IVONA Software Rapid Voice Development System Participation Agreement

Welcome to the IVONA Software Rapid Voice Development System.

BY REGISTERING FOR AND USING THE SITE, YOU CERTIFY THAT (1) YOU ARE AT LEAST 18 YEARS OLD AND HAVE A FULL LEGAL CAPACITY TO ENTER INTO THIS AGREEMENT; (2) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT AND BIND YOURSELF; (3) YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING ALL APPLICABLE POLICIES, PROCEDURES AND GUIDELINES. This Participation Agreement (the "Agreement") is between you and IVONA (as defined below) and governs your and IVONA’s respective rights and obligations with respect to your providing Services (defined below) on or through the Site (as defined below).

For purposes of this Agreement, (a) "IVONA", "we", "us" or "our" means IVONA Software Sp. z o.o., with registered headquarters in Poland, Al. Grunwaldzka 472, 80-309 Gdansk, (b) "RVD" means the IVONA Rapid Voice Development System made available to you remotely via the Site or in any other way, which grants access to the Software allowing you to provide Services in accordance with the terms and conditions herein, (c) “Software” means any product developed by IVONA, its Affiliates or partners used within RVD by you, (d) “Speech Files” means any and all files containing waveforms used within RVD, (e) “Texts” means any and all texts displayed within RVD, (f) "Site" means the IVONA Rapid Voice Development System web site located at rvd.ivona.com and any successor website thereto, including all services provided by us to you through the service platform on the Site, (g) "Services" means those services that you provide to IVONA in the RVD including on or through the Site or by any other means, as described in the Services Contract (defined below), (h) "Affiliate" means any entity controlled by, in control of, or under common control with IVONA.

This Agreement consists of the terms and conditions set forth in this document together with all applicable policies, procedures and/or guidelines that appear on the Site from time to time (collectively, the "Policies" which are hereby incorporated by this reference into, and made part of, this Agreement). IVONA reserves the right to change any of the terms and conditions contained in this Agreement and/or any Policies governing the Site, at any time, in its sole discretion. Any changes will be effective upon posting of the Agreement or Policies on the Site and may be made without any other notice of any kind. You are at all times responsible for reading and understanding each version of this Agreement and the Policies. YOUR CONTINUED USE OF THE SITE FOLLOWING IVONA'S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES. IF YOU DO NOT AGREE TO ANY CHANGES TO THIS AGREEMENT (INCLUDING TO ANY OF THE POLICIES INCORPORATED HEREIN), DO NOT CONTINUE TO USE THE SITE.

1. Registration

(a) Registration.
Prior to performing any Services on the Site you will be asked to complete and sign a services contract between you and IVONA (the “Services Contract”). Neither this Agreement nor the creation of an account on the Site obligates IVONA to engage you to perform any Services, or you to perform any Services, until both parties have signed a Services Contract and then only for the Services specified in the Services Contract. You may also be asked to provide certain tax and social security information. You agree to provide us with true and accurate information, and to update that information to the extent it changes in any way. When providing or updating your information, you will not impersonate any person or use a name that you are not legally authorized to use.

(b) Passwords.
Account Use; and Security. You are solely responsible for maintaining the secrecy and security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account) and are solely responsible for any use of or action taken under your password on the Site. If your password is compromised, you must change your password. You may not permit any other person to perform Services using your account unless you have received written consent from IVONA, and in such case you shall remain liable for the actions of any such Persons while using your account. You acknowledge that RVD is equipped with authentication mechanisms to avoid unauthorized use and agree not to attempt to override, bypass or circumvent in any way such mechanisms or any other security mechanisms of RVD or the Software.

2. Your Use of the Site

(a) General.
You may only have one account on the Site. If the Services do not meet IVONA’S reasonable satisfaction, IVONA may reject the Services. IVONA is your client, and as such, you agree that the work product of any Services you perform is deemed a "work made for hire" for the benefit of IVONA, and all ownership rights, including worldwide intellectual property rights, will vest with IVONA immediately upon your performance of the Service. To the extent any such rights do not vest in IVONA under applicable law, you hereby assign or exclusively grant (without the right to any compensation) all right, title and interest, including all intellectual property rights, to such work product to IVONA. You are performing Services for IVONA in your personal capacity as an independent contractor and not as an employee of IVONA. You specifically acknowledge and agree to the following: (i) you will not use robots, scripts or other automated methods to complete the Services; (ii) you will not undertake to modify, reverse-assemble or reverse-compile the Speech Files or the Software, in whole or in part, other than in accordance with the instructions and guidelines received from IVONA; (iii) you will submit all work product through the Site unless otherwise instructed by IVONA; (iv) you will provide IVONA with any information reasonably requested by it in connection your performance of such Services; (v) you are responsible for, and have and will, comply with all applicable laws and registration requirements, including those applicable to independent contractors and maximum working hours regulations; (vi) this Agreement does not create an association, joint venture, partnership or franchise, employer/employee relationship between you and IVONA; (vii) you will not represent yourself as an employee or agent of IVONA; (viii) you will not be entitled to any of the benefits that IVONA may make available to its employees, such as vacation pay, sick leave, insurance programs, including group health insurance or retirement benefits; (ix) you are not eligible to recover worker's compensation benefits in the event of injury; and (x) if you are not a resident or citizen of the United States, all Services that you use the Site to perform for IVONA will be performed outside of the United States. If you have any questions about your obligations to comply with local laws and regulations pursuant to Section 3, you should seek independent legal advice.

(b) Information and Feedback.
You must supply accurate and complete information for all Services in accordance with our data requirements, as may be designated by us from time to time, including in the Policies. You recognize and agree that IVONA will implement mechanisms allowing us and others to track your performance of Services, and IVONA reserves the right to collect feedback regarding your performance. You may not take any actions that may undermine the integrity of the feedback system. You agree that submission of any work product, information, feedback, content, data or other materials (collectively, "Materials") is at your own risk, and that IVONA and its Affiliates have no obligations (including without limitation obligations of confidentiality) with respect to such Materials. You represent and warrant that you have all rights necessary to submit the Materials.

(c) IVONA Property.
IVONA and its licensors retain all right, title and interest in and to RVD, the Site, the Software, the Speech Files, the Text and the Materials, including all intellectual property rights embodied therein (collectively, “IVONA Property”). Nothing in this Agreement will be construed as granting, by implication, estoppel or otherwise, to you or any third parties, any ownership interest in IVONA Property, and you will not claim for yourself or any third parties any right, title, interest or license to any intellectual property rights of IVONA.

3. Compliance with Laws

(a) Taxes.
Ivona shall maintain the right to deduct or withhold any taxes that Ivona determines it is obligated to deduct or withhold from any amounts payable to you in connection with the Services, and payment to you as reduced by such deductions or withholdings will constitute full payment and settlement to you of such amounts.

(b) Registrations
You agree that is your responsibility to determine whether and to what extent any permits, registrations, authorization or filings (including without limitation with respect to the transfer of technology) are required by any governmental agency in any jurisdiction in which you have requested or are performing Services ("Permits").

(c) Compliance with Laws
The Site may be used only for lawful purposes and in a lawful manner. You may not use the Site in any manner that violates any applicable law or governmental regulation. In addition to your obligations with respect to Taxes and Permits above, you agree to comply with all applicable laws, statutes, and regulations of any jurisdiction in which you request or perform Services.

(d) Investigation.
IVONA has the right, but not the obligation, to monitor any activity, content and Materials associated with the Site. IVONA may investigate any reported violation of its Policies or complaints and take any action that it deems appropriate.

4. Disclosure of Information. Confidentiality. Privacy.

(a) Our Use of Data and Communications.
Our Privacy Policy and this Agreement describe our collection, use, and disclosure of information associated with the Site, including how we handle personal information.

(b) Your Use of Data. Confidentiality.
You will (a) protect and keep confidential, and not disclose to any third parties, the existence of this Agreement, its terms and conditions and any other information obtained from IVONA in connection with this Agreement that is identified as confidential or proprietary or that, given the nature of such information or the manner of its disclosure, reasonably should be considered confidential or proprietary (including but not limited to all information relating to (i) IVONA’s technology, customers, business plans, marketing activities and finances and (ii) IVONA Property, (b) use such information only for the purpose(s) for which it was originally disclosed and in any case only for the purpose of fulfilling your obligations under this Agreement and the Services Contract, and (c) return all such information to IVONA promptly following IVONA’s written request. All such information will remain IVONA’s exclusive property, and you will have no rights to use such information except as expressly provided herein. You will not use any trade name, trademark, service mark, logo or commercial symbol, or any other proprietary rights of IVONA or any of its affiliates in any manner without prior written authorization of such use by IVONA. Unless otherwise agreed between the parties, you will not issue press releases or publicity relating to IVONA or this Agreement or reference IVONA or its affiliates in any brochures, advertisements, client lists or other promotional materials. Your obligations with respect to the confidential information described above will survive for five (5) years following the termination of this Agreement.

5. No Warranties.

THE SITE AND THE SITE SERVICES ARE PROVIDED ON AN "AS IS" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IVONA MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION:

(a) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT;

(b) THAT THE SITE OR THE SITE SERVICES WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OPERATE WITHOUT ERROR, OR WILL CONTAIN ANY PARTICULAR FEATURES OR FUNCTIONALITY;

6. Indemnity. Limitation of Liability.

(a) Indemnity and Defense.
You will indemnify and hold harmless IVONA and its Affiliates (and their respective employees, directors, agents and representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys' fees) arising out of any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity ("Claim") that arises out of or relates to: (i) any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement; (ii) your Services and any Materials, including any actual or alleged infringement of any intellectual property or proprietary rights by any of your Services or Materials; and/or (iii) your failure to comply with any applicable laws and regulations in connection with your use of the Site.

(b) Limitation of Liability.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IVONA AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SITE, THE SITE SERVICES, OR THE INABILITY TO USE THE SITE SERVICES.

7. Applicable Law.
This Agreement will be governed by and interpreted in accordance with the New York County, New York, US, without regard to its conflicts of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods will not apply. Any dispute, controversy or claim arising out of or relating to this Agreement will be settled by the courts in New York County, New York, US, and each party expressly consents to the exclusive personal jurisdiction and venue of such courts.

9. General Provisions

(a) Entire Agreement.
This Agreement, including the Policies and the Services Contract constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede and cancel all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter hereof. Any conflict between the terms of this Agreement and the Services Contract will be resolved in favor of the Services Contract if the Services Contract explicitly states that it is intended to modify the conflicting terms of this Agreement

(b) Assignment.
You may not assign this Agreement without our prior written consent. We may assign this Agreement at any time, without notice. Subject to the foregoing, this Agreement will be binding on each party's successors and permitted assigns.

(c) Severability.
If any provision of this Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.

(d) No Waiver.
We will not be considered to have waived any of our rights or remedies, or portion thereof, unless the waiver is in writing and signed by us. IVONA’s failure to enforce the strict performance of any provision of this Agreement will not constitute a waiver of IVONA's right to subsequently enforce such provision or any other provisions of this Agreement.

(e) Notices.
All notices relating to this Agreement will be sent by e-mail or will be posted on the Site. We will send notices to you at the e-mail address maintained in our records for you. You must send notices to us at our current e-mail address published on the Site. E-mail notices are deemed written notices for all purposes for which written notices may be required. E-mail notices are deemed received the business day after transmission if properly addressed to the intended recipient.