TERMS AND CONDITIONS

Dated: 9/16/2024

 

These terms and conditions (“Terms”) are a binding agreement between you and Enco Systems, Inc. (“Enco,” “we,” “us” or “our”) govern each end user’s (“you” or “your”) of the SPECai service provided at www.radiospecai.com or such other site as Enco may designate from time to time (the “Service”). These terms also govern use of the Service by any entity (each, a “Licensing Entity”) that has entered into an Affiliate Agreement with Compass Media Networks (“Compass”) to obtain a license to use the Service. For purposes of these Terms, Licensing Entities are also referred to as “you” or “your.”

 

By accessing, viewing, or using the Service, you certify that you have read, understand, and agree to be legally bound by these Terms. If you are an individual end user, you further certify that you are 18 years of age or older and that you have all the necessary rights, power and authority to enter into this Agreement and perform the obligations set forth under this Agreement. Individual end user access to the Service is also subject to the terms of the Affiliate agreement entered into by such individual end user’s employer.

 

BINDING ARBITRATION

 

THESE TERMS CONTAIN PROVISIONS THAT GOVERN HOW CLAIMS YOU AND ENCO MAY HAVE AGAINST EACH OTHER CAN BE BROUGHT. THESE PROVISIONS WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST ENCO TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, GROUP OR REPRESENTATIVE ACTION OR PROCEEDING. PLEASE REVIEW SECTION 15 (“DISPUTE RESOLUTION”) FOR THE DETAILS REGARDING YOUR AGREEMENT TO ARBITRATE ANY DISPUTES WITH ENCO.

 

1.      Registration

 

In order to access the Service, you may be asked to register and create an account. You may be required to provide Enco with certain information about yourself including some types of personally identifying information such as your email address and the entity with which you are affiliated. It is your responsibility to maintain the currency, completeness and accuracy of your personal information.

 

You are fully responsible for maintaining the confidentiality of your password. If you have reason to believe that your account is no longer secure, you must immediately notify us by contacting us at support@enco.com. Enco will not be held responsible or liable for any losses, damages, liability, expenses, and fees incurred by Enco or a third party arising from someone else using your account regardless of whether you have notified us of such unauthorized use. You understand and agree that we may require you to provide information that may be used to confirm your identity and help ensure the security of your account.

 

2.      License.

 

If you are an end user, subject to your compliance with these Terms, Enco grants you a limited, personal, non-exclusive, revocable, non-sublicensable, non-assignable and non-transferable right and license to use the Service. The Service, may not be reproduced, copied, framed or otherwise exploited for any commercial purpose without the express prior written consent of Enco. If you are a Licensing Entity, your license to the Service is as set forth in your Affiliate Agreement.

 

You must not and must not permit any third party to:

·         employ scraping or similar techniques to aggregate, repurpose, republish or otherwise make use of any Service;

·         alter or remove, or attempt to alter or remove, any trademark, copyright or other proprietary or legal notices contained in, or appearing on, the Service;

·         copy or adapt the object code of the Service, or reverse engineer, reverse assemble, decompile, modify or attempt to discover any source or object code of any part of the Service, or circumvent or attempt to circumvent or copy any copy protection mechanism pertaining to the Service .

 

In the event of unauthorized use of the Service, Enco shall be entitled to an injunction without the posting of a bond and without a showing of irreparable harm, in addition to any other remedies available at law or in equity.

 

3.      Proprietary Rights.

 

The Service is protected by United States and international copyright and trademark laws. The Service may not be copied, distributed, modified, reproduced, published or used, in whole or in part, except for purposes authorized or approved in writing by us. All rights not expressly granted herein are reserved to us and our licensors.

 

4.      Use of SPECai

 

The Service provides an AI voice generator through our third-party service providers that may allow you to: (i) synthesize voice recordings that sound like one or more generic speakers by typing or verbally stating words (“Cloned Voice”); and/or (ii) create a voice model that can be used to generate synthetic audio sounding like your voice or a voice you’re authorized to share with us (“Voice Model”).

 

You may provide content as input to our Service (“Input”) and may receive content as output from the Service (“Output”). Inputs may include, without limitation, recordings of your voice or other voices which you have the authorization to use for the purposes of the Service, text descriptions, or any other content that you may provide to us through the Service. Your access to and use of the Service, including for the purposes of providing Input to the Service and receiving and using the Output from the Service, is subject to these Terms. If you choose to make any of your information publicly available through the Service or otherwise, you do so at your own risk.

 

By using the Cloned Voice and Voice Model Service, you hereby grant us and our third party service providers a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid, and sublicensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly or otherwise perform and display, and use the Input and Output to provide the Service (including the trust and safety features therein) and for our lawful business purposes, including to improve the Service (including to train software, algorithms and models) and to develop new products and services. You further grant Enco a royalty-free license to use your username, image, voice, and likeness to identify you as the source of any of your Output. For the avoidance of doubt, the rights granted in this Section include, but are not limited to, the right to reproduce sound recordings (and make mechanical reproductions of the musical works embodied in such sound recordings), and publicly perform and communicate to the public sound recordings (and the musical works embodied therein), all on a royalty-free basis. This means that you are granting us the right to use your Input and Output without the obligation to pay royalties to any third party, including, but not limited to, a sound recording copyright owner, a musical work copyright owner, a performing rights organization (e.g., ASCAP, BMI, SESAC, etc.) (a “PRO”), a sound recording PRO (e.g., SoundExchange), any unions or guilds, and engineers, producers or other royalty participants involved in the creation of Output.

 

By uploading the Input, you represent and warrant that you are the creator and owner of the text or voice recordings or that you have the necessary licenses, rights, consents, releases, and permissions to use the Input and to authorize us to use the Input as provided in these Terms.

 

You shall not provide Input for which you do not have all the rights necessary to grant us the licenses described in this Section. You shall not provide Input, or use Output:

·         in any way that infringes, misappropriates or otherwise violates any intellectual property rights of any person or entity or any rights of publicity, personality, or privacy of any person or entity, including as a result of your failure to obtain consent to post personally identifying or otherwise private information about a person;

·         in a manner that does not clearly distinguish between what is organic and what is paid or produced;

·         to manipulate any person;

·         in violation of any applicable law, statute, ordinance, or regulation;

·         in any manner that is defamatory, libelous or trade libelous, unlawfully threatening, unlawfully harassing, hateful, racially or ethnically offensive, excessively violent, or encourages conduct that would be considered a criminal offense, give rise to civil liability, or is otherwise inappropriate or objectionable;

·         to impersonate any person or entity or falsely state or otherwise imply an affiliation with a person or entity or is generally false, deceptive, misleading, deceitful, misinformative, or constitutes a “bait and switch”;

·         that is obscene, lewd, pornographic, or indecent;

·         in a manner that violates any community or Internet standard;

·         that constitutes material that is malicious or destructive in nature or contain any viruses, Trojan horses, worms, time bombs, cancelbots, malware, or other computer programming routines that damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or information, or that facilitate or enable such or that are intended to do any of the foregoing; or

·         constitute disclosure of any confidential information owned by any third party.

 

We do not undertake to review Input or Output (collectively, “Voice Content”), and we expressly disclaim any duty or obligation to undertake any monitoring or review of any Voice Content. Although we have no obligation to screen, edit, or monitor Voice Content, we may:

·         Delete or remove Voice Content or refuse to post any Voice Content at any time and for any reason with or without notice, including for any violations of applicable law or these Terms;

·         Terminate or suspend your access to all or part of the Service, temporarily or permanently, if the Voice Content is reasonably likely, in our sole determination, to violate applicable law or these Terms;

·         Take any action with respect to the Voice Content that is necessary or appropriate, in our sole discretion, to ensure compliance with applicable law and these Terms, or to protect our rights or any third party rights, including third party intellectual property and privacy rights (e.g., providing information to copyright owners in furtherance of DMCA takedown requests); and

·         As permitted by law, cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any Voice Content on or through the Service.

 

5.      DMCA

 

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials posted on the Service infringe your copyright, you (or your agent) may send Enco a “Notification of Claimed Infringement” requesting that the material be removed, or access to it blocked. The notice must include the following information:

 

1. A physical or electronic signature of a person authorized to act on behalf of the owner of the works that have been allegedly infringed;
2. Identification of the copyrighted work alleged to have been infringed (or if multiple copyrighted works located on the Service are covered by a single notification, a representative list of such works);
3. Identification of the specific material or link alleged to be infringing or the subject of infringing activity, and information reasonably sufficient to allow Enco to locate the material on the Service;
4. Your name, address, telephone number, and email address (if available);
5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

 

If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send Enco a counter-notice.

 

Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see https://www.copyright.gov/ for details. Notices and counter-notices with respect to the Service should be sent to support@enco.com.

 

6.      Unauthorized Activities.

 

You are prohibited from violating or attempting to violate the security of the Service, including, without limitation, by (a) accessing data not intended for such user or logging onto a server or an account which the user is not authorized to access; (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (c) accessing or using the Service or any portion thereof without authorization; (d) introducing any viruses, Trojan horses, worms, logic bombs or other material which is malicious or technologically harmful; or (e) using any robot, spider or other automatic device, process or means to access the Service for any purpose, including monitoring or copying any of the materials on the Service.

 

You agree that you will not use the Service:

·         in any way that violates any applicable laws, statutes, ordinances, or regulations (including import, export and copyright laws);

·         to modify, adapt or hack into the Service or to modify another website so as to falsely imply that it is associated with Enco;

·         to engage in any conduct that restricts or inhibits anyone’s use or enjoyment of the Service, or which, as determined by us, may harm us or users of the Service or expose them to liability;

·         in any manner that could disable, overburden, damage, or impair the Service or interfere with any other party’s use of the Service;

·         to upload, post, host, or transmit unsolicited email, SMSs, “spam” messages;

·         to contact any other user of the Service who has requested not to be contacted; or

·         to stalk or harass anyone.

 

7.      Disclaimer.

 

Enco is not responsible for and does not guarantee the accuracy or completeness of any Service or Voice Content or other items contained within the Service. Enco reserves the right to immediately remove any Service or Voice Content for any reason or for no reason. Enco cannot and does not review all communications or Service made available on or through the Service, but, although not obligated to, may review, verify, make changes to or remove any Voice Content or Service functionality, with or without notice in its sole discretion. You agree that you must evaluate and bear all risks associated with the use of the Service and Voice Content.

 

THE SERVICE VOICE CONTENT AND OTHER MATERIALS ON, IN AND MADE AVAILABLE THROUGH THE SERVICE ARE PROVIDED ON “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. WE DO NOT WARRANT THAT ACCESS TO OR USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SERVICE WILL BE CORRECTED. USE OF THE SERVICE IS ENTIRELY AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Enco AND ITS LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES, AND DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, WITH RESPECT TO THE SERVICE, THE VOICE CONTENT AND OTHER MATERIALS ON, IN AND MADE AVAILABLE THROUGH THE SERVICE, EXPRESS OR IMPLIED, WRITTEN OR ORAL, ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, SYSTEMS INTEGRATION, NON-INTERFERENCE, QUALITY, TITLE, AND NON-INFRINGEMENT. THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, COMPLETENESS AND EFFORT WITH REGARD TO ANY AND ALL VOICE CONTENT, THE SERVICE AND OTHER MATERIALS ON, IN AND MADE AVAILABLE THROUGH THE SERVICE, IS WITH YOU.

 

8.      Liability.

 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Enco AND ITS LICENSORS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, EXTRA-CONTRACTUAL, OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER, INCLUDING LOST REVENUES OR LOST PROFITS, WHICH MAY OR DOES RESULT FROM THE USE OF, ACCESS TO, OR INABILITY TO USE THE SERVICE, THE VOICE CONTENT AND OTHER MATERIALS ON, IN AND MADE AVAILABLE THROUGH THE SERVICE, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT YOU OR Enco HAD BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH DAMAGES, AND EVEN IF THE REMEDIES OTHERWISE AVAILABLE FAIL OF THEIR ESSENTIAL PURPOSE. UNDER NO CIRCUMSTANCES WILL THE TOTAL LIABILITY OF Enco AND ITS LICENSORS TO YOU OR ANY OTHER PERSON OR ENTITY IN CONNECTION WITH, BASED UPON, OR ARISING FROM THE SERVICE, VOICE CONTENT OR OTHER MATERIALS OFFERED IN CONNECTION THEREWITH EXCEED THE PRICE PAID BY YOU TO ENCO DURING THE PRECEDING YEAR FOR THE SERVICE OR ONE HUNDRED DOLLARS ($100), WHATEVER IS LESS. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

 

9.      Indemnification.

 

You shall indemnify and defend Enco and our directors, officers, employees, agents, contractors and licensors (“Enco Indemnitees”) from and against all claims, actions, suits, and other proceedings (“Claims”) arising out of or incurred in connection with your use of the Service, including any Voice Content you input or generate using the Service, your fraud, violation of law, negligence, willful misconduct, ,  or breach by you of these Terms and shall indemnify and hold Enco Indemnitees harmless from and against all judgments, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees and attorneys’ disbursements) arising out of or incurred in connection with such Claims. You may not settle any Claim without the prior written consent of Enco. Enco or its licensors may assume the defense of any Claim, at your sole cost and expense, and you shall cooperate in all reasonable respects in such defense. You shall have the right to employ separate counsel in any Claim and to participate in the defense thereof. If Enco or its licensors do not notify you that it elects to undertake the defense thereof, you shall have the right to defend the Claim with counsel reasonably acceptable to Enco, subject to the right of Enco to assume, at your sole cost and expense, the defense of any Claim at any time prior to the settlement or final determination thereof.

 

10.  Changes to these terms; Termination.

 

You understand that Enco may make changes to these Terms from time to time. Your continued use of the Service following the posting of changes to these Terms of Use will be considered your consent to those changes. When these changes are made, Enco will make a new copy of the Terms of Use available on the Service. You agree that Enco is under no obligation to provide you with notices regarding changes to the Terms of Use. You understand that it is your responsibility to check the Terms regularly for changes. The last updated date of these Terms is set forth at the top of this webpage. Enco may suspend or terminate your account and/or your ability to use the Service or any Service for failure to comply with these Terms, for providing Enco with untrue or inaccurate information about yourself, for infringement upon Enco proprietary rights, or for any other reason whatsoever or for no reason.

 

11.  Dispute Resolution.

 

Any dispute, controversy, or claim between us arising out of or relating in any way to these Terms or the Service, including the Service, shall be resolved exclusively through final and binding arbitration conducted by the American Arbitration Association (the “AAA”), rather than in court, except that you or we (1) may elect to assert claims in, or transfer claims to, small claims court if your or our claims qualify, and (2) bring suit in any court of competent jurisdiction to enjoin infringement or other misuse of intellectual property rights, including with respect to temporary restraining orders. The Federal Arbitration Act and federal arbitration law shall apply to this agreement to arbitrate. Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual; and an arbitrator must also follow the terms of these Terms, as a court would. All issues are for the arbitrator to decide, except that issues relating to arbitrability and the scope or enforceability of this agreement to arbitrate shall be for a court of competent jurisdiction to decide. Arbitration shall take place in Los Angeles, California, unless Enco elects otherwise.

 

At least thirty (30) days before beginning an arbitration proceeding, you must send an individualized letter personally signed by you, and identifying yourself by name and address, detailing your legal claims, the requested relief and requesting arbitration to 41551 W 11 Mile Road, Novi, MI 48375 by certified mail, Federal Express, UPS or USPS express mail (signature required). We will do the same; except in the event that we do not have a physical address on file for you, by electronic mail to the last known address. Within thirty (30) days of such notice, either party may respond to the letter with a request for an informal dispute resolution conference between the parties by video, with counsel present if the party is represented, and the parties agree to so conduct such conference personally and individually in good faith before initiating arbitration. All applicable claims or filing limitations period shall be tolled during the pendency of this pre-arbitration notice period.

 

The arbitration will be conducted by AAA under its applicable rules unless otherwise stated herein. If AAA is not available to arbitrate, the parties will select an alternative arbitral forum.

You and we also agree to delegate the issue of arbitrability to a court of competent jurisdiction, rather than to the arbitrator.

 

If you are a prevailing party, you may seek reimbursement of your fees and costs. However, we may seek our attorney’s fees and costs if the arbitrator finds your claims to be frivolous or brought for an improper purpose or otherwise not satisfying Federal Rule of Civil Procedure 11. There will be only one arbitrator, not a panel.

 

You and we also agree that, if more than one dispute arises against a party regarding the same or substantially similar issues filed by or with the assistance of the same law firm, group of law firms, or organizations, within a ninety (90) day period, our respective claim(s) will be arbitrated in a coordinated fashion such that AAA shall (1) administer the arbitration demands together; (2) appoint one arbitrator for the coordinated demands; and (3) issue one set of filing and administrative fees due per side, one procedural calendar, and one hearing (if any) in a place to be determined by the arbitrator. To the extent the parties disagree on the application of the provisions of this paragraph, the disagreeing party shall advise AAA, and AAA shall appoint a sole standing arbitrator to determine the applicability of this paragraph and process. The Administrative Arbitrator’s fees shall be paid by us.  This agreement to arbitrate will survive termination of the Terms.

 

Enforceability. If this agreement to arbitrate is invalidated in whole or in part, by either a court or by AAA (or another chose arbitral forum), then the entire arbitration agreement shall be null and void and either party may elect to proceed with the dispute in court. The parties agree that the exclusive jurisdiction in Section 12 (“Governing Law”) shall govern the claim.

 

Jury Trial and Small Claims Court. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial. We also both agree that you or we may bring suit in any court of competent jurisdiction to enjoin infringement or other misuse of intellectual property rights, including with respect to temporary restraining orders.

 

Class Action Waiver. Regardless of arbitrability, we each agree that any dispute resolution proceedings or lawsuits, whether in arbitration or in a court of law, will be conducted only on an individual basis and not in a class, or representative action. Therefore, you waive all rights to bring claims on behalf of a class of persons; however, you may still bring an individual claim for public injunctive relief and in small claims court. Nothing in this provision, however, should operate to prevent the parties from settling claims on a class-wide basis or otherwise coordinating claims filed in arbitration.

 

12.  Governing Law.

 

These Terms shall be governed by the laws of Michigan without regard to any conflict of law principles. Further, you and we agree to the jurisdiction of a state or federal court in the County of Oakland, State of Michigan to resolve any dispute, claim, or controversy that relates to or arises in connection with these Terms (and any non-contractual disputes and/or claims relating to or arising in connection with it) and that is not subject to mandatory arbitration under Section 11 (“Dispute Resolution”).

 

13.  Miscellaneous.

 

These Terms (and any Affiliate Agreement between a Licensing Entity and Compass) constitute the whole legal agreement between you and Enco and govern your use of the Service. In the event any rule or code of conduct posted on the Service conflicts with the terms of these Terms, these Terms shall govern. If you are a Licensing Entity, in the event of a conflict between the Affiliate Agreement and these Terms, the Affiliate Agreement shall govern. No oral explanation or oral information given by any party shall alter the interpretation of these Terms.

 

You agree that if Enco does not exercise or enforce any legal right or remedy which is contained in these Terms , this will not be taken to be a formal waiver of Enco’s rights and that those rights or remedies will still be available to Enco. If any court of law, having the jurisdiction to decide a matter arising out of these Terms, rules that any provision of these Terms is invalid, then that provision will be removed from these Terms without affecting the rest of the Terms and the remaining provisions will continue to be valid and enforceable.

 

The Service is controlled and operated from within the United States. Without limiting anything else, Enco makes no representation that the Service, information or other materials available on, in, or through the Service is appropriate or available for use in other locations, and access to them from territories where they are illegal is prohibited. Those who choose to access the Service from other locations do so on their own volition and are responsible for compliance with applicable laws.

 

You represent and warrant that you shall comply with all laws and regulations that apply to your access and use of the Service, including, but not limited to, any applicable national laws that prohibit the export or transmission of technical data or software to certain territories or jurisdictions.

 

We reserve the right to seek all remedies available at law and in equity for violations of these Terms, including the right to remove your account and any of your Voice Content, block your access to the Service, and block IP addresses.