Expert Studio Terms of Use

1. Overview

These Expert Studio Terms of Use (the "Terms") govern your access to and use of the VOX Expert Studio platform and related services (the "Services") provided by Vox Wins, Inc. ("Company," "we," or "us"). As used in these Terms, "you" or "Expert" refers to the individual or organization accessing or using the Services.

By registering an account on Company's online Expert platform ("Company Studio") or accessing or using the Services, you agree to be bound by these Terms and all incorporated policies, including the Biometric Consent Form.

You confirm that you have the authority to accept these Terms on behalf of yourself or the entity you represent.

Company may modify these Terms from time to time by posting an updated version on the Expert Studio platform or by providing notice to you. Continued use of the Services after such notice constitutes acceptance of the modified Terms. If you do not agree to the updated Terms, you must stop using the Services.

In these Terms, "Company" and "Expert" may each be referred to as a "party" and collectively as the "Parties."

2. Services

Company provides a platform that enables Experts to create, configure, deploy, and monetize artificial intelligence-based features and services (an "AI Feature").

An AI Feature may include a conversational agent, chatbot, digital assistant, or similar system trained or configured using Expert Content to emulate Expert's knowledge, expertise, or communication style.

Through the Services, Company may make Expert AI Features available to third-party users ("End Users"), including through discovery or explore pages within the platform.

Company may modify or update the Services from time to time at its discretion and will use reasonable efforts to provide prior notice of material changes where practicable.

Company will undertake commercially reasonable efforts to maintain availability of the Services but may suspend access:

• for scheduled or emergency maintenance; or
• if you breach these Terms or violate applicable law.

Company will provide reasonable support during normal business hours.

3. Expert Content and Data

To create or operate an AI Feature, Expert or users authorized under Expert's account ("Authorized Users") may submit content, including images, voice recordings, videos, credentials, professional information, or other materials (collectively, "Expert Content").

Expert Content may be used to train, configure, or operate an Expert AI Feature.

You are solely responsible for the accuracy, completeness, legality, and rights associated with Expert Content. You confirm that:

• you own or have obtained all rights necessary to submit the Expert Content; and
• submission and use of such content will not violate any law, regulation, contract, or third-party rights.

Expert is responsible for ensuring Authorized Users comply with these Terms.

4. Biometric Data

In connection with creating or operating certain AI Features, Company may derive biometric identifiers or biometric information from Expert Content, including voice recordings, images, or video.

Such processing is governed by the Biometric Consent Form, which is incorporated into this Agreement by reference.

By accepting this Agreement, Expert acknowledges and consents to the collection, retention, use, and disclosure of biometric data as described in the Biometric Consent Form.

Expert represents that it has all rights necessary to provide such biometric data to Company.

5. Prohibited Data

Expert Content must not include any of the following ("Prohibited Data"):

• confidential information of any third party, including Expert's employer or clients;
• personal data that identifies or could reasonably identify an individual unless expressly approved by Company;
• trade secrets or material nonpublic information;
• information that would create material risk to any person if disclosed;
• data classified as sensitive or high-risk under applicable law or professional obligations.

Prohibited Data includes, without limitation:

• protected health information under HIPAA;
• financial account or payment card numbers;
• social security numbers or government identification numbers;
• driver's license numbers or passport numbers;
• "special categories" of personal data under EU Regulation 2016/679 Article 9(1).

If Prohibited Data is discovered, Expert will promptly notify Company and cooperate with reasonable remediation efforts.

Expert remains solely responsible for Expert Content and its compliance with applicable law.

6. AI Feature Operation and Output

An AI Feature generated primarily from Expert Content is an "Expert AI Feature."

End Users may submit information or data ("End User Input") to an Expert AI Feature.

Content generated in response to End User Input constitutes "AI Feature Output."

Expert acknowledges that:

• AI Feature Output is generated through artificial intelligence or machine learning processes;
• outputs may not be accurate, complete, or reflect Expert's current views; and
• outputs may resemble outputs generated for other users who submit similar inputs.

Company does not verify the accuracy of Expert Content, End User Input, or AI Feature Output.

Expert and Authorized Users are responsible for reviewing outputs as appropriate for their use cases.

Company will not attribute specific outputs to Expert without Expert's prior written approval, except for general descriptions indicating that the AI Feature was trained using Expert expertise.

7. Attribution and Use of Expert Identity

By accepting these Terms, Expert grants Company permission to use Expert's name, likeness, image, voice, credentials, and professional identity in connection with operating, describing, or marketing an Expert AI Feature within the Services.

Expert may revoke this permission at any time by providing written notice to Company, at which point Company shall not be required to remove references from previously published materials, archived content, or materials already distributed.

Prominent testimonial-style marketing uses require Expert's separate prior written approval.

8. Intellectual Property

As between the Parties:

• Company retains all right, title, and interest in and to the Services, platform technology, software, infrastructure, and related intellectual property rights.
• Company owns the AI Feature systems, configurations, and generated AI Feature Output produced through the Services, except to the extent such output incorporates Expert Content.
• Expert retains ownership of Expert Content and Expert's background intellectual property.

By uploading Expert Content, you grant Company a worldwide, royalty-free license to use, copy, reproduce, process, modify, and create derivative works of such content solely to:

• provide and operate the Services;
• create and maintain Expert AI Features;
• perform under these Terms; and
• comply with applicable law.

9. Control of AI Features

Expert may request that Company:

• disable public access to an Expert AI Feature; or
• anonymize the AI Feature so that it no longer references Expert identity.

Company will use reasonable efforts to comply with such requests.

Company may retain anonymized models, system logs, backups, and previously generated outputs as part of normal platform operations.

10. Restrictions

Expert will not, and will not permit any third party to:

• reverse engineer or attempt to discover the source code of the Services;
• modify or create derivative works of the Services;
• use the Services in violation of applicable law;
• use the Services to develop competing artificial intelligence systems; or
• infringe upon intellectual property or other rights of any person or entity.

Expert is responsible for maintaining the confidentiality of account credentials and for all activity occurring under the account.

11. Security

Company maintains reasonable administrative, technical, and physical safeguards designed to protect Expert Content.

Company will notify Expert of any confirmed data breach materially affecting Expert Content as required by applicable law.

12. Fees

Unless otherwise agreed in writing between the Parties, Expert agrees to pay all applicable fees associated with the Services as described in Company Studio or in any applicable statement of work.

Fees are non-refundable unless otherwise specified.

Expert is responsible for any taxes associated with the Services, excluding taxes based on Company's net income.

Company may modify fees upon prior notice.

13. Term and Termination

These Terms remain in effect for as long as you use the Services.

You may stop using the Services at any time. Company may suspend or terminate your access to the Services if you breach these Terms.

Upon termination, you must cease use of the Services.

Sections relating to intellectual property, payment obligations, disclaimers, and limitations of liability will survive termination.

14. Disclaimers and Limitation of Liability

The Services are provided "as is" and "as available."

Company disclaims all warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

To the maximum extent permitted by applicable law, in no event shall Company or any of its affiliates, agents, licensors, or suppliers be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any loss of profits, revenue, business, goodwill, or cost of substitute goods or services.

To the maximum extent permitted by applicable law, Company's total aggregate liability shall not exceed the total amounts paid by Expert to Company for the Services during the twelve (12) months preceding the event giving rise to the claim.

The Parties acknowledge that these limitations are a fundamental basis of the agreement.

15. Miscellaneous

If any provision of these Terms is held unenforceable, the remaining provisions will remain in effect.

You may not assign these Terms without Company's prior written consent. Company may assign or transfer these Terms in connection with a merger, acquisition, or sale of assets.

These Terms constitute the entire agreement between you and Company regarding the subject matter and supersede all prior agreements or understandings.

Biometric Information

The Illinois Biometric Information Privacy Act, 740 ILCS 14/1 et seq. (“BIPA”), and certain other state biometric privacy laws regulate the collection, storage, use, disclosure, and retention of “biometric identifiers” and “biometric information.”

Under BIPA, a “biometric identifier” includes a retina or iris scan, fingerprint, voiceprint, or scan of hand or face geometry. Biometric identifiers do not include, among other things, photographs or physical descriptions such as height, weight, hair color, or eye color.

“Biometric information” means any information, regardless of how it is captured, converted, stored, or shared, that is based on an individual’s biometric identifier and used to identify an individual.

In connection with Expert’s use of the Services and Company’s generation of Expert AI Feature, Company may derive data from audio recordings, photographs, and video of Expert that may be considered biometric information under applicable privacy laws, including BIPA. Such biometric information may include scans of facial geometry, voiceprints, and other physiological characteristics used to capture or reproduce Expert’s likeness.

Company collects and uses this biometric information for the following purposes:

• creating and generating the Expert AI Feature;
• operating and providing the Services to Experts and End Users; and
• improving, training, and maintaining Company’s artificial intelligence models and related technologies used to generate and support the AI Feature.

Other Important Considerations