Terms of Service

Welcome to Speech Revolutions. Before accessing or using any services offered by Speech Revolutions LLC ("Speech Revolutions," "we," "us," "our"), please read these Terms of Service carefully.

By (1) executing or otherwise accepting one or more order forms with Speech Revolutions that reference these Terms of Service (each, an "Order Form"), (2) clicking a box indicating acceptance, or (3) using the Services, you ("Customer," "you," "your") agree to be bound by these Terms of Service (together with any exhibits, addenda, amendments, and/or Order Forms, the "Agreement") to the exclusion of all other terms. Each party may be referred to individually as a "Party" and together as the "Parties."

If the individual accepting this Agreement does so on behalf of a company or other legal entity, that individual represents that they have authority to bind such entity and its Affiliates to this Agreement, in which case "Customer" refers to such entity and its Affiliates. If the accepting individual lacks such authority, or does not agree to this Agreement, they must not accept it and may not use the Services.

1. Definitions

1.1 "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party. "Control," for purposes of this definition, means direct or indirect ownership or control of more than fifty percent (50%) of the voting interests of the subject entity.

1.2 "AUP" means the Acceptable Use Policy governing permitted and prohibited uses of the Platform, incorporated herein by reference and available at /acceptable-use.

1.3 "Confidential Information" means information disclosed by one Party (the "Discloser") to the other Party (the "Recipient") that is identified as confidential at the time of disclosure or that a reasonable person would consider confidential from the nature of the information and the circumstances of disclosure. Confidential Information excludes information that: (i) becomes publicly known through no fault of the Recipient; (ii) was rightfully known by the Recipient before disclosure, as shown by the Recipient's records; (iii) is independently developed by the Recipient without use of the Discloser's Confidential Information, as shown by the Recipient's records; or (iv) is rightfully received from a third party without confidentiality restrictions.

1.4 "Customer Data" means any information, data, and other content, in any form or medium, submitted, posted, transmitted, or otherwise made available by or on behalf of Customer through the Services, including all Inputs. For clarity, Customer Data does not include Usage Data.

1.5 "Documentation" means Speech Revolutions' end-user documentation relating to the Services made available to Customer, including documentation at https://docs.speechrevolutions.com.

1.6 "DPA" means the Data Processing Addendum available at /legal/dpa and, when executed or incorporated, forms part of this Agreement to the extent applicable under data protection law.

1.7 "Harmful Code" means any software, hardware, or other technology designed or used to gain unauthorized access to, or to destroy, disrupt, disable, or otherwise harm, any computer, software, firmware, hardware, system, network, application, or data.

1.8 "Input" means any audio files, media, URLs, prompts, configuration parameters, or other input provided or made available by or on behalf of Customer or its end users to the Platform in connection with generating an Output.

1.9 "Output" means any information generated by the Platform in response to an Input, including transcript files, speaker labels, timestamps, formatted text, and other speech intelligence features made available to Customer. Usage Data is not Output.

1.10 "Platform" means the hosted API, console, and related software developed by Speech Revolutions and provided to Customer under this Agreement.

1.11 "SLA" means any service level commitments published by Speech Revolutions for the Services, including at /legal/sla, as updated from time to time.

1.12 "Services" means the services provided by Speech Revolutions under this Agreement, including the Platform, related support, products described in applicable Order Forms, and access to Speech Revolutions websites.

2. Provision and Use of the Services

2.1 Order Forms; License Grant

Unless a separate Order Form is mutually executed in writing, the Order Form in Exhibit A applies by default and is incorporated into this Agreement. Any mutually executed Order Form supersedes Exhibit A unless the Parties agree otherwise in writing. Subject to Customer's compliance with this Agreement, Speech Revolutions grants Customer a non-exclusive, limited, personal, non-sublicensable, non-transferable right and license to access and use the Services during the Term for Customer's internal business purposes, only as provided herein and in accordance with the Documentation.

2.2 Support; Updates

Speech Revolutions will use commercially reasonable efforts to provide support as described in the SLA or Documentation. Speech Revolutions may provide upgrades, patches, enhancements, or fixes ("Updates") without additional charge; such Updates become part of the Services and are subject to this Agreement. Speech Revolutions has no obligation to provide any particular Updates. Speech Revolutions may modify the Services at any time in its discretion, but will use commercially reasonable efforts to give reasonable prior notice of material changes.

2.3 Access to and Use of the Services

Customer shall:

• be responsible for all use of the Services under its account;
• use commercially reasonable efforts to prevent unauthorized access and notify Speech Revolutions promptly of any unauthorized access or use;
• obtain and maintain equipment, software, and services needed to connect to and use the Services, as described in the Documentation;
• ensure use of the Services and any Inputs and Outputs complies with the AUP; and
• be responsible for all Inputs and Outputs and ensure they do not violate applicable law or this Agreement.

Customer shall not use the Services, including processing Inputs or using Outputs, in any manner prohibited by applicable law or in a way that could cause the Services or any integrated system to be classified as a "high-risk" artificial intelligence system under applicable law, including where relevant under the EU AI Act.

2.4 Use Restrictions

Customer shall not (and shall not permit any third party to):

• reverse engineer, decompile, disassemble, or otherwise attempt to discover source code or underlying algorithms of the Services, except where applicable law prohibits such restriction;
• modify, translate, or create derivative works based on the Services;
• copy, rent, lease, distribute, pledge, assign, sublicense, publish, or otherwise transfer rights in the Services;
• use the Services for the benefit of third parties or make the Services available to third parties except as expressly permitted;
• remove or alter proprietary notices on the Services;
• use or access the Services to develop a competing speech-to-text product or service, or engage in competitive analysis or benchmarking except with prior written consent;
• interfere with proper operation of the Services or bypass access controls;
• use the Services or Output to train, optimize, or improve any speech-to-text, speech-language, or similar model owned or operated by Customer or a third party, except as expressly permitted in writing;
• use the Services or Output for automated decision-making or profiling where prohibited by applicable law; or
• otherwise use the Services in violation of applicable law or outside the scope permitted by Speech Revolutions.

Customer shall not upload or transmit Harmful Code; provide materials for unauthorized testing or benchmarking of the Services; or use the Services in a manner that violates third-party privacy, intellectual property, contractual, or other proprietary rights.

2.5 Customer Cooperation

Speech Revolutions' provision of the Services may depend on Customer providing timely cooperation, including reasonable access to systems, personnel, and materials when required under an Order Form.

2.6 Speaker Diarization and Audio Intelligence Features

Where Customer enables speaker diarization, sentiment analysis, or similar features, Customer is responsible for obtaining any consents required under applicable law for processing voice or biometric identifiers, and for using such features in compliance with this Agreement and the AUP.

3. Fees

3.1 Fees; Overdue Amounts

Customer shall pay all fees specified in an Order Form ("Fees") by the due dates on associated invoices. Fees are quoted and payable in United States dollars unless otherwise specified, exclusive of applicable taxes. Unless otherwise stated, paid Fees are non-refundable and payment obligations are not cancelable or subject to proration for partial periods. If invoiced amounts are not received by the due date and are not subject to a good faith dispute, Speech Revolutions may (a) charge late interest at one percent (1%) per month or the maximum rate permitted by law, whichever is lower, and/or (b) suspend access until the account is current, including accrued interest.

3.2 Taxes

Customer is responsible for all taxes except taxes based on Speech Revolutions' income. Customer shall not withhold taxes from amounts owed to Speech Revolutions except as required by law.

4. Proprietary Rights and Licenses

4.1 Reservation of Rights

Subject to limited rights expressly granted hereunder, Speech Revolutions and its licensors reserve all right, title, and interest in and to the Services. No rights are granted except as expressly set forth herein.

4.2 Feedback

Customer grants Speech Revolutions a worldwide, perpetual, irrevocable, royalty-free license to use, distribute, disclose, and incorporate into its products and services any suggestion, enhancement request, recommendation, correction, or other feedback relating to the Services.

4.3 Customer Data

Customer retains all right, title, and interest in Customer Data, including intellectual property rights therein. Customer is solely responsible for the accuracy, quality, legality, and rights to use Customer Data. Customer grants Speech Revolutions a non-exclusive, royalty-free, worldwide license to use and process Customer Data solely to provide, maintain, secure, and support the Services to Customer. Unless Customer opts in to a separate written data improvement program, Speech Revolutions does not use Customer Data to train speech recognition or machine learning models.

4.4 Output

Customer acknowledges that Output may contain errors, omissions, or hallucinations and may be incomplete or inaccurate. Because artificial intelligence systems are probabilistic, similar Inputs may produce different Outputs over time, and similar Output may appear for different customers. Customer is solely responsible for evaluating Output before use and for any reliance on accuracy, completeness, or usefulness. Customer shall not use automated methods to extract Output to circumvent usage limits, or represent Output as human-generated without disclosure where required by law.

4.5 Usage Data

Speech Revolutions may collect data concerning provision, performance, availability, usage, integrity, and security of the Services ("Usage Data"), such as API call metadata, job status, error rates, and billing metrics. Speech Revolutions owns Usage Data and may use it for its business purposes, including billing, support, security, and service improvement.

4.6 Aggregated and De-Identified Data

Speech Revolutions may create aggregated or de-identified data derived from Customer Data or Usage Data that does not identify Customer or any individual ("Aggregated Data"). Speech Revolutions owns Aggregated Data and may use it for analytics, benchmarking, marketing, and product improvement. Aggregated Data is not Customer Data.

5. Warranties, Disclaimers, and Liability Limits

5.1 Mutual

Each Party represents and warrants that: (a) it is duly organized and validly existing under the laws of its jurisdiction; (b) it has full power and authority, and has obtained approvals necessary, to enter into this Agreement and perform its obligations; (c) this Agreement is legally binding and enforceable; and (d) execution and performance do not conflict with other binding agreements.

5.2 Speech Revolutions' Warranty

Speech Revolutions warrants that the Platform will operate materially in accordance with the Documentation during the Term. If the Platform fails this warranty, Speech Revolutions will, as Customer's sole remedy, use commercially reasonable efforts to correct the non-conformity.

5.3 Customer's Warranty

Customer represents and warrants that it has all rights and consents necessary to provide Customer Data and Inputs without infringing third-party rights, and that it will use the Services in compliance with this Agreement and applicable law.

5.4 Disclaimers

Except as expressly set forth herein, each party disclaims all warranties, express or implied, including merchantability, title, non-infringement, and fitness for a particular purpose. Unless otherwise provided, your use of the services is at your own risk and the services are provided "as is" and "as available." Speech revolutions makes no warranty that the services or any results will meet your requirements, operate without interruption, achieve intended results, be compatible with other systems, or be secure, accurate, complete, free of harmful code, or error free. Speech revolutions is not responsible for third-party products integrated with the services.

5.5 Pre-Release Products

Speech revolutions may offer products or features identified as alpha, beta, pre-release, preview, economy-tier pilot, or similar ("pre-release products"). Pre-release products are provided on a voluntary basis, may not be suitable for production use, and are provided "as is" without indemnities, service-level commitments, or warranties. Customer assumes all risk associated with pre-release products.

5.6 Limitation of Liability

Except for customer's indemnification obligations or breach of section 7 or section 2.4, in no event shall either party, nor its directors, employees, agents, partners, suppliers, or content providers, be liable for any lost profits, data loss, breach of security, cost of substitute services, special, indirect, incidental, punitive, or consequential damages, or bugs or harmful code, regardless of whether advised of the possibility of such damages. Except for the foregoing exclusions, each party's aggregate direct liability arising out of or related to this agreement shall not exceed the fees paid or payable by customer to speech revolutions under applicable order forms in the twelve (12) months before the event giving rise to the claim.

6. Indemnification

6.1 Speech Revolutions' Indemnification

Speech Revolutions will defend and indemnify Customer against third-party claims alleging that Customer's permitted use of the Platform infringes a United States patent, copyright, or misappropriates a trade secret, and will pay resulting losses as described below ("Losses"). If the Platform becomes or is likely to become subject to an infringement claim, Speech Revolutions may, at its option: (a) procure continued rights; (b) modify the Platform to be non-infringing with comparable functionality; or (c) terminate the affected Services and refund a pro-rata portion of prepaid Fees for the terminated portion. This section does not apply to claims arising from Customer designs, non-compliant use, Customer modifications, Customer Data, or combinations with non-Speech Revolutions products ("Excluded Claims"). This section states Speech Revolutions' sole liability for intellectual property infringement claims.

6.2 Customer's Indemnification

Customer will defend and indemnify Speech Revolutions against Losses from third-party claims that are Excluded Claims or arise from Customer's breach of this Agreement.

6.3 Procedures

The indemnified Party must promptly notify the indemnifying Party of any claim (failure to notify relieves the indemnifying Party only if materially prejudiced). The indemnifying Party may assume sole control of defense and settlement; the indemnified Party may participate at its own expense. The indemnifying Party may not settle a claim requiring a materially adverse act or admission by the indemnified Party without written consent (not unreasonably withheld). The indemnified Party will provide reasonable cooperation at the indemnifying Party's expense.

7. Confidentiality

7.1 Confidentiality Obligations

The Recipient will maintain the Discloser's Confidential Information in confidence using at least reasonable care and will not use it except to perform under this Agreement or as otherwise agreed in writing. The Recipient may not reverse-engineer, decompile, or disassemble tangible objects embodying Confidential Information except as permitted by law. The Recipient may disclose Confidential Information only to Representatives with a need to know who are bound by confidentiality obligations at least as protective as this Agreement. The Recipient remains responsible for its Representatives. Confidential Information may be disclosed when required by law after reasonable notice to the Discloser where permitted, or to establish rights under this Agreement. Upon termination, the Recipient will return or destroy Confidential Information upon request. Confidentiality obligations survive termination.

8. Term

8.1 Term of Agreement

This Agreement begins when Customer first accepts it and continues until all Order Forms expire or terminate, unless terminated earlier (the "Term"). Each Order Form terminates upon termination of this Agreement.

8.2 Term of Order Forms

Each Order Form runs for the service term specified therein and renews as stated in that Order Form or Exhibit A.

8.3 Termination for Cause

Either Party may terminate this Agreement or an Order Form if the other Party materially breaches and fails to cure within thirty (30) days after written notice, or if the other Party becomes subject to bankruptcy or similar proceedings. If Customer terminates for cause under this section, Speech Revolutions will refund prepaid Fees for unused periods after the effective termination date. If Speech Revolutions terminates for cause, Customer pays unpaid Fees for periods before termination to the extent permitted by law.

8.4 Termination for Convenience

Unless an Order Form states otherwise, either Party may terminate for convenience where the service term is unfixed or has no defined end date, effective thirty (30) days after Customer's notice to Speech Revolutions or ninety (90) days after Speech Revolutions' notice to Customer. Upon such termination, unpaid amounts for Services become due as invoiced.

8.5 Refund or Payment upon Termination

If this Agreement or an Order Form is terminated by Customer under Section 8.3 or by Speech Revolutions under Section 8.4, Speech Revolutions will refund prepaid Fees covering the remainder of the applicable Order Form term after the effective termination date. If terminated by Speech Revolutions under Section 8.3 or by Customer under Section 8.4, Customer will pay unpaid Fees covering the remainder of the term, including any unpaid spend commitment. Termination does not relieve Customer of obligation to pay Fees accrued before the effective termination date.

8.6 Survival

Upon expiration or termination, rights and licenses cease except that: (a) accrued obligations survive; (b) Customer must stop using and destroy copies of the Services; and (c) Sections 1, 2.4, 3, 4, 5.4, 5.6, 6, 7, 8.6, and 9 survive.

9. General Provisions

9.1 Entire Agreement

This Agreement, including Order Forms, is the entire agreement regarding its subject matter and supersedes prior communications. Customer purchase order terms are void. Conflicts are resolved in this order: (1) applicable Order Form, (2) these Terms, (3) Documentation.

9.2 Publicity

Customer agrees that Speech Revolutions may reference Customer's name, trademarks, and use of the Services in marketing materials, presentations, and on its website during the Term, unless Customer expressly prohibits such references in writing.

9.3 Relationship of the Parties

Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship.

9.4 No Third-Party Beneficiaries

This Agreement is solely between the Parties and confers no rights on third parties except as expressly stated.

9.5 Assignment

Neither Party may assign this Agreement without the other Party's written consent, except either Party may assign in connection with a merger, acquisition, or sale of substantially all assets. This Agreement binds successors and permitted assigns.

9.6 Amendment and Waiver

Speech Revolutions may modify this Agreement by posting updated terms and using commercially reasonable efforts to notify Customer of material changes before they take effect. Continued use after changes constitutes acceptance. Other amendments require written agreement by both Parties. Failure to enforce a provision is not a waiver.

9.7 Equitable Relief

The Parties acknowledge that breach of Sections 4 or 7, or Customer's breach of Section 2.4, may cause irreparable harm for which monetary damages may be inadequate, and the non-breaching Party may seek injunctive or equitable relief in addition to other remedies.

9.8 Governing Law; Venue

This Agreement is governed by the laws of the State of Delaware, excluding conflict-of-law rules. The Parties consent to exclusive jurisdiction in the state and federal courts located in Delaware. The UN Convention on Contracts for the International Sale of Goods does not apply.

9.9 Notices

Notices must be in writing and are effective upon personal delivery, two business days after certified or overnight mail, or the day sent by email if confirmed received. Notices to Customer go to the address or email in Customer's console account. Notices to Speech Revolutions go to Speech Revolutions LLC, Attn: Legal, email: legal@speechrevolutions.com.

9.10 Export Controls

The Services may be subject to U.S. export control laws. Customer shall not export, re-export, or release the Services to prohibited jurisdictions or persons, and shall comply with applicable export laws and obtain required approvals before making the Services available outside the United States.

9.11 Force Majeure

Except for payment obligations, neither Party is liable for failure to perform due to causes beyond reasonable control, including natural disasters, fire, flood, severe weather, power failure, internet failure, acts of war or terrorism, civil unrest, labor disputes, or government actions.

9.12 Interpretation and Severability

Section titles are for convenience only. "Include," "includes," and "including" mean without limitation. "Or" is not exclusive. "Herein," "hereof," "hereto," and "hereunder" refer to this Agreement as a whole. If any provision is illegal or unenforceable, it will be limited or eliminated so the remainder remains in effect.

Exhibit A — Order Form

1. Order

1.1 Order Summary

1.2 Order Terms

This Order Form is part of the Agreement at /terms. Capitalized terms not defined here have meanings in the Terms of Service. If the Order Form conflicts with the Terms, this Order Form controls for order-specific commercial terms.

1.3 Services and Fees

Speech Revolutions provides the Platform and support during the Service Term. Customer pays Fees on a pay-as-you-go basis according to actual usage at rates in Appendix A or the console pricing page. Speech Revolutions invoices per the invoice schedule; Customer pays within the stated payment term.

1.4 Spend Commitment

If Customer agrees to a non-zero spend commitment in a separate written order, usage counts against that balance until satisfied. Customer will be invoiced per the commit schedule over the agreed period. If Customer depletes the commitment before it is fully invoiced, the remaining amount may be accelerated and invoiced. At the end of the Service Term, unused commitment amounts expire unless otherwise agreed in writing.

2. Term

2.1 Term

The Service Term begins on the Order Start Date and continues for the duration specified above unless terminated earlier under the Agreement.

2.2 Term Renewals

Where renewal is automatic and the Service Term is fixed, the Order Form renews for successive terms equal to the initial term unless either Party opts out with thirty (30) days' written notice before the current term ends. Where the Service Term is unfixed with a non-zero spend commitment, upon completion of a commit period the Order Form may renew for subsequent terms with a refreshed commitment unless either Party provides valid non-renewal notice before the commit period ends. Where the Service Term is unfixed without a spend commitment, termination for convenience follows Section 8.4 of the Terms.

2.3 Termination for Convenience

Either Party may terminate this Order Form for convenience with written notice effective thirty (30) days after Customer's notice to Speech Revolutions or ninety (90) days after Speech Revolutions' notice to Customer.

3. Order-Specific Terms

Standard batch transcription and Economy batch transcription tiers are billed at published per-minute rates. Economy tier jobs are processed on idle compute capacity and are subject to the delivery timeframe and failure-notification practices described in the Documentation and pricing page.

Appendix A: Fee Schedule

Covered services and current rates are listed in the Customer console billing and pricing pages at /#pricing, unless otherwise stated in a mutually executed Order Form. Unless otherwise stated, there is a zero spend commitment under this default Order Form.