IMPORTANT – PLEASE READ CAREFULLY
Before reading the articles below, please note the following preliminary terms, which use some of the definitions specified in Article 1 below:
Entering into this Agreement: This End User License Agreement constitutes a valid and binding agreement between GoVivace Inc. and You, as a user, for the use of the GoVivace Software. You must enter into this Agreement by clicking on the ACCEPT button in order to install and use the GoVivace Software. You hereby agree and acknowledge that this Agreement covers all Your use of GoVivace Software, whether it be from this installation or from any other terminals where GoVivace Software has been installed, by You or by third parties. Furthermore, by installing and continuing to use the GoVivace Software You agree to be bound by the terms of this Agreement and any new versions hereof.
Electronic Signatures and Agreement(s): You acknowledge and agree that by clicking on the ACCEPT button or similar buttons or links as may be designated by GoVivace to show Your approval of any foregoing texts and/or to download and install the GoVivace Software, You are entering into a legally binding contract. You hereby agree to the use of electronic communication in order to enter into contracts, place orders and create other records and to the electronic delivery of notices, policies, and records of transactions initiated or completed through the GoVivace Software. Furthermore, You hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law.
Jurisdiction’s Restrictions: If You are residing in a jurisdiction which restricts the use of internet-based applications according to age, or which restricts the ability to enter into agreements such as this agreement according to age and You are under such a jurisdiction and under such age limit, You may not enter into this Agreement and download, install or use the GoVivace Software. Furthermore, if You are residing in a jurisdiction where it is forbidden by law to offer or use software utilizing internet/cloud service, You may not enter into this Agreement and You may not download, install or use the GoVivace Software. By entering into this Agreement You explicitly state that You have verified in Your own jurisdiction if Your use of the GoVivace Software is allowed.
Article 1: Definitions
In this Agreement, the following capitalized definitions are being used, singular as well as plural.
1.1 Affiliate: Any corporation, company or other entity that directly or indirectly controls, is controlled by or is under common control with, GoVivace. For the purpose of this definition, the word “control” shall mean the direct or indirect ownership of more than fifty percent (50%) of the outstanding voting stock of the corporation, company, or other entity.
1.2 Agreement: This End User License Agreement, as may be renewed, modified and/or amended from time to time.
1.3 Documentation: Any online or otherwise enclosed documentation provided by GoVivace.
1.4 Effective Date: The date on which this Agreement is entered into by clicking on the ACCEPT button as stated above.
1.5 IP Rights: Any and all intellectual property rights, including but not limited to copyrights, trademarks, and patents, as well as know-how and trade secrets contained in or relating to the GoVivace Software, the Documentation, the GoVivace Website or the GoVivace Promotional Materials.
1.6 Password: Refers to a code you select, which, in combination with the User ID, gives You access to Your User Account.
1.7 GoVivace: Refers to the company established under the laws of Virginia, GoVivace Inc., with its address at 7700 Falstaff Rd. McLean VA – 22102.
1.8 GoVivace API: application program interface consisting of the set of routines utilized by the GoVivace Software to provide the GoVivace Software functionality for a given platform or operating system, GoVivace API being included in or linked to the GoVivace Software.
1.9 GoVivace Online Material: The GoVivace brochure, user-guides available for download on the GoVivace Website, or emailed to the user directly by staff.
1.10 GoVivace Promotional Materials: Any and all trademarks, names, signs, logos, banners, GoVivace Online Material, and any other materials, in whatever form, owned and/or used by GoVivace for the promotion of its company, its products, and activities.
1.11 GoVivace Software: The software distributed by GoVivace for various speech technology application, including without limitation the GoVivace API, UI and Documentation, as well as any future programming fixes, updates and upgrades thereof.
1.12 GoVivace Staff: The officers, directors, employees, and agents of GoVivace or its Affiliates or any other persons hired by GoVivace or its Affiliates.
1.13 GoVivace Website: Any and all elements, contents and the ‘look and feel’ of the website available under the URL www.govivace.com – among other URL’s -, from which website the GoVivace Software can be downloaded.
1.14 Terms of Service: means the agreement between GoVivace Inc. and You for the use of the Speech service.
1.15 UI: The user interface of the GoVivace Software.
1.16 User Account: Refers to the optional account with User ID and Password that You create for Your use of the GoVivace Software.
1.17 User ID: Refers to an identification code You selected, which in combination with the Password, gives access to Your User Account.
1.18 Speech Service: Means the payable services provided under the Terms of Service
1.19 You: You, the end user of the GoVivace Software, also used in the form “Your” where applicable.
Article 2: License and Restrictions
2.1 License: Subject to the terms of this Agreement, and for the payment of monthly subscription fees, GoVivace hereby grants You a limited, personal, non-commercial, non-exclusive, non-sublicensable, non-assignable, license to download, install and use the GoVivace Software on Your computer, phone or PDA for the sole purpose of personally using the speech applications provided by GoVivace and any other applications that may be explicitly provided by GoVivace. You are allowed to use GoVivace Software at work, in accordance with the terms of this Agreement.
2.2 No Granting of Rights to Third Parties: You will not sell, assign, rent, lease, distribute, export, import, act as an intermediary or provider, or otherwise grant rights to third parties with regard to the GoVivace Software or any part thereof.
2.3 No Modifications: You will not undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the GoVivace Software or any part thereof.
2.4 Third Parties: You acknowledge and agree that the GoVivace Software may be incorporated into, and may incorporate itself, software and other technology owned and controlled by third parties. Any such third party software or technology that is incorporated in the GoVivace Software falls under the scope of this Agreement. Any and all other third party software or technology that may be distributed together with the GoVivace Software will be subject to you explicitly accepting a license agreement with that third party. You acknowledge and agree that you will not enter into a contractual relationship with GoVivace or its Affiliates regarding such third party software or technology and you will look solely to the applicable third party and not to GoVivace or its Affiliates to enforce any of your rights.
2.5 New Versions of the GoVivace Software: GoVivace, in its sole discretion, reserves the right to add additional features or functions or to provide programming fixes, updates, and upgrades, to the GoVivace Software. You acknowledge and agree that GoVivace has no obligation to make available to You any subsequent versions of the GoVivace Software. You also agree that you may have to enter into a renewed version of this Agreement, in the event you want to download, install or use a new version of the GoVivace Software. Furthermore, You acknowledge and agree that GoVivace, in its sole discretion, may modify or discontinue or suspend Your ability to use any version of the GoVivace Software, and/or disable any GoVivace Software You may already have accessed or installed without any notice to You, for the repair, improvement, and/or upgrade of the underlying technology or for any other justifiable reason, including but not limited to, circumstances where You, at GoVivace’s discretion, are in breach of this Agreement, creating problems, possible legal liabilities, acting inconsistently with the letter or spirit of our policies, which can be found at Fair Use Policy or engaging in fraudulent, immoral or illegal activities, or for other similar reasons. GoVivace will not accept any liability in relation to the direct or indirect damages caused by (1) the release and/or the absence of release of new versions of the GoVivace Software and (2) by the suspension or termination of the license or this Agreement by GoVivace and/or by You.
2.6 Paid Services: This Agreement applies to download, installing and using the GoVivace Software. The use of any paid services which may be offered by GoVivace or its Affiliates is subject to the additional Terms of Payments and Service that are published on the GoVivace Website.
Article 3: Definitions to License Restrictions and Additional Terms
3.1 Distribution of GoVivace Software: You are not allowed to distribute the GoVivace Software under this Agreement.
3.3 Use of GoVivace API: You may make use of the GoVivace API, subject to license terms in Clause 2.1 and for the sole purpose of enabling Your application to connect with the GoVivace Software, provided that:
3.3.1 All such use of GoVivace API is carried out for legitimate purposes and shall in no way and to no extent adversely affect the functionality or performance of the GoVivace Software or services provided by GoVivace;
3.3.2 You will not remove, overtake, hide or otherwise make the UI inaccessible for end users;
3.3.3 You will monitor the GoVivace Website in order to ensure that You are aware of any changes in the applicable legal documents. In the event You cannot agree on any changes in any applicable legal document, You will immediately cease any and all use of the GoVivace API and, where applicable, any and all use of the GoVivace Software; and
3.3.4 You acknowledge and agree that Your use of the GoVivace API will be at Your own risk and account.
3.5 GoVivace Promotional Materials: Nothing in this Agreement will give You any right to use the GoVivace Promotional Materials.
3.6 Your use of this software is subject to our Fair-Use policy, which can be found at Fair Use Policy.
Article 4: Utilization of Your computer
4.1 Utilization of Your computer: You hereby acknowledge that the GoVivace Software may utilize the processor and bandwidth of the computer (or other applicable devices) in addition to the GoVivace cloud speech service.
4.2 Protection of Your computer (resources): You understand that the GoVivace Software will use its commercially reasonable efforts to protect the privacy and integrity of the computer resources (or other applicable devices) You are utilizing and of Your communication, however, You acknowledge and agree that GoVivace cannot give any warranties in this respect.
Article 5: Confidentiality and Privacy
5.1 GoVivace’s Confidential Information: You agree to take all reasonable steps at all times to protect and keep strictly confidential any confidential information regarding GoVivace, its Affiliates, the GoVivace Staff, the GoVivace Software and the IP Rights.
Article 6: IP Rights and Translations
6.1 Exclusive Ownership: You acknowledge and agree that any and all IP Rights to or arising from the GoVivace Software are and shall remain the exclusive property of GoVivace and/or its licensors. Nothing in this Agreement intends to transfer any such IP Rights to or to vest any such IP Rights in, You. You are only entitled to the limited use of the IP Rights granted to You in this Agreement. You will not take any action to jeopardize, limit or interfere with the IP Rights. You acknowledge and agree that any unauthorized use of the IP Rights is a violation of this Agreement as well as a violation of intellectual property laws, including without limitation, copyright laws, and trademark laws. You acknowledge and understand that all title and IP Rights in and to any third party content that is not contained in the GoVivace Software but may be accessed through use of the GoVivace Software, is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties.
6.2 With the exception of IP Rights of GoVivace and/or its licensors in GoVivace Software (including the GoVivace API), You retain the intellectual property rights You may have in the applications, materials, products or processes You create which are based on or utilize the GoVivace API. You hereby release and covenant not to hold liable GoVivace or its Affiliates, or any of their licensees, assigns or successors, for any and all damages, liabilities, causes of action, judgments or claims (a) pertaining to any intellectual property You develop that is based on, uses, or relates to the GoVivace API; and (b) which otherwise may arise in connection with Your use of, reliance on, or reference to the GoVivace API. As between, You and GoVivace, GoVivace and its licensors retain the IP Rights in and to the GoVivace Software (including the GoVivace API) and any derivative works thereto created by or for GoVivace or its licensors.
6.3 No Removal of Notices: You agree that You will not remove, obscure, make illegible or alter any notices or indications of the IP Rights and/or GoVivace’s rights and ownership thereof, whether such notice or indications are affixed on, contained in or otherwise connected to such materials.
6.4 Translations: You acknowledge and agree that the intellectual property rights regarding any translations made by You of any information on or accessible through the GoVivace Website or as otherwise requested of You by GoVivace at any time prior to or subsequent of the Effective Date will be and remain the sole and exclusive property of GoVivace without any compensation to You.
Article 7: Use of the GoVivace Software
7.1 Use: Installing GoVivace Software enables You to utilize speech technology services such as Speech Transcription and speaker identification or verification.
7.2 No Warranties: GoVivace cannot guarantee that You will always be able to use the GoVivace services, nor can GoVivace guarantee that You can use them without disruptions, delays or internet-related flaws or that the service shall meet the highest quality standards at all times. GoVivace will not be liable for any such disruptions, malfunctions or other problems in any service when using GoVivace Software.
7.3 No Responsibility for Content: You acknowledge and understand that the content of the speech used with the GoVivace Software is entirely the responsibility of the person from whom such content originated. GoVivace will not be liable for any type of content spread by means of the GoVivace Software.
7.4 Lawful purposes: You acknowledge and agree to use the GoVivace Software solely for lawful purposes. In this respect You may not, without limitation (a) intercept or monitor, damage or modify any communication which is not intended for You, (b) use any type of spider, virus, worm, trojan-horse, time bomb or any other codes or instructions that are designed to distort, delete, damage or disassemble the GoVivace Software or the communication, (c) send any unsolicited commercial communication not permitted by applicable law, or (d) expose any other user to material which is offensive, harmful to minors, indecent or otherwise objectionable.
Article 8: Term and (Consequences of) Termination
8.1 Term: This Agreement will be effective as of the Effective Date and will remain effective until terminated by either GoVivace or You as set forth below.
8.2 Termination by GoVivace: Without limiting other remedies, GoVivace may limit, suspend, or terminate this license and Your use of GoVivace Software, prohibit access to GoVivace Website and delete Your User Account and/or User ID, with immediate effect, if we think that You are in breach of this Agreement, creating problems, possible legal liabilities, acting inconsistently with the letter or spirit of our policies, which can be found at https://www.govivace.com/fair-use-policy/ infringing someone else’s intellectual property rights, engaging in fraudulent, immoral or illegal activities, or for other similar reasons. GoVivace shall effect such termination by providing notice to You to the email address You have provided, and/or by preventing Your access to the respective User Account. We reserve the right to cancel User Accounts that have been inactive for more than one (1) year.
8.3 Termination by You: You may terminate this Agreement with immediate effect at any time, with or without cause and without recourse to the courts, provided that You will meet with the conditions as set forth in Article 8.4 below.
8.4 Consequences of Termination: Upon termination of this Agreement, You (a) acknowledge and agree that all licenses and rights to use the GoVivace Software shall terminate, and (b) will cease any and all use of the GoVivace Software, and (c) will remove the GoVivace Software from all hard drives, networks, and other storage media and destroy all copies of the GoVivace Software in Your possession or under Your control.
8.5 No liability: GoVivace will not be liable in respect to any damage caused by the termination of this Agreement.
Article 9: Your Representations and Warranties; Indemnification of GoVivace
9.1 Representations: You represent and warrant that You are authorized to enter into this Agreement and comply with its terms. Furthermore, You represent and warrant that You will at any and all times meet with Your obligations hereunder, as well as any and all laws, regulations, and policies that may apply to the use of the GoVivace Software.
9.2 Indemnification: You agree to indemnify, defend and hold GoVivace, Affiliates and the GoVivace Staff harmless from and against any and all liability and costs, including reasonable attorneys’ fees incurred by said parties, in connection with or arising out of Your (a) violation or breach of any term of this Agreement or any applicable law or regulation, whether or not referenced herein, or (b) violation of any rights of any third party, or (c) use or misuse of the GoVivace Software, or (d) use and/or modification of the GoVivace API or (e) communication spread by means of the GoVivace Software.
9.3 U.S. Withholding Tax: United States-based end users and/or customers only: GoVivace and all affiliated non-U.S. GoVivace entities (including, but not limited to, GoVivace Software S.a.r.l., GoVivace Technologies, S.A., and GoVivace Communications S.a.r.l.) intend to fully comply with all applicable U.S. federal tax rules and regulations as provided by the Internal Revenue Code of 1986 (the “Code”) and the Treasury Regulations promulgated thereunder. GoVivace, Inc. (GoVivace’s U.S.-based affiliate) has been appointed to assist all U.S.-based end users and/or customers in complying with any and all U.S. tax obligations arising as a result of Your use of the GoVivace Software and/or GoVivace API. You hereby agree to appoint GoVivace, Inc. as Your withholding agent for purposes of the withholding provisions of Chapter 3 of the Code, section 3406 and other withholding provisions of the Code, and the reporting provisions of Chapter 6 of the Code. Your agreement does not modify in any way Your defenses provided under U.S. tax law to avoid tax for any payments made to GoVivace’s non-US entities. If You would like any information with respect to Your rights and obligations concerning any and all potential U.S. federal income tax liability and/or reporting responsibilities or if You wish to receive additional information (including applicable Forms W-8BEN (“Certificate of Foreign Status of Beneficial Owner for United States Withholding”), You may contact GoVivace at firstname.lastname@example.org.
9.4 Export Restrictions: You acknowledge that GoVivace Software may be subject to international rules that govern the export of software. You agree to comply with all applicable international and national laws that apply to the GoVivace Software as well as end-user, end-use and destination restrictions issued by national governments.
Article 10: Disclaimer of Warranties
10.1 No warranties: THE GOVIVACE SOFTWARE IS PROVIDED “AS IS”, WITH NO WARRANTIES WHATSOEVER; GOVIVACE INC. DOES NOT, EITHER EXPRESSED, IMPLIED OR STATUTORY, MAKE ANY WARRANTIES, CLAIMS OR REPRESENTATIONS WITH RESPECT TO THE GOVIVACE SOFTWARE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR USE OR A PARTICULAR PURPOSE. GOVIVACE FURTHER DOES NOT REPRESENT OR WARRANT THAT THE GOVIVACE SOFTWARE OR SERVICES WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE AND ERROR-FREE OR WILL OPERATE WITHOUT ANY PROBLEMS, NOR DOES GOVIVACE WARRANT ANY CONNECTION TO THE GOVIVACE SERVICE OR ANY QUALITY OF SUCH CONNECTIONS.
10.2 Your own Risk: You acknowledge and agree that the entire risk arising out of the use or performance of the GoVivace Software remains with You, to the maximum extent permitted by law.
10.3 Jurisdiction’s Limitations: As some jurisdictions do not allow some of the exclusions or limitations as set forth above, some of these exclusions or limitations may not apply to You. In such event, the liability will be limited as far as legally possible under the applicable legislation.
Article 11: Limitation of Liability
11.1 No Liability: The GoVivace Software is being provided to You either free of charge or a low monthly price. ACCORDINGLY, YOU ACKNOWLEDGE AND AGREE THAT GOVIVACE, ITS AFFILIATES AND THE GOVIVACE STAFF WILL HAVE NO LIABILITY IN CONNECTION WITH OR ARISING FROM YOUR USE OF THE GOVIVACE SOFTWARE, AS SET FORTH BELOW.
11.2 Limitation of Liability: IN NO EVENT SHALL GOVIVACE, ITS AFFILIATES OR THE SKYPE STAFF BE LIABLE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER FORM OF LIABILITY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF DATA, INTERRUPTION, COMPUTER FAILURE OR PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE GOVIVACE SOFTWARE, EVEN IF GOVIVACE, ITS AFFILIATES OR THE GOVIVACE STAFF HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.3 Remedy: YOUR ONLY RIGHT OR REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE SKYPE SOFTWARE IS TO CEASE USE OF SUCH GOVIVACE SOFTWARE AND CANCEL THE GOVIVACE SERVICE THAT YOU HAVE SUBSCRIBED TO.
11.4 Jurisdiction’s Limitations: As some jurisdictions do not allow some of the exclusions or limitations as set forth above, some of these exclusions or limitations may not apply to You. In such event, the liability will be limited as far as legally possible under the applicable legislation.
Article 12: General Provisions
12.1 New versions of the Agreement: GoVivace reserves the right to modify this Agreement at any time by providing such revised Agreement to You or by publishing the revised Agreement on the GoVivace Website. The revised Agreement shall become effective within thirty (30) days of such publishing or provision to You unless You expressly accept the revised Agreement earlier by clicking on the accept button. The express acceptance by You, or Your continued use of the GoVivace Software after expiry of the notice period of thirty (30) days, shall constitute Your acceptance to be bound by the terms and conditions of the revised Agreement. You can find the latest version of this Agreement at www.govivace.com/end-user-license-agreement. GoVivace reserves the right to make changes to this Agreement from time to time.
12.2 Entire Agreement: The terms and conditions of this Agreement constitute the entire agreement between You and GoVivace with respect to the subject matter hereof and will supersede and replace all prior understandings and agreements, in whatever form, regarding the subject matter.
12.3 Partial Invalidity: Should any term or provision hereof be deemed invalid, void or unenforceable either in its entirety or in a particular application, the remainder of this Agreement shall nonetheless remain in full force and effect.
12.4 No waiver: The failure of GoVivace at any time or times to require performance of any provisions hereof shall in no manner affect its right at a later time to enforce the same unless the same is explicitly waived in writing and signed by GoVivace.
12.5 No Assignment by You: You are not allowed to assign this Agreement or any rights hereunder.
12.6 Assignment by GoVivace: GoVivace is allowed at its sole discretion to assign this Agreement or any rights hereunder to any Affiliate, without giving prior notice.
12.7 Applicable Law: This Agreement shall be governed by and construed in accordance with the laws of Luxembourg without giving effect to any conflict of laws provisions, whether contained in Luxembourg law or the laws of your current state or country of residence.
12.8 Competent Court: Any legal proceedings arising out of or relating to this Agreement will be subject to the jurisdiction of the courts of the district of Luxembourg.
12.9 Language: The original English version of this Agreement may have been translated into other languages. In the event of inconsistency or discrepancy between the English version and any other language version of this Agreement, the English language version shall prevail.
YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS, AND CONDITIONS SET FORTH HEREIN. BY CLICKING ON THE ACCEPT BUTTON AND/OR CONTINUING TO INSTALL THE GOVIVACE SOFTWARE, YOU EXPRESSLY CONSENT TO BE BOUND BY ITS TERMS AND CONDITIONS AND GRANT TO GOVIVACE THE RIGHTS SET FORTH HEREIN.