General Terms and Conditions of Service

Dear Customer, thank you for choosing the services provided by Voiseed s.r.l. ("Voiseed"). We invite you to carefully read the Terms and Conditions below, since they will govern, together with the Offer and the SLA, the contractual obligations and the relationship between you and Voiseed in relation to the use of the Voiseed services.

Whereas

Voiseed (VAT identification number 11156720960), a company duly organized and existing under the laws of Italy, with registered office in Via Vincenzo Monti 7, 20123, Milano (Italy), has developed a software application (the "Platform", as further defined below) that enables the generation of audio files ("Output") based on instructions and content provided by the Customer. The voices incorporated in the Output are synthetic voices generated by a proprietary and AI-based technology protected by a patent and other IP rights owned by Voiseed.

Customer is interested in having access to the Platform and use the synthesized voices for generating audio outputs according to the instruction of the Customer.

Customer desires to have Voiseed, who accepts, provide the Services indicated in the Offer under the conditions of this Contract.

Now therefore, the Parties, intending to be legally bound, hereby covenant and agree as set forth in this Contract.

Article 1 — Definitions

For the purposes of this Contract, except to the extent expressly provided otherwise, the terms and expressions listed below shall have the meaning attributed to them in this Article. The terms indicated in the singular shall also include the plural and vice versa.

Admin User: means the User identified as such in the Offer, who is the first User that will have full visibility on the Platform operations and features and will be able to activate and manage all the other Platform Users;

Business Days: means Monday to Friday, excluding holidays and bank holidays, while business hours means the reference working hours period during Business Days;

Contract: means these General Terms and Conditions of Service, together with the Offer and the SLA. If any provision contained in these General Terms and Conditions of Service is in conflict with, or inconsistent with, any provision in the Offer, the provision contained in the Offer shall prevail;

Content: means all files, documents, data, images, video and audio files in multiple languages and expression (together with the related text), audio recordings, text, code, works and other materials that is used with permission and consent by the customer that is uploaded to, and stored in the Voiseed Platform;

Credentials: means the username and password required to access the Platform, the Customer Workspace and the Services;

Credits Based Plan: means a pre-paid amount of Voiseed Platform Credits that enable access to a pool of Voiseed Platform Services as specified in the Service description and that the Customer purchases at the signing of the Offer;

Customer: means the subject identified as such in the Offer;

Customer Materials: means any works and assets used with permission and consent by the Customer and provided by the Customer to Voiseed in accordance with this Contract and/or in connection with accessing and using the Platform, including the Content and any accompanying documentation;

Customer Workspace: means an exclusive and dedicated section of Voiseed-managed website that Customer and Users can access through Credentials to use the Platform and the related Services, receive assistance, manage Users and Credentials, monitor credit usage and manage all the Platform Features;

Export or Exporting: means to generate/approve and create the audio Output file which can be used, stored and otherwise accessed outside of the Platform;

Fees: means the fees and the other amounts indicated in the Offer that Customer undertakes to pay to Voiseed for the available plans and usage payments, as well as for accessing the Platform and/or the Services, including any license under this Contract;

Generate or Generating: means to create one single audio output either (i) by using the Platform Applications, or (ii) by using the Platform APIs;

Intellectual Property Right: means any and all intellectual property right (such as, for example, copyright, sui generis rights on databases, patents, know-how, trademarks, designs, domain names, etc.), whether registrable or unregistrable, registered or unregistered, in whole or in part, including applications or right of application for such rights;

Offer: means the Service Offer Agreement document signed by Customer which contains the specific commercial conditions and services that Voiseed applies to Customer;

Output: means the works and materials created and/or generated by Customer and/or Users on the Platform using the Platform Applications and Platform APIs Features;

Party: means a party to this Contract, being Voiseed or Customer, and "Parties" shall mean Voiseed and Customer together;

Personal Data: means any information relating to an identified or identifiable natural person, i.e. that may be directly or indirectly identified, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person in accordance with article 4.1 of the EU General Data Protection Regulation No. 679/2016 ("GDPR") and by the relevant local integrating law;

Project: means the area that the Customer and Users can create in the Customer Workspace to manage individual projects, as well as the Customer Materials and Contents uploaded therein;

Platform: means, together, the Platform Applications and the Platform APIs. Reference in this Agreement to the Platform shall be deemed to include either or both access methods, as applicable, unless expressly stated otherwise;

Platform APIs: means the Application Programming Interfaces made available by Voiseed, based on a proprietary and AI-based technology (including text-to-speech and speech-to-speech technology) owned by Voiseed and protected by a patent application and other Intellectual Property Rights, that can be directly integrated into customers' tools, systems and applications, enabling customers' systems to directly generate Platform Output without using the Platform Application or the Platform Features;

Platform Applications: means the multi-user software applications built by Voiseed, based on a proprietary and AI-based technology (including text-to-speech and speech-to-speech technology) owned by Voiseed and protected by a patent application and other Intellectual Property Rights, which can be accessed via Voiseed-managed websites, and which is configured as an integrated solution and allows Users to use the In-Platform Features;

Platform Features: means a) access to the Customer Workspace; managing platform Users; b) creating projects and ingesting/uploading Content for those projects; c) providing protected storage of Content and Output; d) generate, adjust, adapt and customize the desired expressiveness and language of the Content and Platform Library Voices; e) storing the generated Outputs and attaching it to specific project characters on the Platform; f) exporting the approved Outputs with multiple features; g) customer support provided by Voiseed; h) enabling Users to access integration with third party's APIs, applications or software; and any other feature which will be developed by Voiseed in the future;

Platform Library Voices: means any synthetic voice profiles/models that are accessible or generated by Voiseed, including:

Services: means the web-based SaaS activities developed by Voiseed described in the rate card and related updates and made available to Customers through the credit-based plans and the usage of the Platform Applications and APIs features, to produce the Platform Output as specified in the Offer;

Synthesized Speech: means the AI-generated voice output generated by the Platform using Platform Library Voices (including Default Voices, Custom Voices, or Cloned Voices) and based on ingested/uploaded Customer Material;

Term: means the Initial Agreement Term and all renewal terms for the applicable Services;

User: means every natural person Customer authorizes to access the Platform and use the Services;

User Credentials: means the Credentials that the Customer provides and assigns to each User;

Voiseed Materials: means any works and materials in which Voiseed is the owner or licensee of Intellectual Property Rights, including for the avoidance of doubt any Default or Custom Voice contained within the Output.

Article 2 — Credentials and Activation of the Services

2.1 In consideration of the Fees paid by Customer under this Contract, Voiseed undertakes to provide Customer with access to the Service and the Platform according to the Offer. For this purpose, except for the provision of Article 2.7 below, Voiseed will provide Customer with Credentials. In particular, the Admin User will receive from Voiseed an e-mail invite with a temporary password associated with the Admin User's username. The temporary password will need to be changed by the Admin User upon the first login to the Platform.

2.2 Customer may designate, through the Admin User, Users up to the number of Users that corresponds to the number set forth in the Offer. The Admin User will provide the other Users with User Credentials generated from within the Customer Workspace.

2.3 Customer and Users shall not share Credentials and User Credentials with unauthorized persons.

2.4 Customer acknowledges to be the sole and exclusive responsible for the confidentiality and the use of Credentials and User Credentials. Therefore, Customer shall implement and maintain reasonable security measures relating to Credentials and User Credentials to ensure that no unauthorized person nor application may gain access to the Platform and/or to the Service by means of Credentials and/or User Credentials.

2.5 If Customer becomes aware of any loss or theft or unauthorized use of any of Credentials, Customer shall immediately notify Voiseed sending an e-mail at the address support@voiseed.com so to allow Voiseed to disable those Credentials as soon as reasonably possible during Business Hours. In case of loss or theft or unauthorized use of any Credentials, Customer shall promptly disable those Credentials through the Customer Workspace and, if necessary, generate new ones.

2.6 Voiseed shall not be held liable for any damage, loss, expense and/or financial prejudice incurred by Customer and/or by third parties resulting from Customer's and/or Users' failure to comply with any of the provisions under this Article 2.

2.7 In the event that, in the Offer, Customer provides incomplete, incorrect, or erroneous data that are necessary to Voiseed to provide the Services, Voiseed will not activate the Services and provide the Credentials until Customer communicates the correct data.

2.8 Customer shall communicate to Voiseed any relevant change of the information provided in the Offer, including with respect to the identity of the Admin User, by sending an e-mail at the following address: support@voiseed.com.

Article 3 — Customer's Undertakings

3.1 By signing the Contract, Customer undertakes to:

• guarantee Customer's and Users' compliance with the provisions of this Contract;

• pay Voiseed the Fees indicated in the Offer;

• use and allow Users to use the Services exclusively within the scope of Customer's business and professional activities;

• equip itself with a connection to the World Wide Web and with an infrastructure suitable to use the Platform and the Services;

• refrain from reselling the Services directly or indirectly to third parties;

• refrain from engaging, directly or indirectly, in any action aimed at making improper use of the Platform and/or of the Services;

• refrain from using the Platform and/or the Services in any way that is unlawful, illegal, offensive, fraudulent or otherwise harmful; or in connection with any unlawful, illegal, offensive, fraudulent or otherwise harmful purpose or activity;

• refrain from using the Platform and/or the Services in any way that may damage the Platform;

• comply with all applicable local, state, national and foreign laws, treaties, regulations and conventions in connection with their use of the Platform and/or the Services, including without limitation those related to data privacy and Intellectual Property Rights;

• obtain all necessary licenses and permissions related to the Customer Material and the Output;

• clearly communicate, in the commercial use of any Output, that the voice embedded therein is an AI-synthesized voice and the Output is a product of an AI-based system.

3.2 The AI-based system can only produce voices, voice textures and voice expressions that are originated and processed from the AI-based pre-training experience. In asking Voiseed and/or the Platform to create/generate a Cloned voice, Customer declares and grants Voiseed to have received all the necessary authorizations required by the law, including a waiver or explicit authorization from any person that has image or personality rights with respect to such Customer Material or synthetized Voice.

3.3 Voiseed shall not be held liable for any damage, loss, expense and/or financial prejudice incurred by Customer and/or by third parties because of Customer's and/or Users' failure to comply with any of the provisions under this Article 3.

3.4 Customer shall defend and indemnify Voiseed, its affiliates, successors, and assignees, including the applicable officers, directors, employees, and agents thereof for any and all damage, loss, expense (including attorneys' fees) and/or financial prejudice they might incur from any third-party's claim arising from [a] Customer Materials or [b] Customer's/Users' use of the Services and/or of the Outputs or [c] Customer's/Users' breach of this Article 3.

Article 4 — Intellectual Property

4.1 Voiseed acknowledges that the Customer is the sole and exclusive owner of all Intellectual Property Rights in or relating to the Output.

4.2 Unless otherwise provided for in the Offer, in order to allow the Customer to fully exploit the Output, Voiseed hereby grants to the Customer a Full Buyout License, that is a non-exclusive, perpetual, irrevocable, fully-paid, worldwide license to use any Voiseed Materials that are contained in, or required to use, any Output (including for the avoidance of doubt the Default and Custom Voices), with all the rights to use, reproduce, distribute, communicate and make available to the public, modify, develop, host, distribute (directly or indirectly), sell, rent and carry out all other acts that may be required for the Customer to enjoy the Output Intellectual Property Rights under this Contract. The Customer may sub-license, assign or otherwise transfer the license granted by this Article 4.2 to third parties.

4.3 Unless otherwise provided for in the Offer, the Customer cannot claim any exclusive right in relation to Default Voices and Custom Voices.

4.4 The Platform, the method for generating, and the software related to, the Platform Voices and the Output are protected, inter alia, by a patent and other Intellectual Property Rights. Voiseed reserves such rights in full.

Article 5 — Plans, Fees and Invoicing

5.1 Customer shall pay Voiseed the Plan and Service Fees indicated in the Offer, according to the terms and conditions set out therein. Upon expiration of the term of the Plan purchased by the Customer, as indicated in this contract, all Credits not used by the Customer shall be automatically forfeited and shall no longer be usable. Credits do not entitle the Customer to any refunds, compensation, or conversions of any kind, unless otherwise agreed in writing between the Parties.

5.2 To facilitate the Customer's internal cost management tracking and reporting operation, Voiseed will provide at any time information regarding the Platform and the Credits usage per period, project, language, batch and character directly within the Platform.

5.3 Upon written notice, Voiseed may suspend the access to the Platform and/or the Service if any Fee due to be paid by Customer to Voiseed under this Contract is overdue in full or in part. Customer agrees that Voiseed shall not be liable to Customer, or to any third party, for any suspension of the Service resulting from Customer's non-payment of the Fees in full or in part.

Article 6 — Warranties or Representation and Business Ethics

6.1 Voiseed guarantees that the Platform and the AI-based technology integrated therein comply with all applicable regulations governing such technologies. Accordingly, Voiseed shall indemnify and hold harmless the Customer, provided the Customer has acted in compliance with the provisions of this Contract, from any damage suffered by the Customer or third parties arising from the use of the Services and the Platform.

6.2 Voiseed is proud to uphold a strong ethical stance in the development of synthetic voices. Therefore, Voiseed guarantees that the Default or Custom Voices synthesized by the Platform do not replicate or correspond to the voices of the voice talents who contributed to the ethically sourced AI training material. For the same reason, without prejudice to the provisions of article 3 of this Contract, Voiseed encourages Customers who activate Voice Cloning Service to ethically source the material used to generate/create voice clones by/for the Platform.

6.3 Voiseed represents and warrants that no Content, Customer Material or Output will be used in the training or development of Voiseed's AI-based technologies.

6.4 The Platform and the Services may enable the Customers/Users to access integrations with third party's APIs, applications, software, LLMs, AI Models and Voice Models ("Third Party Product") that complement or interoperate with User's use of the Services/Platform. Voiseed has no control over such Third Party Products, whose access and use by the Customer/Users are governed by the respective terms and conditions and privacy policy. Therefore, Voiseed makes no warranties, express or implied, and shall not be held liable, with respect to Third Party Products.

6.5 Customer represents and warrants Voiseed that the Customer Materials, the Contents or the use of the Customer Materials and Contents in the Platform will not infringe any Intellectual Property Rights or other legal rights of any third party, and will not breach the provisions of any law, statute or regulation in any jurisdiction and under any applicable law.

6.6 Customer represents and warrants to know the provisions of Legislative Decree 231/2001 ("Decree") and to comply with them. Furthermore, Customer represents and warrants that it has read and understood Voiseed's Ethics and Code of Conduct located at: www.voiseed.com and shall adhere to and shall procure that all its agents, managers, directors, officers, employees, consultants and agency personnel shall act in a manner consistent with the same in connection with the Contract. Any failure of the Customer to comply with any provisions of the Decree or of Voiseed's Ethics and Conduct Code constitutes a serious violation of contractual obligations and shall automatically entail all the relative legal consequences, also in relation to Voiseed's right to terminate the contract and may also lead to claims for compensation for damages arising from any such violation.

Article 7 — Data Protection, Customer Materials and Contents

7.1 In respect of Personal Data, the Customer will act as data controller pursuant to article 4.7 of the GDPR in relation to the processing of the Personal Data, while Voiseed will act as data processor pursuant to article 4.8 of the GDPR. The Customer represents and warrants that the Personal Data it discloses to Voiseed are in full compliance with the applicable law (including the Legislative Decree 10 August 2018 "Personal Data Protection Code" integrating in full the contents of the GDPR) and that it has full authority to legitimately disclose and process such Personal Data, and agrees to defend, indemnify and hold Voiseed harmless from and against any loss, cost and expense arising out from a third party claim (including from the Italian data protection Authority or other public authorities) against Voiseed concerning the processing of Personal Data. With the execution of the Contract, Voiseed agrees to be appointed as data processor. Voiseed will process Personal Data only for the purposes of performing the Services.

7.2 The Customer hereby grants to Voiseed a non-exclusive, fully paid, worldwide license during the Term of this Contract (as applicable) to (a) use the Customer Materials, and carry out all other acts that may be required for Voiseed to provide the Services (including access to and use of the Platform) under the Offer to the Customer and (b) to copy, store, record, transmit, display, view, print or otherwise use the Contents and Output solely to the extent necessary to provide the Services and to fulfil this Contract. This license shall survive the termination of this Contract solely for the purpose of storing backup copies of the Contents and Customer Materials in accordance with the terms of this Contract, and shall terminate when such storage period has expired, upon which such Customer Materials shall be returned or destroyed. Voiseed may sub-license the license granted by this article 7.2 in the course of providing the Services, but Voiseed may not otherwise sub-license, assign or transfer such license.

7.3 For the avoidance of doubt, in accordance with the provision of article 6.3 nothing contained in the license under this article 7 shall be construed as an assignment to Voiseed of any right to use Personal Data, Contents, Customer Materials or Outputs in the training or development of Voiseed's AI-based technologies.

Article 8 — Term and Termination

8.1 The Contract will be effective between the parties from the date of signing the Offer. The Initial Agreement Term shall be set out in the Offer. The Initial Agreement Term shall renew automatically for successive one-year renewal Terms, unless either Party provides written notice of non-renewal to the other Party at latest 90 days prior to expiration of the Initial Agreement Term or the current renewal Term, as the case may be.

8.2 Each party may terminate this Contract at any moment by giving written notice of termination to the other party. The termination will take effect 15 days after receipt of written notice of termination.

8.3 In the 15 days after the termination of this Contract for any reason, Customer and Users may access the Platform to download Contents, Customer Materials, Projects and fully paid Outputs. After this storage period term, Credentials will be deactivated and Voiseed will be entitled to delete such Contents, Customer Materials, Projects and Outputs in accordance with the terms of this Contract.

Article 9 — Unilateral Amendment

9.1 Voiseed may amend this Contract from time to time by sending Customer written notice thereof. Such an amendment will be deemed accepted and become effective 30 days after such notice unless Customer first gives Voiseed written notice of its intention to reject the amendment. If the Customer rejects the amendment, the Contract will terminate immediately, and article 8.3 will apply.

Article 10 — Binding Effect and Assignability

10.1 Except as set forth in Articles 4.3 and 4.4, neither the Contract nor any of the rights or obligations hereunder may be assigned, transferred and/or delegated, whether by operation of law or otherwise, by Customer without the prior written consent of Voiseed.

10.2 Voiseed shall have the right to assign its rights and obligations under this Contract without the approval of Customer.

10.3 Subject to the foregoing, this Contract and the obligations of the Parties hereunder shall be binding upon the Parties and their respective successors, permitted assignees and their legal representatives.

Article 11 — Waiver

11.1 No failure on the part of either Party to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder, or the written waiver thereof, preclude any other exercise of the same right or of any other right hereunder.

Article 12 — Severability

12.1 Nothing contained in this Contract shall be construed so as to require the commission of any act contrary to law, and if any provision of this Contract shall for any reason be held invalid, illegal or unenforceable the same shall not affect the validity of this Contract or of any other provision hereof and this Contract shall be interpreted and construed as if such provision, to the extent invalid, illegal or unenforceable, had not been contained herein.

Article 13 — Notices

13.1 Unless otherwise provided, all notices and other communications under this Contract shall be in writing and shall be given by and at the addresses indicated in the Offer (or to such other address as either Party may notify to the other from time to time).

Article 14 — Applicable Law and Jurisdiction

14.1 The Contract shall be governed, interpreted and construed in accordance with the laws of Italy. Any dispute between the parties in relation to the interpretation, application or implementation of this Contract shall be submitted to the exclusive jurisdiction and venue of the Court of Milan. This Agreement is drafted in English. Parties hereby agree that they understand and accept the terms of this Agreement.