Your use of the Kirusa Channels and InstaVoice App services, including the websites https://channels.kirusa.com/, instavoice.com and other related websites; access to Kirusa Channels and App features using web, IVR, SMS, email, USSD, smartphone client or any other mode, hereinafter referred to as the ("Services"), will be governed by the following terms and conditions. The Services are currently being provided by Kirusa Inc. ("Kirusa"). The Services allows You to record any voice, text or image message and communicate with other InstaVoice users or post and receive voice, text or image messages on Your InstaVoice account or upload and share it through online social networking platforms or websites that focus on building and reflecting social networks or social relations among people ("Social Networks"). The Services also allow you to send and receive messages ("Messages"). The use of the term "You" shall mean any natural or legal persons who has agreed to become a user of the Services.
The Services may include advertisements, which may be targeted to the Content or information on the Services, queries made through the Services, or other information. The types and extent of advertising by InstaVoice on the Services are subject to change. In consideration for Kirusa granting you access to and use of the Services, you agree that Kirsua and its third party providers and partners may place such advertising on the Services or in connection with the display of Content or information from the Services whether submitted by You or others.1. Acceptance
1.3. Although Kirusa may, without any obligation, attempt to notify you, when major changes are made to these Terms, You are responsible for periodically reviewing any changes which may be made to the Terms. Kirusa may, in its sole discretion, modify or revise these Terms at any time, once the updated Terms are released on Kirusa's website at https://channels.kirusa.com/ or http://www.instavoice.com, the updated Terms will effectively replace all original and previous Terms and you shall be deemed to have been notified of the updated Terms and you agree to be bound by such modifications or revisions.2. Use of the Services
2.1. In order to access some features related to the Services, such as allowing people to recognize your voice snippets, you may be required to provide/ share information about yourself. You agree that any information provided by You to Kirusa will always be accurate, correct and up to date.
2.2. Kirusa gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the InstaVoice applications that is provided to you by Kirusa as part of the Services. This license is for the sole purpose of enabling You to use and enjoy the benefit of the Services as provided by Kirusa, in the manner permitted by these Terms.
2.3. Unless specifically permitted, You may never use someone else's account as this will be considered as illegal and unauthorized.
2.4. You are responsible for safeguarding the password that You use to access the Services and for any activities or actions under Your password. Kirusa encourages You to use "strong" passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with Your account. Kirusa cannot and will not be liable for any loss or damage arising from Your failure to comply with the above requirements. In case of any breach of security or unauthorized use of Your account You must notify Kirusa immediately.
2.6. You may not do any of the following while accessing or using the Services:
(i) not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of Kirusa's systems or networks or any systems connected to Kirusa
(ii) You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Kirusa, InstaVoice or the Social Networks' website or any transaction being conducted on the Kirusa, InstaVoice or the Social Networks' website, or with any other person's use of the Kirusa or the Social Networks' website;
(iii) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
(iv) access or search or attempt to access or search the Services by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by Kirusa (and only pursuant to those terms and conditions), unless You have been specifically allowed to do so in a separate agreement with Kirusa. Any unauthorized use is expressly prohibited;
(v) to use the Services to send altered, deceptive or false source-identifying information;
(vi) to deploy any software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource; or contains any Trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, diminish value of, surreptitiously intercept or expropriate any system, data or personal information;
(vii) forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Services to send altered, deceptive or false source-identifying information; or
(viii) interfere with, or disrupt, (or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Services, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Services.
2.7. Unless You have been specifically permitted to do so in a separate agreement with Kirusa, You agree that You will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.
2.9. All right, title, and interest in and to the Services (excluding Content provided by users) are and will remain the exclusive property of Kirusa and its licensors. The Services are protected by copyright, trademark, and other laws of both the United States of America and foreign countries. Nothing in the Terms gives You a right to use Kirusa's name or any of the Kirusa's trademarks, logos, domain names, and other distinctive brand features. Any feedback, comments, or suggestions You may provide regarding Kirusa, or the Services is entirely voluntary and Kirusa will be free to use such feedback, comments or suggestions as Kirusa see fit and without any obligation to You.3. Speech Data and Data
3.1. In accepting the terms hereunder, you acknowledge, consent and agree that Kirusa may collect the Speech Data (as defined below) as part of the Service and that such information shall only be used by Kirusa or third parties acting under the direction of Kirusa, pursuant to confidentiality agreements, to tune, enhance and improve the Service, and other Kirusa services and products including without limitation the use of Speech Data for manual or automatic transcription of voice messages for improving transcription services through Kirusa or a third party transcription technology. Kirusa will not use the information elements in any Speech Data for any purpose except as set forth above. "Speech Data" means the audio files, associated text and transcriptions and log files provided by you hereunder or generated in connection with the Service. Any and all Speech Data that you provide will remain confidential and may be disclosed by Kirusa, if so required, to meet legal or regulatory requirements, such as under a court order or to a government institution if required or authorised by law, or in the event of a sale, merger or acquisition to another entity by Kirusa.
3.2. You acknowledge, consent and agree that Kirusa may collect Device Usage Data, as defined below, as part of the Service. Device Usage Data is used to help Kirusa provide enhanced service to you. Data is considered non-personal information, as Data is in a form that does not permit direct association with any specific individual. "Data" means information, other than Speech Data, collected by Kirusa pertaining to your use of the Device with the Service.
3.3. You understand that through your use of the Service you consent to the collection and use as set forth herein of Speech Data, including the transfer of both to the United States and/or other countries for storage, processing and use by Kirusa and third party partners.
4.1. You will not send or otherwise use the Services for unauthorized commercial communications.
4.2. You will not collect users' content or information, or otherwise access the Services, using automated means (such as harvesting bots, robots, spiders, or scrapers) without Kirusa's prior permission.
4.3. You will not engage in unlawful multi-level marketing, such as a pyramid scheme through the Services.
4.4. You will not upload viruses or other malicious code.
4.5. You will not solicit login information or access an account belonging to someone else.
4.6. You will not intimidate, harass or otherwise bother any user.
4.7. You will not impersonate another person or entity,
4.8. You will not harm minors in any way and violate any law for the time being in force.
4.9. You shall not host, display, upload, modify, publish, transmit, update or share any information which is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, pedophilic, libelous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering, or otherwise unlawful in any manner whatever; or unlawfully threatening or unlawfully harassing including but not limited to "indecent representation of women".
4.10. You will not promote an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files.
4.11. You will not provide material that exploits people in a sexual, violent or otherwise inappropriate manner or solicits personal information from anyone.
4.12. You will not provide instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses.
4.13. You will not solicit gambling or engages in any gambling activity which is or could be construed as being illegal;
4.14. You will not infringe any patent, trademark, copyright or other proprietary rights or third party's trade secrets or rights of publicity or privacy or shall not be fraudulent or involve the sale of counterfeit or stolen items.
4.15. You will not violate any law for the time being in force.
4.16. You will not threatens the unity, integrity, defense, security or sovereignty of United States of America, Ghana, Nigeria, Rwanda, Tanzania, India, and other countries in which Services are provided and friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offense or prevents investigation of any offense or is insulting any other nation.
4.17. You will not develop or operate a third party application containing, or advertise or otherwise market alcohol-related or other mature content without appropriate age-based restrictions.
4.18. You will not offer any contest, giveaway, or sweepstakes or other such promotional activities through the Services without Kirusa's prior written consent. If Kirusa consents, You take full responsibility for the promotion, and will follow our directions and all applicable laws.
4.19. You will not use the Services to do anything unlawful, misleading, malicious, or discriminatory.
4.20. You may use the Services only if You can form a binding contract with Kirusa and are not a person barred from receiving Services under the laws of the United States of America or any other applicable jurisdiction. You may use the Services only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations.5. Content on the Services
5.1. The content of all Services and comments, whether publicly posted or privately transmitted, is the sole responsibility of the person who created such snippets or comment using the Services (hereinafter referred as the "Content"). Kirusa is, in no manner whatsoever, responsible for monitoring or controlling the same and is in no way liable for such Content.
5.2. Kirusa reserves the right at all times (but will not have an obligation) to remove or refuse to distribute any Content on the Services and to terminate users without prior notice or assigning any reasons whatsoever and is under no obligation to obtain prior consent from You for such acts. Kirusa also reserves the right to access, read, preserve, and disclose any information as Kirusa reasonably believes is necessary to
(i) satisfy any applicable law, regulation, legal process or governmental request,
(ii) enforce the Terms, including investigation of potential violations hereof,
(iii) detect, prevent, or otherwise address fraud, security or technical issues,
(iv) respond to user support requests, or
(v) protect the rights, property or safety of the Services, its users and the public.
5.3. You are solely responsible for any use of or reliance on any materials created using the Services or obtained by You through the Services. You understand that by using the Services, You may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive.
5.4. Kirusa does not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted through the Services.
5.5. Under no circumstances will Kirusa be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available using the Services.
5.6. You retain Your rights to any Content You submit, post or display on or through the Services. By submitting, posting or displaying Content on or through the Services, You grant us a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute such Content in any and all media or distribution methods (now known or later developed). You agree that this license includes the right for Kirusa to provide, promote, and improve the Services and to make Content submitted to or through the Services available to other companies, organizations or individuals who partner with Kirusa for the syndication, broadcast, distribution or publication of such Content on other media and services, subject to our terms and conditions for such Content use.
5.7. Such additional uses by Kirusa, or other companies, organizations or individuals who partner with Kirusa, may be made with no compensation paid to You with respect to the Content that You submit, post, transmit or otherwise make available through the Services.
5.8. We may modify or adapt Your Content in order to transmit, display or distribute it over computer networks and in various media and/or make changes to Your Content as are necessary to conform and adapt that Content to any requirements or limitations of any networks, devices, services or media.
5.9. You are responsible for Your use of the Services, for any Content You provide, and for any consequences thereof, including the use of Your Content by other users and our third party partners. You understand that your Content may be syndicated, broadcast, distributed, or published by our partners and if You do not have the right to submit Content for such use, it may subject you to liability. Kirusa will not be responsible or liable for any use of Your Content by Kirusa in accordance with these Terms. You represent and warrant that You have all the rights, power and authority necessary to grant the rights granted herein to any Content that you submit.6. Intellectual Property Rights
6.1. Kirusa respects the intellectual property rights of others and expects users of the Services to do the same.The following link provides a list of the patents used in the Services and is intended to serve as notice under 35 U.S.C. § 287(a). Patents: https://www.kirusa.com/resources-and-more/patents.
6.2. Kirusa will respond to notices of alleged copyright infringement that comply with applicable law and are promptly and properly provided to Kirusa. If You have a reason to believe that Your Content has been copied in a way that constitutes copyright infringement, please provide us with the following information:
(i) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf;
(ii) identification of the copyrighted work claimed to have been infringed;
(iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
(iv) Your contact information, including Your address, telephone number and an email address;
(v) a statement by You that You have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and that You are authorized to act on behalf of the copyright owner.
We have the right to remove the Content alleged to be infringing without prior notice, at our sole discretion, and without liability to you.
6.3. Our designated copyright agent for notice of alleged copyright infringement appearing on the Services is:Kirusa Inc.
You hereby assign exclusive digital distribution rights for your voice, text, picture, and video messages, to Kirusa and to Kirusa Affiliate Companies for a period of five (5) years.
The digital distribution rights assigned to Kirusa and Kirusa Affiliate Companies are for worldwide distribution through Kirusa's services, web sites, and mobile applications, including but not limited to InstaVoice, Kirusa Channels, and InstaVoice Celeb. Kirusa has rights to post your content to social media sites, including, without limitation, on Facebook, Twitter, Instagram, and Google+.
The digital distribution rights assigned to Kirusa and Kirusa Affiliate Companies include the rights to distribute your content to mobile subscribers of any mobile operator worldwide, through a partnership between Kirusa and the mobile operator.
You hereby revoke any previous assignment of these rights to any other party.
No other individual or legal entity is authorized to distribute your content to mobile subscribers of any mobile operator. No other individual or legal entity is authorized to distribute your content to a web site or mobile app.
Once Kirusa or a Kirusa Affiliate Company makes the payment to you, Kirusa and/or the Kirusa Affiliate Company will have no further obligation to make payments to you.8. Termination
The Terms will continue to apply until terminated by either you or Kirusa as follows:
8.1. You may end your legal agreement with Kirusa at any time for any reason by just discontinuing Your use of the Services. You do not need to specifically inform Kirusa when You stop using the Services. However Your accounts may be deactivated due to prolonged inactivity as per Kirusa's policies on such inactive accounts.
8.3. Kirusa will terminate Your access to its website at its sole discretion, in case You are determined to be a repeat infringer, without giving any prior notice.
9.1. If You are a copyright owner or an agent thereof and believe that any Content infringes upon Your copyrights, You may submit a notification pursuant to the Digital Millennium Copyright Act by providing our Copyright Agent with the information required under 17 U.S.C 512(c)(3) in writing.10. Limitation of Liability
10.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KIRUSA AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM
(i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES;
(ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES;
(iii) ANY CONTENT OBTAINED FROM THE SERVICES; AND
(iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT KIRUSA HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
10.2. YOU SPECIFICALLY ACKNOWLEDGE THAT KIRUSA SHALL NOT BE LIABLE FOR ANY SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
10.3. The Services are controlled and offered by Kirusa from its facilities in the United States of America. Kirusa makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other jurisdictions do so at their own volition and are responsible for compliance with local law.11. Indemnity
11.1. You agree to defend, indemnify and hold harmless Kirusa, its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from:
a) Your use of and access to the Services;
c) Your violation of any third party right, including without limitation any copyright, property, or privacy right; or d) Any claim that any content posted by you using the Services caused damage to a third party. This defense and indemnification obligation will survive these Terms and Your use of the Services.
12.1. Your access to and use of the Services or any Content is at Your own risk. You understand and agree that the Services is provided to You on an "AS IS" and "AS AVAILABLE" basis. Without limiting the foregoing, KIRUSA AND ITS PARTNERS DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Kirusa makes no warranty and disclaim all responsibility and liability for the completeness, accuracy, availability, timeliness, security or reliability of the Services or any content thereon. Kirusa will not be responsible or liable for any harm to Your computer system, loss of data, or other harm that results from Your access to or use of the Services, or any Content. You also agree that Kirusa has no responsibility or liability for the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Services. Kirusa makes no warranty that the Services will meet Your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from Kirusa or through the Services, will create any warranty not expressly made herein.13. Ability to Accept Terms of Service
15.1. This Agreement shall be construed and enforced according to the laws of the State of New Jersey, United States of America, without respect to its conflict of law principles. All litigation arising under or related to these Terms shall be brought in the Superior Court of the State of New Jersey in Union County or the Federal District Court for New Jersey as permitted by law.16. Entire Agreement