Audiate® Terms of Service

Please read these Terms of Service ("Terms") carefully as they are the binding terms and conditions that apply to the use of Audiate® (the "Service").

 

YOU ACKNOWLEDGE AND AGREE THAT, BY CLICKING "AGREE" OR BY ACCESSING OR USING THE SERVICE, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SERVICE. If you accept or agree to these Terms on behalf of, or in your capacity as an employee, agent, or representative of a company or other legal entity, you represent and warrant that you have the authority to bind the company or other legal entity to these Terms and, in such event references to "you" will refer and apply to that company or other legal entity.

The Service is provided by TechSmith Corporation (referred to herein as "TechSmith" or "we" or "us"), a company incorporated under the laws of the State of Michigan whose principal business address is 14 Crescent Road, East Lansing, MI 48823-5708 U.S.A.

TechSmith reserves the right to amend these Terms from time to time by posting a revised version of these Terms to the site associated with the Service.  By continuing to use the Service, you agree to be bound by the most recent version of these Terms.  TechSmith shall use reasonable measures to notify users of the Service when a new version of these Terms is available but is under no obligation to obtain your further consent or acknowledgment for you to be bound by any new version of these Terms.

 

1.  Definitions:

"Content" means any video, audio, input, prompts or outputs, data, files, transcripts and any other output generated by the user of the Service.

"Service" means the Audiate® service which provides a speech-to-text recognition functionality to create and generate sound recording narration, voiceover, and sound recording files, transcripts, and outputs with an optional feature that enables the use of a third-party generative artificial intelligence platform provided by Microsoft Corporation (the "Generative AI Feature").

"Independent Asset" means any data or content created before or independent of the prompt that led the Generative AI Feature, for example, to generate the output/Content in question.

 

2.  Access to the Service and License Grant to On Premise Components and Content

2.1  Access to the Service.  During the term of this Agreement, you may access and use the non-downloadable interactive generative components of the Service pursuant to the terms of any outstanding order, including the Service's all-inclusive features and functions that enable you to create and generate sound recording narration, voiceover, and sound recording files, transcripts, and outputs for your business and personal use to create your Content.

2.2  License Grant.  Subject to your compliance with these Terms, TechSmith and its suppliers and licensors, herby grant to you a limited,  non-exclusive, and non-transferable, license to reproduce and use the downloadable on-premise component of the Service, in such quantities as are set forth on the applicable order, as necessary for your internal business or personal purposes and solely as a component of the Service,  provided you comply with the restrictions set forth below in Section 2.3 (Restrictions on Software Rights). Such internal business and personal purposes do not include use by your parent, subsidiary, or affiliate or any other third party, and you shall not permit any such use unless specifically permitted under your order for the Service. Further, TechSmith hereby grants you a nonexclusive, perpetual, worldwide license to reproduce, distribute, modify, publicly perform, publicly display, and use your Content that you generated by using the Service, including the Generative AI Feature, with the right to sublicense each and every such right. TechSmith grants the license in the preceding sentence under such copyrights as it may have, if any.

2.3  Restrictions on Software Rights. Copies of the on-premise components of the Service created or delivered pursuant to this Agreement are licensed, not sold, and you receive no title to or ownership of any copy or of the downloadable software itself. Furthermore, you receive no rights to the on-premise software components of the Service other than those specifically granted in Section 2.2 above. Without limiting the generality of the foregoing, you  shall not: (a) modify, create derivative works from, distribute, publicly display, publicly perform, or sublicense the on-premise components of the Service; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or other trade secrets from the on-premise components for the Service; or (c) use the on-premise components of the Service in any way. TechSmith grants the license in Section 2.2 above under copyright and, solely to the extent necessary to exercise such rights, under any other applicable intellectual property rights of TechSmith.

2.4  Delivery. TechSmith shall provide the on-premise components of the Service to you, through a reasonable system of electronic download.

2.5  Governing Terms. These Terms govern your access to and use of the Service.  The access, licensing, and use of any other TechSmith products and services other than the Service (i.e. Camtasia®) is subject to the corresponding applicable terms, conditions, and licenses associated with those products and services and your specific order.   You acknowledge and agree that but for these Terms, you would have no rights or access to the Service.

 

3.  Use Restrictions

You shall not use the Service, nor shall you assist or encourage anyone to use the Service, including the Generative AI Feature (as defined herein):

1. In a way prohibited by law, regulation, governmental order, or decree;
2. In connection with any unlawful, obscene, pornographic, defamatory, offensive, or fraudulent purposes or activities, such as advocating or causing harm, interfering with or violating the integrity or security of a network or system, evading filters, sending unsolicited, abusive, spam, or deceptive messages, viruses, malware, or harmful code, or violating third party rights, including intellectual property rights;
3. As a trademark, service mark, or logo or in a manner that infringes upon any third party's trademark or other intellectual property right.;
4. To try to gain unauthorized access to or disrupt any service, device, data, account, or network;
5. To mine cryptocurrency;
6. In a way that could harm the Service or impair anyone else's use of it or in any way that could lead to the death or serious bodily injury of any person, or to severe physical or environmental damage.

Additionally for the sake of further clarity, you may not:  i) reverse engineer any portion, component, or feature of the Service or use the Generative AI Feature to discover any of the underlying components of the models, algorithms, and systems, such as exfiltering the weights of models; or ii) combine the Services to create a commercially available branded solution that is marketed to third-party end user customers.

 

4.  Service Availability

TechSmith operates the Service 24 hours a day, 7 days a week, excluding periods when the Service is interrupted or temporarily unavailable for maintenance, upgrades and emergency repairs or may be unavailable due to the failure of telecommunications links and equipment that are beyond the control of TechSmith. TechSmith will take reasonable steps to minimize such disruption where it is within the reasonable control of TechSmith. You agree that TechSmith shall not be liable to you for any unavailability, suspension or discontinuance of the Service. Additionally, TechSmith reserves the right to modify or terminate the Service for any reason and without notice at any time, including, without limitation, the Generative AI Feature.

 

5.  Trademarks

All trade names, trademarks, service marks, logos and other brand features (collectively, "Marks") used in this Service which identify TechSmith or third parties and their products and services are proprietary Marks of TechSmith and/or the applicable third parties. Except as expressly stated herein, nothing in this Service shall be deemed to confer on any person any license or right on the part of TechSmith or any third party with respect to any such Marks.

 

6.  TechSmith Intellectual Property Rights

Unless otherwise stated herein, TechSmith is and shall remain the owner or licensee, as applicable, of all intellectual property rights, including, but not limited to, copyright, patent, trademark, trade dress, trade secret and database rights in the Service and all TechSmith created, owned, or licensed content and materials used by TechSmith in connection with providing the Service. You may not publish, distribute, extract, re-utilize, or reproduce any component part or portion of the Service or TechSmith created and owned content in any material form (including photocopying or storing it in any medium by electronic means) other than in accordance with the limited license or access set forth herein.

 

7.  Applicable Law and Jurisdiction

These Terms shall be governed by the laws of the State of Michigan, U.S.A. to the extent U.S. federal laws are not applicable, without regard to their conflicts of law principles. In the event you, as the user or licensee of the Service, are a government entity located in the United States and you are bound by government procurement regulations concerning the governing law of contracts where you are the customer, TechSmith agrees that these Terms shall be governed by the state of your residence. The application of the United Nations Convention on Contracts for International Sale of Goods is expressly excluded. You agree to the exclusive jurisdiction of the Courts of the State of Michigan, U.S.A. and the United States federal district court located in Ingham County, Michigan, U.S.A. This Agreement has been prepared in the English language and such version shall be controlling in all respects and any non-English version of this Agreement is solely for accommodation purposes. The parties to these Terms waive personal service of any and all process upon them and consent that all such service of process be made by registered mail and shall be deemed to be completed 5 business days after the same shall have been deposited in the United States mail, postage prepaid. You waive any objection based on forum non conveniens and any objection to venue of any action instituted under these Terms by TechSmith in any jurisdiction.

 

8.  General

These Terms, together with all documents incorporated herein by reference, constitute the entire agreement between TechSmith and you with respect to your use of the Service. TechSmith's failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision. If a court should find that one or more rights or provisions contained in these Terms is invalid, you agree that the remainder of the Terms shall be enforceable.

 

9.  Registration and Password

To purchase a subscription or create an account to access the Service you must be 18 years or over. We reserve the right to refuse registration for, or access to, the Service to anyone for any reason at any time.

You agree that the information that you provide to us on registration and at all other times will be true, accurate, current and complete.  You also agree that you will ensure that this information is kept accurate and up to date at all times. This is especially important with respect to your email address, since that is the primary way in which we will communicate with you about your account and your orders.

When you create an account, you will be asked to provide a password. As you will be responsible for all activities that occur under your password, you should keep your password confidential. You must notify TechSmith immediately of any unauthorized use of your password or if you believe that your password is no longer confidential. We reserve the right to require you to alter your password if we believe that your password is no longer secure.

 

10.  Your Content

 You agree that you have the legal right to use all Content and you further acknowledge and understand your Content is your sole responsibility including making and keeping back-up copies of your Content and that your use and distribution of your Content in all events is at your sole discretion and risk. You shall be solely responsible for any claims or causes of action that may arise in connection with the use and distribution of your Content. You acknowledge that the Service is automated (meaning your Content is uploaded using software tools and TechSmith servers) and that TechSmith personnel  or its contractors will not access, view, or listen to any of your Content, except as reasonably necessary to perform the Services, including but not limited to, the following: (a) respond to support requests; (b) detect, prevent, or otherwise address or verify fraud, potential abuse, security, or technical issues; (c) as deemed necessary or advisable by TechSmith in good faith to conform to legal requirements or comply with legal process; or (d) enforce these Terms, including investigation of potential violations hereof. If you are in the European Economic Area and elect to use the Generative AI Feature of the Service, the authorized personnel that access, view, or listen to your Content, as indicated above, will be Microsoft employees that are located in the European Economic Area.

TechSmith makes no claim of ownership in your Content, including your Content generated by the Generative AI Feature of the Service, specifically, without limitation, any intellectual property rights therein, except: (a) as set forth in Section 6 above (TechSmith Intellectual Property Rights); and (b) as to Independent Assets.   You acknowledge that Content created using the Generative AI Feature may be similar to Content generated by other users of the Service and your rights in such Content may not be enforceable against other users of the Generative AI Feature.

 

11.  Use of the Generative AI Feature

As indicated above, the Service contains an optional Generative AI Feature" to aid in the creation of Content.  By configuring and using the Generative AI Feature, you expressly consent to your Content being shared by TechSmith for processing with Microsoft Corporation.  You further grant to TechSmith an unrestricted, perpetual, non-exclusive, fully-paid and royalty-free, license, with the right to sublicense any such rights to TechSmith's contractors, including contractors supporting the Generative AI Feature, to reproduce, distribute, display, and otherwise use your created Content solely as necessary to provide the Generative AI Feature.  TechSmith has no obligation to report on use of your created Content or data associated with the same.  You are prohibited from using web scraping, web harvesting, or web data extraction methods to extract data from the Generative AI Feature. 

 

12.  Suspension, Modification and Termination of Access and Membership

By You

You may terminate your subscription and seek a refund within fourteen (14) days of the date you agreed to these Terms.  In the event more than fourteen (14) days have elapsed since you agreed to these Terms, no refund will be provided by TechSmith.  Upon termination you will not have access to your Content through the Service.

You can delete your account at any time by contacting TechSmith customer support at https://support.techsmith.com.

By TechSmith

You agree that TechSmith may at any time without notice:

●    refuse to accept your registration to use the Service

●    move, modify or suspend any part of the Service; or

●     terminate your account if, in TechSmith's sole discretion, you fail to comply with any of these Terms or if a competent regulatory authority requires TechSmith to do so;

●    modify any username or other Content that could be confusing with any TechSmith products and services

●    modify, delete or block any Content that contains any explicit/objectionable Content or limit your access to your Content or the Service, and more specifically, without limitation, the Generative AI Feature, if TechSmith has a reasonable basis that the Content violates these Terms, and more specifically, without limitation, Section 3 of these Terms (Use Restrictions).

 

13.  End of Subscription

Upon termination of these Terms, you may continue to use the Content you have downloaded as part of your subscription, subject to your compliance with these Terms and specifically in compliance with the restrictions set forth herein. 

 

14.  Disclaimer of Warranty and Limitation of Liability

THE SERVICE, TECHSMITH'S SITES, AND ALL RELATED PRODUCTS AND SERVICES ARE PROVIDED BY TECHSMITH "AS IS" WITH NO WARRANTIES WHATSOEVER. ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW.  ADDITIONALLY, TECHSMITH DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THIS SERVICE.

YOU UNDERSTAND AND AGREE THAT THE DOWNLOAD OF ANY MATERIAL THROUGH THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY LOSS OR DAMAGE TO YOUR CONTENT OR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT MAY RESULT IN THE DOWNLOAD OF ANY MATERIAL. YOU ARE SOLELY RESPONSIBLE FOR CREATING BACK-UPS OF YOUR DIGITAL CONTENT. BY WAY OF CLARITY, TECHSMITH OFFERS NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, RELATED TO INTELLECTUAL PROPERTY OR OTHER RIGHTS IN YOUR CONTENT, WHETHER CONSIDERED, PROMPTS, INPUTS, OUTPUTS OR YOUR CONTENT, AND YOUR USES OF CONTENT IN CONNECTION WITH THE SERVICE IS AT YOUR OWN RISK WITH REGARD TO ALL SUCH RIGHTS. TECHSMITH DOES NOT REPRESENT OR WARRANT THAT YOUR CONTENT WILL BE ERROR FREE OR THAT SUCH CONTENT SHALL NOT INFRINGE THIRD PARTY RIGHTS, INCLUDING WITHOUT LIMITATION PRIVACY AND INTELLECTUAL PROPERTY RIGHTS. TECHSMITH DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL BE FREE FROM THIRD PARTY INTERFERENCE OR OTHERWISE SECURE.

IF YOU ELECT TO USE THE GENERATIVE AI FEATURE OF THE SERVICE, YOU FURTHER RECOGNIZE AND AGREE THAT: (A) INPUTS, PROMPTS, OR OUTPUTS, IF ANY OR APPLICABLE, ARE NOT CONFIDENTIAL AND MAY BE USED TO IMPROVE OR TRAIN THE GENERATIVE AI FEATURE OF THE SERVICE FOR THE BENEFIT OF TECHSMITH'S OR ITS CONTRACTORS OTHER USERS AND CUSTOMERS; AND (B) INFORMATION GIVEN TO TECHSMITH'S OR ITS CONTRACTORS OR OTHER USERS AND CUSTOMERS MAY INCLUDE INFORMATION FROM YOUR INPUTS, PROMPTS, OR OUTPUTS UPLOADED OR GENERATED VIA ACESSING OR USING THE GENERATIVE AI FEATURES.

EXCEPT AS EXPRESSLY PROVIDED IN THE PRECEDING PARAGRAPH, TO THE FULLEST EXTENT ALLOWED BY LAW, TECHSMITH SHALL NOT BE LIABLE FOR ANY LOSS OF BUSINESS, LOST PROFITS, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES RESULTING FROM THE USE OR PROVISION OF THE SERVICE, THE ASSETS, TECHSMITH'S SITE AND ALL RELATED PRODUCTS AND SERVICES, EVEN IF TECHSMITH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMERS, WAIVERS AND LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

 

 

Version 26 Sept 2023