VoAI Voice Studio Service Agreement

1. License Terms

1.1 The Service consists of a cloud-based SaaS platform website and API services. Subject to your compliance with this Agreement, the Company grants you a non-exclusive, non-transferable, non-sublicensable license to use the Service during the license term and within the scope licensed under this Agreement.

1.2 If you have purchased the Service (a “Paid User”), you may, within your valid term of use and usage quota (including but not limited to character counts, number of uses, credits, and time), use the Service to generate text, images, speech, video, and other content (“Generated Content”) for commercial or other lawful purposes.

2. Restrictions on the Scope of the License

2.1 Unless otherwise agreed in writing between you and the Company, you shall not:

1. (i)resell or rent out the Service in any manner;
2. (ii)transfer to any third party the rights the Company has granted to you;
3. (iii)by any form or method not provided by the Company, modify the Service, extend the term of use, increase the usage quota, misappropriate or use Service keys, or decompile, reverse engineer, or otherwise attempt to reconstruct the Service;
4. (iv)use any robot, spider, crawler, scraper, or other automated means to access the Service in order to monitor, extract, copy, or collect information or data from the Service; or
5. (v)engage in any conduct that violates the Service’s instructions for use or any law.

2.2 You shall not use Generated Content for any of the following purposes:

1. (i)pornography, profanity, defamation, disparagement, extortion, fraud, harassment, violence, gambling, discrimination, offending any religion or race, inciting hatred, inciting terrorism or crime, or exploiting or manipulating children;
2. (ii)creating false news or advertisements, or deceiving or intentionally misleading others;
3. (iii)making unsolicited calls or sending mass communications, except to existing customers with whom you have an established lawful business relationship, or to members who have completed registration and agreed to receive such messages;
4. (iv)impersonating any person or organization without lawful authorization;
5. (v)infringing the intellectual property rights or privacy of others;
6. (vi)training any artificial intelligence (AI) model; or
7. (vii)any other unlawful purpose.

2.3 If you have not purchased the Service (including but not limited to the API services), you may use Generated Content only for personal, non-commercial purposes. Any commercial use of Generated Content is strictly prohibited, including but not limited to:

1. (i)any use for direct or indirect profit, such as advertising, promotion, sales, paid courses, or the provision of services;
2. (ii)using Generated Content on video platforms where advertising revenue, membership revenue sharing, or other compensation mechanisms are enabled (such as YouTube, TikTok, and Bilibili);
3. (iii)providing Generated Content to third parties, or using it to provide services; and
4. (iv)embedding or integrating Generated Content into commercial products, applications, or platforms.

Commercial use is permitted only with the Company’s express written permission or after you purchase an appropriate license plan.

2.4 When using Generated Content, you must clearly inform end users that the content they see or hear is AI-generated. If you fail to comply with this requirement and a third party claims that its rights or interests have been harmed as a result, the Company shall bear no liability.

3. API Usage Rules

If you use the Service through the API, you shall also comply with the following rules:

3.1 Authorization and Usage Restrictions

1. (i)Your use of the API shall be limited to the scope authorized by the Company. You shall not access or operate the API by improper means (such as forging requests or using unauthorized third-party tools).
2. (ii)You shall not, by any means, modify, reverse engineer, decode, or attempt to circumvent the API’s security mechanisms (such as keys, rate limits, or security restrictions) in order to expand the scope of use or evade license restrictions.
3. (iii)You shall not transfer, sublicense, or share your license to the API services with any third party without the Company’s written consent.

3.2 Prohibited Abuse

You shall not use the API services to:

1. (i)send excessive or abnormal requests (such as exceeding your usage quota, abusing multiple accounts, or launching malicious traffic attacks) that affect the stability of the Company’s services;
2. (ii)engage in any conduct for the purposes prohibited under Section 2.2 of this Agreement (such as unlawful use or infringement);
3. (iv)attempt to tamper with, forge, or interfere with the Service’s API request and response data; or
4. (v)engage in any other conduct that may pose technical or legal risks to the Company or other users.

3.3 Traffic Monitoring and Rate Limiting

1. (i)The Company reserves the right to monitor API traffic, including but not limited to the number and frequency of requests and usage patterns. If abnormal traffic or abuse is detected, the Company may take any necessary measures (such as rate limiting, suspension, or termination of the API services).
2. (ii)If you need a larger usage quota or need to resolve a rate-limiting issue, you shall contact the Company and purchase the appropriate upgrade.

3.4 Handling of Breaches

1. (i)If you breach the API usage rules above, the Company may immediately suspend or terminate the API services and require you to provide a reasonable explanation.
2. (ii)If your breach causes losses to the Company or other users, the Company reserves the right to claim compensation for the resulting damages.
3. (iii)Depending on the abnormal API usage involved, the Company may take any necessary remedial measures against you, including but not limited to disabling API keys, limiting the number of requests, or terminating the contract.

4. Intellectual Property

4.1 You warrant that any content you input or upload when using the Service (including but not limited to text, images, audio files, and videos; “Input Content”) was created by you or has been lawfully licensed to you, and does not infringe the intellectual property rights or other rights of any third party. If your Input Content or your use of the Service causes any damage to the Company or any third party, you shall bear all legal liability and shall compensate the Company for all resulting losses (including but not limited to attorneys’ fees, litigation costs, and related damages).

4.2 If you are a Paid User and use content generated by the Service in compliance with this Agreement, then, provided that you do not violate any other provision of this Agreement, you have full and perpetual commercial rights to that content (including but not limited to using it for narration, voiceovers, videos, games, films, audiobooks, and podcasts, and reproducing, adapting, distributing, publicly reciting, publicly broadcasting, publicly screening, publicly performing, publicly transmitting, and sublicensing it), and may use it for other lawful purposes in accordance with this Agreement. If at any time you engage in any use of Generated Content prohibited under Section 2.2 of this Agreement, all usage rights the Company has granted to you (for both commercial and non-commercial purposes) shall terminate in full, effective immediately from the date of the breach. You shall not thereafter use, distribute, reproduce, adapt, or retain in any form any content generated by the Service, and you shall delete all such content immediately upon receiving notice from the Company. The Company reserves the right to pursue legal liability in accordance with the law.

4.3 All intellectual property rights in the Service itself (including but not limited to copyrights, trademark rights, patent rights, and trade secrets in its technologies, platforms, code, libraries, databases, generation templates, AI models, interfaces, graphics and text, audio and video, trademarks and logos, specific AI voice characters, preset sound effects, and any applications and designs) belong to the Company or its licensors.

4.4 All intellectual property rights (including but not limited to copyrights, trademark rights, patent rights, and trade secrets) in the third-party cloud services used by the Service (including but not limited to Google Cloud Platform, Microsoft Azure, and RunPod; “Third-Party Services”) belong to the respective third parties and are protected by copyright laws and international intellectual property treaties. You acknowledge and agree to comply with the terms of use and privacy policies set by the providers of those Third-Party Services.

4.5 You may provide the Company with suggestions and feedback for improving the Service at any time, and you agree that such suggestions and feedback are provided free of charge. The Company may, at its own discretion, use and exploit such suggestions and feedback in its products and services and develop related features based on them, and the Company owns all rights in any features so developed. Unless otherwise agreed in writing, you are not entitled to any intellectual property rights or financial compensation in connection with such feedback.

5. Limited Warranty

5.1 The Company provides a limited warranty only to Paid Users, and only within their valid term of use and usage quota. The Company warrants that, within the valid term of use, the usage quota, and the reasonable scope of use of the Service you have purchased, the Service will operate normally in accordance with its announced supported features and will be free from defects that reduce its value or its main functions.

5.2 The Company provides the Service “as is” and will make reasonable efforts to keep it operating normally. However, the Company does not guarantee that the Service will always meet your needs or be entirely free from interference, errors, or malfunctions. The Service may experience failures, delays, suspensions, or interruptions due to factors including but not limited to:

1. (i)technical maintenance, such as equipment updates, relocation, replacement, upgrades, servicing, or repairs (which the Company will announce on its website in advance);
2. (ii)power outages, internet access or network service failures, or packet loss or latency;
3. (iii)acts of third parties, such as unauthorized interference or hacking; and
4. (iv)natural disasters, war, terrorist attacks, strikes, or other force majeure events.

The Company shall not be liable for any direct or indirect losses you incur as a result of the above causes not attributable to the Company (including but not limited to loss of business profits, business interruption, loss of business data, other financial losses, or similar losses).

5.3 If a defect in the Service prevents you from reasonably using the Service during your valid term of use, you shall notify the Company immediately and provide relevant evidence (such as error logs or screenshots). The Company will then provide one of the following remedies:

1. (i)providing an updated version that corrects the error;
2. (ii)providing an alternative feature that serves the same or a similar purpose;
3. (iii)helping you work around the error;
4. (iv)extending your term of use or increasing your usage quota free of charge; or
5. (v)if the problem cannot be fixed, refunding the fees for the unused portion of the Service on a pro rata basis (Paid Users only).

5.4 The limited warranty in the preceding section does not cover:

1. (i)problems caused by your unlawful conduct, operating errors, misuse, or failure to follow instructions for use;
2. (ii)problems arising from the use of unlawfully obtained or unauthorized data as Input Content;
3. (iii)problems caused by using programs or devices that are incompatible with the Service; or
4. (iv)problems caused by force majeure or other factors beyond the Company’s reasonable control, such as temporary anomalies, interruptions, or terminations of Third-Party Services used by certain features of the Service.

5.5 If you violate applicable laws or regulations or the terms of the Service, the Company will suspend or terminate the Service in accordance with this Agreement, and your valid term of use will continue to run during any suspension.

6. Damages

6.1 Limitation of Liability

Unless otherwise agreed between you and the Company, and to the maximum extent permitted by law, the Company shall not be liable for any direct or indirect damages arising from your use of, or inability to use, the Service (including but not limited to loss of business profits, business interruption, loss of business data, other financial losses, or similar losses).

6.2 Cap on Liability

If the Company is liable to you for any reason, the Company’s maximum liability shall not exceed the total fees you paid to the Company during the current calendar year (January 1 to December 31).

6.3 Applicable Law and Severability

The limitations of liability in this section apply to the maximum extent permitted by law. If any provision is invalid or unenforceable under applicable law, the validity of the remaining provisions shall not be affected.

7. Customer Service

7.1 The Company provides free customer service to Paid Users during their valid term of use through the following channels. On-site service is not provided.

1. (i)Email: service@voai.ai
2. (ii)Website contact form: https://www.voai.ai/contact-us
3. (iii)Phone: +886 2 7708 7068
4. (iv)Service hours: 9:00 a.m. to 6:00 p.m. Taiwan time, Monday to Friday, excluding national holidays and other days off.

7.2 The Service is updated according to the Company’s product development schedule and will not be adjusted to accommodate individual customer cases. If you require additional services (including but not limited to on-site service, holiday service, training, online courses, technical consulting, compliance consulting, and advanced information security requirements), the applicable fees must be agreed separately with the Company.

8. Privacy

8.1 When you use the Service (including but not limited to the API services), your Input Content and Generated Content (“File Data”) will be processed and stored as follows:

1. (i)File Data is processed for purposes including but not limited to troubleshooting, investigating technical errors, optimizing the Service, and allowing you to view or download it;
2. (ii)File Data is retained for one month and deleted when that period ends, although the Company reserves the right to change this rule;
3. (iii)you have the right, at any time, to request access to your File Data, restriction of its processing, cessation of its use, or its deletion. To exercise these rights, please contact the Company at service@voai.ai; and
4. (iv)the Company is committed to taking reasonable technical and administrative measures to protect File Data from unauthorized access, disclosure, alteration, or destruction.

8.2 The Company may collect your contact details, order information, and customer service records in order to improve its products; provide customized services (such as responding to your comments or questions and handling fees and billing); conduct marketing and advertising; prevent fraud and improper or unlawful conduct, or protect the Service from malicious threats; understand your usage, preferences, and trends (such as how long you stay on a page, which features you use, and which links you click); handle legal disputes concerning intellectual property, privacy, and other matters; and prepare documents required by law (such as accounting or tax reports).

8.3 To protect and respect your rights and interests, the Company collects, processes, and uses your personal data in compliance with the Personal Data Protection Act, the Company’s Privacy Policy (https://www.iqt.ai/privacy), and this Agreement. Because this Agreement is designed specifically for the Service, it takes precedence over the Company’s Privacy Policy, and in the event of any conflict between the two, this Agreement prevails.

8.4 Except as provided in these terms or as authorized by you, the Company will not disclose or transfer your File Data to any third party, other than in the following cases:

1. (i)where necessary to provide the Service, such as storage with a cloud service provider; or
2. (ii)where required by law or a criminal investigation, or upon a lawful request from a government authority. The Company may provide your File Data, or the time at which your Generated Content was created, to government authorities.

8.5 By using the Service, you are also deemed to agree to the privacy policies and terms of use of the Third-Party Services used by the Service. None of the Third-Party Services used by the Service uses images, text, or audio content to train AI. For the relevant policies and terms, see:

• Google Cloud Privacy Policy: https://policies.google.com/privacy and https://cloud.google.com/vertex-ai/generative-ai/docs/vertex-ai-zero-data-retention
• Microsoft Privacy Statement: https://privacy.microsoft.com/ and https://learn.microsoft.com/en-us/azure/ai-foundry/responsible-ai/openai/data-privacy
• RunPod Privacy Policy: https://www.runpod.io/legal/privacy-policy

9. Right to Amend

The Company reserves the right to amend this Agreement. The amended Agreement will be published on the Company’s website (https://www.voai.ai/eula). Unless otherwise agreed between you and the Company, your continued use of the Service after an amendment constitutes your acceptance of the amended Agreement.

10. Termination

10.1 If you violate the restrictions on the scope of the license in Section 2 of this Agreement, the Company may, without notice, immediately revoke your license to use the Service and the content generated by the Service, and terminate this Agreement. If your violation causes damage to the Company, the Company will seek compensation from you in accordance with the law.

10.2 This Agreement terminates automatically if any of the following occurs, after which you shall stop using the Service:

1. (i)you fail to complete payment by the due date;
2. (ii)you fail to comply with any term of this Agreement;
3. (iii)the valid term of use of the Service expires; or
4. (iv)the usage quota of the Service is used up.

11. Refund Policy and Payment Responsibility

The Service offers a free trial so that you can check whether it meets your needs before you buy. Accordingly, payments are non-refundable unless otherwise required by law. You may continue to use the Service until your term of use expires or your usage quota is used up.

12. Governing Law and Jurisdiction

This Agreement is governed by the laws of the Republic of China (Taiwan). Any litigation arising from this Agreement shall be submitted to the Taiwan Taipei District Court as the court of first instance.