Please read these Oyi Business User Terms of Service (the “Terms”) carefully before using the Oyi Platform and Services (as defined below).   These Terms constitute a legal agreement between Oyi, Inc. (“Oyi,” “we,” or “us”) and the business entity associated with the Business User Account (as defined below) created in accordance with these Terms (such entity referred to herein as “you” or “Business User”) with respect to the use of the Oyi Platform and Services.  These Terms govern Business User’s access to and use of the Oyi Platform and Services by Business User and the personnel or other users that Business User authorizes to use the Oyi Platform and Services on Business User’s behalf (each, an “Authorized User”). By submitting to a request to create a Business User account, creating a Business User account and/or using the Oyi Platform and Services, Business User accepts and agrees to be bound by all of the terms and conditions set forth in these Terms.  If Business User does not agree to be bound by these Terms, then Business User may not use any or all of the Oyi Platform and Services and is prohibited from accessing, using, or transacting on the Oyi Platform and Services. 

BY SUBMITTING A REQUEST TO CREATE A BUSINESS USER ACCOUNT, CREATING A BUSINESS USER ACCOUNT, AND/OR USING THE OYI PLATFORM AND SERVICES, BUSINESS USER AGREES TO BE BOUND BY THESE TERMS AND REPRESENTS AND WARRANTS TO OYI THAT AN AUTHORIZED REPRESENTATIVE OF BUSINESS USER HAS READ THESE TERMS, UNDERSTANDS THEM, AND AGREES TO BE BOUND BY THEM. SUCH REPRESENTATIVE OF THE BUSINESS USER REPRESENTS AND WARRANTS THAT THEY HAVE FULL LEGAL AUTHORITY TO BIND THE BUSINESS USER TO THESE TERMS.  

THESE TERMS CONTAIN AN ARBITRATION CLAUSE AND A WAIVER OF RIGHTS TO BRING A CLASS ACTION AGAINST OYI (SEE SECTION 18 OF THESE TERMS).  EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THAT ARBITRATION CLAUSE, OR UNLESS YOU OPT-OUT OF ARBITRATION IN ACCORDANCE WITH SECTION 18(H) OF THESE TERMS, YOU AND OYI AGREE THAT DISPUTES BETWEEN YOU AND OYI WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, YOU AND OYI WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT, CLASS-WIDE ARBITRATION, OR REPRESENTATIVE PROCEEDING, AND YOU AND OYI WAIVE YOUR RIGHT TO A TRIAL BY JURY.  

Oyi may modify these Terms from time to time.  Oyi will notify you of material changes to these Terms by notifying you via e-mail at least thirty (30) days before the effective date of the changes.  If you do not agree with the proposed changes, you should discontinue your use of the any or all of the Oyi Platform and Services, and you will be prohibited from accessing, using, or transacting on the Oyi Platform and Services.  If you continue using the Oyi Platform or Services after the new terms take effect, you will be bound by the modified Terms.   

1. Description of the Oyi Platform and Services.  Oyi owns and controls a library of proprietary artificial intelligence (AI) voice models (each, a “Voice Model”), operates and a proprietary business-to-business (B2B) generative artificial intelligence (AI) platform and licensing marketplace (the “Oyi Platform”), operates a suite of audio advertisement production tools and services (the “Advertisement Production Tools and Services”) and operates a suite of audio advertisement distribution tools (the “Advertisement Distribution Tools and Services”).  The Oyi Platform, Advertisement Production Tools and Services and Advertisement Distribution Tools and Services enable you, as a participating business user, to select Voice Models from the Oyi Voice Model library derived from sound recordings supplied by you for voice-to-voice conversion by Oyi, sound effects and/or background music (each, a “Business User Recording”)  and/or textual materials supplied by you for text-to-speech conversion by Oyi (each, a “Business User Script”) utilizing generative artificial intelligence (AI) tools, methods and technologies operated by Oyi (the “Oyi AI Technology”) for potential use in connection with the development, production and distribution of audio advertisements by Oyi on your behalf on an individual project basis under these Terms (each, an “Advertisement”).  Some of the AI Voice Models available on the Oyi Platform incorporate the distinct and recognizable characteristics of celebrity and other well-known voices (each, a “Premium Voice Model”), and the development, production and distribution of Advertisements based on Premium Voice Models, as well as the use and exploitation of such Advertisements, are subject to separate agreement between you and the applicable voice talent on an individual project basis (each, a “Premium Voice Talent”), as described more fully below in these Terms, including the terms and conditions set forth in Section 5 of these Terms (Specific Terms and Conditions For Advertisements Derived From Premium Voice Models).   Other AI Voice Models available on the Oyi Platform (each, a “Generic Voice Model”) are searchable by you on the Oyi Platform, and can be licensed by you directly from Oyi on an individual project basis for the development, production and distribution of Advertisements based on the Generic Voice Models you select through the Oyi Platform under these Terms, including the terms and conditions set forth in Section 6 of these Terms (Specific Terms and Conditions For Advertisements Derived From Generic Voice Models).   The Advertisement Production Tools and Services may also enable you, as a participating business user, to select sound effects (“Oyi Sound Effects”) and music (“Oyi Music”) from Oyi’s library of Oyi Sound Effects and Oyi Music, and include them in Advertisements developed, produced and/or distributed by Oyi on your behalf on an individual project basis under these Terms, as described more fully below in these Terms, including the terms and conditions set forth in Section 5(i) of these Terms (License For Oyi Sound Effects and Oyi Music).  On an individual project basis, the same Advertisement developed, produced and/or distributed by Oyi on your behalf under these Terms may simultaneously incorporate more than one AI Voice Model derived from a Premium Voice Talent, Generic Voice Model, Oyi Sound Effect title and/or Oyi Music title, respectively, including blends and composites thereof developed, produced and/or distributed by Oyi on your behalf using the Advertisement Production Tools and Services. The Advertisement Production Tools and Services may also enable you, as a participating business user, to generate a Business User Script utilizing generative artificial intelligence (AI) tools, methods and technologies that are operated by Oyi and/or are operated by Oyi’s third party vendors and partners (each, a “Script Vendor”), by uploading textual inputs to the Oyi Platform about your products and services that are contextually relevant to the development, production and/or distribution of Advertisements on your behalf (each, a “Prompt”), receive AI-generated Business User Scripts as the output from the Script Vendor in response to your Prompts, and correct and edit such Business User Scripts generated by such Script Vendors, before they are incorporated into Advertisements developed, produced and/or distributed by Oyi on your behalf, as described more fully below in these Terms, including the terms and conditions set forth in Section 4(a) of these Terms (Business User Script Generation Using Advertisement Production Tools and Services). Upon your request on a project basis, the Advertisement Distribution Tools and Services may also be used by you to distribute the Advertisements that that are developed, produced and/or distributed by Oyi on your behalf under these Terms on an individual project basis, as described more fully below in these Terms, including the terms and conditions set forth in Section 7 of these Terms (Advertisement Distribution Services).  The Oyi AI Technology, the Oyi Platform, and the related services provided by Oyi in connection with the Oyi Platform, including the Advertisement Production Tools and Services and the Advertisement Distribution Tools and Services, are referred to in these Terms as the “Oyi Platform and Services.”   In order to access the Oyi Platform and Services, you must subscribe to a monthly or annual billing plan tier  through your Business User Account, as described more fully below in these Terms, including the terms and conditions set forth in Section 2 of these Terms (Business User Account Creation) and Section 3 of these Terms (Business User Account Subscription Fees).  For clarity, Authorized Users may be “Campaign Owner” accounts, which are responsible for all billing from Oyi under these Terms, and such Authorized Users who are “Campaign Owners” must maintain an active subscription plan on your behalf.  For further clarity, Authorized Users under “Collaborator” accounts are not required to have maintain an active subscription plan on your behalf, as you are solely responsible for all such billing from Oyi under these Terms for such Authorized Users, but may exercise any of the creative and other approval rights conferred to you under these terms (subject only the limitations you may set for particular “Campaign Owners” through your Business User Account in accordance with Section 2 of these Terms (Business User Account Creation)).  .  The Oyi Platform and Services is currently called “AdTwin,” but Oyi reserves the right to change the name of the Oyi Platform and Services at any time.  

2. Business User Account Creation.  In order to access and use the Oyi Platform and Services, you must create and maintain in good standing an Oyi Business User account (a “Business User Account”) and related log-in credentials. You will only be able to create and maintain a Business User Account if: (a) Oyi is able to verify that you operate an active commercial enterprise, (b) you satisfy Oyi’s know your customer (KYC) standards, (c) you provide payment details for the applicable monthly or annual Subscription Fees under Section 3 of these Terms (Third Party Oyi Ad Server and Impression Based Billing; Subscription Fees), your Subscription Fees are fully paid up at the applicable time for the applicable period, and (e) you meet such other requirements that Oyi may implement from time to time (the “Business User Requirements”).  By providing Oyi with the requested information, Business User represents and warrants that such information is true and accurate and agrees to inform Oyi if any such information changes following the provision thereof to Oyi. Oyi shall have the right to refuse to create or subsequently terminate a Business User Account if you fail to meet the Business User Requirements or if Oyi otherwise determines in its discretion that you are not eligible to use the Oyi Platform and Services. You are responsible for keeping your account details secure, and must not share them with anyone else, other than applicable Authorized Users.  You acknowledge and agree that you will be solely responsible for any and all activities and omissions by each of your Authorized Users with respect to the Oyi Platform and Services, including any creative and other approval rights delegated by you to “Campaign Owners” for particular campaigns and activities). Oyi assumes no responsibility for any loss that you may sustain due to the compromise of your Business User Account.  In the event you believe your Business User Account has been compromised, please contact Oyi customer support immediately at support@adtwin.ai. As used in these Terms, “Laws” means, collectively, federal, state, local and international laws, rules, guidelines and regulations (including self-regulatory guidelines).  In order to comply with Laws applicable to Oyi’s business, including those Laws aimed at preventing money laundering and implementing sanctions programs, Oyi may require that you provide information including your name, address, date of birth/incorporation, and any other information and documentation that Oyi deems necessary to verify your identity and ensure Oyi’s compliance with applicable Laws. Oyi reserves the right to refuse to create or subsequently terminate a Business User Account if you, to refuse to provide you with access to the Oyi Platform and Services or to cancel your access to the Oyi Platform and Services if you delay in producing or fail to produce any information Oyi requires from you for the purpose of Oyi’s compliance with applicable Laws.

3. Oyi Ad Server and Impression Based Billing; Subscription Fees.  

1. Oyi Ad Server.  All Advertisements developed and produced by Oyi under these Terms shall be hosted, managed, served and tracked exclusively by Oyi in accordance with the process set forth in this Sections 3(a) of these Terms (Oyi Ad Server), 3(b) of these Terms (Demand Side Platform) and Section 7 below in these Terms (Advertisement Distribution Services), as applicable, throughout the universe, exclusively through ad servers owned, managed or controlled by Oyi (such ad servers, the “Oyi Ad Server”).  Upon your approval of an Advertisement under these Terms, Oyi shall upload the Advertisement to the Oyi Ad Server. The Oyi Ad Server shall, in turn, post to your Business User Account a Video Ad Serving Template for structuring ad tags that serve ads using an XML schema (each, a “VAST Tag”).  

2. Demand Side Platform.  During the Term, you shall either (i) engage a third-party technology platform or (ii) engage Oyi to provide a technology platform in accordance with the provisions of Section 7 of these Terms (Advertisement Distribution Services) that enables the buying of ad inventory with the help of automation, such as through real-time bidding, auction or other method, through an integration with the Oyi Ad Server (the “Demand Side Platform”).  Advertisements shall be exclusively hosted, managed, served and tracked by Oyi through the Oyi Ad Server, based on the ad responses to VAST Tags from the Demand Side Platform.  If you have engaged a third party to provide the Demand Side Platform for particular Advertisements, the VAST Tags generated by Oyi and posted to your Business User Account under Section 3(a) of these Terms (Oyi Ad Server) may be copied and pasted by you into the applicable area(s) of the third party’s Demand Side Platform.  If you have engaged Oyi to provide the Demand Side Platform in accordance with the provisions of Section 7 of these Terms (Advertisement Distribution Services) for particular Advertisements, the VAST Tags generated by Oyi and posted to your Business User Account under Section 3(a) of these Terms (Oyi Ad Server) will also be automatically integrated into Oyi’s Demand Side Platform, without any need for your to copy and paste the applicable VAST Tags into Oyi’s Demand Side Platform.  

3. No Circumvention.  The process set forth in Sections 3(a) and 3(b) of these Terms, together with the process set forth in Section 7 below in these Terms (Advertisement Distribution Services) shall be the sole and exclusive basis for any use and exploitation of Advertisements generated via the Oyi Platform and Services, throughout the universe, in perpetuity.  You shall not (and shall not permit, authorize or direct any other person or entity, directly or indirectly) to seek or enter into any arrangements (whether directly or indirectly) with third parties which are intended to circumvent the exclusivity conferred to Oyi in these Terms, anywhere in the universe, in perpetuity. 

4. Subscription Fees.  In order to sell advertising inventory for Advertisements generated via the Oyi Platform and Services, you must subscribe to a monthly or annual billing plan tier through your Business User Account(“Subscription Fees”).  Your first billing cycle will commence on the date you subscribe to the Oyi Platform and Services, and the billing cycles will continue on a rolling monthly or annual basis after that.  Subscription Fees will be based on the number of impressions of Advertisements, as tracked and recorded by the Oyi Ad Server, and the amount of Subscription Fees will be based on the applicable monthly or annual impression allowance for the applicable billing plan tier of Subscription Fees for which you are subscribed.  If you exceed the monthly or annual impression allowance for the applicable billing plan tier of Subscription Fees for which you are subscribed, you will either (i) be automatically be enrolled in the next billing plan tier that corresponds to the number of impressions generated by your Advertisements (and your Subscription Fees will be commensurately pro-rated for the number of impressions within your monthly or annual impression allowance and the number of impressions within your monthly or annual impression allowance, respectively) , or (ii) in addition to the Subscription Fees for which you are subscribed, be billed for additional Subscription Fees calculated at the at the then-current billing plan tier that that corresponds to the number of impressions generated by your Advertisements (and your Subscription Fees will be commensurately pro-rated for the number of impressions within your monthly or annual impression allowance and the number of impressions within your monthly or annual impression allowance, respectively).  If you wish to downgrade your billing plan tier to decrease the number of monthly or annual impressions entitled to be generated by your Advertisements, you must give Oyi notice at least twenty four (24) hours before the commencement of the next monthly or annual billing cycle through your Business User Account.  If you give Oyi such notice, your subscription will continue at the downgraded billing plan tier you have selected, but you may not exceed the number of impressions entitled to be generated by your Advertisements within the downgraded billing plan tier you have selected.  Billing cycles will continue on a rolling monthly or annual basis after that at the downgraded billing plan tier you have selected, unless you cancel your monthly or annual subscription pursuant to Section 3(e) of these Terms (Cancellations).  As noted above, you will not be entitled to any refunds.  

5. Cancellations. If you wish to cancel your monthly or annual subscription to access the Oyi Platform and Services, you must give Oyi notice at least 24 hours before the commencement of the next monthly or annual billing cycle through your Business User Account.  If you give Oyi such notice, your subscription will terminate at the end of the then-current billing cycle and you will not be charged any further monthly or annual Subscription Fees. You will not be entitled to any refunds.  

6. Changes To Billing Plan Tiers.  Oyi reserves the right to discontinue any monthly or annual billing plan tier at any time, or change the price of a monthly or annual billing plan tiers, at any time in the exercise of Oyi’s sole, unrestricted discretion.  If Oyi does so and it affects the billing plan tier you are on, Oyi will notify you through your Business User Account, and Oyi will inform you of the date your billing plan tier will terminate or change.  After that, you will no longer be charged monthly or annual Subscription Fees, and you will no longer be entitled to access the Oyi Platform and Services, unless you select another billing plan tier for the Oyi Platform and Services that are offered by Oyi at the applicable time or pay the updated monthly or annual Subscription Fees for the billing plan tier you are already in. 

7. Disputes.  If you have a good faith basis for believing that the number of impressions of Advertisements, as tracked and recorded by the Oyi Ad Server and upon which Subscription Fees were assessed under Section 3(d) of these Terms (Subscription Fees) are inaccurate, you may notify Oyi through your through your Business User Account within three (3) days, which sets forth, at a minimum, the applicable period during the Term and the underlying good faith basis for your belief that the number of Advertisement impressions tracked and recorded by the Oyi Ad Server may be erroneous (each, a “Reconciliation Request Notice”).  Provided that your Oyi Business User account is in good standing and you have not breached these Terms or any Definitive License Agreement, Oyi shall promptly undertake a good faith investigation of the claims alleged in the applicable Reconciliation Request Notice.  If Oyi’s good faith investigation accurately confirms that the number of impressions of Advertisements, as tracked and recorded by the Oyi Ad Server and upon which Subscription Fees were assessed for the applicable period was inaccurate by five percent (5%) or more, as your sole and exclusive remedy under these Terms or otherwise, Oyi shall reconcile the amount of Subscription Fees that were assessed under Section 3(d) of these Terms (Subscription Fees) with the amount of Subscription Fees that should have been assessed under Section 3(d) of these Terms (Subscription Fees) based on the number of impressions confirmed by Oyi pursuant to Oyi’s good faith investigation under the applicable Reconciliation Request Notice, and as your sole and exclusive remedy, Oyi shall have each of the following options (which Oyi may exercise alone or in any combination):  (i) Oyi may issue you a credit which shall be applied against any Subscription Fees that may be due and owing by you in respect of future billing cycles for Subscription Fees under these Terms, or (ii) if you have exceeded the monthly or annual impression allowance for the applicable billing plan tier of Subscription Fees for which you are subscribed, Oyi may automatically enroll you in the next billing plan tier that corresponds to the number of impressions generated by your Advertisements.  

8. Enterprise Accounts.  Notwithstanding anything in these Terms, at all times, Oyi reserves the right to terminate or change your Business User Account from the terms and conditions specified in these Terms based on such requirements that Oyi may implement from time to time, taking into account such reasonable factors such as the amount of Subscription Fees paid or payable by or on behalf of you under these Terms within particular periods of time, and offer you the opportunity to enter into a new agreement with Oyi on the terms and conditions specified in Oyi’s then-current form of agreement for enterprise-level uses of the Oyi Platform and Services (an “Enterprise Business User Agreement”).  If you become eligible for an Enterprise Business User Agreement, Oyi will notify you through your Business User Account, and Oyi will inform you of the effective date of such termination or change.  If an Enterprise Business User Agreement is not entered into within thirty (30) days of the date you are notified of such termination or change, you will no longer be charged monthly or annual Subscription Fees under these Terms, and you will no longer be entitled to access the Oyi Platform and Services under these Terms or otherwise.  If an Enterprise Business User Agreement is entered into within thirty (30) days of the date you are notified of such termination or change, these Terms shall no longer apply on a prospective basis, and the terms and conditions of the Enterprise Business User Agreement shall supersede these Terms and exclusively govern and control.

4.  Your Obligations.  On an individual project basis, the following sets forth your obligations with respect to any Advertisements you desire to have Oyi develop, produce and/or distribute on your behalf using the Oyi Platform and Services under these Terms or any Definitive License Agreements:

1. Business User Script Generation Using Advertisement Production Tools and Services.  If you choose to use the Advertisement Production Tools and Services to generate a Business User Script utilizing the generative artificial intelligence (AI) tools, methods and technologies of Oyi and/or a Script Vendor, you may upload Business User Scripts, Prompts and Business User Recordings via the Oyi Platform, and further edit the resulting Business User Scripts generated by Oyi or such Script Vendors, before they are incorporated into Advertisements by Oyi under these Terms.  At all times, you are solely responsible for reviewing and editing the resulting Business User Scripts for accuracy, compliance with all applicable Laws, and compliance with each of your representations, warranties and covenants under Sections 9 (Intellectual Property) and 11 (Representations and Warranties) under these Terms.

2. Oyi’s Right to Moderate and Reject Business User Scripts, Business User Recordings and Advertisements.  Regardless of whether you utilize the Advertisement Production Tools and Services and regardless of whether you utilize Premium Voice Models or Generic Voice Models, at all times, Oyi reserves the right to moderate and reject Business User Scripts, Business User Recordings and Advertisements, as applicable, in the exercise of Oyi’s sole, unrestricted discretion.  Notwithstanding anything elsewhere in these Terms or any Definitive License Agreements, Advertisements developed and produced by Oyi under these Terms containing rejected Business User Scripts and Business User Recordings will not be eligible for distribution using the Advertisement Distribution Tools and Services anywhere in the universe, either during or after the period covered by your Subscription Fees.

3. Your Advertising and Promotional Objectives.  You must provide Oyi in a timely manner with the advertising and/or promotional objectives for any project for Advertisements, including all pertinent information necessary in Oyi’s reasonable judgment to perform its role efficiently in connection with your access and use of the Oyi Platform and Services.  

4. Factual Evidence and Other Information. You must provide Oyi with such factual evidence or other information as Oyi shall reasonably request in support of its provision of the Oyi Platform and Services.  

5. Time Is Of The Essence. You shall act in a timely manner in responding to requests by Oyi for consideration of creative and other submissions, and in connection with the exercise of any approval rights by you under these Terms or any applicable Definitive License Agreements. 

6. Your Legal, Regulatory and Third-Party Contractual Compliance Obligations. You will be solely responsible for compliance with all applicable Laws relating to the development, production and/or distribution of Advertisements under these Terms, as well as any contractual requirements imposed by Script Vendors such as identifying Business User Scripts and Advertisements derived therefrom as having been generated using AI tools, methods and technologies. 

7. Your Insurance Obligations. You shall maintain advertiser’s and product liability insurance applicable to any Advertisements developed, produced and/or distributed under these Terms or any Definitive License Agreements, each with limits that are comparable to those maintained by other companies in your industry and are reasonable in light of the risks associated with your business.

5. Specific Terms and Conditions For Advertisements Derived From Premium Voice Models.

1. Proposals for Premium Voice Models.  You can select the particular Premium Voice Talent that you would like to work with for Oyi’s potential development, production and/or distribution of a particular Advertisement on your behalf based on the corresponding Premium Voice Model on an individual project basis, and you will be responsible for proposing the licensing terms to the Premium Voice Talent (each, a “Proposal”). Alternatively, a Premium Voice Talent can select you as a company they would like to work with for the potential development, production and/or distribution of particular Advertisement(s) based on the corresponding Premium Voice Model, and can propose the licensing terms to you in a Proposal.     

2. Case-By-Case Voluntary Negotiations. In relation to each Proposal, the terms and conditions which govern the creation and use of the resulting Advertisement derived from the Premium Voice Model of a Premium Voice Talent will be voluntarily negotiated by you and the applicable Premium Voice Talent exclusively through the Oyi Platform.  

3. Definitive License Agreements. The business terms and conditions shall be negotiated between you and the Premium Voice Talent exclusively via the Oyi Platform, and the Oyi Platform will generate a term sheet with the final set of mutually agreed governing business terms and conditions for a given Proposal (the “Term Sheet”).  The Term Sheet will be presented to you and the applicable Premium Voice Talent for final approval via the Oyi Platform (once approved, the “Approved Term Sheet”).  Oyi will convert the applicable Approved Term Sheet into a final binding agreement by attaching the Approved Term Sheet to a standard legal terms document generated by Oyi through the Oyi Platform (the “Standard Terms”) or a modified version of the Standard Terms as negotiated by you and the applicable Premium Voice Talent through the Oyi Platform.  Once accepted and signed by you and the applicable Premium Voice Talent and delivered to Oyi via the Oyi Platform, the Approved Term Sheet along with the applicable Standard Terms will together constitute a legally binding agreement between you and the applicable Premium Voice Talent (each, a “Definitive License Agreement”).  In all events Oyi’s obligations with respect to the development, production and/or distribution of an Advertisement based on the application of the corresponding Premium Voice Model under any Definitive License Agreement shall be set forth in the corresponding Approved Term Sheet portion of such Definitive License Agreement, and no such obligations shall be binding on Oyi unless and until the corresponding Approved Term Sheet portion of such Definitive License Agreement is approved by Oyi in advance in each instance.   The license fee payable to the applicable Premium Voice Talent under a Definitive Agreement is sometimes referred to in these Terms as the “Premium Voice Model License Fee.” 

4. Approval of Advertisements Incorporating Premium Voice Models.  You acknowledge and agree that, following the development and production of particular Advertisement(s) based on the corresponding Premium Voice Model, Oyi shall submit the applicable Advertisement derived from the applicable Premium Voice Model to each of you and the applicable Premium Voice Talent for review and approval in the form of a low resolution, low quality file (a “Premium Voice Advertisement Preview Copy”).  Your approval of a Premium Voice Advertisement Preview Copy will be final once provided.  You shall use good faith efforts to timely respond to each approval request for a Premium Voice Advertisement Preview Copy in each instance.  If requested by the applicable Premium Voice Talent or Oyi, you shall work with the applicable Premium Voice Talent in good faith to ensure that you and the applicable Premium Voice Talent grant approval of the Premium Voice Advertisement Preview Copy, subject to the terms and conditions of the Definitive License Agreement, and any applicable requirements specified by you, and you shall make up to two (2) sets of revisions as agreed to in good faith by you and the applicable Premium Voice Talent.  If the Premium Voice Advertisement Preview Copy for a given Advertisement is not approved by you, then (i) Oyi will not commence or finish development and production of an Advertisement derived from the applicable Premium Voice Model on your behalf under these Terms, (ii) the applicable Advertisement derived from the applicable Premium Voice Model will not be eligible for distribution, use or exploitation by you or any other person or entity, in whole or in part, directly or indirectly, including distribution using the Advertisement Distribution Tools and Services anywhere in the universe, either during or after the period covered by your Subscription Fees, and (iii) no Premium Voice Model License Fees  will be generated or payable.  Once a Premium Voice Preview Copy is approved by you pursuant to the procedures set forth in this Section and is also approved by the applicable Premium Voice Talent, Oyi may commence and/or finish development and production of the applicable Advertisement on your behalf under these Terms  Notwithstanding anything elsewhere in these Terms, you may not copy, transmit, distribute, sell, resell, license, decompile, reverse engineer, disassemble, modify, publish, create derivative works from, perform, display, incorporate into another website or application, or in any other way exploit any Advertisement or Premium Voice Advertisement Preview Copy, in whole or in part, or any derivative works thereof, in whole or in part, whether approved by you under these Terms or disapproved by you under these Terms, for any commercial or non-commercial purposes anywhere in the universe, in perpetuity.      

5. No Guarantee of Premium Voice Talent Engagement. The Oyi Platform and Services are provided as a means of potentially connecting you with Premium Voice Talent for purposes of incorporating Premium Voice Models using the Oyi Platform and Services, and developing, producing and/or distributing Advertisements which incorporate such Premium Voice Models on your behalf under these Terms.  However, Oyi is not an agent, representative, or delegate of any Premium Voice Talent, and Oyi has no authority, right, or ability to control the decisions of any Premium Voice Talent, or to require that any Premium Voice Talent accepts a Proposal or enters into a Definitive License Agreement with you.  You acknowledge and agree that Oyi shall not have any obligation or liability to you with respect to the engagement by you of any Premium Voice Talent, or any Premium Voice Talent’s performance, or failure to perform, pursuant to any Definitive License Agreement. Further, Oyi does not represent, warrant, or guarantee that any particular Premium Voice Talent will use the Oyi Platform or Services or that any Premium Voice Talent will meet your requirements. 

6. Acknowledgment.  You understand and agree that with respect to the Premium Voice Model License Fee payable by you to the applicable Premium Voice Talent or their designees under each applicable Definitive License Agreement, you will be solely responsible for the administration and payment of such the Premium Voice Model License Fee, and Oyi will have no responsibility or liability to you or any third party (including the applicable Premium Voice Talent) for the fulfillment of any such obligations, unless the applicable Premium Voice Talent directs Oyi to accept the applicable Premium Voice Model License Fee on the applicable Premium Voice Talent’s behalf, Oyi accepts the applicable such direction in the particular instance, and Oyi fails to remit such Premium Voice Model License Fee to the applicable Premium Voice Talent, as provided under Section 5(e) above.  

7. Premium Voice Model License Fees Speculative/Independent Judgement.  You hereby acknowledge and agree that you will exercise their own independent judgment regarding whether to enter into Definitive License Agreements with applicable Premium Voice Talent, and that accordingly, the development, production and/or distribution of Advertisements derived from your Business User Recordings and Business User Scripts (including any Prompts) under these Terms is entirely speculative.  

8. Ownership of Premium Voice Models. With respect to Premium Voice Models for Premium Voice Talent, ownership of the applicable Premium Voice Model(s) shall be allocated between you and the applicable Premium Voice Talent as mutually agreed by you and the applicable Premium Voice Talent pursuant to the Definitive License Agreement between you and the applicable Premium Voice Talent.   

9. License For Oyi Sound Effects and Oyi Music.  With respect to any Oyi Sound Effects and Oyi Music selected by you under these Terms which are incorporated in Advertisements with Premium Voice Models for Premium Voice Talent that are developed, produced and/or distributed by Oyi on an individual project basis under these Terms, Oyi hereby grants to you a non-exclusive, non-transferable, non-sublicensable license, to use and exploit the elements of the applicable Oyi Sound Effects and Oyi Music included in such Advertisement(s), in each case, solely as embodied in the applicable Advertisement(s), throughout Territory, and solely as distributed by Oyi under these Terms utilizing the Advertisement Distribution Tools and Services, in accordance with the terms and conditions set forth in Section 3 of these Terms (Third Party Oyi Ad Server and Impression Based Billing) and Section 7 of these Terms (Advertisement Distribution Services).  The license granted by Oyi under this Section 5(i) of these Terms will automatically and immediately terminate, without notice to you, if for any reason (a) you have failed to satisfy the Business User Requirements for your Business User Account under these Terms (including payment of all applicable monthly or annual Subscription Fees and Media Plan commitments made by you under Section 7(d) of these Terms (Your Obligation To Fund Media Commitments) then due), (b) Oyi determines in its discretion that you are in breach of these Terms or any Definitive License Agreement, (c) Oyi otherwise determines in its discretion that you are no longer eligible to use the Oyi Platform and Services pursuant to Section 2 of these Terms (Business User Account Creation) or Section 10 of these Terms (Term and Termination).  For the avoidance of doubt, the license granted by Oyi under this Section 5(i) of these Terms do not cover any rights in or to any Business User Recordings or Business User Script or any underlying works embodied therein (such as sound recordings, musical works, pictorial works and literary works), any Prompts supplied by you, or any additional works and other materials included in any such Advertisement(s), including Premium Voice Models for Premium Voice Talent (which rights are expressly covered separately in the foregoing provisions of this Section 5 and any applicable Definitive License Agreements). 

6. Specific Terms and Conditions For Advertisements Derived From Generic Voice Models. 

1. Requests for Advertisements Derived From Generic Voice Models.  You can select the particular Generic Voice Models that you would like to use for the potential development, production of particular Advertisement(s) based on the corresponding Generic Voice Model.  

2.  Delivery of Business User Recording, Business User Script and Prompts for Advertisements Derived From Generic Voice Models.  You will deliver all Business User Recordings, Business User Scripts and Prompts to Oyi via the Oyi Platform according to such specifications and instructions as Oyi shall provide to you at the applicable time.   

3. Approval of Advertisements Derived From Generic Voice Models. You acknowledge and agree that, following Oyi’s development and production of particular Advertisement(s) incorporating the applicable Generic Voice Model on your behalf, Oyi shall submit the applicable Advertisement to you for review and approval in the form of a low resolution, low quality file (“Generic Voice Advertisement Preview Copy”).  Your approval of a Generic Voice Advertisement Preview Copy will be final once provided.  You shall use good faith efforts to timely respond to each approval request for a Generic Voice Advertisement Preview Copy in each instance.  If the Generic Voice Advertisement Preview Copy is not approved by you, then (i) Oyi will not commence or finish development and production of an Advertisement derived from the applicable Generic Voice Model on your behalf under these Terms, and (ii) the applicable Advertisement derived from the applicable Generic Voice Model will not be eligible for distribution, use or exploitation by you or any other person or entity, in whole or in part, directly or indirectly, including distribution using the Advertisement Distribution Tools and Services anywhere in the universe, either during or after the period covered by your Subscription Fees.    Notwithstanding anything elsewhere in these Terms, you may not copy, transmit, distribute, sell, resell, license, decompile, reverse engineer, disassemble, modify, publish, create derivative works from, perform, display, incorporate into another website or application, or in any other way exploit any Advertisement or Generic Voice Advertisement Preview Copy, in whole or in part, or any derivative works thereof, in whole or in part, for any commercial or non-commercial purposes anywhere in the universe, in perpetuity. 

4. License For Advertisements Derived From Generic Voice Models, Oyi Sound Effects and Oyi Music.  With respect to Advertisements derived from Generic Voice Models, and any Oyi Sound Effects and Oyi Music selected by you under these Terms which are developed, produced and/or distributed by Oyi on an individual project basis under these Terms, respectively, Oyi hereby grants to you a non-exclusive, non-transferable, non-sublicensable license, to use and exploit (i) the elements of the applicable Generic Voice Model developed, produced and/or distributed by Oyi under these Terms on an individual project basis using the AI Platform and Services, and (ii) the elements of the applicable Oyi Sound Effects and Oyi Music included in Advertisement(s) developed, produced and/or distributed by Oyi under these Terms on an individual project basis using the AI Platform and Services, in each case, solely as embodied in the applicable Advertisement(s), throughout Territory, and solely as distributed by Oyi under these Terms utilizing the Advertisement Distribution Tools and Services, in accordance with the terms and conditions set forth in Section 3 of these Terms (Third Party Oyi Ad Server and Impression Based Billing; Subscription Fees) and Section 7 of these Terms (Advertisement Distribution Services).  The license granted by Oyi under this Section 6(d) of these Terms will automatically and immediately terminate, without notice to you, if for any reason (a) you have failed to satisfy the Business User Requirements for your Business User Account under these Terms (including payment of all applicable monthly or annual Subscription Fees and Media Plan commitments made by you under Section 7(d) of these Terms (Your Obligation To Fund Media Commitments) then due), (b) Oyi determines in its discretion that you are in breach of these Terms or any Definitive License Agreement, (c) Oyi otherwise determines in its discretion that you are no longer eligible to use the Oyi Platform and Services pursuant to Section 2 of these Terms (Business User Account Creation) or Section 10 of these Terms (Term and Termination). For the avoidance of doubt, the license granted by Oyi under this Section 6(d) of these Terms do not cover any rights in or to any Business User Recordings or Business User Scripts or any underlying works embodied therein (such as sound recordings, musical works, pictorial works and literary works), any Prompts supplied by you, or any additional works and other materials included in any such Advertisement(s). 

7. Advertisement Distribution Services.

1. Campaign Formulation.  Upon your request on a project basis, the Oyi Platform and Services may be used by you to formulate campaigns for the placement of Advertisements developed and produced using the Oyi Platform and Services under these Terms or any Definitive License Agreements.  In planning and executing media commitments for these campaigns, Oyi will act as principal in ordering advertising space and time through Oyi’s network of media partners, and resell such advertising space and time to you. Upon your request on a project basis, the Oyi Platform and Services may also be used by you to formulate and execute campaigns for advertisements that are not developed and produced by Oyi on your behalf using the Oyi Platform and Services under these Terms or any Definitive License Agreements, provided that you and Oyi mutually agree in writing on the applicable terms, conditions and limitations (including applicable fees and commissions to be paid to Oyi) for any such additional services separate and apart from these Terms.

2. Your Approval Of Media Plans.  If the Oyi Platform and Services are used by you to distribute Advertisements developed and produced using the Oyi Platform and Services under these Terms or any Definitive License Agreements, Oyi will obtain your authorization and commitment before purchasing any advertising space and time for resale to you (each, a “Media Plan”).  You must use the Oyi Platform and Services to specify the scope of your authorization for executing particular media placement campaigns on an individual project basis, including such details as campaign budgets and spends, targeting, optimization, buying strategy, reporting, analytics, and the like, according to such specifications and instructions as Oyi shall provide to you at the applicable time.  Oyi will set the retail price for each resale of advertising space and time under these Terms or any Definitive License Agreements on an individual project basis in the exercise of its sole, unrestricted discretion.  

3. Your Obligation To Pay Subscription Fees.  In order to formulate campaigns for the placement of Advertisements developed and produced using the Oyi Platform and Services under Section 7(a) of these Terms (Campaign Formulation) and/or execute any Media Plan under Section 7(b) of these Terms (Your Approval of Media Plans), you must subscribe to a monthly or annual billing plan tier through your Business User Account and pay Subscription Fees.  In this regard, in addition to funding media commitments made by Oyi for advertising inventory resold to you under this Section 7 under these Terms or any Definitive License Agreements, regardless of whether media partners may require you to fund media commitments directly in accordance with Section 7(d) of these Terms (Your Obligation To Fund Media Commitments), the provisions of Section 3(a) of these Terms (Oyi Ad Server), Section 3(b) of these Terms (Demand Side Platform), Section 3(c) of these Terms (No Circumvention), Section 3(d) of these Terms (Subscription Fees), Section 3(e) of these Terms (Cancellations), Section 3(f) of these Terms (Changes To Billing Plan Tiers), Section 3(g) of these Terms (Disputes) and Section 3(h) of these Terms (Enterprise Accounts) will apply with full force and effect to any and all media placement campaigns executed by Oyi on your behalf under this Section 7 of these Terms.

4. Your Obligation To Fund Media Commitments.  Funds must be available from you in advance to cover all non-cancelable media commitments made by Oyi for resale to you under these Terms or any Definitive License Agreements.  Lead times for various media partners differ, so the payment schedule will be set forth in the Media Plan for each campaign.  Funds may be made available by advance payment, bank letter of credit, escrow account, or any other reasonable method the parties agree upon from time to time.  If sufficient advance funds are not available at any given time, Oyi may refrain from purchasing advertising space and time for resale to you or cancel any media commitments that have not been funded, as Oyi may determine in the exercise of its sole, unrestricted discretion.  Alternatively, media partners may require you to fund media commitments directly by credit card or other billing, in accordance with the applicable media partner’s terms, conditions and policies, including API integration terms and conditions.  In cases where media partners may require you to fund media commitments directly: (i) Oyi will purchase the advertising space and time as the principal and resell such advertising space and time to you (for the avoidance of doubt, Oyi shall not be purchasing advertising space and time as your agent on behalf of a disclosed principal), (ii) you hereby agree to pay such media partners directly in accordance with the applicable media partner’s terms, conditions and policies, including API integration terms and conditions, and (iii) the applicable media partner shall look solely to you, and not to Oyi, to fund such media commitments, it being understood and agreed that Oyi shall bear no responsibility or liability to you or any third party (including the applicable media partner) for non-payment of any such media commitments in any instance(s).   Media commitments may be funded on your behalf by “Campaign Owners” under your Business User Account for specific media campaigns, but no such delegation of such funding responsibility will relieve you of your obligation to fund these media commitments in any instance(s). 

5. Your Ownership Of Your Ideas and Plans For Advertisement Placements.  As between you and Oyi, any idea or plan for the placement of Advertisements developed or produced under these Terms or any Definitive License Agreements which is prepared by Oyi for you and adopted by you in connection with the placement of such Advertisements will become your property when you have paid our invoice.   For avoidance of doubt, nothing herein grants you any rights in or to the Oyi Platform and Services, including any of Oyi’s proprietary advertising measurement and optimization systems. 

6. Cancellations of Media Plans.  You have the right at any time to direct Oyi to cancel any Media Plans in progress for the placement of Advertisements developed, produced or distributed by Oyi on your behalf under these Terms or any Definitive License Agreements, but you agree to indemnify Oyi against any loss, cost or liability Oyi may sustain as a result of such action.  Oyi will be entitled to the difference between (i) the wholesale price of any advertising space and time assessed by Oyi’s network of media partners, and the resale price of such advertising space and time for each resale of advertising space and time under these Terms or any Definitive License Agreements on an individual project basis, plus the amount of any accrued but unpaid Subscription Fees (such difference, the “Oyi Media Placement Margin” for any services performed by Oyi prior to your instructions to cancel, and for media commitments made by Oyi on your behalf under these Terms pursuant to a Media Plan if Oyi is unable to halt such payment or delivery.  Under no circumstances will Oyi be obliged to breach any lawful contractual commitment to third parties for the placement of any Advertisements developed or produced by Oyi under these Terms or any Definitive License Agreements.

7. Collections.  In the event that Oyi is required to resort to collection procedures or litigation for the collection of any Oyi Media Placement Margin due under Section 7(d) of these Terms (Your Obligation to Fund Media Commitments) for services performed by Oyi prior to your instructions to cancel for the placement of Advertisements development or produced by Oyi on your behalf under these Terms or any Definitive License Agreements, the prevailing party shall be entitled to collect from the other reasonable attorney’s fees and costs in addition to such compensation.

8. Data and Analytics. For all media commitments made by Oyi as a principal under these Terms pursuant to a Media Plan, as part of the Advertisement Distribution Tools and Services, Oyi will make available to you data and information regarding the execution of such campaigns, as determined by Oyi in the exercise of its sole discretion.  Examples of the types of data and information that Oyi may make available to you under these Terms include digital impressions delivered, media placement spending and CPMs. All such data and information will constitute the Confidential Information of Oyi in accordance with the terms and conditions set forth in Section 20(a) of these Terms (Confidentiality; Non-Disclosure).   

8. Prohibited Uses. In connection with Business User’s use of the Oyi Platform and Services, Business User agrees and represents that:

1. Business User will not download, copy, transmit, distribute, sell, resell, license, decompile, reverse engineer, disassemble, modify, publish, create derivative works from, perform, display, incorporate into another website, or in any other way exploit any part of the Oyi Platform and Services or any derivative works thereof, in whole or in part for commercial or non-commercial purposes, except for the sole and limited purpose of Oyi’s distribution of Advertisement(s) on your behalf under these Terms on an individual project basis utilizing the Advertisement Distribution Tools and Services, in accordance with the terms and conditions set forth in Section 3 of these Terms (Oyi Ad Server and Impression Based Billing; Subscription Fees) and Section 7 of these Terms (Advertisement Distribution Services);

2. Business User will not frame or display the Oyi Platform and Services (or any portion thereof) as part of any other website or any other work of authorship without prior written permission;

3. Business User will not violate any applicable Laws, contract, intellectual property, or other third-party rights, and will not engage in any fraudulent or illegal activity, including illegal gambling, money laundering, or fraud;

4. Business User will not publish or make available any pornographic or inappropriate material, racist content, or use the Oyi Platform and Services for any other use that would contradict or violate these Terms or applicable Laws; 

5. Business User will not upload any content to the Oyi Platform, including any Prompt, Business User Recording or Business User Script, that is infringing or for which it does not have all of the requisite rights; 

6. Business User will not impersonate any other person or entity, provide false or misleading identification or address information, or invade or violate the privacy, personal, publicity, intellectual property or proprietary rights, of any person or entity;

7. Business User will not engage in spidering or harvesting, or participate in the use of software, including spyware, designed to collect data from the Oyi Platform and Services, or use any means to scrape or crawl any part of the Oyi Platform and Services; and

8. Business User will not access or use the Oyi Platform and Services for purposes of obtaining information to build a similar or competitive website, application or service.

9. Intellectual Property.

1. Ownership of the Oyi Platform and Services. Oyi shall own and retain all right, title and interest in and to the Oyi Platform and Services, and all intellectual property rights arising therefrom or related thereto. Upon Oyi’s confirmation that it has accepted your request to create a Business User Account, Oyi shall grant, and hereby grants to you, a non-exclusive, non-transferable, and limited license, subject to these Terms, to access and use the Oyi Platform and Services for the purposes set forth herein and for such other approved purposes as permitted by Oyi from time to time.  Any other use of the Oyi Platform and Services is expressly prohibited. Except for the foregoing express, limited license, all other rights in the Oyi Platform and Services are reserved by Oyi. 

2. Ownership of Business User Recordings and Business User Scripts. You shall own and retain all right, title and interest in and to the Business User Recordings and Business User Scripts (including Prompts) you provide in connection with the Oyi Platform and Services, and all intellectual property rights arising therefrom or related thereto. 

3. Non-Exclusive License for Business User Recordings and Business User Scripts. Upon submission by you of any Business User Recording and Business User Script (including any Prompt) to the Oyi Platform, you shall grant, and you hereby grant to Oyi, a non-exclusive, non-transferable, sublicensable license, to access and use the applicable Business User Recording, Business User Script and Prompt (including any and all underlying works embodied therein, such as sound recordings, musical works, pictorial works and literary works), as necessary to create, develop, produce and/or distribute Advertisement(s) derived therefrom on your behalf and otherwise as necessary for Oyi to exercise its rights and perform its obligations as set forth in these Terms.  Except for the foregoing license, all other rights in the Business User Recordings and Business User Scripts, including Prompts, are reserved by you.

4. Ownership of AI Voice Models. As between you and Oyi, Oyi shall own and retain all right, title and interest in and to the Premium AI Voice Models, Generic Voice Models, Oyi Sound Effects and Oyi Music and all intellectual property rights arising therefrom or related thereto. 

5. Third Party Rights and Clearances. You will timely obtain, retain and administer any and all third-party rights, licenses, consents and waivers, including exclusivity waivers (if any) (“Clearances”) required to develop, produce and deliver your Business User Scripts, your Prompts and your Business User Recordings (including any and all underlying works embodied therein, such as sound recordings, musical works, pictorial works and literary works), as necessary to grant the rights, licenses, consents and waivers you have granted in these Terms with respect to any and all such materials, free of claims and encumbrances, throughout the Territory, at your sole cost and expense.  You will provide copies of such Clearances, in full and without redaction, to Oyi at Oyi’s request.  

10. Term and Termination. 

1. Term.  These Terms shall remain in effect for the period of time that Business User maintains an active Business User Account, unless sooner terminated as set forth in these Terms. 

2. Termination by Business User. You may terminate your use of the Oyi Platform and Services and these Terms by deactivating your Business User Account by sending an email to support@adtwin.ai or through accessing the “settings” functionality on the Oyi Platform.  Your Business User Account will be deactivated within 5 days following Oyi’s receipt of the applicable request.  Before deactivating your Business User Account, you are obligated to pay all outstanding  charges owed to Oyi or the applicable Voice Talent.

3. Termination by Oyi.  Oyi may terminate your access to the Oyi Platform and Services and these Terms immediately upon notice to you if (a) you breach any terms or conditions of these Terms or use the Oyi Platform and Services other than in accordance with these Terms, (b) Oyi is required to do so by a subpoena, court order, or binding order of a court or other government authority, or (c) Oyi reasonably suspects you of using the Oyi Platform and Services in connection with illegal, unauthorized, or improper activity, or otherwise in violation of any third-party rights or your obligations to any third parties. 

4. Additional Rights. In addition to the foregoing termination rights, if Business User breaches these Terms, Oyi reserves all rights and remedies available at law and in equity for any such breach. You acknowledge and agree that Oyi shall not be liable to you or to any third party for any modification or termination of the termination of the Oyi Platform and Services, or suspension or termination of your access to the Oyi Platform and Services, except to the extent otherwise expressly set forth herein.

5. Time is of the Essence.  Time is of the essence in these Terms.  In the event that you expect that one of your obligations or the exercise of one of your approval rights under these Terms cannot be performed in a timely fashion, you shall provide written notice thereof to Oyi immediately, which notice shall include all information known to you relating to such delay and the date upon which you expects to complete performance or exercise the applicable approval right.  No such notice shall in any way constitute an excuse of your performance, or a waiver of any of Oyi’s rights or remedies.  If after such notice Oyi has a good faith basis for believing that your fulfillment of the applicable obligation or your exercise of the applicable approval right still cannot be performed in a timely fashion, then without limiting any of Oyi’s other rights or remedies, Oyi will have the right to terminate these Terms immediately by written notice to you.

6. No Effect on Definitive License Agreements.  No termination of these Terms, whether by Business User or Oyi, shall limit, derogate, compromise or otherwise affect any Definitive License Agreements entered into between you and any Premium Voice Talent, which shall remain in full force and effect in accordance with their terms.

11. Representations and Warranties.  You represent and warrant that: (a) you possess the right and authority to enter into these Terms and to grant the rights, licenses, consents and waivers granted in these Terms and the applicable Definitive License Agreements; (b) your acceptance of and performance of these Terms (and each Definitive License Agreement), and Oyi’s exercise of the rights, licenses, consents and waivers granted in these Terms and the applicable Definitive License Agreements will not violate any third-party rights, any duties or obligations you may have with respect to third parties, or the provisions of any agreement to which you are a party; (c) your Business User Recordings (including any and all underlying works embodied in your Business User Recordings, such as sound recordings, musical works, pictorial works and literary works) will be original, and the use and exploitation thereof under these Terms and the applicable Definitive License Agreements, including the use of your Business User Recordings to develop and produce Advertisements derived from your Business User Recordings on your behalf under these Terms, and develop, produce and distribute Advertisements embodying them under these Terms using the Oyi Platform and Services, and such underlying works, will not infringe upon or violate or misappropriate the intellectual property or other proprietary rights of any third party (including copyrights, trademarks, trade secrets, patents, privacy or publicity), the contract rights of any third party or any other statutory or common law rights of any third party, however characterized, anywhere in the Territory; (d) your Business User Scripts, your Prompts and your Business User Recordings (including any and all underlying works embodied in your Business User Scripts, such as literary works) and Business User Recordings will be original, and the use and exploitation thereof under these Terms and the applicable Definitive License Agreements, including the use of your Business User Scripts, your Prompts and your Business User Recordings to develop and produce Advertisements derived therefrom on your behalf under these Terms, and develop, produce and distribute Advertisements embodying them under these Terms using the Oyi Platform and Services, and such underlying works, will not infringe upon or violate the intellectual property rights of any third party (including copyrights, trademarks, trade secrets, patents, privacy, personality or publicity, idea misappropriation, libel, slander or defamation), the contract rights of any third party (including any contractual requirements imposed by Script Vendors upon Oyi in connection with the generation and use of Business User Scripts derived from your Prompts) or any other statutory or common law rights of any third party, however characterized, anywhere in the Territory; (e) the use and exploitation of Advertisements developed, produced or distributed by Oyi on your behalf under these Terms or any Definitive License Agreements will not infringe upon or violate the intellectual property rights of any third party (including copyrights, trademarks, trade secrets, patents, privacy, personality or publicity, idea misappropriation, libel, slander or defamation), the contract rights of any third party or any other statutory or common law rights of any third party, however characterized, anywhere in the Territory; (f) your Business User Scripts, your Prompts and your Business User Recordings will be free of viruses, harmful code or disabling devices that may damage, interfere with or otherwise adversely affect the Oyi Platform and Services; (g) you will not exceed the scope of the rights, licenses, consents and waivers granted in these Terms or Definitive License Agreements, or otherwise breach any Definitive License Agreements or any contractual requirements imposed by Script Vendors upon Oyi in connection with the generation and use of Business User Scripts derived from your Prompts; (h) you will comply with all applicable Laws in connection with the performance of your obligations under these Terms and the applicable Definitive License Agreements; and (i) Oyi shall not be obligated to make any payments to you, or any third parties, in order for Oyi to develop, produce and distribute Advertisements derived from your Business User Recordings and your Business User Scripts on your behalf under these Terms (including any and all underlying works embodied therein, such as sound recordings, musical works, pictorial works and literary works, other than such payments as Oyi may be required to make in connection with the use and exploitation of Oyi Music and Oyi Sound Effects supplied by Oyi) or any Advertisements developed, produced or distributed by Oyi on your behalf under these Terms using the Oyi Platform and Services under these Terms, or for Oyi to otherwise operate the Oyi Platform and Services. 

12. Warranty Disclaimers. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE OYI PLATFORM AND SERVICES, AND ANY ADVERTISEMENTS PRODUCED BY OYI ON YOUR BEHALF UNDER THESE TERMS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS EXPRESSLY SET FORTH HEREIN, OYI MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF ACCURACY, COMPLETENESS, NONINFRINGEMENT, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COMMERCIAL UTILITY, SCOPE, OR TITLE WITH RESPECT THERETO OR COMPLIANCE WITH ANY APPLICABLE LAWS. OYI DOES NOT GUARANTEE ANY RESULTS, COMMERCIAL OUTCOME OR COMPLIANCE WITH APPLICABLE LAWS IN CONNECTION WITH THE USE OF THE OYI PLATFORM AND SERVICES, OR ANY ADVERTISEMENTS PRODUCED BY OYI ON YOUR BEHALF UNDER THESE TERMS, INCLUDING BUT NOT LIMITED TO WHETHER BUSINESS USER SCRIPTS (INCLUDING PROMPTS), BUSINESS USER RECORDINGS OR ADVERTISEMENTS DEVELOPED AND PRODUCED BY OYI ON YOUR BEHALF USING THE OYI PLATFORM AND SERVICES (OTHER THAN TO THE EXTENT SUCH ADVERTISEMENTS MAY INCORPORATE OYI SOUND EFFECTS AND OYI MUSIC LICENSED TO YOU BY OYI UNDER THESE TERMS) MAY BE ELIGIBLE FOR COPYRIGHT REGISTRATION AND/OR COPYRIGHT PROTECTION UNDER ANY APPLICABLE LAWS. 

13. Indemnification.

    1. By You.  You will defend, indemnify, and hold harmless Oyi and each of Oyi’s affiliates, Premium Voice Talent, the successors and assigns of each of the foregoing, the agents of each of the foregoing, and the officers, directors and employees of each of the foregoing, from and against any and all claims, demands, lawsuits or proceedings asserted or commenced by a third party (each a “Claim”), and all damages, liabilities, costs and expenses arising therefrom, including reasonable outside counsel fees and costs, to the extent the Claim (i) is based on allegations that, if true, would constitute a breach by you of these Terms or any Definitive License Agreement, including any warranty, representation or covenant made in these Terms or in any Definitive License Agreement by you; (ii) arises from Oyi’s use of any Business User Recordings or Business User Scripts (including Prompts) as permitted in these Terms; (iii) arises from any negligent act or omission or willful misconduct by you; (iv) arises from the use or exploitation of any Advertisements developed, produced or distributed by Oyi on your behalf under these Terms or any Definitive License Agreements; (v) arises from a breach of applicable Definitive License Agreements by any party, regardless of fault or cause; (vi) arises from or relates to representations or statements about the goals, products or services (or those of its competitors) made in any Advertisements developed, produced or distributed by Oyi on your behalf under these Terms or any Definitive License Agreements; (vii) arises from or relates to risks about which Oyi has advised you in advance and which you have assumed by authorizing Oyi to proceed; (viii) arises from or relates to any death or personal injury relating to the use of any of the products or services referenced in any Advertisements developed, produced or distributed by Oyi on your behalf under these Terms or any Definitive License Agreements.   

    2. By Oyi.   Oyi will defend you, indemnify you and hold you harmless from and against any and all Claims, and all damages, liabilities, costs and expenses arising therefrom, including reasonable outside counsel fees and costs, to the extent the Claim (i) is based on allegations that, if true, would constitute a breach by Oyi of these Terms, including any warranty, representation or covenant made in these Terms by Oyi; or (ii) arises from any negligent act or omission or willful misconduct by Oyi. 

    3. Procedures. The persons and entities entitled to be indemnified under Sections 13(a) and 13(b), above (individually and collectively, “lndemnitee”) shall (i) promptly inform the indemnifying party under such Sections (“lndemnitor”) of each Claim with respect to which it seeks indemnity (failure to give such prompt notification will not relieve the lndemnitor of its indemnification obligations except to the extent such failure has materially prejudiced the  lndemnitor’s ability to defend such claim), (ii) furnish to the lndemnitor a copy of each communication, notice or other action related to such Claim, and (iii) give the lndemnitor the authority, information and reasonable assistance necessary to settle or litigate such Claim using counsel selected by the lndemnitor (provided, however, that the lndemnitee shall have the opportunity to participate in the defense of such Claim with counsel of its choice, at the lndemnitee’s sole cost). Any settlement of any such Claim by the lndemnitor that imposes any requirements on the lndemnitee or which involves agreements other than the payment of money by the lndemnitor and receipt of a full release for the benefit of the lndemnitor and the lndemnitee, will be subject to the lndemnitee’s written consent.

14. Taxes.  All amounts payable by you to Oyi, including, without limitation, Subscription Fees and Media Plan commitments funded by you under Section 7(d) of these Terms (Your Obligation To Fund Media Commitments), will be gross amounts and you will be responsible for, or otherwise will pay, any taxes, duties, fees, expenses or charges incurred by you in remitting your payment. Oyi is not responsible for determining the tax implications of your transactions using the Oyi Platform and Services. You are solely responsible for determining what, if any, taxes apply to your transactions using the Oyi Platform and Services. If you are legally required to deduct or withhold taxes from any amounts payable to Oyi hereunder, including, without limitation, Subscription Fees and Media Plan commitments funded by you under Section 7(d) of these Terms (Your Obligation To Fund Media Commitments), then you may deduct and withhold the applicable taxes from such amounts, however, you shall gross-up payments to Oyi, including, without limitation,  Subscription Fees and Media Plan commitments funded by you under Section 7(d) of these Terms (Your Obligation To Fund Media Commitments), in respect of such deductions and withholdings such that Oyi receives the full amount owed to Oyi.  Promptly following Oyi’s written request in each instance, you will provide Oyi with official receipts issued by the appropriate taxing authority, or such other evidence as Oyi may reasonably request, to establish that such taxes have been paid. Upon request, you shall provide Oyi with a validly executed U.S. Internal Revenue Service form to establish your U.S. or non-U.S. status and any other necessary tax documentation that Oyi may request from you, such as an IRS Form W-9 or W-8BEN.  You will not be liable for any taxes that are based upon Oyi’s income.  

Independent Contractor.  In entering into these Terms, Oyi and you have and will have the status of independent contractors. Accordingly, there is no joint venture, partnership, agency or fiduciary relationship existing between the parties, and the parties do not intend to create any such relationship by these Terms. 

Assignment. Oyi may assign its rights under these Terms in whole or in part to any person or entity, and such rights may be assigned by any assignee thereof.  Any purported assignment by you will be null and void.  These Terms will be binding upon and inure to the benefit of the parties to these Terms and their heirs, executors, administrators, legal representatives, and, where permitted, successors and assigns.

17. Notices.  All notices under these Terms must be in writing in order to be effective, and shall be deemed to have been duly given or made (a) on the date delivered in person, (b) on the date indicated on the return receipt if mailed postage prepaid, by certified or registered mail, with return receipt requested, (c) if sent by Federal Express, U.P.S. Next Day Air or other internationally recognized overnight courier service, with service charges or postage prepaid, on the next business day after delivery to the courier service (if sent in time for and specifying next day delivery), or (d) on the date sent by email; provided that, and notwithstanding anything to the contrary herein, in the case of notices to Oyi, any such notice must also be sent via email to the email address set forth below to be effective. In each case (except for personal delivery) such notices, as well as all requests, demands, and other communications shall be directed to a party at the following addresses, unless otherwise indicated in a notice duly given hereunder: (i) in the case of Oyi, (1) to the attention of its Chief Operating Officer, at 1606 Headway Cir #9030, Austin, TX 78754, USA with a required simultaneous copies to the following email address: support@adtwin.ai and (2) another required simultaneous copy tendered to Bobby Rosenbloum, Greenberg Traurig, LLP, 3333 Piedmont Road NE, Suite 2500, Atlanta, GA 30305, USA, and (ii) in the case of you, to the address set forth in your Business User Account. 

18. Applicable Law, Arbitration and Waiver of Right To Bring Class Action.   

1. Initial Dispute Resolution.  Oyi can be contacted via the contacts provided in Section 23 of these Terms (Contact Information) to address any concerns you may have regarding your participation in the Oyi Platform and Services. Most concerns may be quickly resolved in this manner.  Each of you and Oyi agree to use best efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations which shall be a precondition to either party initiating a lawsuit or arbitration.  

2. Agreement to Binding Arbitration.  If you and Oyi do not reach an agreed upon solution within a period of thirty (30) days from the time informal dispute resolution is pursued pursuant to Section 18(a) above in these Terms, then either party may initiate binding arbitration.  All claims arising out of or relating to these Terms (including their formation, performance and breach), the parties’ relationship with each other and/or your participation in the Oyi Platform and Services shall be finally settled by binding arbitration administered on a confidential basis by JAMS, in accordance with the JAMS Streamlined Arbitration Rules and Procedures, excluding any rules or procedures governing or permitting class actions.  Each party will have the right to use legal counsel in connection with arbitration at its own expense. The parties shall select a single neutral arbitrator in accordance with the JAMS Streamlined Arbitration Rules and Procedures.  The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms, including, but not limited to, any claim that all or any part of these Terms is void or voidable.  The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity.  The arbitrator’s award shall be in writing and provide a statement of the essential findings and conclusions, shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. The interpretation and enforcement of these Terms shall be subject to the Federal Arbitration Act.

Arbitration proceedings will be held in Travis County, Texas unless you are a consumer, in which case you may elect to hold the arbitration at the JAMS office closest to your residence. For purposes of this Section 18, a "consumer" means a person using the Oyi Platform and Services for personal, family or household purposes. Additionally, arbitrations may be conducted telephonically or via video conference for disputes alleging damages less than Ten Thousand U.S. Dollars  ($10,000). You and Oyi agree that the state or federal courts of the State of Texas and the United States sitting in Travis County, Texas have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.

The JAMS rules governing the arbitration may be accessed at https://www.jamsadr.com/adr-rules-procedures. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason.

The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial.  They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.

3. Class Action and Class Arbitration Waiver.  You and Oyi each further agree that any court action or arbitration shall be conducted in our respective individual capacities only and not as a class action or other representative action, and you and Oyi each expressly waive our respective right to file a class action, class arbitration, or seek relief on a class basis.  If any court or arbitrator determines that the class action and class arbitration waiver set forth in this Section paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above in Section 18(b) of these Terms (Agreement To Binding Arbitration) shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

4. Exception - Small Claims Court Claims.  Notwithstanding the parties’ agreement to resolve all disputes through arbitration, either party may seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.

5. Exception – California Private Attorneys General Act (PAGA) Action.  Notwithstanding the parties’ agreement to resolve all disputes through arbitration, either party may seek relief in a court of law for a claim arising under California’s Private Attorneys General Act. 

6. Exception – Intellectual Property Claims. Notwithstanding the parties’ agreement to resolve all disputes through arbitration, either party may bring an individual (non-class) action in a court of competent jurisdiction (which jurisdiction shall be exclusive), with respect to any dispute relating to a party’s intellectual property rights where the only relief sought is for injunctive or equitable relief for the alleged unlawful use of intellectual property.

7. Arbitration Fees.  If you are a consumer and you initiate arbitration, to the extent the filing fee for the arbitration exceeds Two Hundred and Fifty U.S. Dollars ($250.00), Oyi will pay the additional cost.  If Oyi is required to pay the additional cost of the filing fees, you should submit a request for payment of fees to JAMS along with your form for initiating the arbitration, and Oyi will make arrangements to pay all necessary fees directly to JAMS.  Oyi will also be responsible for paying all other fees or amounts payable to JAMS with respect to the arbitration, excluding costs incurred by you for legal counsel, travel and other out-of-pocket costs and expenses not constituting fees or amounts payable to JAMS.  If you are not a consumer, each party will be responsible for applicable fees or other amounts payable to JAMS with respect to the arbitration. 

8. 30 Day Right to Opt-Out.  You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth in Sections 18(a) and 18(b) of these Terms by sending written notice of your decision to opt-out by emailing us at support@adtwin.ai.  The notice must be sent within thirty (30) days of creating your Business User Account for the Oyi Platform and Services, otherwise you shall be bound to arbitrate disputes in accordance with the terms of those Sections.  If you opt-out of these arbitration provisions, we also will not be bound by these arbitration provisions.

9. Exclusive Venue for Litigation.  To the extent that the arbitration provisions set forth in Section 18(b) of these Terms do not apply or if you have opted out of arbitration, the parties agree that any litigation between them shall be filed exclusively in state or federal courts located in Travis County, Texas (except for small claims court actions which may be brought in the county where you reside). The parties expressly consent to exclusive jurisdiction in Travis County, Texas (State and Federal) for any litigation other than small claims court actions.  In the event of litigation relating to these Terms, the parties agree to waive, to the maximum extent permitted by Laws, any right to a jury trial. 

10. Consolidation of Arbitration Claims. Although you and Oyi have agreed that no disputes may proceed as part of a class arbitration, the JAMS mediator may consolidate an individual arbitration filed under these Terms with other individual arbitration(s), at the request of either party, if the arbitrations share common issues of law or fact. The consolidation issue shall be determined by the arbitrator appointed for the earliest filed application. Any disputes over whether an arbitration claim should be consolidated with others, or which arbitrator shall hear any consolidated matter, shall be resolved by JAMS. If multiple individual arbitration proceedings are consolidated, JAMS and the arbitrator may treat the consolidated proceedings as one arbitration for purposes of assessing JAMS fees and the arbitrator’s compensation, and you consent and agree not to object to any reduction or elimination of JAMS fees or arbitrator compensation.

19. Limitation of Liability. BUSINESS USER SHALL HAVE THE SOLE RESPONSIBILITY TO DETERMINE WHETHER ANY ADVERTISEMENTS PRODUCED BY OYI ON YOUR BEHALF UNDER THESE TERMS OR ANY DEFINITIVE LICENSE AGREEMENTS, AND ALL RELATED IDEAS, CONCEPTS, GRAPHICS, SYMBOLS, DESIGNS, AND OTHER COMPONENT PARTS THEREOF, WHETHER OR NOT CONTRIBUTED THROUGH THE OYI PLATFORM AND SERVICES, INCLUDING ANY MEDIA PLANS, ARE APPROPRIATE FOR ANY AND ALL PURPOSES, INCLUDING MARKET PLACEMENT, AND BUSINESS USER SHALL HAVE THE SOLE RESPONSIBILITY TO DECIDE WHETHER AND IN WHAT MANNER SUCH ADVERTISEMENTS, MEDIA PLANS AND CAMAPIGNS FOR THE PLACEMENT OF SUCH ADVERTISEMENTS SHALL BE EXECUTED.  BOTH PARTIES ACKNOWLEDGE AND AGREE THAT THE SUCCESS OF ANY ADVERTISEMENTS, MEDIA PLANS AND CAMAPIGNS FOR THE PLACEMENT OF SUCH ADVERTISEMENTS DEPEND UPON A NUMBER OF FACTORS BEYOND THE REASONABLE CONTROL OF EITHER PARTY, AND THAT THE EFFECTIVENESS OF ANY ADVERTISEMENTS, MEDIA PLANS AND CAMAPIGNS FOR THE PLACEMENT OF SUCH ADVERTISEMENTS IN ACHIEVING BUSINESS USER’S PROMOTIONAL OBJECTIVES CANNOT BE GUARANTEED BY OYI.  EXCEPT WITH RESPECT TO THE INDEMNITY OBLIGATIONS OF THE PARTIES PURSUANT TO THE PROVISIONS OF SECTION 13 OF THESE TERMS (INDEMNIFICATION), NEITHER PARTY HERETO WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, ARISING OUT OF OR RELATED TO THESE TERMS, INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

Restrictions.

2. Confidentiality; Non-Disclosure.  Neither party may issue a press release or announcement with respect to these Terms without the other party’s prior written consent.  You acknowledge and agree that all information, documentation or material not in the public domain concerning the business and operations of Oyi, and the applicable Premium Voice Talent including, without limitation:  (i) information relating to its services (including the Oyi Platform and Services), pricing, trade secrets, patents, business methods, financial and cost data, budgets, forecasts, business plans and strategies (whether or not pursued); marketing and selling strategies; unpublished financial statements; licenses (including Definitive License Agreements); Proposals; intellectual property and any work thereon prior to any filing or the use thereof in commerce; timing, know-how; and (ii) any other information, documentation or material not in the public domain by virtue of any action by or on behalf of you, the knowledge of which gives or may give you or the applicable Premium Voice Talent a material competitive advantage over any person or entity not possessing such information (collectively, the "Confidential Information") will remain the property of Oyi or the applicable Premium Voice Talent, as applicable.  You recognize and agree that all of the Confidential Information that will be developed by you or made available to you by virtue of your participation in the Oyi Platform and Services and involvement with the business and affairs of Oyi and the applicable Premium Voice Talent, other than information that is generally known to the public, is a unique asset of the business of Oyi or the applicable Business User, the disclosure of which would be damaging to Oyi or the applicable Premium Voice Talent.  Accordingly, you agree to hold such Confidential Information in the strictest confidence for the benefit of Oyi, the applicable Premium Voice Talent, as applicable.  You will not, at any time, during or after the Term for any reason, directly or indirectly, (w) disclose to any person or entity any Confidential Information of Oyi or the applicable Premium Voice Talent, other than information that is already known to the public, except as may be required pursuant to applicable Laws, regulation or subpoena or with the prior written consent of Oyi and the applicable Premium Voice Talent; (x) act or fail to act so as to impair the confidential or proprietary nature of any Confidential Information; (y) use any Confidential Information other than for the sole and exclusive benefit of Oyi and the applicable Premium Voice Talent; or (z) offer or agree to, or cause or assist in the inception or continuation of, any such disclosure, impairment or use of any Confidential Information.  For the avoidance of doubt, Prompts supplied by you under these Terms and any Business User Scripts generated by Script Vendors in response to Prompts supplied by you shall not be deemed to constitute your Confidential Information.  

2. Non-Solicitation of Premium Voice Talent.  During the Term and continuing through and including the date that is twelve (12) months after the expiration or earlier termination of the Term, you hereby agree that for any Premium Voice Talent who has either initiated or responded to a Proposal via or in connection with the Oyi Platform for the use and exploitation of a Premium Voice Model during the Term, you will not engage in any transactions with such Premium Voice Talent, directly or indirectly, anywhere in the Territory, with respect to the same subject matter of the Proposal, that involves the use or production of an AI-generated voice derived from the voice of the applicable Premium Voice Talent, by an entity other than Oyi, for use in an advertisement.  

21. Injunctive Relief.  You acknowledge and agree that damages may not be an adequate remedy in the event of a breach of any of your obligations under these Terms. You therefore agree that Oyi will be entitled (without limitation of any other rights or remedies otherwise available to Oyi and without the necessity of posting a bond) to obtain an injunction from any court of competent jurisdiction prohibiting the continuance or recurrence of any breach of these Terms.  

22. Miscellaneous.  These Terms contain the entire understanding and agreement of the parties, and supersedes any and all other prior and/or contemporaneous understandings and agreements, either oral or in writing, between the parties with respect to the subject matter of these Terms, all of which are merged herein.  Each party to these Terms acknowledges that no representations, inducements, promises, or agreements, oral or otherwise, have been made by either party, or anyone acting on behalf of either party, which are not embody herein, and that no other agreement, statement or promise not contained in these Terms will be valid or binding.  No waiver of any provision of these Terms will be valid unless made in writing and signed by the party making the waiver. No waiver of any provision of these Terms will constitute a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. These Terms will be construed and interpreted without regard to any presumption against the party causing these Terms to be drafted. Whenever examples are used in these Terms with the words “including,” “e.g.,” “such as,” “etc.” or any derivation thereof, such examples are intended to be illustrative and not in limitation thereof. The paragraph headings herein are used solely for convenience and shall not be used in the interpretation or construction of these Terms.  Each term and provision of these Terms is severable; the invalidity, illegality or unenforceability or modification of any term or provision of these Terms will not affect the validity, legality and enforceability of the other terms and provisions of these Terms, which will remain in full force and effect.  

23. Contact Information. If you have any questions or concerns about these Terms, or the Oyi Platform and Services, you may contact us at support@adtwin.ai.  

Survival.  The termination or expiration of the Term shall not affect those representations, warranties and other obligations that by their nature survive the end of the Term.