Voice Contribution

WHISPP VOICE CONTRIBUTION TERMS 

THE UNDERSIGNED:

⦁ Whispp B.V., a limited liability company having its corporate seat and principal place of business at Langegracht 70, 2312 NV, Leiden, The Netherlands, registered with the Chamber of Commerce (KvK) under 78082056, represented by Joris Castermans, Managing Director,
(hereinafter referred to as the “WHISPP”);

and

⦁ THE CONTRIBUTOR

WHEREAS:

⦁ WHISPP is the developer of new speech technology that operates using artificial intelligence aimed at people who suffer from a voice or speech disorder and others who prefer to silently communicate with more privacy, by whispering (hereinafter: the “Technology”);
⦁ CONTRIBUTOR is a patient or non- patient who volunteers to provide the service of recording and submitting voice recordings to be used as training data for machine learning for the Technology (hereinafter: the “Assignment”);
⦁ CONTRIBUTOR has agreed to accept the Assignment on the terms and conditions set out in this agreement for the provision of voice CONTRIBUTOR services (hereinafter: the “Agreement”);

HAVE AGREED AS FOLLOWS:

1. ASSIGNMENT
CONTRIBUTOR explicitly accepts the Assignment and agrees to personally provide voice recordings made with the WHISPP app or recording platform. The projected sentences will be spoken in a natural way. Only sentences without misspeaking and background noise will be submitted.

2. INDEMNITY / WARRANTY / LIABILITY
WHISPP warrants that everything WHISPP gives CONTRIBUTOR to perform the Services under the Assignment is legally owned or licensed to WHISPP.

CONTRIBUTOR hereby warrants and represents to WHISPP that CONTRIBUTOR has the full right and authority to enter into this Agreement with respect to his/her services; that CONTRIBUTOR has not limited, by agreement with others, his/her right to perform services hereunder; that in the making or performance of this Agreement, CONTRIBUTOR will not violate any laws, orders or regulations, or the rights, legal or equitable, of anyone; and that CONTRIBUTOR has the full ability and right to do any and all things called for by this Agreement. CONTRIBUTOR warrants s/he is of legal age to enter into contracts, or that s/he shall have a parent or legal guardian sign this Agreement where indicated below with the understanding that all terms herein shall be binding upon CONTRIBUTOR and the parent or legal guardian who signs below.

EACH PARTY SHALL BE LIABLE TOWARDS THE OTHER PARTY FOR SUCH PARTY’S SHORTCOMINGS IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT NEITHER PARTY SHALL BE LIABLE TOWARDS THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, ECONOMIC, INCIDENTAL OR CONSEQUENTIAL LOSS, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, ANTICIPATED SAVINGS OR GOODWILL, LOSS OF OPPORTUNITY, OR LOSS OR DAMAGE ARISING OUT OF CIRCUMSTANCES BEYOND THE CONTROL OF THE PARTIES.

NEITHER PARTY LIMITS OR EXCLUDES ITS LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR FOR DEATH OR PERSONAL INJURY ARISING OUT OF ITS NEGLIGENCE.

IN NO EVENT SHALL THE CONTRIBUTOR’S LIABILITY BE LIMITED OR EXCLUDED FOR BREACHES OF THE TERMS OF THIS AGREEMENT RELATING TO COMPLIANCE WITH LAWS AND POLICIES, BREACH OF CONFIDENTIALITY AND THE PROVISIONS RELATING TO PRIVACY.

THE AGGREGATE LIABILITY OF WHISPP FOR ALL BREACHES OF THIS AGREEMENT SHALL BE LIMITED TO EUR
50.

3. PRIVACY
The Agreement includes processing of personal data relating to the CONTRIBUTOR. The processing of personal data is necessary for the performance of the Agreement and the legitimate interests of WHISPP. Please review our privacy at https://whispp.com/privacy-policy/, which is incorporated into this Agreement by this reference, to understand our policies and procedures for collecting, using, and disclosing your personal data, and it informs you about your privacy rights and how the law protects you. Your agreement to the terms of this Agreement includes your consent to our Privacy Policy.

The categories of CONTRIBUTOR’s personal data processed by WHISPP are contact details, email, gender, native language, voice disorder type (when
applicable) and voice recordings. WHISPP will therefore use multiple categories of personal data. Some of this data is defined by the General Data Protection Regulation (GDPR) as ‘sensitive data’ and therefore requires explicit consent as defined under the GDPR.

WHISPP collects and processes your biometric data under the legal grounds of explicit consent, which consent is demonstrated by you signing of the Agreement. CONTRIBUTOR may, at any point in time, withdraw such consent, at which time WHISPP will delete the data identifiable to such CONTRIBUTOR promptly; provided, however, that CONTRIBUTOR acknowledges and agrees that CONTRIBUTOR’s de-identified voice recordings cannot be deleted and will continue to be used in the training data for the AI model. Regarding any other data, WHISPP will process this data under the legal grounds of performance of a contract and compliance with legal obligations.

The CONTRIBUTOR may contact WHISPP to exercise any of the rights the CONTRIBUTOR is granted by his or her jurisdiction. For Contributors located in Europe, the CONTRIBUTOR can make a complaint about the way WHISPP process his/her personal information to the Dutch supervisory authority, Autoriteit Persoonsgegevens.

4. INTELLECTUAL PROPERTY
WHISPP acknowledges that any and all final digital voice recordings as delivered by CONTRIBUTOR under this Agreement are intended to be used as training data for machine learning for developing the Technology, and will never be made available or communicated to the public on an identifiable basis by any means, now or in the future and will not be sold on or licensed to third parties without such restrictions.

Notwithstanding the foregoing, nothing stated herein will preclude WHISPP from assigning any or all of its rights hereunder.

CONTRIBUTOR agrees that he/she has no right or interest in any copyright or other intellectual property in any works or voice recordings, or other materials created in the rendering of Services under this Agreement (collectively “Contributor Works”) and that any and all intellectual property rights created under this Agreement will inure to the benefit of WHISPP. CONTRIBUTOR hereby assigns all rights, title, and interest in the Contributor Works to WHISPP. If such assignment is not effective for any reason, you hereby grant WHISPP a perpetual, irrevocable, royalty-free, worldwide right and license to exploit, use or reproduce the Contributor Works and any other intellectual property created in the rendering of the Services. CONTRIBUTOR shall sign any documentation that may be required in the future to assign such copyrights and other intellectual property rights to WHISPP.CONTRIBUTOR agrees that if CONTRIBUTOR is unable because of CONTRIBUTOR’s unavailability, dissolution, mental or physical incapacity, or for any other reason, to secure CONTRIBUTOR’s signature to apply for or to pursue any application or registration for any intellectual property protection covering the Contributor Works assigned to WHISPP above, then CONTRIBUTOR hereby irrevocably designates and appoints WHISPP and its agents as CONTRIBUTOR’s agent and attorney-in-fact, to act for and in CONTRIBUTOR’s behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyright registrations and other formal intellectual property protections thereon with the same legal force and effect as if executed by CONTRIBUTOR.

5. DURATION AND TERMINATION
This Agreement shall commence on the Effective Date. WHISPP and CONTRIBUTOR may in its absolute discretion and at any time with a written notice, terminate the Agreement.

6. CONFIDENTIALITY
During the term of this Agreement, CONTRIBUTOR will learn or receive confidential information about WHISPP, including but not limited to all business, marketing, financial and Technology-related data (“Confidential Information”). CONTRIBUTOR agrees to treat the Confidential Information as confidential. CONTRIBUTOR agrees not to use any Confidential Information for any purpose other than exercising its rights and fulfilling its obligations hereunder and not to transfer, distribute or disclose to any third party any Confidential Information, except as expressly authorized in writing by WHISPP.

7. MISCELLANEOUS
Any provision which by its express terms or where the context requires should survive expiration or termination of this Agreement shall so survive, including the parties’ obligations under articles PRIVACY, INTELLECTUAL PROPERTY and CONFIDENTIALITY.

If any provision of this Agreement is deemed unenforceable or invalid, such provision will be modified and interpreted to achieve the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will remain in full force. No text or information set forth on any other purchase order, preprinted form or document shall add to or vary the terms and conditions of this Agreement.

This Agreement contains the entire Agreement between the parties relating to the subject matter hereof and supersedes any and all prior Agreements or understandings, written or oral, between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by all of the parties hereto.

This Agreement shall be binding upon and inure to the benefit of WHISPP and CONTRIBUTOR and their respective successors and assigns, provided that CONTRIBUTOR shall not assign any of CONTRIBUTOR’s obligations under this Agreement without WHISPP’s prior written consent.

The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect, limit, or waive such party’s right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.

Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.

No joint venture, partnership, employment, or agency relationship exists between CONTRIBUTOR and WHISPP as a result of this Agreement. This Agreement shall not be interpreted or construed to confer any rights or remedies on any third parties.

This Agreement, agreements ancillary to this Agreement, and related documents entered into in connection with this Agreement are signed when a party signifies acceptance to this Agreement by acceptance to online terms, or by signature delivered by facsimile, email, or other electronic medium, and these signatures and indications of consent must be treated in all respects as having the same force and effect as original signatures.

8. GOVERNING LAW, COMPETENT COURTS AND LANGUAGE
This Agreement is governed by and shall be construed in accordance with the laws of The Netherlands. All disputes between the parties under this agreement or in connection with this Agreement, including but not limited to non-payment, shall be decided by the competent court in The Netherlands.
This Agreement is written in the Dutch language. We do not guarantee the accuracy of any translated versions of this Agreement. Any translations are for your convenience only. To the extent that any translated versions of this Agreement conflicts with the Dutch language version, the Dutch language version of this Agreement shall control. You may view the Dutch language version by selecting the Dutch flag from the dropdown at the top of the page.
The parties declare that they have required that these Terms and all documents related hereto, either present or future, be drawn up in the English language only. Les parties déclarent par les présentes qu’elles exigent que cette entente et tous les documents y afferents, soit pour le present ou le future, soient rédigés en langue anglaise seulement.

9. CONTACT US
If you have any questions about these Terms and Conditions, you can contact us through:
⦁ Visit this page on the Website: https://whispp.com/contact/
⦁ Send us any email: ⦁ [email protected]