End User License Agreement
Talkia Product

PLEASE READ THIS END USER LICENSE AGREEMENT (“LICENSE”) CAREFULLY BEFORE DOWNLOADING, ACCESSING OR USING THE TALKIA PRODUCT OR ANY UPDATES, MODIFICATIONS OR ENHANCEMENTS TO THE TALKIA PRODUCT (ANY OR ALL OF THE FOREGOING, THE “SOFTWARE”). BY SUBSCRIBING TO, DOWNLOADING OR USING THE SOFTWARE, YOU ARE ENTERING INTO A CONTRACT AND AGREEING TO BE BOUND BY THE TERMS OF THIS USER AGREEMENT. YOU AGREE THIS IS A CONTRACT BETWEEN YOU AND VOOMLY LLC, THE OWNER OF THE SOFTWARE OR ITS SUCCESSOR (THE “COMPANY”, “US” OR “WE”).

IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE DO NOT SUBSCRIBE TO, DOWNLOAD OR USE THE SOFTWARE.

COMPANY MAY MODIFY OR AMEND THE TERMS OF THIS LICENSE BY POSTING A COPY OF THE MODIFIED OR AMENDED LICENSE ON THE COMPANY SOFTWARE WEBSITE. YOU WILL BE DEEMED TO HAVE AGREED TO ANY SUCH MODIFICATION OR AMENDMENT BY YOUR DECISION TO CONTINUE USING THE SOFTWARE FOLLOWING THE DATE IN WHICH THE MODIFIED OR AMENDED LICENSE IS POSTED ON THE COMPANY SOFTWARE WEBSITE IN THE END USER AGREEMENT LINK. PLEASE CHECK FREQUENTLY FOR UPDATES TO THESE TERMS. IF YOU DO NOT AGREE WITH ANY UPDATED TERMS, (i) YOU MUST NOTIFY THE COMPANY AT [email protected] WITHIN THREE (3) DAYS FROM THE POSTING DATE, (ii) YOU MUST STOP USING THE SOFTWARE PERMANENTLY, AND (iii) YOUR SUBSCRIPTION WILL TERMINATE.

REFERENCES TO “YOU”, “YOUR” AND VARIATIONS OF IT REFER TO EACH PERSON DOWNLOADING OR USING THE SOFTWARE. EACH INDIVIDUAL USER REQUIRES A SEPARATE LICENSE TO ACCESS AND USE THE SOFTWARE.

1. General

Conditioned on your payment of the applicable subscription or licensee fees, this SOFTWARE is licensed to You by VOOMLY LLC D/B/A TALKIA or its successor for use strictly in accordance with the terms and conditions of this License, our Terms of Use & Sale, Privacy Policy, and any license or usage rules and restrictions established by any other third party and vendors who provide software, content or other property that we provide to You for use with the Software (“Third-party Usage Rules”), which are incorporated herein by this reference. You are not licensed to use any Software You have downloaded until you have paid the applicable fees and agreed to this EULA. Please note the Terms of Use & Sale include a mandatory arbitration provision that applies to this License.

2. License Grant and Restrictions on Use

i. Limited License Grant

Subject to your payment of the applicable subscription or licensee fees and the other terms of this License, Company grants You a personal, revocable, non-exclusive, non-transferable, limited right for You to install and use the Software on a computing device owned or controlled by You (“Device”), and to access and use the Software on such Device to create text-to speech voiceovers using text You provide (“End User Work”) strictly in accordance with the terms and conditions of this License, the Third-party Usage Rules, other terms we may post on the Talkia site from time to time, and any service agreement associated with Your Device (collectively “Related Agreements”). The use of the Software may be subject to limits imposed by our licensors on the size of the text data that is converted and/or the number of requests.

You may access the Software from multiple Devices but You must access and use the Software only from one Device at any time. You cannot access or use the Software from multiple Devices at the same time.

If you purchased a license subscription level (e.g. Standard) that does not expressly include “commercial rights”, You may create End User Work for your own use in connection with your own material, product or service or internal use and not for use of voiceovers in audio or video works you create for others. If You purchased a license subscription level that expressly includes “commercial rights”, You may create End User Work to incorporate in audio or video works that You create for your own use as set forth above or that You create for others for their own end use (and not for resell by them or use by them in audio or video works they or others create).

The license to the Software does not grant the right for You or a third-party to create a library of voiceovers for sale or licensing to others as standalone or bundled voiceovers, or to offer a voiceover creation service for others to use in audio or video works that are not created by You.

You must not give a copy of or access to the Software to others or incorporate any part of the Software in any other software, product or service. Your Software password is personal to You and must not be shared by various users or used for the benefit of other persons or companies. You agree to use commercially reasonable efforts to prevent and terminate any unauthorized use of, or access to, the Software through Your account or password and promptly notify us of any unauthorized use of, or access to, Your copy of the Software, your account or password of which You become aware.

Subject to the other terms of this License and conditioned on Your compliance with all applicable laws, You may make copies of, distribute to others and display Your End User Work for Your own personal purpose, including to promote Your own products or services as part of audio or video works that You create.

You warrant that You are solely responsible for the voiceovers created using your licensed copy of the Software and from all audio and video works that incorporate the voiceovers created using the Software, and for any and all liability and claims resulting from Your End User Work or from the products and services depicted or referenced there or included in your video and audio works, and will ensure and warrant that Your use of such End User Work and the video or audio works it is used in is lawful and complies with the laws. If you purchased a subscription license that includes “commercial rights”, You also warrant that any third-party to whom You provide End User Work will be the end user of the End User Work only as part of the audio and videos You create for them, and their use thereof will be lawful and comply with all applicable laws.

ii. Your Responsibility for Content

The text, copy, content, materials and brands You use to create a voiceover and the audio and video works in which the voiceovers are incorporated or use (any and all of the foregoing, the “Content”) must be original to You and not copied or taken from materials or works of others and must not use any brands or trademarks of third-parties, unless You have in each case all the necessary rights to use them. You warrant that You have obtained the rights to any Content You use to create the End User Work.

You are solely responsible for the Content and must obtain at Your expense for all necessary rights and licenses from third-parties for creating, using, storing, copying, transferring, streaming, displaying, transmitting, playing, broadcasting, publishing and performing any and all elements of the Content. The Company does not make any warranty with respect to the need for third party rights with respect to Your use and distribution of Content and disclaims all liability with respect to Your Content.

Company will not edit, modify or monitor Your Content and You are solely responsible for the accuracy and legality of the Content. Please review your text to speech voiceover conversion to ensure it is accurate and complete and meets your requirements.

The Content cannot include, and You warrant that the Content does not include, any personally identifiable data, protected health information or financial data relating to any individuals or households (other than Your data required for registration to the Software), or any data that is subject to the data privacy or data security laws of any jurisdiction, or that will impose obligations on us with respect to the data subjects, including any obligation to remove or purge such data from our systems or to identify the existence of such data to users upon their request.

As a condition to the rights granted to You to use the Software, You warrant to Company that You have all necessary rights and authority to upload, use, store, copy, convert to a voiceover, transmit and distribute any and all Content and that You are solely responsible for any liability or claims resulting from the Content or from the products and services depicted there, and will ensure and warrant that Your use of such Content is lawful and complies at all times with the laws.

If the subscription You purchased includes our cloud hosting of your End User Work, You grant us (directly or through our third party service providers) the right to upload, access, copy, store in the cloud Your End User Work (included the Content that is in such work) in order to provide the Software and related services to You. Please retain a back-up copy of your End User Work in the event of a loss or compromise of the hosted copy.

We reserve the right to suspend or terminate Your access and use of the Software and may without liability to You delete or remove from the Software or the cloud the relevant Content or End User Work if we receive third-party demands or allegations challenging Your rights to any of the Content or alleging the Content infringes or misappropriates any intellectual property right. You are solely responsible for resolving those claims and allegations. If you provide us written documentation that it has been satisfactorily resolved, we will if You request reactivate Your subscription for the remaining unexpired term You have paid for.

You must immediately remove from the Software all Content and End User Work that You know or reasonably believe infringes or misappropriates the intellectual property rights of a third-party or violates applicable laws.

This Section survives termination or expiration of this License or the subscriptions.

iii. Restrictions on Use

You agree to use the Software strictly in accordance with the terms of the Related Agreements and shall not:

  • (a) make any modification, adaptation, improvement, enhancement, translation or derivative work from or to the Software or any third-party services or technology that we use in providing the Software, or reverse engineer, decompile or attempt to derive the source code (except to the extent such restriction is expressly prohibited by applicable law or as permitted by open source licenses of components thereof of the Software or any third-party services or technology that we use in providing the Software;
  • (b) violate any applicable laws, rules or regulations in connection with Your access or use of the Software or creation or distribution of End User Work;
  • (c) remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) or license terms file of Company or its affiliates, partners, suppliers or the licensors of any component of the Software;
  • (d) upload to or stream from the Software any Content that infringes or misappropriates the intellectual property or other rights of third-parties, or use the Software for purposes for which it is not designed or intended;
  • (e) attempt to access or use the content of other users of the Software;
  • (f) distribute the Software to third-parties, resell the Software or display the Software publicly;
  • (g) make the Software available over a network or other environment permitting access or use by multiple Devices or users at the same time;
  • (h) use or reference the Software for creating another product, service or software, including without limitation, a software, service or product that is, directly or indirectly, competitive with or in any way a substitute for any services, product or software offered by Company;
  • (i) use the Software to send automated or unlawful queries to any website or to send any unsolicited or illegal commercial email or other messages;
  • (j) attempt to obtain unauthorized access to the Software or its infrastructure, or interfere with or disrupt their integrity or performance;
  • (k) conduct load, vulnerability, penetration or other testing activities against the Software;
  • (l) use the Software to store or process any data that is subject to export control or for which You have not obtained necessary consents and authorizations;
  • (m) introduce viruses or other malware or disabling code into the Software or the Content or the systems and services hosting them;
  • (n) use bots or other automated methods to access the Software or crawl, scape or use spiders on any Company website, the Software or the Content; or
  • (o) use any proprietary information or interfaces of Company or other intellectual property of Company or any Company licensor in the design, development, manufacture, licensing or distribution of any applications, accessories or devices for use with the Software.

This Section survives termination or expiration of this License or the subscriptions.

iv. Restriction on Assignment, Sublicense and Transfer

You cannot rent, lease, lend, sublicense, assign or transfer the Software, this License or any of the rights granted hereunder, except with the express prior written consent of the Company in Company’s sole discretion. Any attempted rental, lease, lending, sublicensing, assignment or transfer in contravention of this provision shall be null and void and of no force or effect.

3. Third-party Usage Rules

i. Third Party Software; Open Source

The Software may utilize or include third party software, services and files that are subject to open source or third party license terms and restrictions (“Third Party Software”). You acknowledge and agree that Your right to use such Third Party Software as part of the Software is subject to and governed by the terms and conditions of the open source or third party license applicable to such Third Party Software, including, without limitation, any applicable acknowledgements, license terms, restrictions and disclaimers contained therein. In the event of a conflict between the terms of this License and the terms of such open source or third party licenses, the terms of the open source or third party licenses shall control with regard to Your use of the relevant Third Party Software. In no event shall the Software or components thereof not provided to the public under third-party open source licenses be deemed to be “open source” or “publicly available” software.

The Company does not make any warranty whatsoever regarding any Third Party Software, or whether there are sufficient intellectual property rights for You to use any of it in connection with the Software or Your End User Work. Any claims regarding Third Party Software are solely between You and any applicable third party licensor or intellectual property owner, and h Company disclaims all liability for it. Our suppliers will have no liability arising out of or relating to this License.

The Software uses, compiles with and/or links to various components that are subject to open source licenses that You and we must comply with. Those include, without limitation, FFmpeg and LAME licensed under the LGPLv2.1 license. The Company does not own and You must not claim to own FFmpeg, LAME or other open source components. FFmpeg source can be downloaded here; the LAME source code can be downloaded here.

Please review and comply with the Open Source Licenses terms. Check this link regularly as we will post there any updated or new open source license terms that apply to components of the Software. Contact us if you need more information on where to access the applicable open source licenses or download the original open source code. The applicable open source licenses may give you rights to modify and distribute the original open source code as may be expressly stated in the applicable open source license.

FFmpeg and all other open source used, compiled with or linked to the Software is provided without warranty of any type, including any warranty of merchantability or fitness for a particular purpose. The owners of FFmpeg can be found at FFmpeg.org (copyright is in the FFmpeg developers). The owners of LAME can be found at lame.sourceforge.io/ . The owners of the fonts and other open source components are identified in the licenses linked above or their respective websites.

ii. Music and Sound Licenses

Background music, sounds and other audio files and software provided as part of or in connection with the Software (“Audio Files”) are solely for Your own use to create End User Work using the Software while this License is in effect and to use and distribute the End User Work in the manner permitted in this License. It is strictly prohibited to access or use any of the Audio Files for any other purpose or by anyone else, to distribute them to others other than as part of the End User Work in accordance with the subscription You purchased, to commercialize them outside of a permitted use of End User Work, to make public performances of the Audio Files, to create libraries of Audio Files to make available to others, to synch the Audio Files with content or works other than the voiceover created using the Software, or to make standalone copies of an Audio File outside of Your licensed copy of the Software.

The musical compositions made available within Talkia are licensed from Benjamin Sturley, Los Angeles, CA. The compositions are subject to all of the restrictions of this License.

The third-party licensors of Audio files reserve all right and title to their licensed works, including all intellectual property rights, subject only to the limited licensed rights granted to You in this License or the applicable third-party end user license agreement. You warrant to comply with the applicable terms and agree not to claim ownership or title of any such third-party work or Audio Files, and understand You may be subject to copyright infringement and other liability to the third-party owners of Audio Files if You use the Audio Files in any manner outside of the use of the Software to create Your End User Work.

You may not give, sell, grant, license or otherwise transfer or impart any specifically granted by this License with respect to use only as part of End User Work you create.

This Section 3 survives termination or expiration of this License or the subscriptions.

4. Intellectual Property Rights

As between You and us, You own the Content and we will not claim any rights to it. We do not use or commercialize for any purpose the voiceovers that You create using the Software. We may derive statistics, benchmarking and interaction data and other information from Your use of the Software and the works You create for purposes of improving our systems and products, learning about our users and the uses of the Software, and other lawful purposes.

When the License ends or Your rights are suspended, You have the right to download a copy of Your Content within five (5) days of the termination or suspension date. After five days from any termination or if a suspension continues for more than thirty (30) days, Company has the right to delete and purge Your End User Work from the Software and the related systems. It is Your responsibility to download a copy and otherwise ensure that You have a copy of Your Content before we delete it.

You acknowledge and agree that the Software, all documentation and materials provided to You as part of the subscription, and all copyrights, patent rights, trademarks, trade secrets and other intellectual property rights associated therewith are (except for the licensed Audio Files, FFmpeg, and other Third-Party Software and open source mentioned above or used in the Software), and shall remain, the sole and exclusive property of Company. You further acknowledge and agree that the source and object code of the Software and the format, directories, queries, algorithms, structure and organization of the Software are the intellectual property and proprietary and confidential information of Company and its affiliates, licensors and suppliers, as applicable. Except as expressly stated in this License and the applicable open source and other third-party licenses, You are not granted any intellectual property rights in or to the Software by implication, estoppel or other legal theory, and all rights in and to the Software not expressly granted in this License are hereby reserved and retained by Company. The ownership of the Third-Party Software and licensed Audio Files is retained by their respective licensors. Nothing herein limits the rights available to You under applicable open source licenses.

The Company retains all rights and title to its and its product trademarks, names and logos. You are not authorized to use the Company trademarks in any advertising, publicity or in any other manner without the prior written consent of Company, which may be withheld for any or no reason.

This Section 4 survives termination or expiration of this License or the subscriptions.

5. Infringement of Rights and Your Indemnification of the Company

You agree to indemnify, defend and hold harmless Company and its affiliates, partners, suppliers and licensors, and each of their respective owners, officers, directors, agents and employees (the “Indemnified Parties”) from and against any claim, proceeding, liability, damage, fine, penalty, interest and expense (including, without limitation, fees for attorneys and other professional advisors) arising out of, related to or in connection with the following: (i) access to or use of the Software, Third-Party Software, Audio Files or Third Party Content and Services by You or using your password or access credentials; (ii) Your breach of this License or Your violation of law; (iii) the Content or the End User Work; (iv) Your negligence or willful misconduct; or (v) violation of the rights of a third party by You or the recipient or user of your End User Work, including the infringement by You or the recipient or user of your End User Work of any intellectual property or misappropriation of any right or trade secret of any person or entity.

You acknowledge that You (not Company) are responsible for addressing any third party claims relating to Your access or use of the Software, and agree to notify Company of any written third party claims relating to the Software or Your Content stored on the Software of which You become aware. Furthermore, to the fullest extent permitted by law, You hereby release Company from any liability resulting from Your access or use of the Software, including, without limitation, the following: (i) any product liability claims; (ii) any claim that the Software fails to conform to any applicable legal or regulatory requirement; and (iii) any claim arising under consumer protection or similar legislation.

The terms in this Section 5 will survive any termination of the License or the subscriptions.

6. Use of Information; Consent to Use Information

Please review the Privacy Policy for our information practices.

You must not provide or transfer to Company or upload to the Software any personal data of Yourself or any other individual or identifiable to a household unless You have secured all necessary consents and authorizations and You have complied with applicable laws with respect thereto.

You hereby consent to Company’s (directly or through its affiliates, contractors and third party service providers) and its successors’ collection, transfer to the United States and processing, storing and accessing of any personal and household data You submit to us either during registration or in connection with the access or use of the Software, and the Content and Your End User Work, for purposes of providing the Software and related services and as noted below.

Company has the right to conduct analysis, benchmarking and data aggregation with respect to all usage of and content in the Software for purposes of improving the Software and developing, using and making available to others new products and services and data, provided the later will not individually identify You. The results of any such efforts and all aggregated or de-identified data shall be the sole property of Company.

You hereby authorize and consent to the collection, processing, storage and use , by Company and its affiliates, partners and agents and their successors, of any information and data related to or derived from Your use of the Software, and any information or data that You provide to Company and its affiliates, partners and licensors (“Information”). Without limiting the generality of the foregoing, the Information shall include, without limitation, the following types of information or data, in an aggregate (not user level) form: search requests, patterns, data and suggestions based on user actions, types of content stored, usage. Notwithstanding the foregoing, You shall not provide or disclose, and the Information shall not include, any information or data that is personally identifiable to You or others except only to the extent required for purchase of or registration to the Software.

The Information will be treated as being non-confidential and nonproprietary, and Company assumes no obligation to protect confidential or proprietary information (other than personally identifiable information, as set forth in our Privacy Policy ) from disclosure and will be free to reproduce, use, and distribute the Information to others without restriction. Company will also be free to use any ideas, concepts, know- how or techniques contained in the Information for any purpose whatsoever including, without limitation, developing, manufacturing and marketing products and services incorporating such information.

This Section 6 survives termination or expiration of this License or any subscriptions.

7. Third Party Content and Services

i. General

You acknowledge that the Software may permit access to products, services, websites, advertisements, promotions, recommendations, advice, information, and materials created and provided by advertisers, publishers, content partners, marketing agents, vendors and other third parties (“Third Party Content and Services”). We are not liable for any such Third Party Content and Services, and the applicable third parties are solely responsible for them.

ii. Disclaimer

You acknowledge that Company does not investigate, monitor, represent or endorse the Third Party Content and Services (including any third party websites available through the Software). Furthermore, Your access to and use of the Third Party Content and Services is at Your sole discretion and risk, and Company and its affiliates, partners, suppliers and licensors shall have no liability to You arising out of or in connection with Your access to and use of the Third Party Content and Services. Company hereby disclaims any representation, warranty or guaranty regarding the Third Party Content and Services, whether express, implied or statutory, including, without limitation, the implied warranties of merchantability, quality, reliability, features, appropriates, accuracy, completeness, or legality of the Third Party Content and Services.

iii. Third Party Terms of Service

You acknowledge and agree that Your access to and use of the Third Party Content and Services and any correspondence or business dealings between You and any third party located using the Software are governed by and may require Your acceptance of the terms of service of such third party including, without limitation, any terms, privacy policies, conditions, representations, warranties or disclaimers contained therein. Furthermore, You acknowledge and agree that the Third Party Content and Services and any related third party terms of service are subject to change by the applicable third party at its sole discretion and without any notice. You assume all risks arising out of or resulting from Your transaction of business over the Internet and with any third party,.

iv. Endorsements

You acknowledge and agree that the provision of access to any Third Party Content and Service shall not constitute or imply any endorsement by Company or its affiliates of such Third Party Content and Services otherwise accessible through the Software, although Company has no obligation to restrict or deny access even if requested by You.

v. Inappropriate Materials

You understand that by accessing and using the Third Party Content and Services, You may encounter information, materials and subject matter (i) that You or others may deem offensive, indecent, or objectionable; (ii) which may or may not be identified as having explicit language; and (iii) that automatically and unintentionally appears in search results, as a link or reference to objectionable material.

vi. Use of Third Party Content and Services

You agree that the Third Party Content and Services may contain proprietary information and material that is owned by Company and its affiliates, partners, suppliers and licensors and is protected by applicable intellectual property and other laws including, without limitation, pursuant to copyright, and that You will not use such proprietary information or materials in any way whatsoever except for permitted use of the Third Party Content and Services. You agree that You will not use any Third Party Content and Services in a manner that would infringe or violate the rights of any other party, and that Company is not in any way responsible for any such use by You.

8. Term and Termination

i. Term

This License will be in effect for the period of time to which You subscribed and have paid for (including renewals of the subscriptions), subject to early termination as provided in this License or in the Terms of Use & Sale, and subject to the provisions that survive termination. If You are on a payment plan, this License shall terminate at the end of the Term or if You fail to make a payment when due. Fees paid for Your subscription are non-refundable once any applicable “money back” period expires. Subscriptions purchased under a one-time fee promotion will continue until the Software is discontinued or no longer made available by us, subject to early termination as provided in this License or in the Terms of Use & Sale, and subject to the provisions that survive termination.

ii. Termination; Suspension

Company may, in its sole and absolute discretion, at any time and for any or no reason, suspend or terminate this License and the rights afforded to You hereunder with or without prior notice. This includes, without limitation, instances where (a) we believe Your use of the Software could adversely impact the Software, the networks, servers, services or technology we use to provide the Software or host Your information, or other end users' use; (b) there is suspected unauthorized third-party access to the Software or related data; (c) we believe it is required to terminate or suspend immediately to comply with applicable law; or (d) our third-party service or technology providers requires us to suspend or terminate Your use or account that uses their services or technology.

Furthermore, if You fail to comply with any terms and conditions of this License, then this License and any rights afforded to You hereunder shall terminate automatically, without a requirement of any notice or other action by Company. Upon termination of this License, You shall permanently cease all use of the Software and uninstall all copies of the Software. You may terminate this License at any time by providing written notice to us at [email protected].

9. Disclaimer of Warranties and Limitations of Damages and Liability

i. Disclaimer of Warranties

YOU ACKNOWLEDGE AND AGREE THAT THE SOFTWARE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND THAT YOUR USE OF OR RELIANCE UPON THE SOFTWARE AND ANY THIRD-PARTY SOFTWARE, AUDIO FILES AND THIRD PARTY CONTENT AND SERVICES ACCESSED THEREBY IS AT YOUR SOLE RISK AND DISCRETION. COMPANY AND ITS AFFILIATES, PARTNERS, SUPPLIERS AND LICENSORS HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND GUARANTIES REGARDING THE SOFTWARE, YOUR END USER WORK, ANY THIRD-PARTY SOFTWARE, AUDIO FILE AND THIRD PARTY CONTENT AND SERVICES, WHETHER EXPRESS, IMPLIED OR STATUTORY, AND INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

FURTHERMORE, COMPANY AND ITS AFFILIATES, PARTNERS, SUPPLIERS AND LICENSORS MAKE NO WARRANTY THAT (I) THE SOFTWARE, THE END USER WORK, THIRD -PARTY SOFTWARE, AUDIO FILES OR THIRD PARTY CONTENT AND SERVICES WILL MEET YOUR REQUIREMENTS OR WILL BE UNINTERRUPTED, ACCURATE, RELIABLE, TIMELY, SECURE OR ERROR-FREE; (II) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL ACCESSED OR OBTAINED BY YOU THROUGH THE SOFTWARE WILL BE AS REPRESENTED OR MEET YOUR EXPECTATIONS; OR (III) ANY ERRORS IN THE SOFTWARE, THIRD-PARTY SOFTWARE, AUDIO FILES OR THIRD PARTY CONTENT AND SERVICES WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY OR FROM THE SOFTWARE SHALL CREATE ANY REPRESENTATION, WARRANTY OR GUARANTY. FURTHERMORE, YOU ACKNOWLEDGE THAT COMPANY HAS NO OBLIGATION TO CORRECT ANY ERRORS OR OTHERWISE SUPPORT OR MAINTAIN THE SOFTWARE.

ii. Limitations of Liability and Damages

TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES SHALL COMPANY OR ITS AFFILIATES, PARTNERS, SUPPLIERS OR LICENSORS OR THEIR SUCCESSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE END USER WORK, YOUR ACCESS OR USE OF OR INABILITY TO ACCESS OR USE THE SOFTWARE, ANY THIRD-PARTY SOFTWARE, AUDIO FILE OR ANY THIRD PARTY CONTENT AND SERVICES, WHETHER OR NOT THE DAMAGES WERE FORESEEABLE AND WHETHER OR NOT COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY’S AGGREGATE LIABILITY TO YOU (WHETHER UNDER CONTRACT, TORT, STATUTE OR OTHERWISE) SHALL NOT EXCEED THE AMOUNT OF THREE (3) TIMES THE PAYMENTS PAID BY YOU TO TALKIA FOR THE MONTH PRECEDING THE DATE IN WHICH THE FACTS GIVING RISE TO A CLAIM AGAINST TALKIA OCCURRED OR ONE THOUSAND DOLLARS ($1,000.00), WHICHEVER IS GREATER.

THE FOREGOING LIMITATIONS AND EXCLUSIONS ARE A MATERIAL CONDITION OF THIS USER AGREEMENT AND WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

iii. Compatibility

Company does not warrant that the Software will be compatible or interoperable with Your Device or any other piece of hardware, software, equipment or device installed on or used in connection with Your Device. Furthermore, You acknowledge that compatibility and interoperability problems can cause the performance of Your Device to diminish or fail completely, and may result in permanent damage to Your Device, loss of the data located on Your Device, and corruption of the software and files located on Your Device. You acknowledge and agree that Company and its affiliates, partners, suppliers, and licensors shall have no liability to You for any losses suffered resulting from or arising in connection with compatibility or interoperability problems. You are solely responsible for ensuring the security of Your Devices and protecting them against computer viruses and other malware.

This Section 9 survives termination or expiration of this License or the subscriptions.

10. Miscellaneous

i. Governing Law

To the fullest extent permitted by law, this License shall be deemed to take place in the State of Idaho and shall be governed by and construed in accordance with the laws of the State of Idaho, excluding its conflicts of law principles. Any disputes arising from this License shall be adjudicated in the courts located in the Ada County, Idaho. The parties agree that this License shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods or any State law adopting the Uniform Computer Information Transactions Act (UCITA), the application of which is expressly excluded in each case.

ii. Severability

If any provision of this License is held to be invalid or unenforceable with respect to a party, the remainder of this License, or the applicability of such provision to persons other than those to whom it is held invalid or unenforceable shall not be affected and each remaining provision of this License shall be valid and enforceable to the fullest extent permitted by law.

iii. Waiver

Except as provided herein, the failure to exercise a right or require performance of an obligation under this License shall not effect a party’s ability to exercise such right or require such performance at any time thereafter, nor shall the waiver of a breach constitute waiver of any subsequent breach.

iv.Entire Agreement

This License, including the documents incorporated hereby reference, Privacy Policy, and the Terms of Use & Sale constitute the entire agreement with respect to the use of the Software licensed hereunder and supersedes all prior or contemporaneous understanding regarding such subject matter. Any legal terms or conditions in any purchase order or other document You provide us are ineffective. This Agreement does not confer third-party beneficiary rights except with respect to the Indemnified Parties as noted.

This Section 10 survives termination or expiration of this License or the subscriptions.

For any questions, please contact us at:

Voomly LLC
3443 W Bavaria St
Eagle, ID 83616

[email protected]