INTRODUCTION

This Agreement between You and Whisper Audio ("Us", "We") consists of these Virtual Presenter ("VP") Standard Terms and Conditions ("Terms and Conditions") and the VP Plan (the "Plan") at http://www.virtualpresenter.com/buy.htm. "You" means any entity identified in an enrollment form submitted by the same or authorized persons. Please read very carefully these Terms and Conditions and the Plan. The VP Software is described in the Plan. The Software includes user guides, associated software components, and other media, printed materials other than the user guides, and "online" or electronic documentation ("Software"). By using the Software, you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, do not use the Software. The Software is licensed to you, not sold, and is licensed exclusively to you and is not transferrable to any third party. This agreement shall remain in effect for the period described in the order submitted by You to Whisper Audio, of even date hereof ("Initial Term"). On expiration of this initial term, Whisper Audio may, at Our sole discretion, extend to You an option to renew this Agreement (and any amendments or modifications made by Whisper Audio) for an additional period ("Renewal Term", and together with the Initial Term, the "Term"), which You may accept or reject in writing. Alternatively, You may request a new license. Whisper Audio reserves the right to deny any such request, in its sole discretion. Whisper Audio may limit you to a maximum number of VP appearances ("Stream Capacity") dependant upon your Plan. Whisper Audio may modify the Stream Capacity from time to time at its sole discretion.

GRANT OF LICENSE

You are hereby granted a non-exclusive, non-transferable license for Term to use the Software, subject to the terms and conditions herein. Except as set forth herein, all rights are reserved. Whisper Audio owns the Software. This Software is protected by copyright, and intellectual property laws, both foreign and domestic. You may utilize the Software (for example, to design a VP) solely on the single unified resource locator address ("URL") http://www.virtualpresenter.com.

VP PLAN

You are solely responsible for knowing the contents of the Plan. You recognise and agree that in order for Whisper Audio to (among other things) maintain the integrity and dynamic nature of the Software, your participation is subject to the Plan, which is incorporated into these Terms and Conditions by reference and may be modified by Whisper Audio at any time to reflect changes in how Whisper Audio makes the Software generally commercially available.

VP CONTENT

You are solely responsible for the legality of the "Content" you make accessible via the Software, including but not limited to the "Messages" (the text voiced by your VP(s)), and any visual material contained within your own "Background(s)". Whisper Audio is not responsible for your Content.

PROHIBITED USES

Whisper Audio prohibits using the Software or any technology: (i) to generate fraudulent impressions of Users's VP(s) or third-party VP(s), including but not limited to using robots or other automated query tools and/or computer generated requests; (ii) to advertise substances, services, products or materials that are illegal in any state or country where your VP is displayed; (iii) in any way that violates any policy posted on any Whisper Audio Property, as revised from time to time; or (iv) to engage in any illegal or fraudulent business practice under the laws of any state or country where your VP is displayed; (v) to reverse engineer, de-compile, or disassemble the Software; (vi) to sell, rent, lease, or lend the username and/or passwords assigned to you to any third party; (vi) to perform any unauthorized transfer of information (including but not limited to the transfer of files in violation of a copyright); (vii) to reproduce any part of the Software, including without limitation, graphical representations or photographic images; (viii) to display, publish or submit any abusive, obscene, defamatory, inaccurate, infringing, or threatening content; (ix) to display, publish or submit any content that violates any US Federal, State, or Local Law; (x) to assist any other person or entity to violate any law in any state or country; (x) to send bulk email ("spamming"); (xi) to publicise pornography and/or sex-related media. Violation of these prohibition policies may result in immediate termination of this Agreement without notice, and may subject you to penalties and other legal consequences.

RESOURCES

Any User that exceeds their Stream Capacity will be given an option of either upgrading their Plan or reducing the streams used to a permissable level.

TERMINATION

You may terminate this Agreement by notifying us at any time by email to: support@whisperaudio.com, or by letter addressed to: Whisper Audio, 9 Somerset Road, Bristol, BS4 2HT. Termination shall be effective solely at our discretion, either immediately, or as of the end of the annual period in which we receive such notice. The Annual Service Fee for that period in which we receive your termination notice is non-refundable. You shall remain liable for all fees incurred or accrued by you up to the date of termination. We may terminate this Agreement at any time, for our convenience, without liability to you or any third party. Such termination will be effective on the date of your actual receipt of such notice or three (3) days after sending termination notice to the email address you supply to us, whichever is sooner. Upon expiration or termination for any reason, you are no longer authorized to use the Service and you will no longer have access to the Content on the Website. Whisper Audio may delete any such Content in its sole discretion.

NO WARRANTY

WHISPER AUDIO MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO VP AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE.

LIMITATION OF LIABILITY, FORCE MAJEURE

EXCEPT FOR ANY INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND (ii) WHISPER AUDIO'S AGGREGATE LIABILITY TO USER UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE AMOUNT PAID TO WHISPER AUDIO BY USER FOR THE LICENSE GIVING RISE TO THE CLAIM. Each party acknowledges that the other party has entered into this Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties. Without limiting the foregoing and except for payment obligations, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, and power failures.

PAYMENT

You agree to pay all applicable charges under this Agreement, including any applicable taxes or charges imposed by any government entity, and that Whisper Audio may change its pricing at any time, as reflected in the Plan. If You dispute any charge made under the Plan, You must notify Whisper Audio in writing within sixty (60) days of any such charge; failure to so notify Whisper Audio shall result in the waiver by You of any claim relating to any such disputed charge. Charges shall be calculated solely based on invoicing records maintained by Whisper Audio for purposes of billing. No other measurements or statistics of any kind shall be accepted by Whisper Audio or have any effect under this Agreement.

REPRESENTATIONS AND WARRANTIES

You warrant that: (a) you will comply with all applicable laws, statutes, ordinances and regulations regarding your use of the Software; (b) you have the full right and authority to use any Content as provided herein and agree to indemnify and hold harmless Whisper Audio from any and all expenses, suits, judgments, damages and related costs and fees arising out of your actions, omissions, negligence or otherwise under this Agreement.; (c) all factual assertions that you have made and will make to us are true and complete; (d) you are of legal age and have every right to contract in your own name in this matter.; (e) the Content does not, and you will not use the software to, infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy or moral rights; (f); the Content does not and will not contain any viruses or other programming routines that detrimentally interfere with computer systems or data; and (g) you shall be responsible for paying all third parties, if any, due any compensation in respect of the exploitation of the Software.

NOTIFICATIONS OF INFRINGEMENT. Upon receipt of notice, we will terminate any User's account, claimed to be infringing or claimed to be the subject of infringing activity. Notwithstanding anything contained in this Agreement or in our "Privacy Policy", you expressly consent to our disclosure of your personally identifiable and all other personal information in the event that your Content is the subject matter of any such infringement claim.

DISCLAIMER OF CERTAIN WARRANTIES AND LIMITATION OF CERTAIN DAMAGES. You acknowledge that availability of the Software is subject to many factors outside of Whisper Audio's control, including the availability of connection services to and within the Internet and to other network functions within and around the Internet, and to equipment that, by its nature, is not fault-free. As a result, Whisper Audio cannot warrant that the Software will be secure or be continuously available. The Software is provided on an "as is" and "as and when available" basis to users. You use the Software at your own risk. Whisper Audio makes considerable efforts to make the Software as reliable as possible but no warranty or fitness is implied. Neither Whisper Audio nor any of its officers, directors, shareholders, employees, affiliates, agents, third party content providers, sponsors, licensers, or the like, makes any representation or warranty or condition, either express or implied, to you: · that the Software will be uninterrupted or error-free; · that the Software or the computer server from which the Software is made available, are free of viruses or other harmful components; · regarding the timeliness, completeness, legality, reliability, or quality of any VP provided through the Software . Whisper Audio makes and you receive, no representations, warranties or conditions, express or implied, statutory or otherwise with respect to the Software , its content, merchandise, services, documents, information, items or materials provided by Whisper Audio in connection with the use of the Software , including without limitation no representations, warranties or conditions of merchantability, suitability, fitness for a particular purpose, non-infringement of proprietary rights or otherwise. No oral advice or written information given by Whisper Audio or its affiliates, or any of its officers, directors, employees, agents, providers, merchants, sponsors, licensers, or the like, will create a representation, a warranty or condition nor should you rely on any such information or advice. We will not be liable for any indirect, exemplary, special, consequential, or incidental damages, arising from or relating to this agreement. Notwithstanding anything to the contrary, our maximum liability to you or any third party pursuant to this agreement will not exceed the amounts paid by you to Whisper Audio hereunder. In jurisdictions that do not allow the exclusion or disclaimer of certain warranties, the above exclusion may not apply to you.

INDEMNIFICATION

You agree to indemnify and hold Whisper Audio harmless for any claims, damages, proceedings, losses, costs and/or expenses (including attorneys fees and expenses) arising in connection with your breach of this agreement or any act or omission on your part in using the Software. Whisper Audio shall not be required to indemnify or hold you or any third party harmless in connection with this Agreement or the Software.

COPYRIGHT

The Software is protected by copyright law and international treaty. You acknowledge that no title to the intellectual property in the Software is transferred to you. You further acknowledge that title and full ownership rights to the Software remains the exclusive property of Whisper Audio and you will not acquire any rights to the Software except as expressly set forth in this license.

GENERAL PROVISIONS

The invalidity of any provision of this license agreement as determined by a court of competent jurisdiction shall in no way invalidate any other provision hereof. This agreement will be governed and interpreted in accordance with the laws of England. Disputes arising here from shall be exclusively subject to the jurisdiction of the courts of England. Nothing herein shall be construed to create an employer-employee relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement that reasonably would contradict anything in this Section. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and replaces and supersedes all other agreements or understanding, whether written or oral. Except as set forth above, no amendment, extension, or change of the Agreement shall be binding unless it is in writing and signed by all of the parties hereto. Failure of Whisper Audio to enforce its rights pursuant to this Agreement shall not constitute a waiver of such rights, and shall not prejudice Whisper Audio in any later enforcement of its rights or rights to seek damages therefrom.

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