Terms and Conditions

Legal Entity

UPAURA SERVICES - FZCO (trading as Wavlo)

Registered Office

IFZA Business Park, DDP, Dubai, UAE

Registration

No. 66550 — Dubai Silicon Oasis

License

No. 68597 — DIEZA

Contact

help@wavlo.io

Article 1 — Definitions

In these Terms and Conditions, the following terms shall have the meanings set out below:

• “Platform” means the Wavlo online SaaS application, accessible via web browser, including all related APIs, tools, interfaces, and documentation provided by the Company.
• “Company” means UPAURA SERVICES - FZCO, a Free Zone Company incorporated under the laws of Dubai, United Arab Emirates, with License No. 68597, operating under the trade name Wavlo.
• “Client” means any legal entity or natural person who registers an account on the Platform and subscribes to the Services.
• “User” means any individual authorized by the Client to access and use the Platform under the Client’s account.
• “Services” means the audio guide production services provided through the Platform, including but not limited to: script writing, automated translation, AI-generated voice synthesis, audio file hosting, delivery, and management tools.
• “Content” means any text, scripts, audio files, translations, images, data, or other materials uploaded, created, generated, or stored on the Platform by or on behalf of the Client.
• “Generated Audio” means any audio output produced by the Platform using AI voice synthesis technology as a result of the Client’s use of the Services.
• “Credits” means the units of usage purchased by the Client, each Credit corresponding to a defined quantum of audio generation capacity on the Platform.
• “Subscription” means the recurring monthly or annual access fee paid by the Client for use of the Platform.
• “Intellectual Property” means all patents, copyrights, trademarks, trade secrets, know-how, algorithms, software code, user interfaces, designs, and any other proprietary rights related to the Platform.

Article 2 — Purpose and Scope

2.1. These Terms and Conditions (hereinafter “Terms”) govern the access to and use of the Wavlo Platform and Services provided by the Company.

2.2. By creating an account, accessing, or using the Platform, the Client acknowledges having read, understood, and accepted these Terms in their entirety. These Terms constitute a legally binding agreement between the Client and the Company.

2.3. The Company reserves the right to modify these Terms at any time. The Client will be notified of any material changes at least thirty (30) days prior to their effective date. Continued use of the Platform after such changes constitutes acceptance of the modified Terms.

2.4. These Terms apply to all Clients regardless of their geographic location, subject to any specific provisions mandated by the Client’s local jurisdiction.

Article 3 — Account Registration, Access, and Security

3.1. To access the Services, the Client must create an account by providing accurate, complete, and up-to-date information, including but not limited to: legal entity name, registered address, contact details, and VAT identification number (where applicable).

3.2. Each account and its associated login credentials are strictly personal and nominative. The Client’s access credentials (username and password) are non-transferable and may only be used by the individual to whom they have been assigned. Sharing, lending, or disclosing account credentials to any third party — including other employees, contractors, partners, or affiliates of the Client — is strictly prohibited.

3.3. If the Client requires access for multiple users, separate named accounts must be created for each individual user, subject to the applicable pricing and licensing terms. Each user account shall be linked to a single identified natural person.

3.4. The Client is solely responsible for maintaining the confidentiality of their account credentials and for all activities occurring under their account. The Client shall immediately notify the Company of any unauthorized use of their account or any security breach.

3.5. The Company reserves the right to monitor login activity, including IP addresses, device fingerprints, and concurrent sessions, to detect unauthorized account sharing. Any detected violation may result in immediate account suspension without prior notice and without refund.

3.6. The Company reserves the right to suspend or terminate any account that provides false, misleading, or incomplete information, or that is used in violation of these Terms.

Article 4 — Description of Services

4.1. The Platform provides the following core services:

• An online interface allowing Clients to create, organize, and manage audio guide content for tourist routes, stops, and points of interest;
• Script writing and editing tools for defining audio content per stop or waypoint;
• Automated translation of scripts into multiple languages using AI-powered translation technology;
• An integrated, fully automated audio production pipeline operated by the Company, which transforms Client-submitted scripts into natural-sounding audio narrations. Audio production is delivered as an integral component of the Platform; the Client interacts solely with the Wavlo interface and never directly accesses or operates any underlying voice synthesis engine, third-party API, or production infrastructure, which are managed exclusively by the Company;
• Audio file management, storage, and delivery in standard formats (MP3, WAV, etc.);
• Analytics and reporting tools to monitor content performance and usage.

4.2. The Company continuously improves the Platform and may add, modify, or discontinue features at its discretion. Material changes that adversely affect the Client’s use of core Services will be communicated with reasonable notice.

4.3. The Services are provided on an “as-is” and “as-available” basis. While the Company strives to maintain high service quality, it does not guarantee uninterrupted or error-free operation of the Platform.

Article 5 — License Fee, Credits, and Pricing

5A. Annual License Fee

5.1. Access to the Platform requires the payment of an annual license fee (hereinafter the “License Fee”). The License Fee grants the Client the right to access and use the Platform for one (1) year from the date of payment.

5.2. The License Fee covers access to the Platform interface, tools, and features. It does not include any audio generation capacity, which is exclusively provided through the Credit system described below.

5.3. The License Fee is due annually in advance and is non-refundable once the license period has commenced. The current applicable License Fee is published on the Platform.

5.4. The Company reserves the right to modify the License Fee with thirty (30) days’ prior notice. Fee changes shall apply at the next renewal date.

5B. Credit System

5.5. Audio production on the Platform operates on a prepaid Credit system. Credits represent prepaid units of audio production capacity delivered by the Company through its integrated production pipeline, and are purchased separately from the License Fee.

5.6. Credits are consumed upon successful delivery of audio content produced by the Company’s integrated production pipeline in response to the Client’s submission of a script or content request through the Platform interface. The number of Credits consumed per audio delivery depends on the duration, language, voice type, and complexity of the audio produced, as detailed in the Platform’s pricing documentation. For the avoidance of doubt, the Client does not directly access, control, or operate any voice synthesis technology, and all audio production is carried out by the Company as part of the Services.

5.7. The Client may reload their Credit balance at any time by purchasing additional Credit packages through the Platform. Available Credit packages and their pricing are published on the Platform.

5.8. Unused Credits remain valid for a period of twelve (12) months from the date of purchase. After this period, unused Credits shall expire automatically without refund or compensation.

5.9. Credits are strictly non-transferable between accounts and non-refundable, except as expressly provided in Article 13 (Termination). Credits purchased under one account cannot be transferred, assigned, or gifted to another account under any circumstances.

5.10. The Company reserves the right to modify Credit pricing and consumption rates at any time. Such changes shall not affect Credits already purchased but shall apply to future purchases.

5.11. All prices are quoted exclusive of applicable taxes (VAT, GST, or equivalent). The Client is responsible for all taxes applicable in their jurisdiction.

Article 6 — Payment Terms

6.1. Subscription fees are due in advance on a monthly or annual basis, depending on the plan selected. Credit purchases are due at the time of order.

6.2. Payments shall be made via the payment methods accepted on the Platform (credit card, bank transfer, or other methods as offered). The Client authorizes automatic recurring payments for Subscription renewals.

6.3. In the event of payment failure, the Company shall notify the Client and provide a grace period of seven (7) calendar days. If payment is not received within this grace period, the Company may suspend access to the Platform until the outstanding amount is settled.

6.4. Any amount remaining unpaid after thirty (30) days from the due date shall bear interest at a rate of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower), calculated from the due date until full payment is received.

6.5. The Company reserves the right to modify its pricing at any time. Price changes for existing Subscriptions shall take effect at the next renewal period, with at least thirty (30) days’ prior notice.

Article 7 — Intellectual Property Rights

7A. Company’s Intellectual Property

7.1. The Platform, including its software, algorithms, user interface, design, documentation, APIs, and all underlying technology, is and shall remain the exclusive property of the Company. Nothing in these Terms grants the Client any ownership rights in the Platform.

7.2. The Wavlo name, logo, and all related trademarks are the exclusive property of the Company. The Client shall not use, reproduce, or reference these marks without the Company’s prior written consent.

7.3. The Company grants the Client a limited, non-exclusive, non-transferable, revocable license to use the Platform solely for the purposes described in these Terms and for the duration of the active Subscription.

7B. Client’s Content and Generated Audio

7.4. The Client retains ownership of all original Content (scripts, text, data) that the Client uploads or creates on the Platform, provided such Content does not infringe upon any third-party rights.

7.5. Generated Audio produced through the Platform is licensed to the Client for commercial use, subject to the following conditions:

• The Client may use Generated Audio solely for their own business operations (audio guides, tourism content, marketing materials directly related to their business);
• The Client shall not resell, redistribute, sublicense, or make available the Generated Audio as a standalone product or as part of a competing audio generation service;
• The Client shall not use Generated Audio to train, fine-tune, or develop competing AI voice synthesis, text-to-speech, or audio generation models or services;
• The AI voice synthesis technology integrated into the Platform is proprietary. The Client acknowledges that the voices, models, and underlying audio generation technology are the exclusive property of the Company and its licensors. The Client shall not attempt to identify, extract, isolate, or reverse-engineer the voice synthesis technology or its components;
• The Client shall not claim ownership over the AI voices or represent that the Generated Audio was produced using the Client’s own technology.

7.6. The Company may use anonymized and aggregated usage data for the purpose of improving the Platform and Services, without identifying the Client or their specific Content.

Article 8 — Scope of Authorized Use

8.1. The Client’s use of the Platform is strictly limited to the experiences, routes, stops, and projects specified in the Client’s active contract or order form (hereinafter the “Authorized Scope”).

8.2. The Client shall not use the Platform to generate audio content for experiences, routes, locations, or projects that are not expressly included in the Authorized Scope without prior written agreement from the Company and, where applicable, the purchase of additional Credits or an amended contract.

8.3. Each contract or order form shall specify, at minimum: the number and names of the authorized experiences or routes; the languages covered; the approximate volume of audio content; and the intended use of the Generated Audio.

8.4. The Client shall not use the Platform to produce audio content on behalf of, or for the benefit of, any third party (including affiliates, subsidiaries, partners, or clients of the Client) unless such use is explicitly authorized in writing by the Company.

8.5. The Company reserves the right to audit the Client’s use of the Platform to verify compliance with the Authorized Scope. In the event of unauthorized use, the Company may: (a) invoice the Client for the additional usage at the applicable rate; (b) suspend the Client’s access; or (c) terminate the agreement in accordance with Article 13.

Article 9 — Acceptable Use Policy

9.1. The Client agrees to use the Platform solely for lawful purposes and in compliance with all applicable local, national, and international laws and regulations.

9.2. The Client shall NOT:

• Use the Platform to generate content that is defamatory, obscene, hateful, discriminatory, threatening, or otherwise illegal;
• Attempt to reverse-engineer, decompile, disassemble, or otherwise derive the source code or underlying algorithms of the Platform;
• Use automated tools (bots, scrapers, etc.) to access the Platform beyond the intended API usage;
• Share, resell, or sublicense their account credentials or Platform access to any third party;
• Attempt to circumvent any security measures, usage limits, or credit consumption mechanisms;
• Use the Platform to generate audio that impersonates real individuals without their explicit consent;
• Upload Content that infringes upon the intellectual property rights, privacy rights, or any other rights of third parties;
• Use the Platform in any manner that could damage, disable, overburden, or impair the Company’s servers, networks, or infrastructure.

9.3. Prohibition of Deceptive and Synthetic Media Misuse. The Client expressly acknowledges and agrees that the Platform shall NOT be used to: (a) create, generate, or distribute deepfakes, synthetic media, or any audio content intended to deceive, mislead, or misrepresent the identity, statements, or actions of any real person, whether living or deceased; (b) impersonate any individual, public figure, politician, celebrity, or private person without their explicit, verifiable, written consent; (c) generate political disinformation, fraudulent declarations, fake news, or any content designed to manipulate public opinion or electoral processes; (d) produce content that could reasonably be mistaken for authentic statements or recordings of real individuals, even for entertainment, satirical, or artistic purposes, unless such use is clearly disclosed and lawful.

9.4. Voice Cloning and Biometric Consent. The Client shall NOT upload, submit, or use any voice sample, recording, or biometric vocal data for the purpose of voice cloning, voice replication, or the creation of synthetic voices derived from a real person, without having obtained and being able to demonstrate, upon the Company’s request, the prior, explicit, informed, and written consent of the concerned individual. The Client shall be solely and fully liable for any breach of this obligation and shall indemnify the Company against any claim resulting therefrom.

9.5. Protection of Minors. The Platform is strictly intended for professional and adult use. The Client shall NOT use the Platform to generate, target, distribute, or market audio content directed at children under the age of eighteen (18), nor to create any content involving the voice, likeness, or personal data of a minor. Any experience deployed via the Platform must be suitable for general audiences or appropriately restricted by the Client to adult audiences.

9.6. Compliance with Upstream Technology Providers. The Client acknowledges that the Platform relies on third-party technology providers to deliver certain features, including voice synthesis and artificial intelligence capabilities. The Client agrees to use the Platform in a manner that complies with all applicable terms, acceptable use policies, and ethical guidelines of such upstream providers, as communicated by the Company from time to time. Any violation of these upstream requirements by the Client shall constitute a material breach of these Terms and may result in immediate suspension or termination of the Services, without prejudice to any other remedies available to the Company.

9.7. The Company reserves the right to investigate any suspected violation and to take appropriate action, including suspension or termination of the Client’s account, deletion of prohibited Content, and referral to law enforcement authorities where warranted.

Article 10 — Data Protection and Privacy

10.1. The Company processes personal data in accordance with its Privacy Policy, which forms an integral part of these Terms. The Privacy Policy is available on the Platform.

10.2. Where the Client is established in the European Economic Area (EEA) or processes data of EEA residents, the Company shall comply with the General Data Protection Regulation (EU) 2016/679 (“GDPR”). A Data Processing Agreement (DPA) shall be executed upon request.

10.3. The Company implements appropriate technical and organizational security measures to protect Client data against unauthorized access, alteration, disclosure, or destruction. These measures include, but are not limited to: encrypted data transmission (TLS/SSL), secure server infrastructure, access controls, and regular security audits.

10.4. The Client’s Content and Generated Audio are stored on secure servers. The Company shall not access, use, or disclose the Client’s Content except as necessary to provide the Services, comply with legal obligations, or enforce these Terms.

10.5. Upon termination of the Subscription, the Company shall retain the Client’s data for a period of sixty (60) days, during which the Client may request data export. After this retention period, all Client data shall be permanently deleted.

Article 11 — Service Availability and Support

11.1. The Company shall use commercially reasonable efforts to maintain Platform availability of at least 99.5% on a monthly basis, measured excluding scheduled maintenance windows.

11.2. Scheduled maintenance shall be communicated to Clients at least forty-eight (48) hours in advance. Emergency maintenance may be performed without prior notice when necessary to protect the integrity and security of the Platform.

11.3. Technical support is provided via email during business hours (Sunday to Thursday, 9:00 AM to 6:00 PM GST). The Company shall use reasonable efforts to respond to support requests within two (2) business days.

11.4. The Company shall not be liable for service interruptions caused by factors beyond its reasonable control, including but not limited to: third-party service outages, internet connectivity issues, force majeure events, or actions of the Client.

Article 12 — Limitation of Liability

12.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY THE CLIENT TO THE COMPANY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12.2. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO: LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITIES, OR BUSINESS INTERRUPTION, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER THE COMPANY WAS ADVISED OF THE POSSIBILITY THEREOF.

12.3. The Company does not warrant that Generated Audio will be free from imperfections, inaccuracies in pronunciation, or contextual errors. The Client is responsible for reviewing and validating all Generated Audio before deploying it for end-user consumption.

12.4. The Company shall not be liable for any claims arising from the Client’s Content, including but not limited to claims of intellectual property infringement, defamation, or inaccuracy of tourist information provided by the Client.

12.5. The Client agrees to indemnify and hold harmless the Company, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising from the Client’s use of the Platform, violation of these Terms, or infringement of any third-party rights.

Article 13 — Term and Termination

13.1. These Terms shall remain in effect for as long as the Client maintains an active Subscription on the Platform.

13.2. The Client may cancel their Subscription at any time through the Platform’s account settings. Cancellation shall take effect at the end of the current billing period. No partial refunds shall be issued for the remaining period of a monthly or annual Subscription.

13.3. The Company may terminate or suspend the Client’s account immediately and without prior notice in the event of:

• Material breach of these Terms by the Client;
• Non-payment of fees for more than thirty (30) days past due date;
• Fraudulent, illegal, or abusive use of the Platform;
• Client’s insolvency, bankruptcy, or cessation of business operations.

13.4. Upon termination, the Client’s right to access the Platform ceases immediately. Any unused Credits shall be forfeited, except where termination is due to the Company’s material breach, in which case a pro-rata refund of unused Credits may be issued at the Company’s discretion.

13.5. Provisions of these Terms that by their nature should survive termination shall continue in full force and effect, including but not limited to: Articles 7 (Intellectual Property), 8 (Scope of Authorized Use), 9 (Acceptable Use), 10 (Data Protection), 12 (Limitation of Liability), 14 (Confidentiality), and 16 (Governing Law).

Article 14 — Confidentiality

14.1. Each party agrees to maintain the confidentiality of all non-public information disclosed by the other party in connection with these Terms (“Confidential Information”), and shall not disclose such information to any third party without the prior written consent of the disclosing party.

14.2. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party at the time of disclosure; (c) is independently developed by the receiving party; or (d) is required to be disclosed by law, regulation, or court order.

14.3. This confidentiality obligation shall survive the termination of these Terms for a period of three (3) years.

Article 15 — Force Majeure

15.1. Neither party shall be liable for any failure or delay in performing its obligations under these Terms if such failure or delay results from circumstances beyond the reasonable control of the affected party, including but not limited to: natural disasters, acts of war or terrorism, epidemics or pandemics, government actions or regulations, power failures, telecommunications failures, cyberattacks, or failures of third-party service providers.

15.2. The affected party shall promptly notify the other party of the force majeure event and use reasonable efforts to mitigate its effects. If a force majeure event persists for more than ninety (90) consecutive days, either party may terminate these Terms without liability.

Article 16 — Governing Law and Dispute Resolution

16.1. These Terms shall be governed by and construed in accordance with the laws of the United Arab Emirates, as applicable in the Emirate of Dubai, without regard to its conflict of laws provisions.

16.2. In the event of any dispute arising out of or in connection with these Terms, the parties shall first attempt to resolve the dispute amicably through good-faith negotiations for a period of thirty (30) days.

16.3. If the dispute cannot be resolved through negotiation, it shall be referred to and finally resolved by arbitration administered by the Dubai International Arbitration Centre (DIAC) in accordance with its rules. The seat of arbitration shall be Dubai, UAE. The language of the arbitration shall be English.

16.4. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief from any court of competent jurisdiction to protect its intellectual property rights or confidential information.

Article 17 — General Provisions

17.1. Entire Agreement. These Terms, together with the Privacy Policy and any applicable order forms or addenda, constitute the entire agreement between the parties and supersede all prior agreements, representations, and understandings relating to the subject matter hereof.

17.2. Severability. If any provision of these Terms is found to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

17.3. Waiver. No failure or delay by either party in exercising any right or remedy under these Terms shall constitute a waiver of that right or remedy.

17.4. Assignment. The Client may not assign or transfer these Terms or any rights hereunder without the prior written consent of the Company. The Company may assign these Terms to any affiliate or successor entity without the Client’s consent.

17.5. Notices. All notices under these Terms shall be in writing and sent to the email address associated with the Client’s account or to the Company at help@wavlo.io. Notices shall be deemed received upon confirmation of delivery.

17.6. Language. These Terms are drafted in English. In the event of any conflict between the English version and any translation, the English version shall prevail.

— End of Terms and Conditions —
UPAURA SERVICES - FZCO · Wavlo · Version 1.0 · March 2026