2.2. The rights granted by the Licensor to the End User under this Agreement are granted at the time of concluding this Agreement and are valid for the entire duration of the Agreement (unless another period is specified in the Invoice); the Offer is considered accepted and the Agreement concluded and in force at the moment of Acceptance in accordance with clause 1.5.

2.3. To use the Software, the End User must register (create an account) on the website https://speeek.io/en/login. After such registration, the End User gains access to the Personal Account using the authorization data (login, password) entered by the End User at the time of his registration on the website.

2.4. Provided in accordance with clause 2.1. of this Agreement, the rights can be exercised by the End User within the Territory of the Agreement (clause 1.7), during the period of its validity and include independent use of the software (reproduction of the software) in order to create a linguistic translation of audio and video content;

2.5. The parties are informed that, in accordance with Article 1262 of the Civil Code of the Russian Federation, state registration of rights in relation to computer programs is not mandatory and is carried out at the request of the copyright holder (Licensor). By this clause, the End User confirms that he was notified that at the time of conclusion of the Agreement, state registration of the Licensor’s rights to the Software was not carried out in the Russian Federation.

2.6. The End User may not use the Software for purposes or in ways not specified in this Agreement and/or for purposes or in ways that violate the terms of this Agreement. The End User is prohibited from providing third parties with authorization data from the Personal Account or otherwise providing third parties with the opportunity to use the Software.

2.7. The Licensor reserves all rights that are not expressly granted to the End User by this Agreement. The Software is not transferred to End User's ownership or control and End User is not permitted to sell or otherwise dispose of rights to the Software. The Software is protected by copyright and other intellectual property rights laws and international treaties. Software is licensed, not sold.

2.8. If there is a limitation on the period for granting rights to the Software, the End User may extend such period by paying the cost of renewal in accordance with the official price list of the Licensor and the terms of renewal posted on the website https://speeek.io, valid on the day the Invoice is issued.

3. RIGHTS AND OBLIGATIONS OF THE PARTIES

3.1.1. Use the Software on the terms and to the extent provided for in this Agreement, namely:

a) reproduce and copy part of the Software, that is, simultaneously produce one copy of a part of the Software in any material form, as well as record such a copy of the Software for temporary storage in electronic (including digital) form that can be read by the User’s computer using an Internet browser ; And

b) for the avoidance of doubt, this Agreement grants the right to reproduce only that part of the software that is reproduced by the User’s browser during the interaction between the User and the server; a browser means software for a computer or other electronic device connected to the Internet, which allows the user to interact with text, pictures or other information on the hypertext web page https://speeek.io. For the avoidance of doubt, the source and object code of the Software, other than that which is automatically transmitted via the Internet by the server, is not provided to the User.

3.1.2 Contact the Licensor to obtain technical and other consulting support related to the use of the Software;

3.1.3. Post on its resources information that it uses Speeek.io software to create linguistic translation of audio and video content during the term of the Agreement;

3.1.4. Use the Personal Account of the software, use online services using the software, and also prepare (create) your own Information materials.

3.2. The End User is obliged to:

3.2.1. Timely and in full pay for the right to use the Software;

3.2.2. Do not use the Licensor's software to translate audio and video content of which it is not the copyright holder or whose copyright holders have not given consent to create the translation;

3.2.3. Do not perform any actions that may disrupt the functionality of the software;

3.2.4. Do not damage, block, overload or in any other way cause harm to networks, servers where the software is installed. Otherwise, the End User is obliged to compensate for losses caused by the above actions, and the Licensor has the right to suspend the Agreement until the End User stops such actions and the losses caused are properly compensated;

3.2.5. Independently bear all costs associated with access to the Internet, payment for traffic, etc.;

3.2.6. Use the software in accordance with the terms of this Agreement and the Rules for Using the Service.

3.2.7. Create a voice clone only from a recording of the User's own voice or the voice of a person who has consented to it, and confirm such consent at the Licensor's request.

3.2.8. Not use the Software, including synthesized and cloned voices, to mislead, commit fraud, impersonate another person, spread knowingly false information, or create materials that violate the rights of third parties or the law.

3.3. The licensor has the right:

3.3.1. Enter into agreements with any other third parties as users of the software;

3.3.2. Update Software versions;

3.3.3. Change the terms of the rules of use by End Users by making changes to this Agreement or the Rules for using the service;

3.3.4. Suspend the ability to use the Software by the End User in cases of carrying out necessary preventive (routine) and repair work, which will be planned for a time when this can cause the least damage to the End User;

3.3.5. Temporarily suspend the Agreement if the Licensor has data on using the Software contrary to the terms of the Agreement or the Rules for using the service (until such claims are settled) or terminate the Agreement unilaterally at any time, if the User violates the requirements of applicable law, the terms of the Agreement or the Rules use of the service, as well as if the User carries out actions that cause damage to the Licensor, other clients/users of the Licensor, as well as others, as well as harm to the name and reputation of the Licensor or any other person;

3.3.6. Unilaterally terminate this Agreement in the cases provided for in clause 11.2 of the Agreement.

3.3.7. Use the User's Personal Data for the purpose of improving the software, in the manner provided for by the internal regulations on the protection of personal data of the Licensor, as well as applicable law.

3.3.8. Store the results of processing (translated audio and video files) and provide the ability to re-edit them for a limited period, and after such period expires — delete the corresponding files. Intermediate working files and the ability to edit a task are retained: for unpaid tasks — 5 (five) days, for paid tasks — 30 (thirty) days from the moment the task was last modified; after this period editing the task becomes unavailable, while the finished result remains available for download. Finished results are stored for up to 6 (six) months from the moment the task was created, after which they are deleted without the possibility of recovery. Tasks that ended with an error are deleted within 1 (one) day; unfinished tasks — within 30 (thirty) days (with unused minutes refunded to the User's balance); created but unpaid tasks — within 1 (one) hour. The Licensor shall not be liable for the safety of files after the specified periods; the User is advised to download the processing results in a timely manner.

3.3.9. Delete a voice clone, materials and processing results, and suspend or block the Personal Account if the User violates clauses 3.2.2, 3.2.7 or 3.2.8, or upon a justified complaint from a person whose voice or image was used without consent.

3.4. The licensor is obliged:

3.4.1. Provide the End User with the right to use the software in accordance with the software range ordered and paid for by the User;

3.4.2. Guarantee that the Licensor has valid and full rights to enter into this Agreement and grant rights to the Software to the User;

3.4.3. Provide the End User with consulting support related to the use of the Software through any communication channels listed on the page https://speeek.io/en/terms during business hours (weekdays from 9 to 21 hours Moscow time);

3.4.4. Keep confidential information received from the End User confidential, do not disclose, publish and protect third parties from access to it (except for cases provided for by the current legislation of the Russian Federation, the Rules for using the service or Section 14 of the Agreement).

3.5. User materials: 3.5.1. Rights to uploaded materials and processing results belong to the User or the respective right holders; the Licensor claims no rights to them. 3.5.2. By uploading materials, the User grants the Licensor a free non-exclusive license to reproduce, store, process and adapt them (speech recognition, translation, dubbing, lip sync) solely to perform the User's tasks, for the storage period specified in clause 3.3.8, worldwide, including the right to transfer materials to speech and translation technology providers, including those located outside the Russian Federation. 3.5.3. The Licensor does not publish User materials or processing results and does not use them in advertising without the User's separate consent. 3.5.4. The User guarantees having the rights to the uploaded materials and the consent of persons whose voice and image they contain, and is solely responsible for claims of such persons under clause 6.5.

4. PAYMENT PROCEDURE

4.1.1. Speeek.io offers a flat payment rate published on the page https://speeek.io/en. By using and accessing the Speeek.io Software, You agree to pay all fees in accordance with Your tariff rate, make any other payments for additional services that You may purchase and pay all taxes that may be applicable to You in connection with the use of the Software speeek.io.

4.1.2. The cost of using Speeek.io software depends on the amount of content translated using Speeek.io software by you during each month.

4.2. Changes in payment

4.2.1. The licensor has the right at any time to change the amount of payment for the use of Speeek.io software or to require payment of new payments or other types of payments. These changes take effect immediately upon posting on the Site.

4.3. Making a payment

4.3.1. To view detailed information about your Tariff, including the start date of your next renewal period, go to the Speeek.io website, log in using your login https://speeek.io/en/dashboard in the central panel, select “Payment” .

4.3.2. We reserve the right to deactivate your access to the Speeek.io Software if you fail to pay applicable fees in accordance with this Agreement. Unless otherwise stated, all prices on the website are indicated in Russian rubles.

4.4. The licensor reserves the right not to charge bonus minutes according to the tariff in case of suspicion of repeated registrations on the part of a unique user

5. LIMITATION OF LIABILITY

5.2. The End User bears full responsibility for the result of the software (linguistic translation), namely the accuracy, reliability, completeness, legality, quality and content of the content published by the End User on the Internet.

5.3. The End User is responsible for maintaining the secrecy of his/her authorization data (login, password) required to access the Personal Account. Actions performed using the Software using the End User's authorization data are considered to be performed by the End User.

5.4. The information provided by the Licensor about its activities in the form of news, press releases and other information materials is current as of the date of their preparation. Due to subsequent events and the passage of time, some such information may be incomplete or untrue, however, the Licensor will take reasonable, commercially feasible measures to update or delete it.

5.5. Information is provided to End User regarding various projects and future events regarding the Software, experimental features of the Software, etc., however, such information will always be preliminary in nature and current events and circumstances may differ as a result of various factors.

5.6. Users of the Software are independently responsible for the legality of any of their own actions in connection with the placement, storage and distribution of information using the Software, including uploaded materials and processing results.

5.7. The Licensor provides Users with the technical ability to use the software, does not participate in the formation of the content of information and other objects distributed by Users, including the results of intellectual activity, and does not control these actions; in this regard, the Licensor is not responsible for the legality of actions and information (including links to pages on the Internet, where the information is located) posted and distributed by Users through the software, and also does not guarantee the quality, completeness and reliability of such information.

5.8. The Licensor notifies the User that due to the huge volume of information and the presence of a large number of active users, it is deprived of the opportunity to exercise operational control over the posting by Users of illegal information in any form in uploaded materials and to determine whether the information and actions of Users comply with the legislation of the Russian Federation and this Agreement, and also check the accuracy and completeness of the information provided by Users during registration and further use of the software.

5.9. The User acknowledges and agrees that the Licensor is not responsible for:

a) temporary failures and interruptions in the operation of the software and the loss of information caused by them, as well as the safety of information, the correctness and timeliness of its transmission and delivery;

b) for the reliability, quality and speed of the software and for the safety of information created, used and received by users within the software;

c) for failures occurring in telecommunication networks and/or energy networks, the action of malicious programs, as well as dishonest actions of persons aimed at unauthorized access and/or disabling the software and/or hardware complex, resulting in unavailability of software or illegal access , deletion or modification of information stored within the Software;

d) for the reliability, quality and speed of communication channels, as well as the availability of third-party services owned by third parties and involved in the operation of the software;

e) for the correct functioning of software and/or hardware created by third parties and used when working with the software.

5.10. The licensor reserves the right at any time to change the design of the software, its content, the list of tools and paid functions, to change or supplement the software used and other objects used or stored in it, any server applications at any time with or without prior notice. The Licensor also reserves the right at any time to change the functionality or close any of the software tools without prior notice, in which case the Licensor shall not bear any responsibility for termination of access to such tools or functions.

5.11. To the fullest extent permitted by applicable law, Licensor disclaims any express or implied warranties or representations to User that may be provided by law, Licensor's prior oral or written representations, or by custom, in connection with User's rights to use the Software. . The Licensor also refuses to guarantee the constant availability and operability of the Licensor's websites and the Software, as well as their operation continuously, uninterruptedly and in a safe mode, without malfunctions or errors.

5.12. The limitations and exclusions in this Section 7 apply to the maximum extent permitted by applicable law.

6. RESPONSIBILITY OF THE PARTIES

6.2. The Licensor's liability under any provision of this Agreement is limited to the amount actually paid by the End User for the grant of rights to use the Software. These limitations do not apply to those liabilities that cannot be excluded or limited under applicable law.

6.3. The End User's use of the Software in a manner not provided for in the Agreement or in excess of the rights granted is a violation of the Licensor's rights.

6.4. In no event shall either Party have any liability to the other Party for any loss of profits, revenues, or indirect, special, incidental, exemplary or punitive damages, whether in an action in contract or tort and regardless of the theory of liability, even if the Party advised of the possibility of such damage. The foregoing disclaimer shall not apply to the extent prohibited by law.

6.5. If claims of third parties brought against the End User are related to the End User's violation of the terms of this Agreement, the End User undertakes to immediately notify the Licensor about this and settle such claims independently, at its own expense and without the involvement of the Licensor, or take other actions to prevent the occurrence expenses and losses of the Licensor. The Licensor has the right to independently take measures aimed at protecting the reputation of the Licensor or settling claims, in which case the User is obliged to reimburse all expenses incurred by the Licensor (including legal costs, costs of paying fines, expenses for legal services).

7. PRIVACY

7.2. Upon a separate request from the End User to the Licensor, as well as after termination of this Agreement, the Licensor deletes from its information media all data and their backup copies that contain the End User’s personal information.

7.3. The fact of concluding this Agreement is not confidential. The User can inform an unlimited number of people that the User uses Speeek.io software to translate audio and video content.

7.5. For the avoidance of doubt, any oral or written exchange of information, correspondence, requests regarding the Parties’ compliance with the terms of the Agreement are confidential.

8. PROTECTION OF THE RIGHTS GRANTED

8.2. About cases of illegal use of the Software by third parties that become known to the End User, the End User undertakes to notify the Licensor within 1 (one) business day from the moment of their discovery.

8.3. If claims or lawsuits are brought against the User regarding the violation of intellectual property rights of third parties in connection with the implementation of this Agreement, provided that the End User is not at fault, the End User undertakes to notify the Licensor about this within 1 (one) business day, and The licensor shall take measures to resolve such claims.

8.4. If claims of third parties brought against the User are related to the User’s violation of the terms of this Agreement, the User undertakes to immediately notify the Licensor about this and settle such claims independently, at his own expense and without the involvement of the Licensor, or take other actions to exclude the occurrence of expenses and losses Licensor.

9. FORCE MAJEURE CIRCUMSTANCES

9.2. By force majeure circumstances, the Parties understand such circumstances as: earthquakes, fires, floods, other natural disasters, epidemics, accidents, explosions, military actions, as well as changes in legislation that made it impossible for the Parties to fulfill their obligations under this agreement.

9.3. If force majeure circumstances arise that prevent the fulfillment of obligations under this agreement by one of the Parties, it is obliged to notify the other Party within 1 (one) business day after the occurrence of such circumstances, attaching to the notification a copy of the document issued by the Chamber of Commerce and Industry of the country in which the occurrence occurred. relevant force majeure circumstances. In this case, the deadline for fulfilling obligations under this agreement is postponed in proportion to the time during which the force majeure circumstances were in effect.

9.4. If force majeure circumstances persist for 1 (one) month, either Party has the right to unilaterally refuse to fulfill this Agreement by sending a notice to the other party indicating the date of refusal.

9.5. The occurrence of these circumstances does not constitute grounds for the End User to refuse payment for the right to use the Software provided before the occurrence of these circumstances.

10. APPLICABLE LAW. DISPUTES