WHISPP VOICE CONTRIBUTION TERMS
(1) 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”);
(2) THE CONTRIBUTOR
A. WHISPP is the developer of new speech technology 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”);
B. 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”);
C. 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:
CONTRIBUTOR 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. WHISPP agrees to indemnify and hold CONTRIBUTOR harmless from any and all claims brought by any third party relating to any aspect of the Services rendered under the Assignment, including, but without limitation, any and all demands, liabilities, losses, costs and claims, including attorney’s fees, arising out of injury caused by WHISPP’s products/services, material supplied by WHISPP and copyright infringement by 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 knowingly 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.
Either party shall be liable towards the other party for 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 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, or that of its employees, agents or subcontractors.
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 the amount of the Fee and shall under no circumstances exceed the amount of any existing insurance coverage, less the deductible.
The Agreement includes processing of personal data relating the CONTRIBUTOR. The processing of personal data is necessary for the performance of the Agreement and the legitimate interests of WHISPP. Therefore, the General Data Protection Regulation (hereinafter: ‘’GDPR’’) will be applicable. WHISPP shall act in accordance with the rights and obligations under the GDPR. WHISPP is considered controller regarding the processing of personal data.
The categories of personal data processed by the 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 these categories are considered ‘regular’ data and some are considered ‘sensitive’ data. As some categories, like the contribution of the biometric data (being the CONTRIBUTOR’S voice), require specific conditions, CONTRIBUTOR and WHISPP agree to the following and in line with the rights and obligations under the GDPR.
WHISPP will only process the categories of personal data – not being sensitive data as defined by the GDPR – for the purposes set out in the Agreement. By contracting WHISPP, the legal obligations of WHISPP and/or CONTRIBUTOR and to the extent necessary or permitted by law are covered by this Agreement as well as the rights and obligations as defined by the GDPR for the processing of data. The Privacy Statement of WHISPP will be attached to this Agreement to offer further explanation on the processing of data and the rights and obligations of either CONTRIBUTOR as WHISPP.
Regarding the biometric data, WHISPP hereby requests explicit consent for the processing of this data, as this is mandatory for this type of data under the GDPR. Consent will be given by the signing of the Agreement and can, at any point in time, be withdrawn by the CONTRIBUTOR, at which time WHISPP will delete the data as soon as possible. Regarding any other data, WHISPP will process this data for the execution of this Agreement and its legal or contractual obligations.
The CONTRIBUTOR may contact WHISPP to exercise any of the rights the CONTRIBUTOR are granted by chapter 3 of the General Data Protection Regulation. The CONTRIBUTOR can make a complaint about the way WHISPP process his/her personal information to the Dutch supervisory authority, Autoriteit Persoonsgegevens.
WHISPP ensures that appropriate security measures are taken to protect the processing of personal data relating the WHISPP.WHISPP refers to the Privacy Statement which has been attached to this Agreement.
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 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 and that any and all intellectual property rights created under this Agreement will inure to the benefit of WHISPP. CONTRIBUTOR agrees that all copyrights and rights to exploit, use or reproduce any work and any other intellectual property created in the rendering of the Services, now or in the future shall be the intellectual property of WHISPP, and CONTRIBUTOR shall sign any documentation that may be required in the future to assign such copyrights and other intellectual property rights to WHISPP.
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.
The parties’ obligations under articles PRIVACY, INTELLECTUAL PROPERTY and CONFIDENTIALITY will survive the expiration or termination 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.
In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement, the prevailing party shall be entitled to recover its actual reasonable attorney’s fees and reasonable associated costs, including expert witness fees.
This Agreement, agreements ancillary to this Agreement, and related documents entered into in connection with this Agreement are signed when a party’s signature is delivered by facsimile, email, or other electronic medium. These signatures must be treated in all respects as having the same force and effect as original signatures.
7. GOVERNING LAW AND COMPETENT COURTS
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