Verified Voice Model Marketplace Terms

Please read these Voice Model Marketplace Terms (these “Marketplace Terms”) carefully. These Marketplace Terms constitute a legally binding agreement between you and Arpeggi, Inc. (“Company”, “we” or “us”), and govern your access and use of the voice model marketplace on the Services (“Verified Voice Model Marketplace”) to make your Custom AI Voice Model available to other users of the Services. These Marketplace Terms are supplemental to, and incorporate by reference, our general Terms of Service (“General Terms”) available at https://www.kits.ai/terms-of-service. Capitalized terms used but not defined herein have their respective meanings as set forth in the General Terms. The Voice Model Marketplace is a Service as defined under the General Terms.

By designating your Custom AI Voice Models to be available on the Verified Voice Model Marketplace or otherwise using the Verified Voice Model Marketplace, you are agreeing to these Marketplace Terms. If you do not understand or agree to these Marketplace Terms, please do not use the Verified Voice Model Marketplace or designate your Custom AI Voice Models to be available on the Verified Voice Model Marketplace.

SECTION 9 OF THE GENERAL TERMS CONTAINS AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER. PLEASE REVIEW SUCH CLAUSES CAREFULLY, SINCE THEY AFFECT YOUR RIGHTS. BY AGREEING TO THESE MARKETPLACE TERMS, YOU AGREE TO RESOLVE ALL DISPUTES RELATED TO THE VOICE MODEL MARKETPLACE THROUGH BINDING INDIVIDUAL ARBITRATION AND TO WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS OR REPRESENTATIVE ACTIONS, AS SET FORTH IN THE GENERAL TERMS. YOU HAVE THE RIGHT TO OPT-OUT OF THE ARBITRATION CLAUSE AND THE CLASS ACTION WAIVER AS EXPLAINED IN SECTION 9 OF THE GENERAL TERMS.

1. Voice Model Marketplace

   1. Overview.  The Services may, now or in the future, allow you to submit a request to designate one or more of your Custom AI Voice Models (“Designated Models”) to be made available on the Verified Voice Model Marketplace. If the Company approves your request, other users of the Services may access and use such Designated Models as part of their own use of the Services, including for other users to use your Designated Models to create AI Model Outputs. The AI Model Output generated by other users using your Designated Models may be referred to herein as a “Designated Model Output.” 

   2. Acknowledgement. By designating any of your Designated Models to be made available on the Verified Voice Model Marketplace, you acknowledge and agree that you are allowing (and hereby grant any and all applicable rights necessary to allow) other users of the Services and their designees to create a means by which to imitate, mimic or otherwise resemble the voice(s) contained in your Provided Voice Files. You acknowledge and agree that other users may store, display, perform, reproduce, distribute, alter, transmit, make available, communicate to the pubic, broadcast, create derivative works of, and otherwise use their Designated Model Outputs for both personal and commercial use, and you hereby grant any and all applicable rights necessary to allow such users to do so. To the extent applicable, you hereby waive any applicable moral rights, rights of attribution or similar rights in, to and/or related to the Designated Models and Designated Model Outputs. Further, you hereby waive and release any and all claims that you may have against the Company and other users that use your Designated Models on the Services related to use of the Designated Models and Designated Model Outputs (including, without limitation, any and all claims related to copyright, trademark, defamation, moral rights, rights of attribution, approval rights, rights of privacy, rights of publicity, impersonation, false light, false endorsement, passing off and/or any cause of action arising therefrom, whether now existing or enacted at any time in the future). You acknowledge and agree that Designated Model Outputs will not be deemed derivative works based upon any Provided Voice Files that are used to create your Designated Model. You represent and warrant that no other licenses, permissions, consents or authorizations must be obtained from or payments made to any other person or entity arising out of another user’s use of your Designated Models and Designated Model Outputs. For the avoidance of doubt, if and to the extent required under applicable law, you hereby grant such other user that uses your Designated Models on the Services all rights necessary, throughout the world, to reproduce, distribute, perform, adapt and otherwise use the Designated Models and any Designated Model Output generated by their use of your Designated Models, without further notice, consent, compensation or attribution to you.

   3. Additional Information. In order to make your Designated Model available on the Verified Voice Model Marketplace, we may require you to provide additional information and other data, such as to verify that the Provided Voice Files used to create such Designated Model contains only your voice. As a condition to your right to access and use (or continue accessing and using) the Verified Voice Model Marketplace and make available your Designated Model(s) thereon, you agree to timely provide complete and accurate information and other data in response to such request.

   4. Removal of Designated Models. You can request to remove any of your Designated Models from being made available on the Verified Voice Model Marketplace at any time by contacting Kits at outreach@kits.ai. After we process and accept such removal request, we will use good faith efforts to promptly remove such Designated Model from the Verified Voice Model Marketplace. For clarity, other users who created Designated Model Outputs using such removed Designated Model will continue to be able to use such Designated Model Outputs after such Designated Model is removed.

   5. Restrictions on Use of the Verified Voice Model Marketplace. For the avoidance of doubt, you acknowledge and agree that the terms and conditions of Section 5(3) of the General Terms (e.g., describing various restrictions on your use of the Services) apply to your use of the Verified Voice Model Marketplace, including to your designation of certain Custom AI Voice Models as Designated Models and your enabling the creation of Designated Model Output. Without limiting the foregoing, you specifically agree that you will not use the Verified Voice Model Marketplace or any Designated Model or Designated Model Output to impersonate somebody without their authorization (including by providing a Provided Voice File that you do not have authority to use to create a Designated Model), and you represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to use each Provided Voice File to create a Designated Model and to generate Designated Model Output.         

      
      

2. Pricing, Payment and Taxes

   1. Pricing. We may pay you for making your Designated Models available on the Verified Voice Model Marketplace (such payment to you, the “Payment”). The Payment to you is generally based on the number of other users who use your Designated Models on the Services and the proceeds we receive from such other users’ paid subscription to the Services. Please see https://kits.ai/earn/payouts (“Pricing Documentation”) for more information on how we determine the Payment you may be eligible to receive under these Marketplace Terms, which may be modified by us from time to time. We reserve the right at any time to modify how the Payment calculation is structured.

   2. Payment. We use a third party payment processor (“Payment Processor”) to make any Payments to you under these Marketplace Terms. To make your Designated Models available on the Verified Voice Model Marketplace and to receive Payments, you will need to create an account with such Payment Processor who may require you to meet certain identity verification and other compliance requirements and comply with its terms and conditions and other procedures. By accepting these Marketplace Terms, you expressly authorize us to access data about your Payment Processor connected account activity, including to monitor Payments to you under these Marketplace Terms. You acknowledge and agree that you may not receive Payments if you do not comply with these Marketplace Terms, the General Terms, or the terms and conditions of the Payment Processor or if you fail to satisfy any other requirements of the Payment Processor. We are not responsible for any delay in or failure to receive your Payments due to any reason out of our control, including your failure to comply with the Payment Processor’s terms or other requirements. 

   3. Payment Timing. We reserve the right to issue Payments to you at any cadence we determine in our sole discretion. We may determine a minimum Payment amount threshold that must be earned by you before a Payment is made to you. Please see the Pricing Documentation for more information on the cadence of Payments to you and the minimum Payment amount threshold, if any. 

   4. Taxes. You acknowledge and agree that you are solely responsible and liable for any and all taxes, duties or fees relating to any Payments you may receive pursuant to these Marketplace Terms. We may deduct or withhold any taxes that we may be legally obligated to deduct or withhold from any amounts payable to you. You agree that payment to you as reduced by such deductions or withholdings will constitute full payment and settlement of the amounts payable under these Marketplace Terms. You will provide us with any forms, documents or other certifications as may be required to satisfy any information reporting or withholding tax obligations with respect to any Payments under these Marketplace Terms.

   5. Other. In addition to our other rights and remedies, we may, to the extent permitted by law, without providing a warning or prior notice, withhold, offset, adjust or exclude any Payments to you under these Marketplace Terms for your breach of these Marketplace Terms or the General Terms, any excess Payments made to you in error, or to offset such amounts against any fees you owe use under any other agreement. Your use of the Payment Processor’s services is governed solely by the terms and conditions of such Payment Processor. We are not responsible or liable for, and make no representation as to any aspect of the Payment Processor’s services. You irrevocable waive any claim against the Company with respect to the Payment Processor’s services. We are not liable for any damage or loss caused or alleged to be caused by or in connection with your use of the Payment Processor’s services. 

      
      

3. Miscellaneous

   1. Suspension. In addition to any other rights or remedies we may have, we reserve the right to suspend, screen, edit or remove the availability of any or all of your Designated Models on the Verified Voice Model Marketplace, at any time and for any reason, in our sole discretion, without the requirement to give notice. 

   2. Modifications to the Verified Voice Model Marketplace. We have the right to modify, alter, update or eliminate the features, functionality, payment terms, payout method or other elements of the Verified Voice Model Marketplace at any time and for any reason, in our sole discretion, without the requirement to give notice and without any liability to you. 

   3. Modifications to Marketplace Terms. We may modify these Marketplace Terms from time to time in which case we will update the “Last Revised” date at the top of these Marketplace Terms. The updated Marketplace Terms will be effective as of the time of posting, or such later date as may be specified in the updated Marketplace Terms. Your continued use of the Verified Voice Model Marketplace, including the designation of your Custom AI Voice Models to be available on the Verified Voice Model Marketplace, after the modifications have becomes effective will be deemed your acceptance of the modified Marketplace Terms.