Loose Lips

These General Terms of Use ("General Terms"), along with any applicable Additional Terms (see section 1.2 below) and the Subscription and Cancellation terms (collectively "Terms") govern your use of our website, customer support, and services such as the Loose Lips app (collectively “Services”) and software that we include as part of the Services, as well as any applications, Sample Files and Content Files (defined below), scripts, source code, instruction sets, and related documentation (collectively “Software”). As discussed more in section 4 below, you retain all rights and ownership you have in your Content (defined below).

 

You must be 13 or older to register as an individual User of the Loose Lips app and of our Services. 

 

1. Your Agreement with Espiritu Technologies.

 

1.1 Choice of Law and Contracting Entity. Your relationship is with Espiritu Technologies, LLC, a United States Limited Liability Company, registered in the State of Delaware. Espiritu Technologies LLC does business as Humanimate ™, and owns the website at http://humanimate.us. The Terms are governed by the law of California, U.S.A. You may have additional rights under the law. We do not seek to limit those rights where it is prohibited to do so by law.

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1.2 Additional Terms. Our Services and Software are licensed, not sold, to you, and may also be subject to one or more of the additional terms below ("Additional Terms"). If there is any conflict between the terms in the General Terms and the Additional Terms, then the Additional Terms govern in relation to that Service or Software. The Additional Terms are subject to change.

 

2. Privacy.

 

2.1 Promotional newsletter. By signing up, you agree to receive our promotional newsletter at the email address used for your registration. You may opt out of receiving the newsletter at any time by clicking the "unsubscribe" link at the bottom of the email. 

 

2.2. Types of Information collected. When you register, you agree to allow Espiritu Technologies LLC to collect, store and analyze the following information about you, which are being collected for the reasons stated:

 

• Email address - this is your username, and how we contact you.

 

• Content of any customer support emails with you - This allows us to try resolve any issue you may be having. Your emails are confidential between you and us, and will never be shared. 

 

• Text transcriptions of your audio files - Our sole purpose for retaining the transcriptions is to continue to improve the accuracy and functionality of our system. We do not publish or disseminate your audio files or the transcripts generated. Whether or not your content may be obscene, offensive, defamatory or otherwise objectionable to someone else is of no concern to us. We don't care. Your content remains your content (see below).

 

• Your responses to our customer surveys - We collect information about you based on your answers to survey questions,

 

• Transaction history - We keep a record of every transaction, i.e. every purchase of credits, subscription plan, and every time you use the app. 

 

 

2.3 Our Access to Your Content. Where permitted by law, we will only access, view, or listen to your Content (defined in section 4.1 below) in limited ways. For example, in order to perform the Services, we may need to access, view, or listen to your Content to (a) respond to support requests; (b) detect, prevent, or otherwise address fraud, security, unlawful, or technical issues; and (c) enforce the Terms. Our automated systems may analyze your Content using techniques such as machine learning. This analysis may occur when the Content is sent, received, or stored. From this analysis, we are able to improve the Services.

 

3. Use of Services and Software.

 

3.1 License. Subject to your compliance with the Terms and the law, you may access and use the Services and Software.

 

3.2 Espiritu Technologies, LLC Intellectual Property. We (and our licensors) remain the sole owner of all right, title, and interest in the Services or Software. Except as stated in the Terms, we do not grant you any rights to patents, copyrights, trade secrets, trademarks, or any other rights in respect to the items in the Services or Software. We reserve all rights not granted under the Terms.

 

 

3.3 Sample Files. “Sample Files” means files that we provide such as "SampleSpeech.wav" and "SampleSpeech.csv" which are for demonstration purposes and intended to allow you to immediately utilize our app to see how it works. 

 

Sample Files cannot be used for any other purpose than for which they were provided. You cannot distribute Sample Files on a stand-alone basis (i.e., in circumstances in which the Sample Files constitute the primary value of the product being distributed), and you cannot claim any rights in the Sample Files.

 

 

4. Your Content.

 

4.1 Content. "Content" means any material, such as audio files, that you upload and import into the Services or Software in connection with your use of the Services.

 

4.2 Ownership. You retain all rights and ownership of your Content. We do not claim any ownership rights to your Content.

 

4.3 Licenses to Your Content in Order to Operate the Services and Software. We require certain licenses from you to your Content in order to operate and enable the Services and Software. When you upload Content to the Services and Software, you grant us a nonexclusive, worldwide, royalty-free, sublicensable, and transferable license to use your content only to the extent necessary to perform the Services. We will not reproduce, publicly display, distribute, modify or publicly perform your content. All such rights are reserved to you.  

 

4.4 Feedback. You have no obligation to provide us with ideas, suggestions, or proposals (“Feedback”). However, we do appreciate Feedback, which you may submit to us via the contact form provided at humanimate.us. If you submit Feedback to us however, then you grant us a non-exclusive, worldwide, royalty-free, sublicensable, and transferable license to make, use, sell, have made, offer to sell, import, reproduce, publicly display, distribute, modify, and publicly perform the Feedback.

 

5. Account Information.

 

You are responsible for all activity that occurs via your account. Please notify Customer Support via the "Contact" link at http://huumanimate.us immediately if you become aware of any unauthorized use of your account. You may not (a) Share your account information (except with an authorized account administrator); or (b) use another person’s account. Your account administrator may use your account information to manage your use and access to the Services and Software.

 

6. User Conduct.

 

6.1 Responsible Use. The Espiritu communities often consist of users who expect a certain degree of courtesy and professionalism. You must use the Services and Software responsibly.

 

6.2 Misuse. You must not misuse the Services or Software. For example, you must not:

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• copy, modify, host, stream, sublicense, or resell the Services or Software;

 

• enable or allow others to use the Services or Software using your account information;

 

• use the Software to construct any kind of database;

 

• access or attempt to access the Services or Software by any means other than the interface we provide or authorize;

 

• circumvent any access or use restrictions put into place to prevent certain uses of the Services or Software;

 

• share Content, or engage in behavior that violates anyone’s intellectual property rights (“Intellectual Property Rights” means copyright, moral rights, trademark, trade dress, patent, trade secret, unfair competition, right of privacy, right of publicity, and any other proprietary rights);

 

• impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;

 

• attempt to disable, impair, or destroy the Services and Software;

 

• upload, transmit, store, or make available any Content or code that contains any viruses, malicious code, malware, or any components designed to harm or limit the functionality of the Services or Software;

 

• disrupt, interfere with, or inhibit any other user from using the Services or Software (such as stalking, intimidating, or harassing others, inciting others to commit violence, or harming minors in any way);

 

• engage in chain letters, junk mails, pyramid schemes, phishing, spamming, or other unsolicited messages;

 

• place an advertisement of any products or services in the Services except with our prior written approval;

 

• use any data mining or similar data gathering and extraction methods in connection with the Services; or

 

• violate applicable law (including, but not limited to, where applicable, COPPA).

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6.3 One Free Trial Per Person / Company. For a limited time, we offer a Free Trial which consists of our giving you 60 credits after completing our animator survey. Limit - one free trial per person or per company. Using multiple email accounts to obtain more than one Free Trial, either for yourself as an individual user, or for other animators at your company, constitutes a breach of this agreement. A reasonable suspicion that multiple emails are being used to obtain multiple Free Trials will entitle us to suspend your account pending resolution of the matter.

 

7. Fees and Payment.

 

7.1 Payment Portal. Your purchases of credits and/or subscriptions to use our Services are transacted on our website through our agreement with Wix, which utilizes Stripe, the online payment processing platform. For more information about Wix payment processing, visit , and for more information regarding Stripe, visit http://stripe.com

 

7.2 Taxes and Third-Party Fees. You must pay any applicable taxes and third-party fees (including, for example, telephone toll charges, mobile carrier fees, ISP charges, data plan charges, credit card fees, foreign exchange fees, and foreign transaction fees). We are not responsible for these fees. Contact your financial institution with questions about fees. We may take steps to collect the fees you owe us. You are responsible for all related collection costs and expenses. If you are located in a different country from Espiritu Technologies, LLC, your payments will be made to a foreign entity.

 

7.2 Credit Card Information. We do not store your credit card information. Rather, your credit card information is stored at Stripe. If youu do not notify us of updates to your payment method, to avoid interruption of your service, we may participate in programs supported by your card provider to try to update your payment information. You authorize us to continue billing your account with the updated information that we obtain.

 

8. Your Warranty and Indemnification Obligations.

 

8.1 Warranty. By uploading your Content to the Services or Software, you agree that you have: (a) all necessary licenses and permissions to use and Share your Content; and (b) the rights necessary to grant the licenses in the Terms. 

 

8.2 Indemnification. You will indemnify us and our subsidiaries, affiliates, officers, agents, employees, partners, and licensors from any claim, demand, loss, or damage, including reasonable attorneys’ fees, arising out of or related to your Content, your use of the Services or Software, or your violation of the Terms.

 

9. Disclaimers of Warranties.

 

9.1 As is. Unless stated in the Additional Terms, the Services and Software are provided “AS-IS.” To the maximum extent permitted by law, we disclaim all warranties, express or implied, including the implied warranties of non-infringement, merchantability, and fitness for a particular purpose. We make no commitments about the content within the Services. We further disclaim any warranty that (a) the Services or Software will meet your requirements or will be constantly available, uninterrupted, timely, secure, or error-free; (b) the results obtained from the use of the Services or Software will be effective, accurate, or reliable; (c) the quality of the Services or Software will meet your expectations; or (d) any errors or defects in the Services or Software will be corrected.

 

9.2 No liability for your actions. We specifically disclaim all liability for any actions resulting from your use of any Services or Software. You may use and access the Services or Software at your own discretion and risk, and you are solely responsible for any damage to your computer system or loss of data that results from the use of and access to any Service or Software.

 

10. Limitation of Liability.

 

10.1 Unless stated in the Additional Terms, we are not liable to you or anyone else for any loss of use, data, goodwill, or profits, whatsoever, and any special, incidental, indirect, consequential, or punitive damages whatsoever, regardless of cause (even if we have been advised of the possibility of the loss or damages), including losses and damages (a) resulting from loss of use, data, or profits, whether or not foreseeable; (b) based on any theory of liability, including breach of contract or warranty, negligence or other tortious action; or (c) arising from any other claim arising out of or in connection with your use of or access to the Services or Software. Nothing in the Terms limits or excludes our liability for gross negligence, for our, or our employees’, intentional misconduct, or for death or personal injury.

 

10.2 Our total liability in any matter arising out of or related to the Terms is limited to US $100 or the aggregate amount that you paid for access to the Service and Software during the three-month period preceding the event giving rise to the liability, whichever is larger. This limitation will apply regardless of the form or source of claim or loss, whether the claim or loss was foreseeable, and whether a party has been advised of the possibility of the claim or loss.

 

10.3 The limitations and exclusions in this section 10 apply to the maximum extent permitted by law.

 

11. Termination.

 

11.1 Termination by You. You may stop using the Services and Software at any time. Termination of your account does not relieve you of any obligation to pay any outstanding fees.

 

11.2 Termination by Us. If we terminate the Terms, or your use of the Service(s) for reasons other than for cause, we will make reasonable efforts to notify you at least 30 days prior to termination via the email address you provide to us with instructions on how to retrieve your Content. Unless stated in any Additional Terms, we may, at any time, terminate your right to use and access the Services or Software if:

 

• (a) you breach any provision of the Terms (or act in a manner that clearly shows you do not intend to, or are unable to, comply with the Terms);

 

• (b) you fail to make the timely payment of fees for the Services or Software, if any;

 

• (c) you materially breach any provision of the Terms, and (i) the breach cannot be corrected; or (ii) we notify you of the breach and you fail to correct it within 14 days of the notice;

 

• (d) you physically, verbally, or through other means abuse, threaten, bully, or harass us or our personnel (in such circumstances, we may alternatively suspend or restrict your access to the Services or Software);

 

• (e) you have repeatedly made complaints in bad faith or without a reasonable basis, and continue to do so after we have asked you to stop (in such circumstances, we may alternatively suspend or restrict your access to the Services or Software);

 

• (f) we are required to do so by law (for example, where the provision of the Services or Software to you is, or becomes, unlawful);

 

• (g) we elect to discontinue the Services or Software, in whole or in part (such as if it becomes impractical for us to continue offering Services in your region due to change of law); or

 

• (h) there has been an extended period of inactivity in your free account.

 

11.3 Survival. Upon the expiration or termination of the Terms, some or all of the Services and Software may cease to operate without prior notice. Any perpetual licenses you have will continue in full force and effect, however. Your indemnification obligations, our warranty disclaimers or limitations of liabilities, and dispute resolution provisions stated in the Terms will survive. 

 

12. Investigations.

 

12.1 Screening. We do not review content uploaded to the Services or Software. We are not responsible for any damage or liability that may result from your content that you upload, whether arising from copyright infringement, defamation, obscenity, true threats, or any other reason. Your content is your content. 

 

12.2 Disclosure. We may access or disclose information about you or your use of the Services or Software: (a) when it is required by law (such as when we receive a valid subpoena or search warrant); (b) to respond to your requests for customer service support; or (c) when we, in our discretion, think it is necessary to protect the rights, property, or personal safety of us, our users, or the public.

 

13. Trade Control Laws.

 

The Services or Software and your use of the Services and Software, are subject to U.S. and international laws, restrictions, and regulations that may govern the import, export, and use of the Services and Software. You agree to comply with all the laws, restrictions, and regulations.

 

14. Australian Consumer Law. 

 

Nothing in the Terms is intended to exclude, restrict, or modify any consumer rights under the Competition and Consumer Act 2010 (Cth) (CCA) or any other legislation which may not be excluded, restricted, or modified by agreement. If the CCA or any other legislation implies a condition, warranty, or term into the Terms or provides statutory guarantees in connection with the Terms, in respect of goods or services supplied (if any), our liability for breach of such a condition, warranty, other term or guarantee is limited (at our election), to the extent it is able to do so: (a) in the case of supply of goods, us doing any one or more of the following: (i) replacing the goods or supplying equivalent goods; (ii) repairing the goods; (iii) paying the cost of replacing the goods or of acquiring equivalent goods; and (iv) paying the cost of having the goods repaired; or (b) in the case of supply of services, our doing either or both of the following: (i) supplying the services again; and (ii) paying the cost of having the services supplied again.

 

15. Dispute Resolution.

 

15.1 Process. If you have any concern or dispute, you agree to first try to resolve the dispute informally by contacting us. If a dispute is not resolved within 30 days of submission, any resulting legal actions must be resolved through final and binding arbitration, except that you may assert claims in small claims court if your claims qualify.

 

15.2 Rules. JAMS will administer the arbitration in Los Angeles County, California pursuant to its Comprehensive Arbitration Rules and Procedures.

 

15.3 No Class Actions. You may only resolve disputes with us on an individual basis, and you may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action.

 

15.4 Injunctive Relief. Notwithstanding the foregoing, in the event of your or others’ unauthorized access to or use of the Services or Software in violation of the Terms, you agree that we are entitled to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

 

16. Audit Rights.

 

If you are a business, company, or organization, then we may, no more than once every 12 months, upon seven 7 days’ prior notice to you, appoint our personnel or an independent third-party auditor who is obliged to maintain confidentiality to inspect (including manual inspection, electronic methods, or both) your records, systems, and facilities to verify that your installation and use of any and all Services or Software is in conformity with its valid licenses from us. Additionally, you will provide us with all records and information requested by us within 30 days of our request in order for us to verify that the installation and use of any and all Services and Software is in conformity with your valid licenses. If the verification discloses a shortfall in licenses for the Services or Software, you will immediately acquire any necessary licenses, subscriptions, and applicable back maintenance and support. If the underpaid fees exceed 5% of the value of the payable license fees, then you will also pay for our reasonable cost of conducting the verification.

 

17. Updates and Availability.

 

17.1. Updates to the General Terms and Additional Terms. We may modify these General Terms, any Additional Terms or Subscription and Cancellation terms, for example, to reflect changes to the law or changes to our Services or Software. You should look at the Terms regularly. We will post notice of modifications to these General Terms and Additional Terms on http://humanimate.us/TOS. By continuing to use or access the Services or Software after the revisions are in effect, you agree to be bound by the revised Terms.

 

17.2. Updates to the Services and Software. We may modify, update, or discontinue the Services or Software (including any portions or features) at any time, without liability to you or anyone else. However, for changes to paid offerings, we will make reasonable efforts to notify you of the modification, update or discontinuation. If we discontinue the Services or Software in its entirety, we will also allow you a reasonable time to download your Content and we may provide you with a pro rata refund for any unused fees for that Service or Software that you prepaid.

 

17.3. Availability. Webpages describing the Services are accessible worldwide, but this does not mean all Services or service features are available in your country. Access to certain Services (or certain Service features, Sample Files or Configuration Files) in certain countries may be blocked by us or foreign governments. It is your responsibility to make sure your use of the Services is legal or available where you use them. Services are not available in all languages.

 

18. No Modifications, Reverse Engineering.

 

Except as expressly permitted in the Terms, you may not (a) modify, port, adapt or translate any portion of the Services or Software; or (b) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or any portion of any Service or Software.  If the laws of your jurisdiction give you the right to decompile the Software to obtain information necessary to render the licensed portions of the Services or Software interoperable with other software, you must first request such information from us.  We may, in our discretion, either provide such information to you or impose reasonable conditions, including a reasonable fee, on your decompilation of the Services or Software to ensure that our and our suppliers’ proprietary rights in the Services and Software are protected.

 

19. Miscellaneous.

 

19.1 English Version. Until further notice, these terms of service are only available in English.

 

19.2 Notice to Espiritu. You may send notices to us via the contact form at http.humanimate.us/contact.

 

19.3 Notice to You. We may notify you by email, using the email address that you provided during your registration.

 

19.4 Non-Assignment. You may not assign or otherwise transfer the Terms or your rights and obligations under the Terms, in whole or in part, without our written consent, and any such attempt will be void. We may transfer our rights under the Terms to a third party.

 

19.5 Headings. Headings used in these General Terms or Additional Terms are provided for convenience only and will not be used to construe meaning or intent.

 

19.6 Severability. If any provision of these General Terms or any Additional Terms is held invalid or unenforceable for any reason, the General Terms and any Additional Terms will continue in full force and effect. 

 

19.7 No Waiver. Our failure to enforce or exercise any provision of the Terms is not a waiver of that provision.

 

20. DMCA.

 

We respect the Intellectual Property Rights of others and we expect our users to do the same. We will respond to clear notices of copyright infringement consistent with the Digital Millennium Copyright Act (“DMCA”).

 

Espiritu Technologies, LLC