Use of Mutare, Inc. Software and the giSTT™ Service is governed by this End User License Agreement. Your acceptance of this Agreement, as set forth below, creates a binding legal agreement between you and Mutare, Inc. (“Mutare”) a Delaware corporation, having its principal place of business at 2325 Hicks Road, Rolling Meadows, IL 60008.  Please read this Agreement carefully. The terms “you” and “yours” refers to [CUSTOMER] and its employees, officers, directors and partners.

1.     Mutare giSTT Service. Use of the Mutare giSTT Service and the following software (collectively, “Mutare Software”) is governed by this Agreement.

1.1   The Mutare giSTT Service provides text transcriptions of audio files using giSTT Auto or giSTT Premium services and may be used in conjunction with other software.

2.     Acceptance.  By downloading and/or installing Mutare Software you agree to be bound by the terms of this Agreement. You may not use Mutare Software or the Mutare giSTT Service unless you have accepted the terms of this Agreement.

3.   LICENSE. Mutare grants you a limited, non-exclusive, non-transferable, revocable license to use the Mutare Software and the Mutare giSTT Service in accordance with and for the duration of this Agreement.

3.1   This license does not permit you to and you are expressly prohibited from (a) making any copies of Mutare Software, in whole or in part, except to make backups for your internal use, (b) distributing Mutare Software, in whole or in part, to third parties (c) modifying Mutare Software in any way, except as necessary to integrate the Mutare Software with your electronic and telecommunications systems, and (d) reducing or attempting to reduce Mutare Software to human-readable form by decompiling, disassembling, reverse engineering, or any other means.

3.2   Mutare and its licensors are the sole and exclusive owners of all intellectual property rights in Mutare Software and the Mutare giSTT Service and any upgrades, modifications and enhancements thereto, including but not limited to all trade secrets, copyrights, patents, and trademarks.

4.   RESTRICTIONS. Your use of Mutare Software and the Mutare giSTT Service is subject to the following restrictions:

4.1   You agree that you will not access the Mutare giSTT Service by any means other than through the use of Mutare Software.

4.2   You agree (a) to use Mutare Software only for your own company use, and (b) that you will not intentionally interfere with or disrupt the Mutare giSTT Service.

4.3   You agree that you will not submit any automated or pre-recorded audio to be transcribed by the Mutare giSTT Service or allow any third-party access to transcriptions of such recordings provided by the Mutare giSTT Service.

4.4   You agree to use Mutare Software and the Mutare giSTT Service only as permitted by this Agreement and any applicable law or regulation in the relevant jurisdictions. Each party represents and warrants that (i) it is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) it is not listed on any U.S. Government list of prohibited or restricted parties.

5.     CONTENT AND DATA.

5.1   Mutare Software and the Mutare giSTT Service may allow you to send and/or receive information, including but not limited to audio files and a transcript of recorded audio, text messages, and contact information of the sender and recipient, such as an email address or phone number (collectively “Content”). Mutare may collect your phone number, your email address, and an identifier of your device (collectively, “Data”). On an opt-in basis, Mutare may request other information from you to improve its products and services.

5.2   For information about Mutare’s data practices, please read Mutare’s giSTT Transcription Privacy Policy.  This policy explains how Mutare treats your personal data and protects your privacy when you use Mutare Software and the Mutare giSTT Service. You agree to the use of your personal data in accordance with Mutare’s privacy policy.

5.3   You agree that you will not use the Mutare Software and the Mutare giSTT Service to send Content to others that is offensive, indecent, or objectionable. You understand that you may find Content received by you to be offensive, indecent, or objectionable, and you agree that Mutare is not liable for any Content received by you.

5.4    Notwithstanding any other term or provision of this Agreement, Content and Data shall at all times remain your sole and exclusive property.

6.      DISCLAIMER OF WARRANTY. MUTARE SOFTWARE AND THE MUTARTE GISTT SERVICE ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MUTARE EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. MUTARE SPECIFICALLY DOES NOT REPRESENT OR WARRANT THAT MUTARE SOFTWARE AND/OR THE MUTARE GISTT SERVICE WILL MEET YOUR REQUIREMENTS, WILL BE ACCURATE OR RELIABLE, AND WILL BE ERROR FREE, UNINTERRUPTED, OR TIMELY. NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, GIVEN BY MUTARE OR ITS EMPLOYEES, SHALL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED IN THIS AGREEMENT.

7.      LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR THE OBLIGATIONS ARISING UNDER SECTION 5.6, NEITHER PARTY SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO ANY LOSS OF BUSINESS PROFIT, ANY LOSS OF GOODWILL, ANY LOSS OF DATA, OR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES) THAT MAY ARISE UNDER THIS AGREEMENT. NEITHER PARTY SHALL BE LIABLE FOR SUCH DAMAGES WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH DAMAGES.

8.     TERMINATION. This Agreement will continue until terminated by you or Mutare.

8.1   You may terminate this Agreement at any time, for any reason, without cost or penalty, and you may do so without informing Mutare.

8.2   Mutare may terminate this agreement following thirty (30) days’ written notice to you if (a) you violate the terms of this Agreement and fail to cure such violation within the 30-day notice period; or (b) Mutare determines that the Mutare Software or the Mutare giSTT Service are no longer commercially viable. 

8.3   Upon the termination of this agreement, by you or by Mutare, you will cease all use of the Mutare Software and the Mutare giSTT Service and will delete all copies of the Mutare Software. You agree that you are solely responsible for stopping the forwarding of any and all your information (e.g., phone calls) to the Mutare giSTT Service.

9.      FEES. You acknowledge and agree that you are solely responsible for any fees charged by third parties for the use of any network to send and receive Content in conjunction with the use of Mutare Software and the Mutare giSTT Service.   

10.     CHANGES. Mutare may make changes to this Agreement from time to time following written notice to you. Such changes shall not be binding upon you until you confirm acceptance of such changes in writing.

11.     SUPPORT. Questions regarding Mutare Software or the Mutare giSTT Service may be directed to Mutare by mail using the address above or by email to help@mutare.com

12.      GENERAL LEGAL TERMS. This Agreement will be governed by the laws of the state of Illinois without regard to its conflicts of laws principles. This Agreement contains the whole agreement between you and Mutare and supersedes any prior communications or agreements regarding the Mutare Software or the Mutare giSTT Service. If any provision of this Agreement is held invalid, such provision will be removed and the remaining provisions will continue to be valid and enforceable. The failure of either party to enforce any right or remedy arising out of this Agreement will not constitute a waiver of such right or remedy. Sections 5.5, 5.6, 6, 7, and 12 of this Agreement will survive the termination of this Agreement.