Terms of Service

1. Introduction

1.1 User Agreement

You agree that by registering, accessing or using our Services (described below), you are agreeing to enter into a legally binding contract with Phineus. ("we", "us", "our", "Phineus") (even if you are using our Services on behalf of a company). If you do not agree to these terms of service ("TOS" or "User Agreement"), do not access or use our Services in any way. You can terminate this User Agreement

at any time by closing your account and no longer accessing or using our Services.

1.2 Services

This User Agreement applies to phineus.ai and any Phineus-related sites, apps and communications ("Services").

1.3 Phineus

You are entering into this User Agreement with Phineus. (also referred to as "we" and "us"). The collection, use and sharing of your personal data is subject to our Privacy Policy.

1.4 Change

We may modify the User Agreement and Privacy Policy from time to time and will provide you notice to review material changes to them before they become effective. We agree that changes cannot be retroactive. Your continued use of our Services after we notify you of the changes means that you agree to the updated User Agreement / Privacy Policy as of their effective date.

2. Obligations

2.1 Who

To use the Services, you agree that:

• you must be at least the Minimum Age (described below);

• you will only have one Phineus account, which must be in your real name;

• you are not already restricted by Phineus from using the Services; and

• creating an account with false information or creating multiple/duplicate accounts is a violation of this User Agreement, including accounts made available to others or persons under the Minimum Age.

"Minimum Age" means 16 years old. However, if law which applies to you requires that you must be older in order for Phineus to lawfully provide the Services to you without parental consent (including using of your personal data), then the Minimum Age will be such an older age.

2.2 Your Account

You agree to:

• provide accurate information to us and keep it updated;

• use a strong password and keep it confidential; and

• not transfer any part of your account.

You are responsible for your account unless you close it or immediately report misuse by contacting us at admin@phineus.ai.

Please note that as between you and others (including your employer), your account belongs to you. However, if the Services were purchased by another party for you to use (e.g. enterprise accounts), the party paying for such Service has the right to control access to and get reports on your use of such paid Service.

2.3 Payment

If you buy any of our paid Services ("Subscription"), you agree to pay us the applicable fees and taxes and to additional terms specific to the Subscription. Failure to pay these fees will result in the termination of your Subscription. You also agree that:

• Your purchase may be subject to foreign exchange fees or differences in prices based on location (e.g. exchange rates).

• Our payment processor may store and continue billing your payment method (e.g. credit card).

• If you purchase a Subscription, your payment method automatically will be charged at the start of each Subscription period for the fees and taxes applicable to that period. To avoid future charges, you can cancel anytime before the renewal date.

• We may calculate taxes payable by you based on the billing information that you provide us at the time of purchase.

2.4 Changes to the Price and Subscription Plans

We may change our subscription plans and the price of our Services from time to time. Any changes to our subscription plans will apply only after 30 days' notice to you.

2.5 Refunds

You agree that:

• Payment obligations are non-cancellable and fees paid are non-refundable unless otherwise provided in this section.

• If you choose to cancel your Subscription during a Subscription period, you may use the Subscription until the end of your then-current Subscription period or renewal period, but will not be issued a refund for the most recently charged fees.

2.6 Notices and Messages

We will provide notices and messages to you: (a) within the Service, or (b) using the contact information you provide us (e.g., email).

3. Rights and Limits

3.1 Your License to the Service

You own the content and information that you submit to the Services ("Content"). For the purpose of obtaining the Services, you are granting to Phineus a limited, non-exclusive, non-transferable, worldwide, royalty-free and sub-licensable license to use, process and transmit the Content. Please note that:

• You can end the license for Content at any time by deleting it from the Services or by closing your account, except (i) to the extent you shared it with others as part of the Service and they have copied, re-shared or stored such Content, and (ii) for the reasonable time it takes to remove Content from our backup systems.

• While we may edit and make format changes to Content (such as translating or transcribing it, modifying the size, layout or file type or removing metadata), we will not modify the meaning of your expression.

• As you own Content and we only have non-exclusive rights to it, you may choose to make it available to others, including under the terms of a Creative Commons license.

• You agree that the Content does not violate the law or any third party rights.

3.2 Service Availability

We may change, suspend or discontinue our Services however this will not affect any ongoing Subscriptions and we will continue to provide the same level of service till the end of your Subscription period.

We don't promise to store or keep showing Content that you've posted. Phineus is not a storage service. You agree that we have no obligation to store, maintain or provide you a copy of Content, except to the extent required by applicable law and as per our Privacy Policy.

3.3 Limits

Phineus reserves the right to restrict, suspend, or terminate your account if you breach this User Agreement or are misusing the Services.

3.4 Intellectual Property Rights

Phineus reserves all of its intellectual property rights in the Services. Trademarks and logos used in connection with the Services are the trademarks of their respective owners.

4. Confidentiality and Special Features

4.1 Confidentiality

We treat Content submitted in accordance with this User Agreement ("Your Information") as confidential. We will use Your Information only for providing the Services and will not disclose Your Information to anyone other than our personnel, service providers or affiliates who need to access Your Information and who are required to protect the confidentiality of Your Information. Confidentiality obligations

will however not apply to Your Information:

• that is known to us prior to receipt from you, or is obtained from a source other than one having an obligation of confidentiality to you;

• that has become known (independent of disclosure by you) to us from a source other than one having an obligation of confidentiality to you; or

• that has become publicly known or otherwise ceases to be secret or confidential, except through a breach of this section by us, including if you designate Your Information as "public" or post such Content in a public area of the Site.

4.2 Voice Cloning Service

Voice cloning is a feature of Phineus that allows you to use the Services to synthesize voice recordings that sound like a Voice Provider. One of the Services is an AI model trained on voice recordings of a Voice Provider. A "Voice Provider" is a person (including you) who has given explicit written consent to use recordings of their voice to train the AI model based Service and to synthesize their

voice.

You may create new voice clones by submitting voice recordings of a Voice Provider as training audio ("Training Audio"). By submitting Training Audio to Phineus, you consent (and represent and warrant that you have obtained the explicit written consent of any third-party Voice Provider) to our use and storage of the audio recordings and voices you consent:

• to use your voice, and the voice of any third-party Voice Providers, to train the AI model based Service, to synthesize and use such voices as described here;

• that Phineus personnel, service providers and affiliates may listen to audio samples of your Training Audio and your synthesized audio in order to test the quality of your cloned voice;

• that Phineus personnel, service providers and affiliates may use your cloned voice to create a series of non-defamatory utterances, solely for internal quality assurance purposes;

• Only you and people you explicitly share access with will have access to generate synthesized audio using your cloned voice. Phineus will not share your Training Audio or your cloned voice with anyone except as expressly described above.

• The submission of a third party's unauthorized voice recordings as training audio is prohibited, and you agree that you will not submit any recording to Phineus that contains the voice of any speakers that have not explicitly consented in writing to have their cloned voice created and to have their voices synthesized.

5. Commercial Rights; Third-Party Content and Services; and Publicity

5.1 Commercial Rights

You can use Phineus created voices for commercial purposes. You can also make available to third parties who intend to use Phineus created voices for commercial purposes. You however agree that Commercial Rights (defined below) are not resell rights and you cannot resell or offer to resell Phineus's offerings (including the library of voices available on Phineus Studio) to any third-party. You further

agree not to use Phineus created voices for training any AI model or to synthesize Phineus created voices in any way or for any purpose.

"Commercial Rights" means any use of Phineus created voices for commercial or business purposes, except as restricted by this User Agreement.

5.2 Third-Party Content and Services

The Services may enable You to access integrations with Your own, or a third party's, content, databases, resources, applications and other software components that complement or interoperate with Your use of the Services (each, a "Third Party Product"). THESE ARE NOT OUR PRODUCTS OR SERVICES, SO WE DO NOT WARRANT OR SUPPORT THEM, AND, ULTIMATELY, YOU (AND NOT US) WILL DECIDE WHETHER OR NOT TO ENABLE

THEM. ANY USE OF A THIRD PARTY PRODUCT IS SOLELY BETWEEN YOU AND THE APPLICABLE THIRD PARTY PROVIDER.

If You connect, install or enable Third Party Products for use with the Services, please be mindful of any of Your data that will be shared with the third party provider and the purposes for which the provider requires access. You agree that Phineus does not control, endorse or is in any way responsible for Third Party Products. If You decide to enable or use any Third Party Product, the applicable

terms of use of such Third Party Product will apply to You.

5.3 Publicity Rights

You grant Phineus the right to identify Yourself or Your organization as Phineus's customer on the Site and Phineus's marketing collateral and to include You or Your organization's use of the Services in its case studies.

6. Disclaimer and Limit of Liability

6.1 Disclaimer

We cannot guarantee our Site or Services will be available at all times. We may experience hardware, software, or other problems and we may also need to perform maintenance related to our Services which may result in interruptions, delays or errors. We may also need to modify, suspend or stop offering our Services in such situations without notifying you.

• For users of plans that are free of charge we reserve the right to modify, suspend or stop offering our Services for any reason and without notice.

• For users with a Subscription: we will notify you in advance of making changes to our Services which may adversely impact your use of them.

You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site or the Services during any downtime or discontinuance of the Site or the Services. Nothing in this User Agreement will be construed to obligate us to maintain and support the Site or to supply any corrections, updates, or releases in connection with our Services.

6.2 Limitation of Liability

To the full extent permitted by law, Phineus, Phineus personnel or Phineus affiliates, will not be liable in connection with this User Agreement for lost profits or lost business opportunities, reputation (e.g., offensive or defamatory statements), loss of data (e.g., down time or loss, use of, or changes to, your information or content) or third-party policies (such as YouTube refusing to allow monetization

of videos with synthesized voices or ACX declining text to speech based audio books) or any indirect, incidental, consequential, special or punitive damages.

Phineus and its affiliates will not be liable to you in connection with this User Agreement for any amount that exceeds the total fees paid by you to Phineus for the Services during the term of this User Agreement, if any.

6.3 Basis of the Bargain; Exclusions

The limitations of liability in this Section 6 are part of the basis of the bargain between you and Phineus and shall apply to all claims of liability (e.g., warranty, tort, negligence, contract and law) even if Phineus or its affiliates have been told of the possibility of any such damage, and even if these remedies fail their essential purpose.

These limitations of liability do not apply to liability for death or personal injury or for fraud, gross negligence or intentional misconduct, to the extent that such liability directly arose from Phineus's actions.

7. Termination

Both you and Phineus may terminate this User Agreement at any time. On termination, you lose the right to access or use the Services. The following shall survive termination:

• Sections 6, 8, 9 and 10.2 of this User Agreement; and

• Any amounts owed by either party prior to termination remain owed after termination.

8. Governing Law and Dispute Resolution

Except to the extent they are pre-empted by United States federal law, the laws of Delaware, other than its conflict-of-laws principles, govern this User Agreement and any claims and disputes (whether contract, tort, or otherwise) arising out of or relating to this User Agreement or their subject matter.

Both you and Phineus agree that all claims and disputes (whether contract, tort, or otherwise), including statutory claims and disputes, arising out of or relating to this User Agreement or the use of the Site or the Services will be litigated exclusively in federal and state courts in the state of Delaware, United States of America. You and Phineus consent to the personal jurisdiction of courts in

the state of Delaware, United States of America.

9. General Terms

• If a court with authority over this User Agreement finds any part of it unenforceable, you and Phineus agree that the court should modify the terms to make that part enforceable while still achieving its intent. If the court cannot do that, you and Phineus agree to ask the court to remove that unenforceable part and enforce the rest of this User Agreement.

• This User Agreement (including additional terms that may be provided by us when you engage with a feature of the Services) is the only agreement between us regarding the Services and supersedes all prior agreements for the Services.

• If we don't act to enforce a breach of this User Agreement, that does not mean that Phineus has waived its right to enforce this User Agreement.

• You may not assign or transfer this User Agreement (or your membership or use of Services) to anyone. There are no third-party beneficiaries to this User Agreement.

• You agree that the only way to provide us legal notice is at the address provided in Section 11.

• Phineus may offer optional trials and betas. Use of trials and betas is permitted only for User's self-evaluation during the period designated by Phineus. Phineus may terminate User's use of trials and betas at any time for any reason. Trials and betas may be inoperable, incomplete or include features never released. Notwithstanding anything else in this User Agreement, Phineus offers no warranty,

SLA or support for trials and betas and its liability for trials and betas will not in the aggregate exceed USD $1,000.

10. Your Agreements and Restricted Covenants Related to Services

10.1 Agreement

You agree to comply with all applicable laws, including privacy laws, intellectual property laws, anti-spam laws, export control laws, tax laws for any use of the Services or the Site.

10.2 Restricted Covenants

You agree that you will not:

• Create a false identity on Phineus, misrepresent your identity, create a profile for anyone other than yourself (a real person), or use or attempt to use another's account;

• Develop, support or use software, devices, scripts, robots or any other means or processes (including crawlers, browser plugins and add-ons or any other technology) to scrape the Services or the Site or otherwise copy profiles and other data from the Services or the Site;

• Override any security feature or bypass or circumvent any access controls or use limits of the Service or the Site;

• Copy, use, disclose or distribute any unauthorized information obtained from the Services or the Site, whether directly or through third parties (such as search engines);

• Disclose information that you do not have the consent to disclose (such as confidential information of others, including your employer);

• Violate the intellectual property rights of others, including copyrights, patents, trademarks, trade secrets or other proprietary rights;

• Violate the intellectual property or other rights of Phineus, including, without limitation, (i) copying or distributing our technology; (ii) using the word "Phineus" or our logos in any business name, email, or URL without our express consent in writing;

• Post anything to the Services or the Site that contains software viruses, worms, or any other harmful code;

• Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Services or the Site;

• Use bots or other automated methods to access the Services or the Site;

• Stalk, threaten, impersonate, dox, harass or defraud anyone through use of the Services or the Site;

• Create, upload or transmit material through the Services or the Site that is illegal, obscene, defamatory, pornographic or is otherwise inappropriate;

• Send, distribute or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes through the Services or the Site;

• Use the Services or the Site to initiate any robocalls or other communication in violation of the U.S. Telephone Consumer Protection Act of 1991 or any Federal Communications Commission directive;

• Harvest, collect or disclose information about other users through the Services or the Site without their consent;

• Monitor the availability, performance or functionality of the Services or the Site for any competitive purpose;

• Engage in "framing," "mirroring," or otherwise simulating the appearance or function of the Services or the Site;

• Overlay or otherwise modify the Services/Site or their appearance (such as by inserting elements into the Services/Site or removing, covering, or obscuring an advertisement included on the Services);

• Interfere with the operation of, or place an unreasonable load on, the Services or the Site (e.g., spam, denial of service attack, viruses, gaming algorithms).

11. Claims regarding copyright infringement

Pursuant to the Digital Millennium Copyright Act (17 U.S.C. § 512), Phineus has implemented procedures for receiving written notification of claimed infringements. Phineus has also designated an agent to receive notices of claimed copyright infringement. If you believe in good faith that your copyright has been infringed, please provide a written communication which contains:

• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

• A description of the copyrighted work that you claim has been infringed;

• A description specifying the location on our website of the material that you claim is infringing;

• Your email address and your mailing address and/or telephone number;

• A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

• A statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Please note that any notice you submit must be truthful and must be submitted under penalty of perjury. A false notice or counter-notice may give rise to personal liability. You may therefore want to seek the advice of legal counsel before submitting a notice.

Please submit your notice at admin@phineus.ai.

12. Contact Us

For general inquiries, you may contact us at support@phineus.ai