⚡️ Introducing Rapid Voice Cloning

Q

Terms of Service

 

Last Updated: 01/11/2024

Welcome to Resemble AI.

Resemble AI (“Resemble AI”, “we”, “our” or “us”) specializes in producing synthetic voices by applying our proprietary artificial intelligence (AI) processes and software against audio data. These Terms of Service (this “Agreement”) set forth the terms and conditions that govern the access and use of our web platform, application programing interface (API), AI voice generator software-as-a-service, AI Models (as defined below) and related applications and services, including those identified on an applicable order form (collectively, the “Services”).

  1. Acceptance of this Agreement

By entering into an order form (“Order Form”) with us or otherwise accessing or using the Services, you are indicating your acceptance to be bound by this Agreement and our Privacy Policy located at https://www.resemble.ai/privacy-policy (the “Privacy Policy”), as it may be amended from time to time in the future.

In order to enter into this Agreement, you must have reached, and represent and warrant that you have reached, the legal age of majority in your jurisdiction of residence, and be fully able and competent to enter into this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity identified in an Order Form, you represent that you have the authority to bind such entity to this Agreement, in which case the terms “you” or “your” will refer to such entity.

We may amend any part of this Agreement by adding, deleting, or varying its terms from time-to-time in our discretion. We will provide you with notice of the proposed amendment by posting an amended version of this Agreement. The amendments will take effect 30 days after the date on which the amended version is posted. Prior to that date, the previous version of this Agreement will continue to apply.

  1. Intellectual Property Rights
    1. Your Content

Subject to the terms and conditions of this Agreement, you may provide us with audio files (in .wav format or such other format as may be requested by Resemble AI) and related data, including transcripts, of an individual’s voice (“Content”) for the purposes of having Resemble AI synthesizing and generating an AI voice model using and incorporating our proprietary AI processes and voice generator software (the “AI Model”).

By uploading or providing any Content to us, you grant to Resemble AI a non-exclusive and royalty-free license to use, modify, reproduce and process, all or any portion of such Content, for the purposes set out in this Agreement.

You represent and warrant that you own your Content or have the necessary licenses, rights, consents and permissions to grant the license set forth herein and that its provision to Resemble AI or Resemble AI’s use thereof will not violate applicable laws, the copyrights, privacy rights, publicity rights, trademark rights, contract rights or any other intellectual property rights or other rights of any person or entity. Resemble may require consent form the individual or third party whose voice is being cloned. Consent needs to be verbal, unless otherwise stated by Resemble. You agree that Resemble AI is not responsible for any violations of any third party intellectual property rights in any Content that you submit to Resemble AI. You agree to pay all royalties, fees and any other monies owing to any person by reason of the Content uploaded, displayed or otherwise provided by you. Resemble AI, in its sole discretion, may refuse to post, remove, or require you to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.

b. Our Materials

Except as otherwise provided expressly in this Agreement, all right, title and interest in and to the Services, including but not limited to our proprietary AI processes and voice generator software used and/or incorporated into the AI Model, and all other materials and services provided by or through Resemble AI, its affiliates, subsidiaries, employees, agents, licensors or other commercial partners including, but not limited to, the API, software, all informational text, software documentation, design of and “look and feel”, layout, photographs, graphics, audio, video, messages, design and functions, files, documents, images, or other materials, as well as all derivative works thereof (collectively, the “Resemble AI Materials”), are owned by us or our licensors or service providers, and are protected by copyright, trademark, trade secret and other intellectual property laws.

Subject to your compliance with all of the terms and conditions of this Agreement, during the term of this Agreement, Resemble AI grants to you a non-transferable, non-sublicensable (except with prior written approval of Resemble AI), non-exclusive, revocable, limited-purpose right to access and use the Resemble AI Materials that we make available to you for the purposes of this Agreement. You are not permitted to download, copy or otherwise store any Resemble AI Materials.

c. Feedback

You agree that any ideas, suggestions, concepts, processes or techniques which you provide to Resemble AI related to the Services (“Feedback”) are and will be Resemble AI’s exclusive property without any compensation or other consideration payable to you by Resemble AI. Resemble AI may or may not, in its sole discretion, use or incorporate the Feedback in whatever form or derivative Resemble AI may decide into the Services, its software, documentation, business or other products or services, or any future versions or derivatives of the foregoing. You hereby assign all rights on a worldwide basis in perpetuity to Resemble AI in any Feedback and, as applicable, waive any moral rights.

d. Retention of Data

AI Models and your Content are subject to Resemble AI’s data retention policies and practices. Upon the termination or expiry of this Agreement, you may request Resemble AI to destroy the AI Models and Content, in which case, Resemble AI will delete, destroy or render anonymous any Content or AI Models in accordance with its data retention policies and practices. You acknowledge and agree that, during the course of the Services, your Content may be modified, transformed and synthesized, and Resemble AI does not otherwise prepare or maintain any backups for your Content and that you are solely responsible for backing up any Content you provide to us.

You further acknowledge and agree that our performance of the Services, including the creation of AI Models using your Content, will result in the generation of various aggregated, derivative and/or metadata that is not identifiable to you or your Content (“Aggregated Data”). Resemble AI shall retain and own all right, title and interest in and to such Aggregated Data, which may be used for troubleshooting, bug fixes, continuous development and improvement of our services and processes, internal learning and training, delivery of support, among other things. To the extent you have any right, title and interest in Aggregated Data, you hereby assign all such right, title and interest to therein, and where applicable, waive any moral rights to the Aggregated Data.

  1. Your Account

To access and use the Services, you may need to log into an account with a username and password (“Account”). You agree and understand that you are responsible for maintaining the confidentiality of your Account. You agree to provide true, accurate, current and complete information in regards to your Account.

Your right to access and use the Services is personal to you and is not transferable by you to any other person or entity. You agree not to disclose your Account to any third party. You are solely responsible for all activities that occur under your Account. If you become aware of any unauthorized use of your Account, you are responsible for notifying Resemble AI immediately.

  1. Fees

Access and use of our Services require payment of applicable fees, which is set in the Order Form or on our website (the “Fees”). You agree to pay the Fees as they become due, and failure to do so may result in late fees calculated at the lesser of 1.5% per month or the highest rate permissible by applicable laws of the then-applicable Fees.

Unless as otherwise set out in an Order Form, we reserve the right to modify our billing rates at any time upon 30 days written notice by posting such fee changes through the Services or otherwise through notifying you via your contact information.

  1. Term and Renewal

The term of this Agreement shall commence on the effective date and continue for duration as set out on the Order Form (the “Initial Term”). At the end of the Initial Term, and except as otherwise set out in an Order Form, your subscription will automatically renew for an additional term equal to the length of the Initial Term, unless cancelled by you with 30 business days’ notice (“Renewal Term,” and together with the Initial Term, the “Term”).

  1. Termination

We have the right to terminate this Agreement by providing 30 days’ notice to you. You will be responsible for any Fees owing up until the effective date of termination.

Notwithstanding the foregoing, we can terminate this Agreement immediately with notice to you if you materially breach this Agreement. We reserve the right to modify, suspend or discontinue the Services, or any portion thereof, at any time and for any reason, with or without notice, including, without limitation, for periodic updating or maintenance of the Services.

  1. Taxes

You agree to take full responsibility for all taxes and fees of any nature associated with the Services, including any sales tax related to any purchase or sale of services or goods under this Agreement.

  1. Acceptable Use and Conduct:

You agree that you will not publish or make available any Content that, or use the Services or any AI Model in a manner that:

  • infringes, violates or misappropriates any third party’s intellectual property or proprietary rights;
  • contains software viruses, Trojan horses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
  • is misleading, deceptive or fraudulent or otherwise illegal or promotes illegal activities, including engaging in phishing or otherwise obtaining financial or other personal information in a misleading manner or for fraudulent or misleading purposes;
  • is defamatory, or that is otherwise threatening, abusive, violent, harassing, malicious or harmful to any person or entity, or is invasive of another’s privacy;
  • is harmful to or exploitative of minors in any way;
  • is hateful or discriminatory based on race, color, sex, religion, nationality, ethnic or national origin, marital status, disability, sexual orientation or age or is otherwise objectionable, as reasonably determined by Resemble AI;
  • falsely states or otherwise misrepresents your affiliation with any person or entity;
  • interferes or attempts to interfere with the proper working of the Services or prevents others from using the Services, or in a manner that disrupts the normal flow of dialogue with an excessive number of messages (flooding attack), packets to the Services or calls to the API, or that otherwise negatively affects other persons’ ability to use the Services;
  • uses any manual or automated means, including agents, robots, scripts, or spiders, to monitor or copy the Services or the content contained therein;
  • except as expressly permitted by Resemble AI, licenses, sublicenses, rents or leases the Services to third parties, or uses the Services for third party training, commercial time-sharing or service bureau use;
  • constitutes or contains any form of advertising or solicitation to users who have requested not to be contacted about other services, products or commercial interests;
  • collects, uses or discloses data, including personal information, about users without their informed consent or for unlawful purposes or in violation of applicable law or regulations;
  • is obscene or pornographic;
  • decompiles or reverse engineers or attempts to access the source code of the software underlying the Services, AI Models or any other Resemble AI Materials;
  • copies, archives, stores, reproduces, rearranges, modifies, downloads, uploads, creates derivate works from, displays, performs, publishes, distributes, redistributes or disseminates all or any part of the Services;
  • accesses the Services for the purposes of building a product using similar or competitive ideas, features, functions, interface or graphics as those in the Services; or
  • accesses the Services for the purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
  1. Support

We will also use commercially reasonable efforts to provide you with support services during the hours of 9:00 am through 5:00 pm pacific time, with the exclusion of federal holidays (“Support Hours”). You may initiate a helpdesk ticket through email during Support Hours by emailing [email protected], and we will endeavour to respond to tickets within one (1) business day.

  1. Responsible Disclosure Policy

If you believe you’ve discovered a potential vulnerability, please let us know by emailing us at [email protected].

  1. Warranties and Disclaimers

We use our proprietary AI processes, data and software applications to process your Content and endeavour to create an AI Model that reasonably replicates the tone, pitch, cadence and other aspects of the voice data provided through your Content. However, Resemble AI does not guarantee, covenant, represent or warrant that the Services or AI Model will be error-free, be accurate, meet your needs or be fit for a particular purpose. In the event the Services or an AI Model does not meet agreed-upon specifications, your sole and exclusive remedy is for us to make commercially reasonable efforts to re-perform the Services.

Your use of the Services and all content forming part of or related to the Services, including any AI Models, the Content you upload or submit or any third party materials (including any open source materials) made available to you through the Services, are at your sole responsibility and risk.

Notwithstanding anything to the contrary, the Services are provided on an “as is” and “as available” basis. We expressly disclaim all representations, warranties, or conditions of any kind with respect to the Services, whether express or implied, including, but not limited to, any implied warranties or conditions of merchantability, fitness for a particular purpose, accuracy, completeness, performance, title, and non-infringement. We further disclaim any warranty the Services will be uninterrupted, timely, secure, that defects will be corrected, or that the servers that makes the Services available are free of viruses or other harmful components.

  1. Exclusive Remedy and Limitation of Liability

You agree that, under no legal theory, including, but not limited to negligence, breach of warranty or condition, breach of contract or tort, will Resemble AI or its owners, officers, directors, affiliates, contractors, employees or agents, be liable to you or any third party acting on your behalf for any indirect, incidental, special, consequential, punitive, or exemplary damages or damages for loss of profits, goodwill, use, data, or other intangible losses or the cost of any substitute equipment, facilities or services (even if we have been advised of the possibility of such damages), arising from or relating to this Agreement or your use of or your inability to the Services, or for any damages arising from or related to this Agreement.

Our total aggregate liability from any and all claims under this Agreement is limited to the total amounts you paid us in the one (1) year immediately preceding the occurrence of loss or damage.

To the extent any province, state or jurisdiction does not allow the exclusion or the limitation of liability for consequential or incidental damages, our liability in such province, state or jurisdiction will be limited to the furthest extent permitted by law. You further agree that the foregoing limitations will apply with respect to third party liability of any kind.

  1. Waiver of Jury Trial and Class Action Rights

With respect to any dispute arising out of or related to the Services and/or this Agreement: (i) you hereby expressly give up your right to have a trial by jury; and (ii) you hereby expressly give up your right to participate as a member of a class of claimants, in any lawsuit including but not limited to class action lawsuits involving any such dispute.

  1. Limitation of Time

You agree that you will not bring a claim under or related to this Agreement more than 12 months from when your claim first arose.

  1. Indemnity

You agree to indemnify, defend, and hold harmless Resemble AI, and its subsidiaries, affiliates, co-branders, all third-party advertisers, technology providers, service providers or other partners, and each of their respective officers, directors, agents, shareholders, employees and representatives (together, the “Indemnified Parties”), from and against any third party claim, demand, loss, damage, cost, or liability (including, reasonable attorneys’ fees) (collectively and individually, “Claims”) incurred by or made against the Indemnified Parties in connection with any Claims arising out of or relating to this Agreement or the Services, including but without limitation in relation to: (a) your use, non-use or misuse of, or connection to the Services, any AI Models and any Content; (b) your violation or alleged violation of this Agreement; and (c) your violation of any applicable laws or third party rights, including intellectual property, personality or privacy rights.

Resemble AI reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Resemble AI and you agree to cooperate with Resemble AI’s defense of these Claims. You agree not to settle any matter without the prior written consent of Resemble AI. Resemble AI will use reasonable efforts to notify you of any such Claims upon becoming aware of it.

  1. Miscellaneous
    1. Jurisdiction

If there is any dispute between you and Resemble AI about or involving this Agreement or the Services, you hereby agree that the dispute will be governed by and construed in accordance with the laws of the Province of Ontario, Canada, and the federal laws of Canada applicable therein without regard to its conflict of law provisions.

The Services are offered and controlled by us from our facilities in Canada. We make no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other jurisdictions do so at their own volition and are responsible for compliance with local law.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

b. Assignment

You may not assign this Agreement to a third party without our prior written consent and any assignment made in violation of this section shall be void.  We may assign this Agreement or any rights hereunder without your consent. Any assignment under this section is conditional upon the assignee agreeing in writing to be bound to the terms of this Agreement which shall be binding upon and inure to the benefit of the parties’ successors and permitted assignees.

c. Dispute Resolution

Except for any claim involving the ownership of intellectual property, all disputes arising out of or in connection with this Agreement will be referred to and finally resolved by arbitration under the rules of The ADR Institute of Canada (ADRIC). The appointing authority will be ADRIC and the case will be adjudicated by a single arbitrator and will be administered by ADRIC in accordance with its rules. The place of arbitration will be Toronto, Ontario, Canada. The language of the arbitration will be English. Notwithstanding the foregoing, Resemble AI may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction and you agree that this Agreement is specifically enforceable by Resemble AI through injunctive relief and other equitable remedies without proof of monetary damages.

If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole will not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable will be stricken from this Agreement.

d. Waiver

You agree that if Resemble AI does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which Resemble AI has the benefit of under any applicable law), this will not be taken to be a formal waiver of Resemble AI’s rights and that those rights or remedies will still be available to Resemble AI.

e. Survival

Any representations and warranties you give under this Agreement shall survive any termination or expiry. In addition, the following sections will survive termination or expiry of this Agreement: 2, 7 and 10 through 15.

f. Entire Agreement

This Agreement is the entire agreement between us related to the subject matter in this Agreement. This Agreement replaces and supersedes any other prior or contemporaneous agreement, representation or discussion, oral or written, and may not be changed except in writing signed by us, regardless of whether or not the parties act under an unsigned “electronic” agreement or rely on such an unsigned agreement.