Data Provider Agreement

VOCALSTOCK DATA PROVIDER AGREEMENT

1. Definitions

1.1. “Platform” means Vocalstock, operated by Datailix. “Customer” means a company that licenses data through the Platform.

1.2. “Data” means the audio recordings the Provider supplies, with their metadata. A “Batch” is one delivery of Data, declared on the Platform with one language, one domain, one type (solo, conversation or 2-channel conversation) and one recording set-up.

1.3. “Speaker” means a person whose voice appears in the Data. “Accepted Data” means Data in a Batch that Datailix has approved.

2. Eligibility and account

2.1. An individual Provider must be at least 18 years old and have full legal capacity. A company Provider must be duly registered, and the person accepting this Agreement must be authorised to bind it.

2.2. The Provider shall give true and complete information about itself and its Data. Datailix may approve or decline any account at its discretion and may ask for identification or company documents.

3. The Data

3.1. Every Batch shall hold at least 10 hours of the language, domain, type and recording set-up declared for it, and every file shall match that declaration.

3.2. Audio shall be original WAV or FLAC recordings at 16 kHz or more. The Provider shall not convert compressed recordings (such as MP3 or M4A) into these formats, or otherwise misrepresent how the Data was made.

3.3. With every Batch the Provider supplies a CSV describing each recording: its file(s), and for each Speaker the Provider’s own identifier, gender, year of birth and country, and where known the topic and recording date. This information shall be accurate.

3.4. No Speaker may account for more than 25 hours of the Provider’s Data (or a pair of Speakers, for conversations). Every Speaker was at least 18 when recorded.

3.5. The Data shall not contain personal information about anyone other than the Speakers’ voices and the metadata in Clause 3.3 — for example real names, identity, card or account numbers, or health records of real people — unless it has been removed or made anonymous.

3.6. The Provider shall not supply Data that is already on the Platform, whether supplied by the Provider or by anyone else. Datailix fingerprints every file and may reject Data that matches other recordings.

4. The Provider’s warranties

4.1. The Provider warrants, for all Data it supplies, that: (a) it owns the Data or has every right needed to grant the licence in Clause 6; (b) every Speaker gave informed, freely given, written consent to their recordings being licensed to third parties, worldwide and without time limit, to train, evaluate and improve artificial-intelligence models, with no further payment due to them from Datailix or any Customer; (c) no Speaker has withdrawn that consent; (d) the Data was collected lawfully, not by scraping, recording people without their knowledge, or any breach of contract or confidence; (e) no exclusive licence or other right granted to anyone prevents this Agreement; and (f) the Provider has told Datailix, for each Batch, whether the same Data is licensed or sold elsewhere.

4.2. The Provider shall keep the Speakers’ consent records for as long as the Data is licensed through the Platform and for 3 years after.

5. Evidence

5.1. With every Batch the Provider uploads the blank consent form used and a sample of signed consent forms. On request, the Provider shall provide within 10 working days the consent of any Speaker and any other evidence reasonably needed to show that Clause 4 is true.

5.2. If the Provider cannot provide that evidence, Datailix may remove the Data concerned from sale and withhold amounts relating to it until the matter is resolved.

6. Licence to Datailix

6.1. The Provider keeps ownership of the Data. It grants Datailix a non-exclusive, worldwide, perpetual licence to store, copy, process and describe the Accepted Data, to make technical changes that don’t alter the speech (such as trimming, format conversion, combining two speakers’ tracks into one stereo file, previews of up to a few seconds, fingerprints and automated quality checks), and to license it to Customers under the Vocalstock Data License.

6.2. Licences granted to Customers before the Data is removed from sale or this Agreement ends continue under their own terms.

7. Review and removal

7.1. Datailix reviews each Batch, including by listening to a sample, and approves or rejects it as a whole. Approval does not guarantee that any Data will be licensed.

7.2. Datailix may remove any Data from sale at any time, including after a complaint, a quality or legal concern, or a match with other recordings.

8. Compensation

8.1. For Accepted Data, the Provider earns a fixed amount in USD per hour of Data licensed to a Customer and paid for, each time it is licensed. The amount is set for each Batch and shown to the Provider when the Batch is approved; it does not change for that Batch afterwards. Datailix alone sets the prices Customers pay.

8.2. Amounts earned are paid in periodic batches after the Customers concerned have paid, by the payout method the Provider sets on the Platform, once at least USD 20 is due. The Provider bears its own transfer fees and taxes. Amounts unclaimed for 24 months because of missing or wrong payout details may be forfeited.

8.3. If a sale is refunded or reversed, or Data turns out to breach this Agreement, Datailix may deduct the related amounts from future payments.

9. Withdrawn consent and claims

9.1. The Provider shall tell Datailix at info@datailx.com within 72 hours if a Speaker withdraws consent or any claim is made about the Data. Datailix will remove the Data concerned from future sales.

9.2. The Provider shall indemnify Datailix and its Customers against all claims, losses and reasonable costs arising from a breach of Clauses 3 to 5, including claims by Speakers or other third parties.

10. Liability

10.1. Except for fraud or as the law requires otherwise, Datailix’s total liability under this Agreement is limited to the amounts paid to the Provider in the 12 months before the claim.

11. Confidentiality and personal data

11.1. Each party shall keep the terms of this Agreement, including rates and earnings, confidential for 2 years after it ends, except as the law requires.

11.2. The Provider is responsible for collecting the Speakers’ data lawfully. Datailix processes the Data and metadata to operate the Platform; Customers receive Speakers only as anonymous identifiers with gender, age range and country.

12. Term and termination

12.1. Either party may end this Agreement with 30 days’ written notice. Datailix may suspend the account or end the Agreement at once if the Provider breaches it.

12.2. After the end, Datailix stops new sales of the Provider’s Data within 30 days, and still pays for sales made before then. Clauses 4, 5, 6.2, 8.3, 9, 10 and 11 continue.

13. General

13.1. Datailix may update this Agreement; the Provider accepts the new version before its next Batch. The English text prevails.

13.2. This Agreement is governed by the laws of the Arab Republic of Egypt, and the courts of Cairo have jurisdiction.

13.3. Acceptance on the Platform is recorded with its date and time, the version, and the IP address and browser used.