NEUPHONIC LIMITED
Terms of Service
Last Updated: 24 September 2024
Updates to these Terms. We will update these Terms from time to time as required by Applicable Laws or in the ordinary course of our business, by posting the latest Terms on this page with the “Last Updated” date updated. We will endeavour to send out significant changes via email. Please check back regularly for any updates. Although we will endeavour to notify you of any material changes via email, we reserve the right to update these Terms on our website at any time without written notice to you. Your continued use of the Platform or the Services will constitute your acceptance of any such changes after they have taken effect. If you do not agree to any changes, you must not use the Platform or the Services.
Accepting these Terms. Your use of the Platform constitutes your acceptance of these Terms. By accepting these Terms, you also agree to our Privacy Policy and AUP. If we agree to any other additional terms, those terms may supersede these Terms. If you are one of our NeuPartner Program participants, you will be bound by separate terms of use. If you do not wish to be bound by these Terms, please do not use the Platform or the Services.
Scope of these Terms. We are Neuphonic (as defined below). Together, You and Us are each, a “party”, and together, the “parties”. These Terms apply between You and Us as regards your access to and Use of our Platform.
Do these Terms apply to you? These Terms of Service (the “Terms”) apply if you reside in the United Kingdom, Switzerland or the European Economic Area (“EEA”). If you reside elsewhere, including in the United States, our Non-EEA Terms will also apply to you. These are available below under the section entitled “Non-EEA Terms”. If you cannot access and understand the Non-EEA Terms, or these Terms generally, you should not use the Platform.
Global Users. Generally, the Platform may be accessed from any country around the world and may contain references to content that is not available in your country. These references do not imply that we intend to announce the Platform in your country. The Platform (and any Services) is/are controlled and offered by Neuphonic from its offices and facilities in the United Kingdom. We make no representations that the Platform is appropriate or available for use in other locations. Those who access or use the Platform from other countries do so at their own volition and are responsible for compliance with Applicable Laws.
Feedback & Questions. For more information on any of the above, please contact lina@neuphonic.com. Please refrain from including any sensitive information (e.g. payment details) via email. We welcome your feedback about these Terms, our AUP and Privacy Policy.
[1] Key Definitions.
“Applicable Laws” means the laws, rules, regulations, court orders, and other binding requirements of a relevant government authority that apply to the parties.
“Neuphonic”, “we”, “us” or “our” means Neuphonic Limited, a private company with limited liability incorporated in England and Wales under company number 15612532 with its registered office address at Suite 36, Third Floor, Hamilton House, Mabledon Place, London, England, WC1H 9BB, on behalf of itself and its affiliates and subsidiaries.
“Feedback” means suggestions, feedback, insights, ideas or comments about the Platform, the Services, or our Website.
“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, pending, or otherwise now or hereafter in existence under or related to any copyright, patent, trademark, trade secret, or other intellectual property right(s), in any part of the world.
“Personal Data” has the meaning prescribed to it within any Applicable Laws.
“Platform” means each of the following:
(i) our proprietary text-to-speech synthesis platform; and,
(ii) our website, which is located at www.neuphonic.com and any and all associated web pages; and
(iii) our “Services” which includes our application programming interfaces (“API's”) and any products and services available to you via our platform and/or website.
Where applicable, references to the Services and the Website shall be deemed to refer to the Platform, and vice versa.
“Use” means signing up for, accessing, logging into, using the Platform (including if applicable the API), whether or not you are a free or subscribed user. Use also includes providing input and receiving output from our Platform, in any medium or form.
“You” and “your” means the user or customer using or otherwise accessing the Platform.
[2] Using the Platform. You must comply with these terms and the AUP when you Use the Platform.
If you Use the Platform on behalf of a commercial business or company, you are responsible for your representatives' Use of the Platform and both your and their compliance with these Terms and our AUP. You may not Use our Platform if you are under 18 years of age (or under the age of majority where you reside). Free users may only Use the Platform for non-commercial purposes. Paid users may Use the Platform for commercial purposes, as further set out in these Terms and the AUP. Whether you are an unpaid or paid user, you must still comply with these Terms and our AUP. If you have registered for an account to use the Platform, you must keep your account updated, keep your login details secure and comply with our AUP. You must contact us if you lose your account details or suspect a breach of the AUP. When using the Platform, you represent and warrant that you are not located in a country or territory that is subject to economic sanctions by the United States of America, that you will comply with any Applicable Laws, including any United States export controls and laws, and any sanctions list issued by any applicable jurisdiction(s). You remain solely responsible for any violations of the foregoing.
[3] Changes we may make to the Platform. We may make the following changes to the Platform at any time (i.e. without giving you notice and an option to terminate):
To update the Platform (including without limited Services, the Website, the API's) as long as any updates do not affect the description of the Platform when you initially paid for your Use. Where required, we may ask you to install some of these updates. To incorporate changes in Applicable Laws and to make sure we comply with Applicable Laws. To make small or immaterial technical changes or improvements to the Platform that do not materially affect your Use. To address a security incident, provided this does not materially affect your Use
We may make the following changes to the Platform only by giving you notice and an option to terminate:
If we plan to make any changes that materially adversely impact you, we will notify you in advance and you can then contact us to terminate your subscription before the change takes effect and receive a refund for any Services you have paid for in advance, but won't receive. We may suspend your use of the Platform in accordance with our AUP, which is available on our website. If you breach any provision of these Terms or our AUP, any licences granted to you will terminate automatically.
We do not undertake to review the Platform including any content generated via your Use. We may however, as required by standard business conduct or Applicable Laws:
delete or remove content or refuse to post any content at any time and for a good faith reason (except as required under Applicable Laws), including for any violations of Applicable Laws, these Terms, or our AUP; terminate or suspend your access to all or part of the Services, temporarily or permanently, if the Content is reasonably likely (based on objective factors), to violate applicable law or these Terms (we will confirm why we have terminated or suspended access and will reinstate access in the event that you provide valid reasons why our action was not justified); take any action with respect to the content that is necessary or appropriate (in our reasonable discretion) to ensure compliance with Applicable Laws and these Terms, or to protect Neuphonic's rights, or to protect any third-party rights, including third-party intellectual property and privacy rights; 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 content on or through the Platform, subject to Applicable Laws.
[4] Payment, Free Trials & Subscriptions.
Free Beta Trial Version. The current version of the Platform is provided on a free trial basis. We will update these terms with additional information, including information about your statutory right of withdrawal depending on which jurisdiction you are based in, when we enable payment for the Platform via a subscription. You authorise Neuphonic to process your payment information in the event you provide this via the Platform before any such paid service is made available. If you wish to cancel your free account, you can get in touch with us at any time to do so.
Paid Users. If you upgrade your account from a free account and become a paid user to access certain Platform functionality, you must:pay to Neuphonic all fees associated with your relevant subscription tier, including any excess usage charges (if applicable, these will be set out when you purchase a subscription); provide complete and accurate payment and billing information including a valid and authorised payment method; remain solely responsible for payment of any sales, use or other taxes or duties. All fees quoted throughout the platform are exclusive of tax.
Payment Methods. You hereby authorise Neuphonic and our third party payment processor to store your payment information and to automatically charge your account in accordance with your agreed upon subscription tier via your designated payment method throughout its agreed upon duration, without any further action from you. Except as otherwise set out in these Terms, any such fees are non-refundable, and any payment obligations are non-cancellable and non-pro-ratable. In the event any such payment method fails, we reserve the right to suspend your account with prior notice and/or to reach out to you or an authorised third party to update your payment method details, in our sole discretion.
Cancelling your Subscription. Your paid subscription will automatically renew unless you cancel it. You can cancel your subscription through your account dashboard or by getting in touch with us. Any such cancellation, once processed by us, will be effective at the end of the current billing period (unless you are cancelling your account in relation to the exercise of your statutory withdrawal rights or in connection with any pricing changes with which you do not agree).
Right of Withdrawal. You have a legal right to withdraw from any purchase within 14 days of purchase if you are a resident of the EEA. If you wish to do so, please email us at lina@neuphonic.com within 14 days of the date on which you purchased your subscription.
Unless inconsistent with Applicable Law, we reserve the right to change any subscription tier pricing from time to time, whether to reflect inflationary increases or otherwise, subject to providing you with at least thirty (30) calendar days prior written notice via email. You will be able to terminate your subscription should you not agree with any such pricing changes.
[5] Licences.
Limited Licence. Subject to your compliance with these Terms, Neuphonic hereby grants to you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Platform. For clarity, any use of the Platform other than as specifically authorised herein, without our prior written permission, is strictly prohibited and will terminate the licence granted herein. Use Related Content. Any content you input into the Platform (including without limitation, any text descriptions or scripts), and any output you generate (including without limitation any audio recordings), are subject to these Terms and our AUP (including to the extent you download any such output, if applicable). If you choose to make any such content publicly available through the Platform or otherwise, you do so at your own risk. Rights to your inputs. Except for the licence you grant below and subject to clause 7, as between you and Neuphonic, you retain all rights in and to your input. Licence to Input. You hereby grant to Neuphonic an irrevocable, non-exclusive, royalty-free and fully paid up, worldwide, sublicensable licence for the duration set out in these Terms, to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly or otherwise perform and display, and use your input to provide the Services and the Platform, to improve the Platform, and to develop new services and products Licence to Output. To the extent you own or acquire any Intellectual Property Rights in or to any output, you hereby grant to Neuphonic an irrevocable, non-exclusive, royalty-free and fully paid up, worldwide, sublicensable licence to use, for the duration set out in these Terms, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly or otherwise perform and display, and use the output to provide the Services and the Platform to you, to improve the Platform, and to develop new services and products.
[6] Intellectual Property Rights.
Feedback. You may publicly and voluntarily post, submit, or otherwise communicate to us any questions, comments, suggestions, ideas, or other information about the Platform or our operations as a company (collectively, including the meaning prescribed above in the Key Definitions section, “Feedback”). You understand and agree that we may use such Feedback, including to develop, copy, publish, or improve the Platform. You expressly agree and acknowledge that your provision of any Feedback does not and will not give or grant you any right, title or interest in the Platform or in any such Feedback. All Feedback becomes the sole and exclusive property of Neuphonic, and Neuphonic may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to Neuphonic any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback. Ownership. The Platform, all content and all Intellectual Property Rights therein and thereto, are owned by Neuphonic or our licensors. Except as explicitly stated in these Terms, all rights in and to the Platform, including all Intellectual Property Rights, are reserved by us or our licensors. Trademarks. The name “Neuphonic” and our logos, product or service names, slogans, and the look and feel of the Platform are trademarks of Neuphonic and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names, and company names or logos mentioned on or in connection with the Platform are the property of their respective owners. Reference to any products, services, processes, or other information by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by Neuphonic.
[7] Third Party Platforms, Content & Artificial Intelligence Platforms.
We use certain third-party platforms, integrations, products and services (“TPS's”) to ensure the operability of the Platform, including for processing Personal Data (as further set out in our Privacy Policy), or providing any such TPS content through the Platform. These TPS's are not within the scope of our control by their very nature and may impact the operability of our Platform. We endeavour to comply with market standard procurement and sourcing processes when selecting any TPS's, including closely reviewing their security and overall compliance practices, their compliance with Applicable Laws and otherwise. We are not responsible for your interactions with any TPS's or any TPS content. Where you do interact or access any TPS's or TPS content, you will be directly bound by their terms and their privacy policies. We do not monitor any of the foregoing and have no obligation to. We may block access to any TPS's or any TPS content in full or in part at any time. You are solely responsible for obtaining and maintaining any computer hardware, equipment, network services and connectivity, telecommunications services, and other products and services necessary to access and use the Platform. You acknowledge that we may incorporate artificial intelligence and other advanced technologies into the Platform including those that create new content, such as text, images, or videos, by learning from and mimicking existing data based on user-supplied prompts (collectively, “AIP's”), which are a continuously developing technology and may not always function without error or as intended. You agree that we cannot be held liable for any errors, complications, or other unintended outcomes resulting from the use of the Platform or any related AIP's, third party systems or integrations, including any issues that may arise from system malfunctions, unexpected behaviour, or failure of any such systems to perform as intended. You grant us permission to process your usage data and content (subject to the licensing provisions above) for the development, training, and improvement of artificial intelligence and machine learning models that are included in the Platform, including any TPS's. We agree that before using any such data for these purposes, any such data will first be aggregated, and we shall take commercially reasonable measures to de-identify any synch data using industry standard technologies. Nothing in this provision shall lessen or restrict our obligations under Applicable Laws as regards any such data. If you wish to opt-out of this, you can request this by contacting lina@neuphonic.com. Your usage data and content will no longer be used to improve our Platform once we have processed your request but for the avoidance of doubt, will not affect any use thereof prior to such date.
[8] Liability & Indemnification.
If you are a commercial business entity:
Neuphonic's total liability to you for any claim related to these Terms or the Platform is limited to the greater of £100 (one hundred British Pounds Sterling) or the total amount you have paid to use the Platform within the twelve (12) calendar months preceding any such claim. We will not be liable to you under any theory of liability (whether based in contract, tort, negligence, warranty, or otherwise) for any indirect, consequential, exemplary, incidental, punitive, or special damages or lost profits, even if we have been advised of the possibility of such damages.
To the fullest extent permitted by applicable law, you will indemnify, defend (at our option), and hold harmless Neuphonic and our officers, directors, agents, partners, licensors, employees and agents from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to:
your access to or use of the Services in violation of these Terms or Applicable Laws; any content, outputs, inputs or Feedback you provide throughout your Use; your violation of these Terms and the AUP; your violation, misappropriation, or infringement of any rights of another (including intellectual property rights or privacy rights); or your conduct in connection with the Platform and any content related to your Use.
You will cooperate with Neuphonic in defending such Claims, and pay all fees, costs, and expenses associated with defending such Claims (including attorneys' fees). Neuphonic will have control of the defence or settlement, at Neuphonic's sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Neuphonic.
If you do not qualify as the above:
We're responsible for losses you suffer caused by us breaking this contract unless the loss is unexpected (legally speaking, the loss was unforeseeable), caused by a delaying event outside our control, avoidable by taking reasonable action or a business loss (in which case this section does not govern and the section above entitled “if you are a commercial business entity” governs). Some countries and states may not allow the limitation of certain damages, meaning that some or all of the foregoing terms may not apply to you. In that case, these Terms only limit our responsibilities to the maximum extent allowed by Applicable Laws in your country of residence.
You agree to indemnify, defend and hold harmless Neuphonic, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorney's fees) relating to or arising out of your use of or inability to use the Platform, any user postings made by you, your violation of the Terms or the AUP (including your violation of any rights of a third party or of any applicable laws, rules or regulations). Neuphonic reserves the right, at its own cost, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Neuphonic in asserting any available defences.
[9] Disclaimers
If you are a commercial business entity only, the following additional terms apply to you:
As regards the Platform, your Use of the Platform, any content generated via your Use, any TPS's and TPS content, Neuphonic disclaims all warranties, whether express or implied, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. These disclaimers apply to the maximum extent permitted by Applicable Laws. Your use of the Platform, any content generated via your Use, any TPS's and TPS content, is at your sole risk. Neuphonic does not represent or warrant that the Platform, any content generated via your Use, any TPS's and TPS content, is or are accurate, complete, reliable, current, or error-free or that access to the foregoing will be uninterrupted. You acknowledge that access to and use of the Platform is provided without any commitments as to uptime, availability or the Platform's functionality with your systems, including any TPS's or integrations.
While Neuphonic attempts to make your use of the foregoing safe, we cannot and do not represent or warrant that the foregoing or our servers are free of viruses or other harmful content. All disclaimers of any kind (including in this provision and elsewhere in these Terms) are made for the benefit of all Neuphonic and Neuphonic' respective shareholders, agents, representatives, licensors, suppliers, and service providers, as well as our and their respective successors and assigns.
Some countries and states may not allow the disclaimer of certain warranties, so some or all of the foregoing terms may not apply to you. In that case, these Terms only limit our responsibilities to the maximum extent allowed by Applicable Laws in your country of residence.
[10] Governing Law & Forum.
If you are a commercial business entity: all interpretations and disputes about these Terms shall be governed by the laws of England and Wales, without regard to its conflict of laws provisions. The parties will bring any legal suit, action, or proceeding regarding these Terms to the courts of England and Wales and each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales.
If you do not qualify as the above: all interpretations and disputes about these Terms related to your Use of the Platform in your capacity as a consumer shall be governed by the laws of the jurisdiction of your main residence that has jurisdiction over your claim and dispute. We agree that we and you as the parties may resolve any such dispute in any competent court of the jurisdiction of your main residence that has jurisdiction over your claim and dispute.
[11] Non-EEA Terms.
If you are not resident in the United Kingdom, Switzerland, or the EEA, clause 10 (Governing Law & Forum) of these Terms is hereby replaced and superseded by a binding arbitration clause and waiver, which is available on our website.
[12] Miscellaneous.
Publicity Rights. To the extent applicable depending on the kind of user you are (i.e. a commercial business entity or not), in order to identify you as a user of the Platform, we may identify you and utilise your trademarks and logo on our Platform (including our website) and in any public and non-public marketing materials. For the duration of these Terms and your Use of the Platform, you grant us a non-exclusive, royalty-free licence to use this in connection with any marketing, promotion, or advertising of Neuphonic or the Platform. Intellectual Property Complaints. If you believe any content on the Platform infringes any of your intellectual property rights, you may notify us via email on lina@neuphonic.com. Severability & Waiver. If any of these Terms are determined to be invalid or unenforceable by a relevant court or governing body, the remaining Terms will remain in full force and effect. The failure of a party to enforce a term or to exercise an option or right set out in these Terms will not constitute a waiver by that party of such term, option, or right. Survival. All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms by Neuphonic or you. Termination will not limit any of Neuphonic's other rights or remedies at law or in equity. Assignment. We may assign these Terms without your consent and without notice to you, unless otherwise required by Applicable Law. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement. The Contracts (Rights of Third Parties) Act 1999 does not apply to this Agreement. Interpretation. Headings, titles and otherwise are for convenience and reference only. All uses of “including” and similar phrases are non-exhaustive and without limitation. A capitalised term used in its non-capitalized form shall have the same meaning as the capitalised version.
Terms of Service
Last Updated: 24 September 2024
Updates to these Terms. We will update these Terms from time to time as required by Applicable Laws or in the ordinary course of our business, by posting the latest Terms on this page with the “Last Updated” date updated. We will endeavour to send out significant changes via email. Please check back regularly for any updates. Although we will endeavour to notify you of any material changes via email, we reserve the right to update these Terms on our website at any time without written notice to you. Your continued use of the Platform or the Services will constitute your acceptance of any such changes after they have taken effect. If you do not agree to any changes, you must not use the Platform or the Services.
Accepting these Terms. Your use of the Platform constitutes your acceptance of these Terms. By accepting these Terms, you also agree to our Privacy Policy and AUP. If we agree to any other additional terms, those terms may supersede these Terms. If you are one of our NeuPartner Program participants, you will be bound by separate terms of use. If you do not wish to be bound by these Terms, please do not use the Platform or the Services.
Scope of these Terms. We are Neuphonic (as defined below). Together, You and Us are each, a “party”, and together, the “parties”. These Terms apply between You and Us as regards your access to and Use of our Platform.
Do these Terms apply to you? These Terms of Service (the “Terms”) apply if you reside in the United Kingdom, Switzerland or the European Economic Area (“EEA”). If you reside elsewhere, including in the United States, our Non-EEA Terms will also apply to you. These are available below under the section entitled “Non-EEA Terms”. If you cannot access and understand the Non-EEA Terms, or these Terms generally, you should not use the Platform.
Global Users. Generally, the Platform may be accessed from any country around the world and may contain references to content that is not available in your country. These references do not imply that we intend to announce the Platform in your country. The Platform (and any Services) is/are controlled and offered by Neuphonic from its offices and facilities in the United Kingdom. We make no representations that the Platform is appropriate or available for use in other locations. Those who access or use the Platform from other countries do so at their own volition and are responsible for compliance with Applicable Laws.
Feedback & Questions. For more information on any of the above, please contact lina@neuphonic.com. Please refrain from including any sensitive information (e.g. payment details) via email. We welcome your feedback about these Terms, our AUP and Privacy Policy.
[1] Key Definitions.
“Applicable Laws” means the laws, rules, regulations, court orders, and other binding requirements of a relevant government authority that apply to the parties.
“Neuphonic”, “we”, “us” or “our” means Neuphonic Limited, a private company with limited liability incorporated in England and Wales under company number 15612532 with its registered office address at Suite 36, Third Floor, Hamilton House, Mabledon Place, London, England, WC1H 9BB, on behalf of itself and its affiliates and subsidiaries.
“Feedback” means suggestions, feedback, insights, ideas or comments about the Platform, the Services, or our Website.
“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, pending, or otherwise now or hereafter in existence under or related to any copyright, patent, trademark, trade secret, or other intellectual property right(s), in any part of the world.
“Personal Data” has the meaning prescribed to it within any Applicable Laws.
“Platform” means each of the following:
(i) our proprietary text-to-speech synthesis platform; and,
(ii) our website, which is located at www.neuphonic.com and any and all associated web pages; and
(iii) our “Services” which includes our application programming interfaces (“API's”) and any products and services available to you via our platform and/or website.
Where applicable, references to the Services and the Website shall be deemed to refer to the Platform, and vice versa.
“Use” means signing up for, accessing, logging into, using the Platform (including if applicable the API), whether or not you are a free or subscribed user. Use also includes providing input and receiving output from our Platform, in any medium or form.
“You” and “your” means the user or customer using or otherwise accessing the Platform.
[2] Using the Platform. You must comply with these terms and the AUP when you Use the Platform.
[3] Changes we may make to the Platform. We may make the following changes to the Platform at any time (i.e. without giving you notice and an option to terminate):
We may make the following changes to the Platform only by giving you notice and an option to terminate:
We do not undertake to review the Platform including any content generated via your Use. We may however, as required by standard business conduct or Applicable Laws:
[4] Payment, Free Trials & Subscriptions.
Free Beta Trial Version. The current version of the Platform is provided on a free trial basis. We will update these terms with additional information, including information about your statutory right of withdrawal depending on which jurisdiction you are based in, when we enable payment for the Platform via a subscription. You authorise Neuphonic to process your payment information in the event you provide this via the Platform before any such paid service is made available. If you wish to cancel your free account, you can get in touch with us at any time to do so.
Paid Users. If you upgrade your account from a free account and become a paid user to access certain Platform functionality, you must:
Payment Methods. You hereby authorise Neuphonic and our third party payment processor to store your payment information and to automatically charge your account in accordance with your agreed upon subscription tier via your designated payment method throughout its agreed upon duration, without any further action from you. Except as otherwise set out in these Terms, any such fees are non-refundable, and any payment obligations are non-cancellable and non-pro-ratable. In the event any such payment method fails, we reserve the right to suspend your account with prior notice and/or to reach out to you or an authorised third party to update your payment method details, in our sole discretion.
Cancelling your Subscription. Your paid subscription will automatically renew unless you cancel it. You can cancel your subscription through your account dashboard or by getting in touch with us. Any such cancellation, once processed by us, will be effective at the end of the current billing period (unless you are cancelling your account in relation to the exercise of your statutory withdrawal rights or in connection with any pricing changes with which you do not agree).
Right of Withdrawal. You have a legal right to withdraw from any purchase within 14 days of purchase if you are a resident of the EEA. If you wish to do so, please email us at lina@neuphonic.com within 14 days of the date on which you purchased your subscription.
Unless inconsistent with Applicable Law, we reserve the right to change any subscription tier pricing from time to time, whether to reflect inflationary increases or otherwise, subject to providing you with at least thirty (30) calendar days prior written notice via email. You will be able to terminate your subscription should you not agree with any such pricing changes.
[5] Licences.
[6] Intellectual Property Rights.
[7] Third Party Platforms, Content & Artificial Intelligence Platforms.
[8] Liability & Indemnification.
If you are a commercial business entity:
Neuphonic's total liability to you for any claim related to these Terms or the Platform is limited to the greater of £100 (one hundred British Pounds Sterling) or the total amount you have paid to use the Platform within the twelve (12) calendar months preceding any such claim. We will not be liable to you under any theory of liability (whether based in contract, tort, negligence, warranty, or otherwise) for any indirect, consequential, exemplary, incidental, punitive, or special damages or lost profits, even if we have been advised of the possibility of such damages.
To the fullest extent permitted by applicable law, you will indemnify, defend (at our option), and hold harmless Neuphonic and our officers, directors, agents, partners, licensors, employees and agents from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to:
You will cooperate with Neuphonic in defending such Claims, and pay all fees, costs, and expenses associated with defending such Claims (including attorneys' fees). Neuphonic will have control of the defence or settlement, at Neuphonic's sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Neuphonic.
If you do not qualify as the above:
We're responsible for losses you suffer caused by us breaking this contract unless the loss is unexpected (legally speaking, the loss was unforeseeable), caused by a delaying event outside our control, avoidable by taking reasonable action or a business loss (in which case this section does not govern and the section above entitled “if you are a commercial business entity” governs). Some countries and states may not allow the limitation of certain damages, meaning that some or all of the foregoing terms may not apply to you. In that case, these Terms only limit our responsibilities to the maximum extent allowed by Applicable Laws in your country of residence.
You agree to indemnify, defend and hold harmless Neuphonic, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorney's fees) relating to or arising out of your use of or inability to use the Platform, any user postings made by you, your violation of the Terms or the AUP (including your violation of any rights of a third party or of any applicable laws, rules or regulations). Neuphonic reserves the right, at its own cost, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Neuphonic in asserting any available defences.
[9] Disclaimers
If you are a commercial business entity only, the following additional terms apply to you:
As regards the Platform, your Use of the Platform, any content generated via your Use, any TPS's and TPS content, Neuphonic disclaims all warranties, whether express or implied, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. These disclaimers apply to the maximum extent permitted by Applicable Laws. Your use of the Platform, any content generated via your Use, any TPS's and TPS content, is at your sole risk. Neuphonic does not represent or warrant that the Platform, any content generated via your Use, any TPS's and TPS content, is or are accurate, complete, reliable, current, or error-free or that access to the foregoing will be uninterrupted. You acknowledge that access to and use of the Platform is provided without any commitments as to uptime, availability or the Platform's functionality with your systems, including any TPS's or integrations.
While Neuphonic attempts to make your use of the foregoing safe, we cannot and do not represent or warrant that the foregoing or our servers are free of viruses or other harmful content. All disclaimers of any kind (including in this provision and elsewhere in these Terms) are made for the benefit of all Neuphonic and Neuphonic' respective shareholders, agents, representatives, licensors, suppliers, and service providers, as well as our and their respective successors and assigns.
Some countries and states may not allow the disclaimer of certain warranties, so some or all of the foregoing terms may not apply to you. In that case, these Terms only limit our responsibilities to the maximum extent allowed by Applicable Laws in your country of residence.
[10] Governing Law & Forum.
If you are a commercial business entity: all interpretations and disputes about these Terms shall be governed by the laws of England and Wales, without regard to its conflict of laws provisions. The parties will bring any legal suit, action, or proceeding regarding these Terms to the courts of England and Wales and each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales.
If you do not qualify as the above: all interpretations and disputes about these Terms related to your Use of the Platform in your capacity as a consumer shall be governed by the laws of the jurisdiction of your main residence that has jurisdiction over your claim and dispute. We agree that we and you as the parties may resolve any such dispute in any competent court of the jurisdiction of your main residence that has jurisdiction over your claim and dispute.
[11] Non-EEA Terms.
If you are not resident in the United Kingdom, Switzerland, or the EEA, clause 10 (Governing Law & Forum) of these Terms is hereby replaced and superseded by a binding arbitration clause and waiver, which is available on our website.
[12] Miscellaneous.