the “Property Markings”), the software, codes, systems, methods, information, “look and feel”, compilation of the content, data, all text, images, graphics, sound, video and animation files, button icons, user interfaces, visual interfaces or other works, as well as the organization, design, structure, selection, coordination and arrangement of the content and all other elements of the Services are subject to the copyright, trademark rights and other rights of us or our Affiliates and may not be used without permission in connection with any third-party products or services or otherwise than as expressly permitted by these Terms. You are not entitled to modify, obscure, remove or destroy any Proprietary Markings. Speax reserves all rights not expressly granted by these Terms. Any goodwill accruing out of the use of our Property Markings vest in us and/or our Affiliates, as the case may be. The above applies as well to third-party Property Markings.

Non-aggression obligation. You undertake not to attack our intellectual property rights (including protected or unprotected know-how) and other rights to the Services, nor to assist third parties in attacking them.

Use license in favour of User. Subject to your compliance with these Terms, in particular the payment of the Subscription Fee (para. 3.3), we grant you a limited, worldwide, non-exclusive, non-transferable, non-assignable, non-sublicensable and anytime revocable license to use the Services solely for your personal and commercial purpose. We do not grant any further license. In particular you may not use the Services for any purpose that is prohibited by the Terms or applicable law. By accessing the Services, you agree not to (except as expressly permitted herein):

reproduce the Services; produce derivative works; duplicate; extract for reuse; transfer for use in another service; incorporate portions of the Services into your own computer programs; copy; imitate; further/backward develop; frame; use on other websites; connect with another software and/or other data; merge; adapt; access the Services in order to build similar or competitive services or in general use the Services for competing AI developments;
reverse engineer, reverse compile, edit, decompile or disassemble the Services or any part of the Services;
license; rent; lend; forward; distribute; sell; assign; otherwise transfer; modify; print; republish; download; display; post; host; make available, whether for a fee or free of charge, on the Internet, on other networks or otherwise; translate; the Services
use any metatags or other “hidden text” using our Property Markings;
use any manual or automated software, devices or other processes (including spiders, crawlers, auto-responders or other data mining tools) to “scrape” or download data from any web pages in the Website or from the Services;
Instigating third parties to or aiding and abetting the aforementioned actions is also prohibited. The use license is automatically terminated in case you violate these Terms and in particular the aforementioned rules.

2.2 Open Source Software

You acknowledge that the Services may use, incorporate or link to certain open source software and that your use of the Services may be subject to, and to the extent necessary you will have to comply with any applicable open source software licenses. Each item of open source software is licensed under the terms of the end-user license that accompanies such open source software. Nothing in these Terms limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for the open source software. If required by any license for particular open source software, Speax makes such open source software, and Speax’s modifications thereto, available by written request at the notice address specified below.

2.3 User Upload and User Data

Ownership rights and title. You own your User Upload, including all related copyrights, other intellectual property rights and any other rights and the User Data. Speax does not claim ownership of your User Upload or User Data. You acknowledge that all of your User Upload and User Data is your sole responsibility. This means that you and other Users of the Services, and not Speax, are responsible for their respective User Upload and Data, as it is neither checked nor filtered by us.

Use license in favour of Speax. When you upload User Uploads or User Data through or in the Services, you represent that you own and/or have all rights necessary to do so. You hereby grant to Speax a royalty-free, fully paid, perpetual, irrevocable, worldwide, non-exclusive, sublicensable right (including any moral rights) and license on the User Upload and User Data for the Speax Use. We do not use the User Uploads and User Data for any other purpose, nor are they accessible or visible to other Users of the Services. You represent that you own and/or have all rights necessary to grant Speax said license.

2.4 Dubbing

Ownership rights and title. By law, Speax has the exclusive, full, complete and independent copyright and any other right of whatever nature to the Dubbing. Speax hereby transfers its ownership and title including the related copyrights, other intellectual property rights and all other rights to you. The rights are transferred to you under the resolutory condition that you do not violate these Terms, in particular Section 2.7 (Prohibited Actions).

Use license in favour of Speax. You hereby grant to Speax a royalty-free, perpetual, irrevocable, worldwide, non-exclusive, sublicensable right (including any moral rights) and license on the Dubbing for the Speax Use. We do not use the Dubbing for any other purpose, nor are they accessible or visible to other Users of the Services.

Waiver. You acknowledge that depending on the similarity of a User Upload of another User with your User Upload, the Dubbing provided to such other User might be similar to the Dubbing provided to you. You hereby irrevocably and unconditionally revoke to attack or otherwise challenge in any way possible under any legal theory under any jurisdiction both (1) the Dubbing provided to the other User and (2) the Use license granted to us thereon based on grounds of said similarity.

2.5 Dubbed Product

Ownership rights and title. As a consequence of the transfer made under Section 2.4 above, the Parties hereby acknowledge that User has Ownership rights and title including the related copyrights and other intellectual property rights on the entire Dubbed Product.

Use license in favour of Speax. You hereby grant to Speax a royalty-free, perpetual, irrevocable, worldwide, non-exclusive, sublicensable right (including any moral rights) and license on the Dubbed Product for the Speax Use. We do not use the Dubbed Product for any other purpose, nor are they accessible or visible to other Users of the Services.

2.6 Feedback

You may provide ideas, suggestions, documents, and/or proposals about the Services to us through any means (“Feedback”).You agree that submission of Feedback is at your own risk and that Speax has no obligations with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. Any Feedback is deemed to have been generated by or to have accrued to us. You hereby assign and transfer all rights thereto to us. To the extent certain jurisdictions do not provide for the assignability of such intellectual property rights, you hereby grant to Speax a fully paid, royalty-free, perpetual, irrevocable, worldwide, nonexclusive, transferable, assignable and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, for any purpose. We do not owe you any special compensation for such transfer or assignment or license.

2.7 Provisions applicable to User Upload, Dubbings and Dubbed Products

Prohibited Actions. You shall not (and shall not permit any third party to) use our Services in a way and/or take any action, upload any file and/or make available any User Upload or User Data

or Feedback or Dubbing or Dubbed Product on or through the Services or outside the Services that:

is prohibited by these Terms;
s made in a derogatory or misleading or defamatory manner, which does negatively reflect on Speax in any possible way;
contains another Person’s personal information without that Person’s written consent or otherwise impersonates any Person, including any of our employees or representatives;
contains information that may be deemed (1) pornographic or sexualized content, with or without involving minors; (2) content that targets minors in an illegal way; (3) graphic violence, offensive content, obscenity, threats, harassment, racist or defamatory or tortious content or incitement to violence; (4) cyberbullying or harassment; (4) libelous, deceptive or fraudulent content; (5) content that violates intellectual property rights or personality rights or privacy rights of third parties; (6) promotion of any of the foregoing activities or (5) criminal offense or any other unlawful, illegal or otherwise objectionable content or (6) that encourages conduct that may be deemed any of the foregoing;
s not accompanied with the respective right to use or otherwise infringes any intellectual property rights of any Person (e.g. copyrighted material);
interferes with the proper functioning of the Services or is otherwise technically harmful to us or the services from others or that engages in any potentially harmful acts directed against the Services and/or against services from third-parties, including violating any security features, introducing malware, viruses, worms, or similar harmful code into the Services; or
attempts to do any of the foregoing.

Our rights to interfere. If claims are made based on prohibited conduct in violation of hereof, we can take recourse against any involved or potentially involved and/or responsible Users and/or Persons. Speax will promptly act upon any third party intellectual property infringement claims. See also Section 8 (“Investigations”) below.

Compensation. We do not owe you any special compensation for your granting of any license.

3. Registration

3.1 Access and login through User Account

In order to access and use the Services, you need to create a User Account (“User Account”). In order to create your User Account and thus to gain access to the Services, you have either clicked on the sign-up option or signed up using external providers and filled in the required form. The User Account will be created at your sole request and with your chosen login and password. You can in addition add your (sur)name/company name. User warrants that any and all information provided for the purpose of the User Account creation, including the email address is valid, current, complete and accurate. User warrants that he will promptly notify Speax of any updates of the information provided. Registration data and other information submitted by the User for the creation of the User Account is subject to the accompanying Limytd AG's Privacy Policy and other accompanying documents available on the Website, if any. User hereby expressly consents to its sole responsibility for the use of the login information for User Account, for any registration data provided for the User Account creation, and for any actions done during any use of the User Account. User agrees to keep the login details and password private and to immediately notify Limytd AG of any unauthorized User Account activity the User may be aware of and modify the login information respectively. The User is solely responsible for any loss or damage User or Limytd AG may face as a result of User's failure to do so and Limytd AG MAY UNDERTAKE LEGAL PROCEEDINGS TO RECOVER ANY SUCH LOSSES.

Subscriptions and User Accounts cannot be transferred or sold to or exchanged with a third party or used for any unauthorized or illegal activities. Breaches of terms, legal requirements, or activities causing risk or harm can lead to account termination

3.2 Subscription plans

You can choose to purchase one of the following subscription plans: Basic, Standard, Premium (each plan a “Subscription” and all together the “Subscriptions”). Each Subscription grants you a certain number of minutes of video translation time (the “Credits”).

The selected Subscription is valid for one Billing Cycle and renews itself automatically for another Billing Cycle unless you unsubscribe your Subscription in accordance with Section 9.3.

You can upgrade or downgrade your Subscription anytime. Upgrades are effective immediately. Downgrades take effect at the beginning of the next Billing Cycle. In addition, you can purchase additional Credits anytime under your current Subscription without upgrading your current plan.

Under an unterminated Subscription, Credits that remain unused at the end of a Billing Cycle Credits roll over to the next Billing Cycle. If you unsubscribe your Subscription in accordance with Section 9.3, your Subscription is terminated at the end of the current Billing Cycle and all unused Credits will definitely be forfeited at the end of the current Billing Cycle WITHOUT ANY REFUND.

3.3 Billing

The selected Subscription is invoiced to you automatically in advance (the “Subscription Fee”) for each month (the “Billing Cycle”).

You hereby agree that the Subscription Fees regarding the current Billing Cycle in which you unsubscribed your Subscription ARE NON-REFUNDABLE.

You further agree that the Subscription Fee may change at any time for the subsequent Billing Cycle at our sole discretion by notifying you at least 30 calendar days in advance.

You hereby acknowledge that any paid Subscription Fee does not guarantee any uninterrupted service availability (see Section 4 “Acknowledgments”).

4. Acknowledgments

You accept and acknowledge that you take full responsibility for all activities that you effect through your User Account and accept all risks involved by using our Services to the maximum extent permitted by law.

You further accept, acknowledge and agree that:

Title. We own or are licensed to use, all legal right, title and interest in and to all elements of the Services and all intellectual property rights therein (including, without limitation, designs, systems, methods, information, computer code, software, services , “look and feel”, organization, compilation of the content, data, and all other elements of the Services); the same applies to any intellectual property rights of suppliers;
Access at your own risk. The service is provided "as is" without guarantees of uninterrupted or error-free performance. You acknowledge the risks of using the Services. You are solely responsible for any decision to use the Services. You bear sole responsibility for evaluating the Services before using them, and all use of the Services are without refunds. You must evaluate the accuracy and appropriateness of the Dubbing or the Dubbed Product. You purchase your Dubbing and access and/or use the Services entirely at your own risk and understanding and we have not made any representations or warranties as to the Dubbing acquired through the Services, including but not limited regarding poor or distorting or disfiguring translation and all its potentially negative consequences for the User, poor voiceover performance, lack of synchronicity, textual deviations from the original wording or any other translation choices taken by Speax where several translation options exist, work integrity of the Upload, IT security, any anticipated outcomes, any financial returns, use for a specific purpose, your uninterrupted, timely or permanently secure access to, or inability to access, or your use of or ongoing availability of the Services, incl. the Dubbed Products. As mentioned above, the Services may be disabled, disrupted or adversely impacted as a result of sophisticated cyber-attacks, surges in activity, computer viruses, and/or other operational or technical challenges, among other things. We disclaim any ongoing obligation to notify you of all of the potential risks of using and accessing our Services.
Scope of Services. Our sole obligation under these Terms is to perform the Services in accordance with these Terms.
Consent. You give your irrevocable consent to the Dubbing and the Speax Use of the images, videos, sound, music and voices contained in your User Upload and that you have the right to give this consent regarding all images videos, sound, music and voices contained therein. Your consent is given for all languages and dialects available in the Services from time to time.
Data Protection. Speax may process personal data relating to your access and use of the Services for our own business purposes including invoicing, User Account management, data analysis, benchmarking, technical support, research, development and improvement of Services or new Services and technologies and when required by law. Except as prohibited by applicable law, we may disclose any information in our possession (including User Upload and User Data) in connection with your use of the Services, to (a) comply with any applicable law, regulation and/or order of a competent authority; (b) enforce these Terms, (c) respond to your requests for customer service, (d) protect our rights, property or personal safety, our employees, directors, officers, partners, suppliers, customers, agents, or members of the public, or (e) for any other purpose legally possible reasonably determined by us, provided however that such User Content has been completely anonymized to the extent required for data protection purposes (for further information see our Privacy & Cookies Policy [https://speax.ai/privacy-policy] ).
Independent parties and tax. You are an independent party to these Terms, not a partner or an employee or agent of Speax. You are solely responsible for determining the tax implications of your use of the Services. To the extent permitted by law, YOU AGREE NOT TO HOLD US LIABLE, or any third party (including our Affiliates, founders, shareholders, directors, employees, developers related to Speax, auditors, contractors or licensors), for any tax liability associated with or arising from your use of the Services.
Risk of User Account. User understands that he must keep his password safe and that he may not share them with anyone. User may not share or allow others to use his User Account or account credentials. You are solely responsible for the safekeeping of the password and any activities under your User Account. It is your responsibility to monitor your User Account and you are solely responsible for the security of your User Account and for maintaining such security. Any unauthorized access to your User Account by third parties could result in the loss or theft of any Dubbed Products. You further understand and agree that we are not responsible, and you will not hold us accountable, for any unauthorized access to your User Account or any of the abovementioned risks.
Third-party Services, links and resources. While using the Services, you may view and/or access Third Party Services. Thus, the Services may contain or in some cases, integrate with our Services, certain Third-Party Services. By clicking on or otherwise accessing a linked website or application while using the Services, you agree to be bound by the terms and conditions of such Third Party Services and 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 or destination. Limytd AG provides these Third-Party Services only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services. We have no influence on the content of Third Party Services and assume no liability with respect to its content. You use all links in Third-Party Services at your own risk. When you leave our Services, these Terms no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
Your conduct. You agree that you are solely responsible for your conduct in connection with the Service.

5. Disclaimer; No liability

As is. The access to the Services, the use thereof and any result as a consequence of actions taken or failed to be taken based thereon are entirely at your own risk. The Services are provided „AS IS“ and „AS AVAILABLE“ and/or “UNDER DEVELOPMENT”. TO THE FULLEST EXTENT PERMITTED BY THE APPLICABLE LAW, WE AND OUR AFFILIATES, FOUNDERS, SHAREHOLDERS, DIRECTORS, EMPLOYEES, DEVELOPERS RELATED TO SPEAX AND/OR LICENSORS DO NOT GIVE (AND HAVE NOT GIVEN OUTSIDE THESE TERMS) ANY GUARANTEE, REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WRITTEN OR ORAL, REGARDING THE ACCESS TO OR THE INABILITY TO ACCESS THE SERVICES AND THE USE OF OR INABILITY TO USE OR THE RESULT OF THE SERVICES OR INDIVIDUAL ELEMENTS THEREOF AND WE DISCLAIM ANY AND ALL LIABILITY ARISING THEREOF and we and the aforementioned Persons shall not be held liable and you release us/them and agree not to hold us/them liable for any damages, including, but not limited to:

damages arising out of or in connection with the Services, these Terms, any communications, messages relating to Services or Transactions, interactions or meetings with other Users of the Services,
the cost of procurement of substitute goods or services resulting from any goods, data, information or other elements of the Services purchased or obtained through the Services;
damages resulting from unauthorized access to or alteration of your transmissions or data;
damages resulting from statements or conduct of any third party on the Services; or
damages resulting from any other matter relating to the Services based;

whether direct or indirect, incidental, or consequential, including lost profits, goodwill or data that may raise thereof, on any theory of liability, under any case or action whatsoever in any jurisdiction.

In particular, we do not warrant:

that the Services will meet your requirements;
that the results that may be obtained from the use of the Services are accurate or reliable;
that your use of the Services is error-free, virus-free, reliable, accurate, uninterrupted, timely, secure or error;
(implied) merchantability, collectability, insurability and fitness for a particular purpose;
quality, accuracy, effectiveness, reputation and other characteristics of services;
absence of poor translation, poor voiceover performance, lack of synchronicity, textual deviations from the original wording or any other translation choices taken by Speax where several translation options exist or any impact on the work integrity of the Upload.
non-infringement of third-party rights arising from the access or use of the Services;
that the Services will be regularly updated, modified or amended;
the conduct of third parties on or accessed via the Services or the use of other Third Party Services, nor that any of the above-mentioned elements apply to the goods or services of third parties.

Failure to fulfill any of the above does not constitute a breach of these Terms or otherwise give rise to any liability. At no point shall we be liable for:

any downtime, interruptions, delays, cancellations, User inability to use the Services or other disruptions.;
Users’ inability to use software;
lost revenues or profits, loss of services, business or goodwill, loss or corruption of data, loss
resulting from system or system service failure, malfunction or shutdown;
failure to accurately transfer, read or transmit information;
failure to update or provide correct information;
system incompatibility or provision of incorrect compatibility information;
breaches in system security; or
any consequential, incidental, indirect, exemplary, special or punitive damages regardless of whether such damages were foreseeable and whether or not we were advised of the possibility of such damages.

No advice or information, whether oral or written, obtained from Limytd AG or through the Services will create any warranty, representation or guarantee not expressly made herein.

Any content downloaded from or otherwise accessed through the Services is accessed at your own risk, and you shall be solely responsible for any damage to your property, including, but not limited to, your computer system and any device you use to access the Services, or any other loss that results from accessing such content.

The Services rely on, and Limytd AG makes no guarantee or representations or warranties as to the functionality of or access to, any Third-Party Services. The use and access of any Third-Party Services is at your own risk.

Limytd AG shall in no event be under the obligation to inquire into any damages suffered by you.

Force majeure. We shall not be liable for any delay or failure to perform any obligation or deliver results under these Terms resulting from causes outside our reasonable control, including, but not limited to, acts of God, war, terrorism, epidemics, pandemics, riots, blockages, embargos, sanctions, acts or orders of government, civil or military authorities, fire, floods, storms, earthquakes or other elements of nature, accidents, labor disputes, strikes or other Speaxstrial disturbances or electrical or power outages or shortages or shortages of transportation facilities, fuel, energy, labor or materials or utilities or telecommunications failures..

Cap on Liability. If the liability cannot be excluded under applicable mandatory law, our maximum aggregate liability shall be CAPPED AT CHF 100 (SWISS FRANCS ONE HUNDRED) and shall in no way include punitive damages. Any claim filed more than ten (5) calendar days after the discovery of our alleged liability shall be TIME-BARRED. If any disclaimer and/or limitation in these Terms is deemed invalid, unenforceable or ineffective under the applicable law, such disclaimer and/or limitation shall be deemed modified to apply to the maximum extent permitted by the applicable law.

6. Your Warranties

You warrant and assure us that:

(a) you have all requisite power and authority to execute and implement these Terms and:

you have all necessary power and authority to perform your obligations as set out therein;
the entering into of these Terms will not result in the violation of any of the terms and provisions of any agreement, written or oral, to which you may be a party or in the violation of any applicable privacy, personality or other right of Persons appearing in the User Upload or other third parties, including the “Right to one’s own picture” and the “Right to one’s own voice”; and
the execution and implementation of these Terms has been duly authorized by all necessary action on your part and these Terms constitute your legal and binding obligation, enforceable in accordance with its terms.

(b) Your payments to us have not been derived from any illegal or unlawful activity and they do not otherwise represent the proceeds of any activities done in violation or contravention of any law;

(d) You will not (and will not attempt to):

commit any of the prohibited actions set forth under Section 2.7;
provide false or misleading information to Limytd AG;
use or attempt to use another User’s User Account without authorization from such User;
pose as another person or entity;
use the Services in any manner that could interfere with, disrupt, negatively affect or inhibit other Users from fully enjoying the Services, or that could damage, disable, overburden or impair the functioning of the Services in any manner;
develop, utilize, or disseminate any software, or interact with any application in any manner, that could damage, harm, or impair the Services;
bypass or circumvent measures employed to prevent or limit access to any service, area, or code of the Services;
attempt to circumvent any content-filtering techniques we employ;
use any robot, spider, crawler, scraper, script, browser extension, offline reader, autoresponders, other data mining tools or other manual or automated means, software, device, interface or other processes not authorized by us to access the Services, download or extract data from any web pages in the Website or from other Services or otherwise interfere with or modify the rendering of Service pages or functionality;
use any metatags or other “hidden text” using our Property Markings;
collect or harvest data from our Services that would allow you to contact individuals, companies, or other persons or entities, or use any such data to contact such entities;
use data collected from our Services for any direct marketing activity (including without limitation, email marketing, SMS marketing, telemarketing, and direct marketing);
bypass or ignore instructions that control all automated access to the Services;
use the Service for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates any applicable law or these Terms;
Make available any User Content that infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; or
attempt to access any User Account that you do not have the legal authority to access. Any unauthorized use of any Services terminates the licenses granted by us pursuant to these Terms.

(e) If we request, you will identify yourself sufficiently and substantiate the source of funds involved in transactions using our Services;

(f) All funds transferred to us in relation to the Services have been taxed in compliance with the applicable tax laws. No funds or digital currencies (i) have been derived from any illegal or unlawful activity and they do not otherwise represent the proceeds of any activities done in violation or contravention of any laws; (ii) have origins that may be connected to any breach of money laundering regulations whatsoever, as defined in the jurisdiction of origin or internationally; and (iii) have any liens or encumbrances of any kind or any rights of third-party interests.

(g) Each of your warranties in this Section is true and accurate, and not misleading or deceptive as per Effective Date and, except as expressly stated, will be true, accurate and not misleading or deceptive each time any Services are provided to you. You must disclose to us anything that has or will constitute a material breach of one of your warranties in this Section or cause such a warranty to be untrue or inaccurate, as soon as you become aware of it.

7. Indemnification

You agree to indemnify and hold Speax, its founders, shareholders, directors, employees, developers linked to Speax and licensors, harmless to the fullest extent permitted by law from any

losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of:

Your use of, or inability to use, the Services;
Your violation of the Terms;
Your User Upload;
Your violation of any rights of another party, including but not limited to any other User of the Services; or
Your violation of any applicable laws, rules, orders or regulations.

Limytd AG reserves the right, at its own discretion and 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 Limytd AG in asserting any available defenses. You agree that the provisions in this Section will survive any termination of these Terms and/or your access to the Services.

You are ultimately responsible for ensuring that all relevant laws and regulations are obeyed in the delivery of your own services, if any, to your customers. Depending on the services offered by you, these may include, among others, technologies to assist with: data protection, fraud prevention, anti-money laundering laws, or Know Your Customer (KYC) requirements. Should you fail to comply with these responsibilities to your clients and such failure lead to any detrimental consequences for Limytd AG and its affiliates, you shall defend, hold harmless, and indemnify Limytd AG and its affiliates on a franc / dollar / Euro per franc / dollar / Euro basis, against all damages resulting from such failure, provided that such failure is not caused by any act or omission of Spex in providing the Services.

8. Investigations

Limytd AG may, but is not obligated to, monitor or review the Services and User Upload, User Data, Dubbings or Dubbed Products at any time. Without limiting the foregoing, Limytd AG shall have the right, in its sole discretion, to remove any of the foregoing for any reason (or no reason), including if such content violates these Terms or any applicable law. Although Limytd AG does not generally monitor User activity occurring in connection with the Services or its content, if Limytd AG becomes aware of any possible violations by you of any provision of these Terms, Limytd AG reserves the right to investigate such violations, and Limytd AG may, at its sole discretion, immediately terminate your license to use the Services, or change, alter or remove your User Upload, User Date, the Dubbing or the Dubbed Product in your User Account, in whole or in part, without prior notice to you.

9. Term and termination

9.1 Term

These Terms enter into force on Effective Date and remain in full force and effect while you use the Services during the term of your Subscription, unless terminated by you or us in accordance with Section 9.2 and Section 9.3 below.

9.2 Termination by Limytd AG

Limytd AG is free to terminate (or suspend access to) at any time your use of the Services for any violation committed by you, including (1) failure to pay the Subscription Fee or (2) any other breach of these Terms or (3) legal requirements or (4) activities causing risk or harm to us, in each case in our sole discretion, WITHOUT ANY REFUND and without any prior notice or warning to you. Limytd AG has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms. Limytd AG will not have any liability whatsoever to you for any suspension or termination.

If Services are stopped for reasons imputable to Speax, User’s unused Credits will be refunded

9.3 Termination by You

If you want to unsubscribe your Subscription, you may do so by cancelling your subscription through our user interface and/or deletion of your User Account. Upon receipt of your termination notice or your deletion of your User Account, your Subscription will be terminated at the end of the current Billing Cycle and all unused Credits will definitely be forfeited at the end of the current Billing Cycle WITHOUT ANY REFUND. For the avoidance of doubt, this non-refund policy also applies in case the same User subscribes again after having unsubscribed his Subscription.

9.4 Survival

All provisions of these Terms which by their nature should survive, shall survive termination of the Subscription, including without limitation, Section 2 (Ownership and Use of Services), Section 5 (Disclaimer; No Liability), Section 6 (Your warranties), Section 7 (Indemnification) and Sections 17 & 18 (Governing Law and Jurisdiction).

9.5 No Subsequent Use

If your ability to access the Services is discontinued by Limytd AG, then you agree that you shall not attempt to access the Services through use of a different name, another User Account or otherwise.

10. Assignment

The Terms, your rights and obligations under these Terms, the Subscription and the User Account may not be assigned, subcontracted, delegated or otherwise transferred by you without Limytd AG’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. We have the right to assign, subcontract, license and sublicense any or all of our rights and obligations hereunder.

11. Support team, questions, Complaints, Claims

If you have any questions, complaints or claims with respect to the Services, please contact us at [email protected]. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.

12. Waiver

Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. Any delay or failure in exercising any right shall not constitute a waiver unless such waiver is expressly confirmed in writing.

13. No-Offset

The set-off of User’s claims against Speax against claims of Speax against User is completely excluded.

14. Data Protection

The processing of personal data shall be in accordance with our Privacy Policy available at [https://speax.ai/privacy-policy].

15. Severability

If any portion of these Terms is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, its original meaning, and the remaining portions shall remain in full force and effect.

16. Entire Agreement

These Terms are the final, complete and exclusive agreement between you and us with respect to the subject matter hereof and supersedes and merges all prior discussions between you and us with respect to such subject matter.

17. Jurisdiction and proceedings

All claims and disputes arising out of or relating to these Terms will be litigated EXCLUSIVELY BEFORE THE COMPETENT COURTS AT THE REGISTERED OFFICE OF Limytd AG. You agree that any dispute is personal to you and us and shall only be resolved by an individual litigation and that You will only be permitted to pursue disputes or claims and seek relief against Us on an individual basis, not as a plaintiff or class member in ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. You hereby expressly, irrevocably and unconditionally waive any right you may have (i) to bring a dispute as a class action or any other representative proceeding before the competent court and (ii) to submit or consolidate your claim with those of other claimants. No court shall have the authority to consolidate claims, nor shall it have the power or authority to interpret the legality or enforceability of this Section.

18. Governing Law

These Terms and any action related thereto will be governed by, construed and interpreted by and under the substantive laws of Switzerland, the exclusion of conflict of laws rules and the United Nations Convention On Contracts For The International Sale Of Goods (CISG).

19. Definitions

"Affiliate" means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person.

“Billing Cycle” has the meaning given to it in Section 3.3.

“Credits” has the meaning given to it in Section 3.2.

“Dubbing” means the synchronization of your User Upload by the Software in the languages selected by you, whether lip-synced or not, including the subtitle file (SRT) for the original language.

“Dubbed Product” means your User Upload combined with the Dubbing, i.e. each dubbed User Upload.

“Effective Date” means the date on which User is for the first time accessing and/or using the Services and thereafter each date on which User is accessing and/or using the Services.

“Feedback” shall have the meaning given to it under Section 2.6.

“Limytd AG” has the meaning given to it in the Preamble.

“Person” means an individual or a legal entity, partnership, business or organization.

“Property Markings” shall have the meaning given to it in Section 2.1.

“Services” has the meaning given to it in the Preamble.

“Speax” has the meaning given to it in the Preamble.

“Speax Use” means the use by Speax of the User Upload, the Dubbing or the Dubbed Product for the internal purpose of (1) User Account management, (2) technical support and otherwise

performing and operating the Services and (3) improving the Services, including:

data analysis;
benchmarking;research, development, enhancing and improvement of Services or new Services and technologies or the creation of derivative works;
using it for machine learning, artificial intelligence training, synthetic reproduction, voice cloning, to train or create a synthetic reproduction for text to speech or to convert audio/video to text or for generating subtitles or for creating artificial intelligence algorithms or for merging the Dubbing or the original recordings of the User Upload with other recordings or voices of third persons;
storage and archiving;
modifying, reproducing, distributing or cutting at will;
any other type of use that is technically necessary to enable the aforementioned use

The Speax Use encompasses all possible current and future use cases including types of use that are unknown at the Effective Date. For jurisdictions that do not permit such consent or license to unknown types of use, you irrevocably undertake to grant us automatically such right as soon as possible (and you hereby automatically grant us such right, only conditional upon the moment said jurisdiction allows the granting) without additional compensation.

“Software” has the meaning given to it in the Preamble.

“Subscription” has the meaning given to it in Section 3.2.

“Subscription Fee” has the meaning given to it in Section 3.3.

“Third Party Services” means third-party websites and applications (incl. all content therein and any product or service provided in connection therewith), which are accessed via third-party links.

“Terms” has the meaning given to it in the Preamble.

“Us” has the meaning given to it in the Preamble.

“User” has the meaning given to it in the Preamble.

“User Account” the meaning given to it in Section 3.1.

“User Data” means all data and information provided or uploaded by the User to the Services other than User Upload.

“User Upload” means all files uploaded by the User to the Services for dubbing, including videos and their original undubbed sound recordings.

“We” has the meaning given to it in the Preamble.

“Website” has the meaning given to it under in the Preamble.