End User License Agreement

Restrictions

End User shall not: (a) modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Software; (b) rent, lease, sublicense, sell, assign, loan, or otherwise transfer or distribute the Software; (c) use the Software for the benefit of any third party, including as a service bureau, outsourcing or time-sharing service; (d) remove or alter any proprietary notices or labels on the Software; or (e) use the Software in violation of any applicable laws or regulations.

Intellectual Property Rights

The Software, including all associated intellectual property rights, is and shall remain the sole property of Company and its licensors. No rights are granted to End User other than the limited license expressly set forth in this EULA.

Support and Updates

Company may, at its sole discretion, provide technical support, updates, or enhancements to the Software. Company reserves the right, in its sole discretion, to modify, suspend, or discontinue the Software at any time without notice or liability to End User.

Feedback and Data Collection

You grant Company a royalty-free, perpetual, irrevocable, sublicensable, and transferable license to use, modify, and incorporate your feedback, suggestions, and error reports related to your use of the Software into any of its products, services, or documentation without any obligation to compensate you. The Software may collect certain data and information, including but not limited to usage, performance, geolocation, and diagnostic data, and anonymised speech recognition voice sample recordings and text transcripts ("Collected Data"). By using the Software, you agree to the collection and use of Collected Data for the purposes of improving the Software functionality and performance.

Term and Termination

This EULA is effective upon End User's acceptance of its terms and shall continue until terminated. Either party may terminate this EULA at any time for any reason or no reason, upon written notice to the other party. Upon termination, End User shall cease all use of the Software and destroy any copies thereof in its possession or control. Sections 3, 7, 8, 9, and 10 shall survive termination of this EULA.

Warranties and Disclaimers

The Software is provided "AS IS" and without warranty of any kind. Company and its licensors disclaim all warranties, express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Company does not warrant that the Software will meet End User's requirements, that the operation of the Software will be uninterrupted or error-free, or that defects in the Software will be corrected.

Limitation of Liability

In no event shall Company or its licensors be liable to End User for any indirect, incidental, consequential, special, exemplary, or punitive damages (including, but not limited to, loss of profits, loss of data, loss of use, or business interruption) arising out of or related to this EULA or the Software, whether based on contract, tort, strict liability, or any other legal theory, even if advised of the possibility of such damages. In no event shall Company's total liability to End User for all damages, losses, and causes of action exceed the amount paid by End User for the Software during the twelve (12) months immediately preceding the date on which the claim arose. The foregoing limitations shall apply to the maximum extent permitted by applicable law, notwithstanding any failure of essential purpose of any limited remedy.

Indemnification

End User agrees to indemnify, defend, and hold harmless Company and its licensors, and their respective officers, directors, employees, and agents, from and against any and all claims, demands, actions, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) End User's use of the Software in violation of this EULA; (b) End User's infringement or violation of any intellectual property or other rights of any third party; or (c) End User's violation of any applicable laws or regulations.

General Provisions

• Entire Agreement: This EULA constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the parties.
• Amendment: This EULA may be amended only in writing and signed by both parties.
• Governing Law: This EULA shall be governed by and construed in accordance with the laws of the State of New South Wales, Australia, without giving effect to its conflict of laws principles.
• Jurisdiction: Any legal action or proceeding arising under this EULA shall be brought exclusively in the state or federal courts located in the State of New South Wales, Australia, and the parties hereby consent to the personal jurisdiction and venue thereof.
• Severability: If any provision of this EULA is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Waiver: No waiver of any right or remedy under this EULA shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced.
• Assignment: End User may not assign, delegate, or otherwise transfer this EULA or any of its rights or obligations hereunder, without Company's prior written consent.
• Notices: All notices and other communications required or permitted under this EULA shall be in writing and shall be deemed given when delivered personally, sent by registered or certified mail (postage prepaid, return receipt requested), or sent by email, to the addresses or email addresses specified by the parties.
• Force Majeure: Company shall not be liable for any delay or failure in performance due to causes beyond its reasonable control, including, but not limited to, acts of God, acts of civil or military authorities, fire, flood, earthquake, riot, war, sabotage, labor disputes, government action, or internet or telecommunications failures.
• Headings: The headings in this EULA are for convenience only and shall not affect the interpretation or construction of this EULA.
• No Third-Party Beneficiaries: Nothing in this EULA is intended to, or shall be deemed to, confer any rights or remedies upon any person or entity other than the parties hereto and their respective successors and permitted assigns.
• Independent Contractors: The parties are independent contractors, and nothing in this EULA shall be construed as creating an employer-employee relationship, partnership, joint venture, agency, or fiduciary relationship between the parties.
• Language: This EULA has been prepared in English, which shall be controlling in all respects. Any translations of this EULA into other languages are provided for reference purposes only and shall have no legal or other effect.
• Counterparts: This EULA may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
• Compliance with Laws: Each party shall comply with all applicable laws, regulations, and ordinances in connection with its performance under this EULA.
• Equitable Relief: End User acknowledges and agrees that any breach of its obligations under this EULA with respect to the intellectual property rights of Company or its licensors may cause Company irreparable harm for which there is no adequate remedy at law. Accordingly, in the event of any actual or threatened breach of such obligations, Company shall be entitled to seek injunctive or other equitable relief, in addition to any other remedies available to it under applicable law.