WizzSMARTS

Unknown User 04-25-2024 08:00PM ET 3.141.27.244 SRV-A0
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WizzSMARTS Agreement

AGREEMENT FOR WIZZ SPEECH MANAGED AUDIO RECOGNITION TECHNOLOGY SERVICE "WIZZSMARTS" This legally binding Agreement defines the terms under which Wizzard Speech LLC ("The Company") with an address at 2400 Oxford Drive #138, Bethel Park, PA 15102, agrees to provide and You ("The Client") agree to accept, speech recognition services under the Wizzard Speech LLC "SMARTS" Offering ("The Service"). Herewith both The Client and The Company together will be referred to as ("The Parties"). 1) Overview The Service is a business to business (b2b) offering by Wizzard Speech LLC where Audio Data provided by The Client (in a format agreed to by The Parties) is processed using an automated speech recognition technology on servers hosted by The Company and Textual Output is electronically returned to The Client. 2) Grants Ownership of all Audio Data submitted by The Client and the Textual Output (Deliverables) processed by The Service remain with The Client. The Client grants The Company a limited right to use the Audio Data and Textual Output internally within The Company for the sole purpose of improving the accuracy of The Service. The Company agrees to treat all such Data and Textual Output as Confidential and ensure full compliance with federal, state and local laws, rules and regulations, including HIPAA rules and regulations. This Grant is solely between The Company and The Client and delivers no ownership, property rights or proprietary interest in the Audio Data or Textual Output. 3) Assignments The Client may not assign this Agreement without The Company's written consent. 4) Protections The Client shall not have any rights under this License related to The Service, Its internal workings, or underlying technology, nor will The Client have any access to The Service or its internal workings other than as granted by The Company under this Agreement. The Client agrees not to assert against The Company, its affiliates or authorized representatives any claim for infringement or misappropriation of any rights protectable under intellectual property law throughout the world, including rights protectable under patent, copyright, trade secret or trademark in any way relating to The Service. The above protections shall also survive termination of this agreement. 5) Indemnification and Liability? The Company does not make, and expressly disclaims, any express or implied warranties, representations or endorsements of any kind, including, without limitation, the implied warranties or merchantability, suitability, or fitness for a particular purpose. Where statutes allow, The Client assumes total responsibility and risk for The Service usage. The Company offers The Service under this Agreement "as is" with no statement of recognition accuracy and The Client acknowledges and accepts The Deliverables and any usage of the deliverables under such terms. The Client shall hold harmless, defend, or indemnify The Company as warranted. In no event shall The Company or its directors, officers, employees or affiliates be liable for (i) any incidental, consequential, indirect, special or exemplary damages (including, without limitation, damages for loss of profits, business interruption, loss of programs or information and the like) arising out of the use of or inability to use The Service, even if The Company or any of its authorized representatives has been advised of the possibility of such damages; (ii) any claim attributable to errors, omissions, or other inaccuracies in The Service, or (iii) any third party claim. Because some states do not allow exclusion or limitation of liability for consequential or incidental damages, certain limitations above may not apply. In such states, The Company's liability is limited to the greatest extent permitted by law. Except where otherwise specified, The Company's liability to The Client (if any) for actual direct damages for any cause whatsoever, and regardless of the form of the action, will be limited to and shall not exceed the last total monthly amount paid or invoiced to The Company for The Services fees. The above protections shall also survive termination of this agreement. 6) Jurisdiction This Agreement shall be governed by and construed in accordance with the laws of the State of Pennsylvania, USA, applicable to agreements made and to be performed wholly therein without regard to its conflicts of law rules. The Client agrees that any legal action or proceeding between The Company and The Client for any purpose concerning this Agreement or the obligations hereunder shall be brought exclusively in a federal or state court of competent jurisdiction in the state of Pennsylvania. The Company and The Client agree that any cause of action or claim The Client may have with respect to The Service shall be brought within 1 month after the claim or cause of action arises or such claim or cause of action is barred under the terms of this Agreement. The Company's failure to insist upon or enforce strict performance of any provision of this Agreement is not a waiver of any provision or right and The Company reserves the right to enforce strict performance of this Agreement in accordance with the terms of this Agreement, federal and state laws. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable to any extent under applicable law, that provision will be enforced to the maximum extent permissible and the remaining provisions of this Agreement will remain in full force and effect. 7) Payments and Termination This is a Pre-paid service. The Client must purchase an appropriate number of lines to cover any submission of audio prior to that submission and there will be no refunds for unused lines that have been purchased. Processing will occur and The Deliverables will be available only after payment has been received and a minimum number of "lines" of text has been purchased. See Addendum A for FREE TRIAL. Either party (The Company or The Client) may terminate this Agreement at any time by sending an email to the undersigned or a duly authorized officer of The Company. If The Client terminates this agreement, unused pre-paid line credits will not be refunded; if, however, The Company terminates, all unused pre-paid credits will be refunded. This Agreement constitutes the entire agreement between The Client and The Company with respect to the subject matter hereof, and all prior proposals, agreements, representations, statements and undertakings are expressly cancelled and superseded. Any amendment to this Agreement must be in writing and signed by an officer of The Company and The Client. Any such amendment is prospective in nature unless the parties agree otherwise. By clicking below, The Client acknowledges having read this Agreement, understands and agrees to be bound by its terms and conditions, and is duly authorized to enter into such an Agreement. This Agreement will become effective upon use of the Free Trial or upon receipt of payment for use of The Service (whichever occurs first) and will remain in effect as long as payments are made unless cancelled as stated above. It will automatically terminate following a six month period with no payment or no use of The Service. If automatic termination occurs for the reason stated above, The Client will not be entitled to any refund for unused credits. New (first time) Clients will receive a 1000 line FREE TRIAL after entering their credit card (which will not be charged). After the 1000 line FREE TRIAL The Client must purchase (pre-pay) a minimum number of lines (10,000 or more) in order to continue using The Service. List Pricing Volume-based list prices for line credits per Client (a line is equal to 65 characters including spaces) Purchase of 10,000 lines+ 2.0 cents per line Purchase of 100,000 lines+ 1.9 cents per line Purchase of 1,000,000 lines+ 1.8 cents per line Purchase of 10,000,000 lines+ 1.7 cents per line Addendum B: Responsiveness The Company will make processed Deliverables available to The Client electronically with a turnaround based on a best effort and first in first out basis. Please contact The Company representative if you have mission critical turnaround requirements. Addendum C: Sharing of The Client Audio Data & processed Textual Output with Technology Provider. The Company is contracted with a Speech Recognition Technology Provider who has requested access to The Client data and textual Output for the Sole purpose of improving the performance of the base technology, and The Company has agreed to ask your permission to do this. By Clicking below, you (The Client) state that you have the authority concerning this Data and Textual Output and are taking full responsibility to comply with federal, state and local laws, rules and regulations, including HIPAA rules and regulations, and that you have determined to allow or not allow The Company to share your data and textual output with the Speech Recognition Technology Provider under a confidential Agreement for the sole purpose of improving the technology. Your response to this Addendum C will have no effect on Term #2 which granted The Company internal usage of the data and textual output for the same sole purpose.

Electronic Signature:	I agree to the terms and conditions of above agreement.

Optional Data Sharing:	I agree to allow sharing.
(as defined in addendum 3)	I do not agree to allow sharing.

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