1. Your Acceptance of Terms

Welcome to the Acapela-Box Website.

The following Terms of Service (“TOS”) are between you and Acapela Group and constitute a legal agreement that governs your use of the Acapela-Box Website (referred to as the “Service”). You must agree to these TOS before you can use the Service by clicking the ‘Yes I agree button’ on the Sign Up page. If you do not agree to any of the following terms, please do not try to use the Service. You should print or otherwise save a copy of these TOS for your records. ‘Acapela Group’ as used herein means Acapela Group SA, 33 Bld Dolez, 7000 Mons, Belgium.

Legal Authority

To use and/or register for the Service you must be: a) of legal age to form a binding contract with Acapela Group, and b) cannot be a person barred from receiving the Service under the laws of the country in which you reside or from where you use the Service. By accepting these TOS you agree and represent that you understand and agree to the foregoing and to what is stated below.

Changes to this Agreement

Acapela Group may update or change these TOS from time to time and recommends that you review the TOS on a regular basis. You understand and agree that your continued use of the Service after the TOS have been modified or changed constitutes your acceptance of the TOS as revised.

2. Description of the Service

Acapela-Box

Acapela-Box is a service that provides a conversion of your text into speech by using the Acapela Text to Speech technology. You can listen to the generated speech freely without limitation. If you want to use the corresponding sound file you need to create a personal account and purchase it. Purchasing is possible by prepaying a given amount of characters – see pricing information in the FAQ. This prepayment will be credited to your account. Each time you download a sound file, your credit will be reduced by the number of characters of your text message, blanks included. Your credit is valid as long as your account exists. Your prepayment is valid within 6 months after it has been paid by you. After 6 months your prepayment will not be reimbursable anymore, but you will be able to convert text into sound files as long as your account exists.

Your personal account will give you access to the log of your file creation and your payment history. Your sound files are stored for 7 days after you have purchased them and you can download them up to 5 times for back up purposes. After 7 days you can regenerate your sound files from the original texts for free during the lifetime of you account. However, please note we are constantly working on the enhancement of the quality of our text to speech engines and we can not guarantee that the regenerated file will be 100% equivalent to the version originally purchased and downloaded.

You understand and acknowledge that the Service is made available on an “AS IS” and “AS AVAILABLE” basis for the purpose of providing you with possibilities to evaluate and demonstrate the Service and Acapela Group with feedback on the quality and usability of the Service. The Service may contain errors or inaccuracies that could cause failures, corruption or loss of data and/or information from your device and from peripherals (including, without limitation, servers and computers) connected thereto. Acapela Group strongly encourages you to backup all data and information on your device and any peripherals prior to using the Service. YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH YOUR USE OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY INTERNET ACCESS FEES, BACKUP EXPENSES, COSTS INCURRED FOR THE USE OF YOUR DEVICE AND PERIPHERALS, AND ANY DAMAGE TO ANY EQUIPMENT, SOFTWARE, INFORMATION OR DATA.

Changing the Service

Acapela Group reserves the right to modify, suspend or stop the Service (or any part thereof), either temporarily or permanently, at any time or from time to time, with or without prior notice to you. Without limiting the foregoing, Acapela Group may provide notice of any such changes to the Service by posting them on its websites and/or via the Service. You agree that Acapela Group shall not be liable to you or any third party for any modification or cessation of the Service. You acknowledge that Acapela Group has no express or implied obligation to provide, or continue to provide, the Service, or any part thereof, now or in the future.

Feedback

As part of using the Service, Acapela Group will provide you with the opportunity to submit comments, suggestions, or other feedback regarding your use of the Service. You agree that in the absence of a separate written agreement to the contrary, Acapela Group will be free to use any feedback you provide for any purpose whatsoever.

Limitations on Use

Acapela Group may impose certain limitations on the use of the Service, including, but not limited to, allocating certain levels of accesses or storage capacity to your Acapela-Box account, restricting the number of Acapela-Box accounts you may register, imposing expiration dates on your account and removing expired accounts from the Service. You agree to use the Service only for purposes as permitted by these TOS and any applicable law, regulation, or generally accepted practice in the applicable jurisdiction. Acapela Group reserves the right to modify or impose any limitations on the use of the Service at any time, with or without notice to you.

Limitation on Rights on Audio-Files

Except for Radio and TV Broadcast you have all rights on the audio-files purchased through the Service if they conform to this TOS. For Radio and TV Broadcast you have to get a written authorization from Acapela Group. Please use our Contact form for this purpose.

Acapela-Box Account

You are responsible for all activity that takes place on your account. Please choose a strong password for your account and do not reveal your password to others. You agree that you are responsible for keeping your password confidential and secure, and further understand that you are solely responsible and liable for any activities that occur under your account.

No Resale of Service

You agree that you will not reproduce, copy, duplicate, sell, resell, rent or trade the Service (or any part thereof) for any purpose.

Support

You may contact the acapela-box support via email or via the Contact Us form. Support via email or Contact Us is provided during office hours 9-17 CET. We do our best efforts to guarantee that each support request is followed-up within 5 work days.

3. Acapela Group Privacy Policy

You understand that by using the Service, you consent and agree to the collection and use of certain information about you and your use of the Service in accordance with Acapela Group’s Privacy Policy. Information collected when you use the Service may include technical or diagnostic information related to your use that may be used by Acapela Group to maintain, improve and enhance the Service.

For more information please read our full privacy policy. You further understand and agree that this information may be transferred to the United States and/or other countries for storage, processing and use by Acapela Group and/or its affiliates.

4. Content and Your Conduct

Content

‘Content’ means any information that may be generated or encountered through use of the Service, such as written text, sounds, messages and any other like materials. You understand that all Content whether publicly posted or privately transmitted on the Service is the sole responsibility of the person from whom such Content originated. This means that you, and not Acapela Group, are solely responsible for any Content you upload, download, post, e-mail, transmit, store or otherwise make available through your use of the Service. You understand that by using the Service you may encounter Content that you may find offensive, indecent, or objectionable, and that you may expose others to Content that they may find objectionable. Acapela Group does not control the Content posted via the Service, nor does it guarantee the accuracy, integrity or quality of such Content. You understand and agree that your use of the Service and any Content is solely at your own risk.

Your Conduct

You agree that you will NOT use the Service to:

upload, download, post, e-mail, transmit, store or otherwise make available any Content that is unlawful, harassing, threatening, harmful, tortuous, defamatory, libellous, abusive, violent, obscene, vulgar, invasive of another’s privacy, hateful, racially or ethnically offensive, or otherwise objectionable; stalk, harass, threaten or harm another; pretend to be anyone, or any entity, you are not — you may not impersonate or misrepresent yourself as another person (including celebrities), entity, another Acapela-Box subscriber, an Acapela Group employee, or a civic or government leader, or otherwise misrepresent your affiliation with a person or entity. (Acapela Group reserves the right to reject or block any Subscriber ID which could be deemed to be an impersonation or misrepresentation of your identity, or a misappropriation of another person’s name or identity); engage in any copyright infringement or other intellectual property infringement, or disclose any trade secret or confidential information in violation of a confidentiality, employment, or nondisclosure agreement; post, send, transmit or otherwise make available any unsolicited or unauthorized e-mail messages, advertising, promotional materials, junk mail, spam, or chain letters, including, without limitation, bulk commercial advertising and informational announcements; forge any TCP-IP packet header or any part of the header information in an e-mail or a posting, or otherwise putting information in a header designed to mislead recipients as to the origin of any Content transmitted through the Service (“spoofing”); upload, post, e-mail, transmit, store or otherwise make available any material that contains viruses or any other computer code, files or programs designed to harm, interfere or limit the normal operation of the Service (or any part thereof), or any other computer software or hardware; interfere with or disrupt the Service (including accessing the Service through any automated means, like scripts or web crawlers), or any servers or networks connected to the Service, or any policies, requirements or regulations of networks connected to the Service (including any unauthorized access to, use or monitoring of data or traffic thereon); plan or engage in any illegal activity; and/or gather and store personal information on any other users of the Service to be used in connection with any of the foregoing prohibited activities.

Removal of Content

You acknowledge that Acapela Group is not responsible or liable in any way for any Content provided by others and has no duty to pre-screen such Content. However, Acapela Group reserves the right at all times to determine whether Content is appropriate and in compliance with these TOS, and may pre-screen, move, refuse, modify and/or remove Content at any time, without prior notice and in its sole discretion, if such Content is found, in Acapela Group’s sole discretion and judgement to be in violation of these TOS or is otherwise objectionable.

Backup Your Content

You are responsible for backing up, to your own computer or other device, any important documents, images or other Content that you store or access via the Service. Acapela Group does not guarantee or warrant that any Content you may store or access through the Service will not be subject to inadvertent damage, corruption or loss.

Access to Your Account and Content

You acknowledge and agree that Acapela Group may access, use, preserve and/or disclose your account information and Content if legally required to do so or if Acapela Group has a good faith belief that such access, use, disclosure, or preservation is reasonably necessary to: (a) comply with legal process or request; (b) enforce these TOS, including investigation of any potential violation thereof; (c) detect, prevent or otherwise address security, fraud or technical issues; or (d) protect the rights, property or safety of Acapela Group, its users or the public as required or permitted by law.

If you believe that any Content in which you claim copyright has been infringed by anyone using the Service, please contact Acapela Group at info@acapela-group.com. Acapela Group may, in its sole discretion, suspend and/or terminate accounts of users that are found to be repeat infringers.

5. Content Submitted or Made Available by You on the Service

License from You

Except for material we may license to you, Acapela Group does not claim ownership of the materials and/or Content you submit or make available on the Service.

Changes to Content

You understand that in order to provide the Service and make your Content available thereon, Acapela Group may transmit your Content across various public networks, in various media, and modify or change your Content to comply with technical requirements of connecting networks or devices. You agree that the license herein permits Acapela Group to take any such actions.

6. Security

All transactions effected on www.acapela-box.com are conducted through a registered third party Payment Service Provider (PSP), using industry standard technology for secure commerce transaction. Data, including your credit card number, is encrypted and other safeguards include fraud, address verification and security code checks.

All transactions are conducted on a secure website hosted and maintained by our third party PSP.

Most banks or credit card providers either cover all charges resulting from unauthorized use of your credit card or limit your liability to a maximum amount. Refer to your credit card agreement to check your coverage for liability. You are also advised to check your coverage for liability for unauthorized use of other cards such as debit cards.

Transaction Failure

If payment is denied by our Payment Service Provider for any reason, you will be made aware of this and payment can be resubmitted.

7. Trademark Information

Acapela Group, the Acapela Group logo, Acapela VaaS Website, the Acapela-Box logo and other Acapela Group trademarks, service marks, graphics, and logos used in connection with the Service are trademarks or registered trademarks of Acapela Group. Other trademarks, service marks, graphics, and logos used in connection with the Service may be the trademarks of their respective owners. You are granted no right or license in any of the aforesaid trademarks, and further agree that you shall not remove, obscure, or alter any proprietary notices (including trademark and copyright notices) that may be affixed to or contained within the Service.

8. Software

Acapela Group’s Proprietary Rights

You acknowledge and agree that Acapela Group and/or its licensors own all legal right, title and interest in and to the Service, and any software provided to you as a part of and/or in connection with the Service (the “Software”), including any and all intellectual property rights that exist therein, whether registered or not, and wherever in the world they may exist. You further agree that the Service (including the Software, or any other part thereof) contains proprietary and confidential information that is protected by applicable intellectual property and other laws.

License From Acapela Group

Acapela Group grants you a personal, non-exclusive, non-transferable, limited license to use the Software as provided to you by Acapela Group as a part of the Service and in accordance with these TOS; provided that you do not (and do not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile, or otherwise attempt to discover the source code (unless expressly permitted or required by law), sell, lease, sublicense, assign, grant a security interest in or otherwise transfer any right in the Software.

Export

You agree to abide by Belgian and other countries’ applicable export control laws and not to transfer from Belgium or any other country by electronic transmission or otherwise, any Content or Software subject to restrictions under such laws to a destination prohibited under such laws, without first obtaining, and then complying with, any requisite government authorization. You further agree not to upload to your account any data or software that cannot be exported without prior written government authorization, including, but not limited to, certain types of encryption software. This assurance and commitment shall survive termination of this TOS.

Software Updates

As part of the Service, you may from time to time receive updates to the Software from Acapela Group which may be automatically downloaded and installed to your device. These updates may include bug fixes, feature enhancements or improvements, or entirely new versions of the Software. You agree that Acapela Group may automatically deliver such updates to you as part of the Service and you shall receive and install them as required.

Third-Party Software

Acapela Group TTS uses the Vorbis Components from Xiph.org Foundation.

9. Termination

Termination by You

You may terminate your account and/or stop using the Service at any time.

Termination by Acapela Group

Acapela Group may at any time, under certain circumstances and without prior notice, immediately terminate or suspend all or a portion of your account and/or access to the Service. Cause for such termination shall include, but not be limited to: (a) violations of the TOS or any other policies or guidelines that are referenced herein and/or posted on the Service; (b) a request by you to cancel or terminate your account; (c) discontinuance or material modification to the Service or any part thereof; (d) a request and/or order from law enforcement, a judicial body, or other government agency; (e) where provision of the Service to you is or may become unlawful; (f) unexpected technical or security issues or problems; (g) your participation in fraudulent or illegal activities; or (h) the decision by Acapela Group to cease providing this Service. Any such termination or suspension shall be made by Acapela Group in its sole discretion, and Acapela Group will not be responsible to you or any third party for any damages that may result or arise out of such termination or suspension of your account and/or access to the Service.

Effects of Termination

Upon termination of your account you lose all access to the Service and any portions thereof, including, but not limited to, your Acapela-Box account and any documents published thereunder.

Certain Content, components or features of the Service may include materials from third parties and/or hyperlinks to other web sites, resources or Content. Because Acapela Group may have no control over such third party sites and/or materials, you acknowledge and agree that Acapela Group is not responsible for the availability of such sites or resources, and does not endorse or warrant the accuracy of any such sites or resources, and shall in no way be liable or responsible for any Content, advertising, products or materials on or available from such sites or resources. You further acknowledge and agree that Acapela Group shall not be responsible or liable in any way for any damages you incur or allege to have incurred, either directly or indirectly, as a result of your use and/or reliance upon any such Content, advertising, products or materials on or available from such sites or resources.

11. Disclaimer of Warranties

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, AS SUCH, TO THE EXTENT SUCH EXCLUSIONS ARE SPECIFICALLY PROHIBITED BY APPLICABLE LAW, SOME OF THE EXCLUSIONS SET FORTH BELOW MAY NOT APPLY TO YOU.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK AND THE SERVICE IS PROVIDED ON AN ‘AS IS’ AND ‘AS AVAILABLE’ BASIS. ACAPELA GROUP AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN PARTICULAR, ACAPELA GROUP AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS; (II) YOUR USE OF THE SERVICE WILL BE TIMELY, UNINTERRUPTED, SECURE OR ERROR-FREE; (III) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF THE SERVICE WILL BE ACCURATE OR RELIABLE; AND (IV) ANY DEFECTS OR ERRORS IN THE SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICE WILL BE CORRECTED.

ANY MATERIAL TRANSMITTED, STORED, ACCESSED OR OTHERWISE MAINTAINED THROUGH THE USE OF THE SERVICE IS DONE SO AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR LOSS OR CORRUPTION OF DATA THAT RESULTS FROM ANY SUCH USE OF THE SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ACAPELA GROUP OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.

12. Limitation of Liability

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, AS SUCH, TO THE EXTENT SUCH EXCLUSIONS OR LIMITATIONS ARE SPECIFICALLY PROHIBITED BY APPLICABLE LAW, SOME OF THE EXCLUSIONS OR LIMITATIONS SET FORTH BELOW MAY NOT APPLY TO YOU.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT ACAPELA GROUP AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES , INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSSES (EVEN IF ACAPELA GROUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR INABILITY TO USE THE SERVICE; (II) THE UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (III) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE AND/OR SEND OR RECEIVE YOUR TRANSMISSIONS OR DATA ON OR THROUGH THE SERVICE; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; AND (IV) ANY OTHER MATTER RELATING TO THE SERVICE.

13. Indemnity

You agree to defend, indemnify and hold Acapela Group, its affiliates, subsidiaries, directors, officers, employees, agents, partners and licensors harmless from any claim or demand, including reasonable attorneys fees, made by a third party, relating to or arising from: (a) any Content you submit, post, transmit, or otherwise make available through the Service; (b) your use of the Service; (c) any violation by you of these TOS; or (d) your violation of any rights of another. This obligation shall survive the termination or expiration of these TOS and/or your use of the Service.

14. Notices

Acapela Group may provide you with notices regarding the Service, including changes to these TOS, by e-mail, regular mail, or by postings on its website and/or the Service.

15. Governing Law

Any litigation or other dispute resolution between you and Acapela Group arising out of or relating to these TOS or your use of the Service will take place in Belgium, and you and Acapela Group hereby consent to and agree that the jurisdiction of and exclusive venue, with respect to any such litigation or dispute resolution, shall be the courts of Belgium with the Mons District Court as the court of first instance. This Agreement will be governed by and construed in accordance with the laws of Belgium.

16. General

These TOS constitute the entire agreement between you and Acapela Group and govern your use of the Service. You may also be subject to additional terms and conditions that may apply when you use affiliate services, third-party content, or third-party software. If any part of these TOS is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. The failure of Acapela Group to exercise or enforce any right or provision of these TOS shall not constitute a waiver of such right or provision. You agree that, except as otherwise expressly provided in these TOS, there shall be no third-party beneficiaries to this agreement. Any translation of these TOS is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of these TOS shall govern. You agree that any claim or cause of action arising out of or related to these TOS or the use of the Service must be filed within one (1) year after the cause of action arose or be forever barred.

Last revised: 17th November 2009

© Copyright 2009 Acapela Group Inc. All rights reserved.

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