SpeechKit Online Terms of Service

1. Welcome to SpeechKit

Thanks for your interest in our audio and advertising services (the “Services”)!
By using our Services, you agree to these terms (the “SpeechKit Terms”)and the SpeechKit Branding Guidelines (collectively, the “Agreement”). If ever in conflict, to the extent of such conflict, the SpeechKit Terms will take precedence over any other terms of the Agreement. Please read the Agreement carefully. As used in the Agreement, “you” or “publisher” means the individual or entity using the Services (and/or any individual, entity or successor entity, agency or network acting on your behalf), “we”, “us” or “SpeechKit” means Lstn Ltd., and the “parties” means you and SpeechKit. Our registered office is at: Elm Tree, Handley Lane, Chesterfield, Derbyshire, England, S45 9AT.

2. Access to the Services; SpeechKit Accounts

Your use of the Services is subject to your creation and our approval of an SpeechKit account (an “Account”). We have the right to refuse or limit your access to the Services. By submitting an application to use the Services, if you are an individual, you represent that you are at least 18 years of age. You may only have one Account.By enrolling in SpeechKit, you permit SpeechKit to serve, as applicable, (ii) audio content (ii) advertisements and other content (“Ads”), (iii) other links to your websites, mobile applications, media players, mobile content and/or other properties approved by SpeechKit (each individually a “Property”). In addition, you grant SpeechKit the right to access, index and cache analytics.

3. Using our Services

You may use our Services only as permitted by this Agreement and any applicable laws. Don’t misuse our Services. For example, don’t interfere with our Services or try to access them using a method other than the interface and the instructions that we provide. You may discontinue your use of any Service at any time by removing the relevant code from your Properties.

4. Changes to our Services; Changes to the Agreement

We are constantly changing and improving our Services. We may add or remove functionalities or features of the Services at any time, and we may suspend or stop a Service altogether. We may modify the Agreement at any time. We’ll post any modifications to the SpeechKit Terms on this page and any modifications to the SpeechKit Branding Guidelines on their respective pages. Changes will not apply retroactively and generally will become effective 14 days after they are posted. However, changes addressing new functions for a Service or changes made for legal reasons will be effective immediately. If you don’t agree to any modified terms in the Agreement, you’ll have to stop using the affected Services.

5. Payments

Subject to this Section 5 and Section 10 of these SpeechKit Terms, you will receive a payment related to the number of the number of valid impressions of Ads played, or other valid events performed in connection with the delivery of Ads, in each case as determined by SpeechKit.
Except in the event of termination, we will pay you by the end of the calendar month following any calendar month in which the earned balance in your Account equals or exceeds the applicable payment threshold. If you implement search Services, our payments may be offset by any applicable fees for such Services. Unless expressly authorised in writing by SpeechKit, you may not enter into any type of arrangement with a third party where that third party receives payments made to you under the Agreement or other financial benefit in relation to the Services. Payments will be calculated solely based on our accounting. Payments to you may be withheld to reflect or adjusted to exclude any amounts refunded or credited to advertisers and any amounts arising from invalid activity, as determined by SpeechKit in its sole discretion. Invalid activity is determined by SpeechKit in all cases and includes, but is not limited to, (i) spam, invalid queries, invalid impressions or invalid clicks on Ads generated by any person, bot, automated programme or similar device, including through any clicks or impressions originating from your IP addresses or computers under your control; (ii) clicks solicited or impressions generated by payment of money, false representation or requests for end users to click Ads or take other actions; (iii) Ads served to end users whose browsers have JavaScript disabled; and (iv) clicks or impressions co-mingled with a significant amount of the activity described in (i, ii and iii) above.
In addition to our other rights and remedies, we may (a) withhold and offset any payments owed to you under the Agreement against any fees that you owe us under the Agreement or any other agreement or (b) require you to refund us within 30 days of any invoice, any amounts that we may have overpaid to you in prior periods. If you dispute any payment made or withheld relating to the Services, you must notify SpeechKit in writing within 30 days of any such payment. If you do not, any claim relating to the disputed payment is waived. If an advertiser whose Ads are displayed on any property defaults on payment to SpeechKit, we may withhold payment or charge back your account. To ensure proper payment, you are responsible for providing and maintaining accurate contact and payment information in your Account. You are responsible for any charges assessed by your bank or payment provider.

6. Taxes

As between you and SpeechKit, SpeechKit is responsible for all taxes (if any) associated with the transactions between SpeechKit and advertisers in connection with Ads delivered on the Properties. You are responsible for all taxes (if any) associated with the Services, other than taxes based on SpeechKit net income. All payments to you from SpeechKit in relation to the Services will be treated as inclusive of tax (if applicable) and will not be adjusted.

7. Intellectual Property; Brand Features

Other than as set out expressly in the Agreement, neither party will acquire any right, title or interest in any intellectual property rights belonging to the other party or to the other party’s licensors. If SpeechKit provides you with software in connection with the Services, we grant you a non-exclusive, non-sublicensable licence for use of such software. This licence is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by SpeechKit, in the manner permitted by the Agreement. SpeechKit warrants that such software will for a period of 90 days from the date of its supply to you be free from any defect which has a materially adverse effect on its use or operation. Other than distributing content via the SpeechKit API, plugins or SDKs, you may not copy, modify, distribute, sell or lease any part of our Services or included software, nor may you reverse engineer or attempt to extract the source code of that software, unless laws prohibit those restrictions or you have our written permission. You will not remove, obscure or alter SpeechKit’s copyright notice, Brand Features or other proprietary rights notices affixed to or contained within any SpeechKit services, software or documentation. We grant you a non-exclusive, non-sublicensable licence to use SpeechKit’s trade names, trademarks, service marks, logos, domain names and other distinctive brand features (“Brand Features”) solely in connection with your use of the Services and in accordance with the Agreement and the SpeechKit Branding Guidelines. We may revoke this licence at any time. Any goodwill arising from your use of SpeechKit’s Brand Features will belong to SpeechKit. We may include your name and Brand Features in our presentations, marketing materials, customer lists and financial reports.

8. Content

As a SpeechKit account holder you may submit Content. You understand that whether or not Content is published, SpeechKit does not guarantee any confidentiality with respect to Content. "Content" includes the text, software, scripts, graphics, photos, sounds, music, videos, audiovisual combinations, interactive features and other materials you may view on, access through or contribute to the Service. You retain all of your ownership rights in your Content, but you are required to grant limited licence rights to SpeechKit and other users of the Service. These are described in section 9 of these Terms (Rights you licence). You understand and agree that you are solely responsible for your own Content and the consequences of posting or publishing it. SpeechKit does not endorse any Content or any opinion, recommendation, or advice expressed therein, and SpeechKit expressly disclaims any and all liability in connection with Content. You represent and warrant that you have (and will continue to have during your use of the Service) all necessary licenses, rights, consents, and permissions which are required to enable SpeechKit to use your Content for the purposes of the provision of the Service by SpeechKit, and otherwise to use your Content in the manner contemplated by the Service and these Terms. You agree that you will not post or upload any Content which contains material which it is unlawful for you to possess in the country in which you are resident, or which it would be unlawful for SpeechKit to use or possess in connection with the provision of the Service. You agree that Content you submit to the Service will not contain any third party copyright material, or material that is subject to other third party proprietary rights (including rights of privacy or rights of publicity), unless you have a formal licence or permission from the rightful owner, or are otherwise legally entitled, to post the material in question and to grant SpeechKit the licence referred to in section 9 below. On becoming aware of any potential violation of these Terms, SpeechKit reserves the right (but shall have no obligation) to decide whether Content complies with the content requirements set out in these Terms and may remove such Content and/or terminate a User's access for uploading Content which is in violation of these Terms at any time, without prior notice and at its sole discretion. You further understand and acknowledge that in using the Service, you may be exposed to Content that is factually inaccurate, offensive, indecent, or otherwise objectionable to you. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against SpeechKit with respect to any such Content.

9. Rights you licence

When you upload or post Content to SpeechKit, you grant:

to SpeechKit, a worldwide, non-exclusive, royalty-free, transferable licence (with right to sub-licence) to use, reproduce, distribute, prepare derivative works of, display, and perform that Content in connection with the provision of the Service and otherwise in connection with the provision of the Service and SpeechKit's business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels;

to each user of the Service, a worldwide, non-exclusive, royalty-free licence to access your Content through the Service, and to use, reproduce, distribute, prepare derivative works of, display and perform such Content to the extent permitted by the functionality of the Service and under these Terms.

The above licenses granted by you in Content terminate when you remove or delete your Content from SpeechKit. The above licenses granted by you in textual comments you submit as Content are perpetual and irrevocable, but are otherwise without prejudice to your ownerships rights, which are retained by you as set out in section 8 above.

10. Privacy

Our privacy policy explains how we treat your personal data and protect your privacy when you use our Services. By using our Services, you agree that SpeechKit can use such data in accordance with our privacy policy. You will ensure that at all times you use the Services, the Properties have a clearly labelled and easily accessible privacy policy that provides end users with clear and comprehensive information about cookies, device-specific information, location information and other information stored on, accessed on or collected from end users’ devices in connection with the Services, including, as applicable, information about end users’ options for cookie management. You will use commercially reasonable efforts to ensure that an end user gives consent to the storing and accessing of cookies, device-specific information, location information or other information on the end user's device in connection with the Services where such consent is required by law.

11. Confidentiality

You agree not to disclose SpeechKit Confidential Information without our prior written consent. "SpeechKit Confidential Information" includes: (a) all SpeechKit software, technology and documentation relating to the Services; (b) impressionsor other statistics relating to Property performance as pertaining to the Services; (c) the existence of, and information about, beta features in a Service; and (d) any other information made available by SpeechKit that is marked confidential or would normally be considered confidential under the circumstances in which it is presented. SpeechKit Confidential Information does not include information that you already knew prior to your use of the Services, that becomes public through no fault of yours, that was independently developed by you or that was lawfully given to you by a third party. Notwithstanding this Section 9, you may accurately disclose the amount of SpeechKit’s gross payments resulting from your use of the Services.

12. Termination

You may terminate the Agreement at any time by completing the account cancellation process. The Agreement will be considered terminated within 10 working days of SpeechKit’s receipt of your notice. If you terminate the Agreement and your earned balance equals or exceeds the applicable threshold, we will pay you your earned balance within approximately 90 days after the end of the calendar month in which the Agreement is terminated. Any earned balance below the applicable threshold will remain unpaid. SpeechKit may at any time terminate the Agreement, or suspend or terminate the participation of any Property in the Services for any reason. If we terminate the Agreement due to your breach or due to invalid activity, we may withhold unpaid amounts or charge back your account. If you breach the Agreement or SpeechKit suspends or terminates your Account, you (i) will not be allowed to create a new Account and (ii) may not be permitted to monetise content on other SpeechKit products.

13. Indemnity

You agree to indemnify and defend SpeechKit, its affiliates, agents and advertisers from and against any and all third-party claims and liabilities arising out of or related to the Properties, including any content served on the Properties that is not provided by SpeechKit, your use of the Services or your breach of any term of the Agreement. SpeechKit’s advertisers are third-party beneficiaries of this indemnity.

14. Representations; Warranties; Disclaimers

You represent and warrant that (i) you have full power and authority to enter into the Agreement; (ii) you are the owner of, or are legally authorised to act on behalf of the owner of, each Property; (iii) you are the technical and editorial decision maker in relation to each Property on which the Services are implemented and that you have control over the way in which the Services are implemented on each Property; (iv) SpeechKit has never previously terminated or otherwise disabled an SpeechKit account created by you due to your breach of the Agreement or due to invalid activity; (v) entering into or performing under the Agreement will not violate any agreement you have with a third party or any third-party rights; and (vi) all of the information provided by you to SpeechKit is correct and current. Each party warrants to the other that it will use reasonable care and skill in complying with its obligations under the Agreement. Other than as expressly set out in the Agreement, we do not make any promises about the Services. For example, we don’t make any commitments about the content within the Services, the specific function of the Services, or their profitability, reliability, availability or ability to meet your needs. No conditions, warranties or other terms apply to any Services or to any other goods or services supplied by SpeechKit under the Agreement unless expressly set out in the Agreement. No implied conditions, warranties or other terms apply (including any implied terms as to satisfactory quality, fitness for purpose or conformance with description).

15. Limitation of Liability

Nothing in the Agreement will exclude or limit either party’s liability for (a) fraud or fraudulent misrepresentation; (b) death or personal injury caused by negligence; or (c) anything which cannot be excluded or limited by law. Neither party shall have any liability (whether in contract, tort or otherwise) under or in connection with the Agreement for any special, indirect or consequential loss (whether such loss was foreseeable, known or otherwise). Neither party’s aggregate liability (whether in contract, tort or otherwise) under or in connection with the Agreement shall exceed 125% of the net amount payable by SpeechKit to you in the 12 month period immediately preceding the earliest date on which such liability arises. The limitations and exclusions of liability in this Section 15 shall not apply in respect of any liability that you may incur under Section 7 (Intellectual Property; Brand Features), Section 9 (Confidentiality) or Section 11 (Indemnity).

16. Miscellaneous

Entire Agreement; Amendments. The Agreement is our entire agreement relating to your use of the Services and supersedes any prior or contemporaneous agreements on that subject. Neither party will have any right or remedy based on any statement, representation or warranty (whether made negligently or innocently) not expressly set out in the Agreement. This Agreement may be amended (i) in writing where signed by both parties and expressly stated to amend the Agreement, or (ii) as set forth in Section 4, if you keep using the Services after SpeechKit modifies the Agreement.
Assignment. You may not assign or transfer any of your rights under the Agreement. Independent Contractors. The parties are independent contractors and the Agreement does not create an agency, partnership or joint venture. No Third-Party Beneficiaries. Other than as set forth in Section 7, this Agreement does not create any third-party beneficiary rights. No Waiver. Other than as set forth in Section 5, the failure of either party to enforce any provision of the Agreement will not constitute a waiver. Severability. If it turns out that a particular term of the Agreement is not enforceable, the remainder of the Agreement will remain in full force and effect. Survival. Sections 7, 8, 9, 11, 12, 13, 14, 15, 16 of these SpeechKit Terms will survive termination. Governing Law; Venue. The Agreement is governed by English law and the parties submit to the exclusive jurisdiction of the English courts in relation to any dispute (contractual or non-contractual) concerning the Agreement. Force Majeure. Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labour condition, governmental action and Internet disturbance) that was beyond the party’s reasonable control. Communications. In connection with your use of the Services, we may contact you regarding service announcements, administrative messages and other information. You may opt out of some of those communications in your Account settings. For information about how to contact SpeechKit, please visit our contact page.