Vocalstock Data License

VOCALSTOCK DATA LICENSE AGREEMENT

Version: 2026-10-12c

This Agreement applies to every Order the Customer places on the Platform. By accepting it, the person accepting confirms that they may bind the Customer.

1. Definitions

1.1. “Platform” means Vocalstock, the website and systems operated by Datailix.

1.2. “Recording” means an audio or video recording of human speech supplied through the Platform; a “Transcript” means a written, time-coded transcription of a Recording; together with the accompanying manifests and metadata (each Speaker’s anonymous identifier, gender, age range and country, and each Recording’s domain, topic, recording date and technical details). A “2-channel conversation” is delivered as a stereo file (one Speaker per channel, time-aligned by Datailix) together with each Speaker’s own track they are the “Data”.

1.3. “Speaker” means a person whose voice appears in a Recording. Speakers are identified in the Data only by anonymous identifiers (for example S0003, or G0003 for a conversation partner who took part through another Speaker’s account with their recorded consent).

1.4. “Order” means a request for a number of hours of Data placed on the Platform, and its invoice.

1.5. “Model” means any machine-learning or artificial-intelligence model, system or algorithm, including its weights and parameters.

1.6. “Permitted Purpose” means training, fine-tuning, evaluating, testing, benchmarking and improving Models, including speech recognition, speech synthesis, language identification, speech and language understanding, and multimodal Models.

2. Orders, Selection and Delivery

2.1. The Customer chooses a language, a type (solo or conversation), a format and a number of hours (at least 1), and optionally Transcripts. Datailix selects the Recordings, spreading each Order across many Speakers. The Customer may set a maximum number of hours per Speaker for the Order. The Customer does not choose individual Recordings or Speakers.

2.1a. Audio Recordings are uncompressed WAV or lossless FLAC, recorded at 16 kHz or more, as measured by Datailix when each Recording is received.

2.2. The hours delivered are at least the hours ordered. The Customer pays for the hours ordered.

2.3. A Customer never receives the same Recording twice through the Platform.

2.4. Datailix issues an invoice for each Order. Unless paid within 7 days, the Order is cancelled. Files are made available for download only after Datailix confirms payment. Download links are private and expire; the Customer may request new links from its account.

2.5. Large Orders. An Order of more than 25 hours is delivered in milestones that Datailix sets out in a delivery plan. For each milestone, the Customer pays 50% before its files are released, and the remaining 50% within 10 days of approving them. The Customer has 7 days from release (or the period stated in the delivery plan) to approve a milestone or report a problem; if it does neither, the milestone is treated as approved. A milestone is released only after every earlier milestone has been paid in full.

2.6. Problem reports. A report must name the affected files and give a specific technical reason (for example background noise, wrong language, technical specification, unclear audio). Datailix will replace the affected files or otherwise remedy the problem. Vague, unspecific or purely commercial objections do not stop the review period, and Datailix may treat the milestone as approved.

3. Fees and Payment

3.1. Fees are in United States dollars (USD), as shown on the invoice, and exclude taxes. The Customer pays any taxes, duties, and bank or transfer fees that apply to its payment.

3.2. Fees are not refundable, except as set out in Clause 10 or where mandatory law requires.

3.3. Late payment. An amount not paid by its due date bears a late-payment fee of 2% of the overdue amount for every 7 days (or part of 7 days) of delay. While any amount is overdue, Datailix may suspend further deliveries.

3.4. If an amount remains unpaid more than 30 days after its due date, Datailix may end the Order (or the whole Agreement) by notice, keep every amount already paid, and require the deletion of any Data that was not paid in full (Clause 14.2).

4. License

4.1. Upon full payment of an Order (or, for an Order delivered in milestones, of each milestone), Datailix grants the Customer a non-exclusive, worldwide, perpetual, non-transferable (except under Clause 17) license to use the Data of that Order (or milestone) for the Permitted Purpose, and to make the copies, conversions, augmentations and derived features reasonably needed for it.

4.2. The license is non-exclusive: the same Data may be licensed to other customers.

4.3. Transcripts are licensed on the same terms as the Recordings they belong to.

5. Who May Use the Data

5.1. The Customer may let the following use the Data, only for the Permitted Purpose and only on the Customer’s behalf or for its business: (a) its employees; (b) its affiliates; and (c) contractors and service providers, including companies that train or evaluate Models for the Customer (together, “Authorized Users”).

5.2. Before giving access, the Customer shall bind each Authorized User in writing to restrictions at least as protective as Clauses 7 and 8. The Customer is responsible for every Authorized User’s acts and omissions as if they were its own.

5.3. Authorized Users may not use the Data for their own purposes or for anyone other than the Customer.

6. Models

6.1. The Customer owns the Models it builds with the Data and may use, commercialize, distribute and license those Models and their outputs, subject to Clause 7.

6.2. A Model must not be designed or deployed to reproduce the Data, in whole or in substantial part, or to reproduce any Speaker’s identifiable voice.

7. Restrictions

The Customer shall not, and shall ensure that its Authorized Users do not:

• impersonate any Speaker, or clone, synthesize or imitate the identifiable voice of any Speaker, or create a voice that is intended to sound like a particular Speaker;
• attempt to identify, re-identify or contact any Speaker, or link the Data with other information to do so, or use the Data for biometric identification or surveillance of any Speaker;
• sell, resell, sublicense, publish, share or distribute the Data or any substantial part of it, including as a dataset, open-source release, or sample collection, except to Authorized Users under Clause 5;
• use the Data for deepfakes, fraud, deception, harassment, defamation, sexual content, political manipulation, or any unlawful purpose;
• use the Data for any purpose other than the Permitted Purpose; or
• remove or alter the anonymous identifiers, or present the Data as the Customer’s own original recordings.

These restrictions protect the Speakers, who agreed to license their voices on the understanding that they will be respected. They continue after the license ends.

8. Personal Data and Security

8.1. Voices are personal data. The Customer acts as an independent controller of its own use of the Data and shall comply with all data-protection and privacy laws that apply to it.

8.2. The Customer shall keep the Data secure, with access limited to Authorized Users who need it, and protected against loss and unauthorized access.

8.3. The Customer shall notify Datailix at info@datailx.com without undue delay, and in any case within 72 hours, after becoming aware of any unauthorized access to, or disclosure of, the Data.

8.4. If Datailix tells the Customer that a Speaker has exercised a legal right that requires a specific Recording to be deleted, the Customer shall delete that Recording from its copies of the Data within 30 days. Models already trained need not be retrained.

9. Ownership

All rights in the Data not expressly licensed in this Agreement remain with Datailix (and, where applicable, the Speakers). Nothing in this Agreement transfers ownership of the Data to the Customer.

10. Quality and Replacement

10.1. Each Recording is reviewed by Datailix before it is offered. Transcripts are typed by people, not machines, and accepted only after a spot check of at least 98% word accuracy; they may still contain occasional errors.

10.2. If a delivered file is corrupted, unplayable, or clearly not in the ordered language, type or format, the Customer may report it to info@datailx.com within 14 days of delivery. Datailix will replace it with a suitable file of the same language, type and format, or, if none is available, refund the part of the fee for that file. This is the Customer’s sole remedy for defective files.

11. Warranties

11.1. Datailix warrants that it has obtained, from each Speaker, written consent and the rights needed to grant the license in Clause 4 for the Permitted Purpose.

11.2. Except as set out in this Agreement, the Data is provided “as is”, and Datailix gives no other warranty, including about fitness for a particular purpose or the performance of any Model.

12. Liability

12.1. Neither Party is liable for indirect, incidental, special or consequential damages, or for lost profits, revenue or data.

12.2. Datailix’s total liability under or in connection with an Order is limited to the fees the Customer paid for that Order.

12.3. These limits do not apply where mandatory law does not allow them, or to the Customer’s breach of Clauses 5, 7 or 8.

13. Indemnity

The Customer shall indemnify Datailix and the Speakers against claims, losses and reasonable costs arising from a breach of Clauses 5, 7 or 8 by the Customer or its Authorized Users.

14. Suspension and Termination

14.1. If the Customer materially breaches this Agreement, Datailix may suspend the Customer’s account and, if the breach is not cured within 15 days of notice (or immediately for a breach of Clause 7), terminate the license.

14.2. Data of a milestone that is not paid in full within the time in Clause 2.5 is not licensed; the Customer shall not use it and shall delete it on Datailix’s request.

14.3. On termination for breach, the Customer shall stop using the Data, delete all copies held by it and its Authorized Users, and confirm the deletion in writing. Datailix may also require the Customer to stop using, and delete, any Model built or used in breach of Clause 6.2 or 7.

14.4. Clauses 6.2, 7, 8, 9, 12, 13 and 16 to 19 survive termination.

15. Confirming Compliance

On Datailix’s reasonable written request, no more than once a year unless a breach is suspected, the Customer shall confirm in writing that it and its Authorized Users comply with this Agreement.

16. Confidentiality

Each Party shall keep confidential the non-public information it receives from the other in connection with this Agreement, including prices and the Data, and use it only for this Agreement. This duty lasts while this Agreement is in force and for 2 years after it ends; the restrictions on the Data in Clauses 5, 7 and 8 continue without time limit.

17. Transfer

The Customer may transfer its license only together with the business that uses the Data (for example in a merger or acquisition), and must tell Datailix. Datailix may transfer this Agreement to an affiliate or a successor of its business.

18. Changes to these Terms

Datailix may publish new versions of this Agreement. A new version applies only to Orders placed after the Customer accepts it; each Order stays governed by the version accepted when it was placed.

19. Law, Disputes and Language

19.1. This Agreement is governed by the laws of the Arab Republic of Egypt.

19.2. The Parties shall first try to resolve any dispute amicably within 30 days of written notice; failing that, the dispute shall be submitted to the competent courts of Cairo, Egypt.

19.3. This Agreement is made in English. If a translation is provided, the English version prevails.

19.4. If any provision is held invalid, the rest remains in effect. This Agreement and each Order form the entire agreement between the Parties about the Data.

20. Electronic Acceptance and Contact

Electronic acceptance of this Agreement is the Customer’s signature. Datailix records the date and time of acceptance, the version, the account, and the IP address and browser used. Contact: Datailix for Information Technology Services · info@datailx.com · datailx.com