DOC 2 — USpeaks Buyer Voice Asset License Agreement (Template)
1. Parties
This Buyer Voice Asset License Agreement (“Buyer Terms”) is between UspeakS, Inc. (“Licensor”) and {{BUYER_LEGAL_NAME}} (“Buyer”) effective {{EFFECTIVE_DATE}}.
2. Structure: Buyer Terms + Order Form
Each purchase includes an Order Form / License Schedule that sets the scope. If there is conflict, Order Form controls scope and Buyer Terms control everything else.
3. License Grant
Subject to payment and compliance, Licensor grants Buyer a non-transferable license to use the purchased Voice Asset(s) only:
- within the Use Domain selected on the Order Form (A–D),
- for the Term/Duration, Reach, Volume, and Exclusivity selected,
- and only for the permitted License Tier (Features vs Streaming vs Raw Audio) and Quality Tier (Q0–Q3).
4. No Ownership
Buyer receives a license only. No ownership of the voice, identity, or underlying asset is transferred.
5. Restrictions (hard lines)
Buyer must not:
- use the asset outside the selected Use Domain;
- attempt to identify the Creator, derive identity templates, or re-identify individuals from the data;
- use for deception, impersonation fraud, or unlawful activity;
- sublicense, resell, or redistribute the asset except as explicitly permitted on the Order Form.
6. Attribution
[Optional: none by default; configurable per Order Form.]
7. Compliance With Law
Buyer must comply with applicable privacy/biometric laws where used and must not process the asset for unique identification without appropriate legal basis.
8. Audit & Enforcement
Licensor may request reasonable evidence of compliance for enterprise-tier purchases. Licensor may suspend access for material breach.
9. Warranties / Disclaimers
Licensor provides the asset “as is” and disclaims implied warranties to the maximum extent allowed.
10. Limitation of Liability
[Cap tied to fees paid on the Order Form.]
11. Indemnity
Buyer indemnifies Licensor for claims arising from Buyer’s misuse outside scope.
12. Governing Law; Disputes
{{STATE}} law; venue {{COUNTY/STATE}}; optional arbitration.
13. Acceptance Tests
- Domain is exactly one of A–D.
- Scope knobs present and match Order Form definitions (Duration/Reach/Volume/Exclusivity/Identity tier).
- No sublicensing unless Order Form says so.