Nuance API Developer Agreement

This Nuance API Developer Agreement (this “Agreement”) is entered into by and between Nuance Labs, Inc. (“Nuance”) and the individual, organization or entity identified during the account registration process (“Developer”), effective as of the date Developer first accepts this Agreement as described below (the “Effective Date”). Nuance and Developer are each a “Party” and together the “Parties”.

BY (A) CLICKING “ACCEPT,” “I AGREE,” OR A SIMILAR BUTTON OR CHECKBOX OR (B) REGISTERING FOR AN ACCOUNT, DEVELOPER (I) ACKNOWLEDGES THAT IT HAS READ AND UNDERSTOOD THIS AGREEMENT, AND (II) AGREES TO BE LEGALLY BOUND BY THIS AGREEMENT. IF YOU ARE REGISTERING AN ACCOUNT ON BEHALF OF, OR FOR USE BY, AN ORGANIZATION OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT. IF DEVELOPER DOES NOT AGREE TO THIS AGREEMENT, DEVELOPER IS NOT AUTHORIZED TO, AND MUST NOT, ACCESS OR USE THE SERVICE. THE SERVICE UNDER THESE TERMS IS NOT FOR CONSUMER USE.

Dispute Resolution for Developers located in the United States and in foreign jurisdictions that permit the enforcement of this Arbitration Agreement: PLEASE BE AWARE THAT SECTION 13 CONTAINS PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN DEVELOPER AND NUANCE. AMONG OTHER THINGS, THE ARBITRATION AGREEMENT REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN DEVELOPER AND NUANCE WILL BE RESOLVED BY BINDING AND FINAL ARBITRATION. IT ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ THE ARBITRATION AGREEMENT CAREFULLY. (1) DEVELOPER WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST NUANCE THROUGH BINDING, FINAL ARBITRATION, WITH LIMITED EXCEPTIONS, AND DEVELOPER WAIVES ITS RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR OTHER REPRESENTATIVE PROCEEDING OR CLASS-WIDE ARBITRATION; AND (2) SUBJECT TO THOSE EXCEPTIONS, DEVELOPER WAIVES ITS RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.

IF DEVELOPER SUBSCRIBES TO THE SERVICE FOR A TERM, THEN, UNLESS OTHERWISE INDICATED AT THE TIME OF REGISTRATION FOR SUCH SUBSCRIPTION, DEVELOPER’S SUBSCRIPTION WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT NUANCE’S THEN-CURRENT FEES UNLESS DEVELOPER OR NUANCE DECLINES TO RENEW THE SUBSCRIPTION IN ACCORDANCE WITH SECTION 7.3(a)(i) BELOW.

This Agreement may be modified by Nuance in accordance with Section 14.12.

1. DEFINITIONS.

1.1 “Application” means the software application developed by Developer, as described by Developer during registration, that Developer wishes to integrate with the Service, via the Nuance API, for purposes of enabling Authorized Users to interact with an Avatar using the Application. Developer may be required to provide the name and description of each Application during registration.

1.2 “Applicable Data Protection Laws” means the privacy, data protection, and data security laws and regulations of the United States of America, United Kingdom, European Union and Canada as applicable to a Party’s Processing of Personal Data under or in connection with the Agreement.

1.3 “Authorized Users” means Developer’s employees, contractors, and other personnel who are authorized by Developer to access and use the Service on behalf of Developer.

1.4 “Avatar” means the artificial intelligence (“AI”)-powered digital avatar(s) as made available by Nuance to Developer from time to time.

1.5 “Developer Content” means any Input, together with any Response treated as Developer Content under Section 4.1(a).

1.6 “End Users” means end users that are permitted to access or use the Application and interact with the Avatar through the Application, including Developer’s customers and third-party users of the Application.

1.7 “EU AI Act” means Regulation 2024/1689 of the European Parliament and of the Council of 13 June 2024 laying down harmonized rules on artificial intelligence as amended, repealed, consolidated or replaced from time to time.

1.8 “Input” means any information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials that Developer, an Authorized User, or an End User makes available, shares, posts, transmits or uploads to or through the Service, including through conversations, prompts, comments, questions, and other communications with the Service via the Nuance API, and including, where the Application supports interaction with an Avatar, any image, face, voice, reactions, expressions, and other responses to stimuli of an Authorized User or End User captured or processed by Nuance during such interaction.

1.9 “Nuance SDK” means any of Nuance’s proprietary application programming interface(s) (the “Nuance API”), software development kits, headers, files, libraries, templates, sample code, or other tools and documentation, in each case as made available by Nuance to Developer under this Agreement for the purposes of enabling Developer to integrate an Avatar into the Application in accordance with Section 2.

1.10 “Nuance AUP” means Nuance’s Acceptable Use Policy, available at https://app.nuancelabs.ai/acceptable-use, as may be updated by Nuance from time to time.

1.11 “Nuance Technology” means, collectively, the Nuance API, Nuance SDK, and the Avatar.

1.12 “Personal Data” means information that constitutes “personal data,” “personal information,” “personally identifiable information,” or a similar term defined in Applicable Data Protection Laws.

1.13 “Response” means any information, materials, or other content (such as images, video, text, audio, music, and sound effects) that is generated by the Service as a result of an interaction with an Avatar through the Application and displayed to an Authorized User or End User through the Application.

1.14 “Service” means the service, content, and other resources made available through or enabled via the Nuance API, including enabling interaction with Avatars.

1.15 “Service Term” means a period of time during which Developer has an active Subscription for the Service or otherwise has Credits that permit access to the Service, subject to Section 8.2.

2. OVERVIEW.

2.1 Accounts. As part of the registration process, Developer may be required to create one or more accounts on the Service for itself and its Authorized Users on Nuance’s online developer platform (each, an “Account”) and provide certain information as prompted in the Account registration process. Where permitted by the Service, Developer and its Authorized Users may register for or access their respective Accounts using a valid account on a third-party service (a “Third-Party Account”). Developer represents and warrants that: (a) all required Account registration information submitted is truthful and accurate; (b) Developer will maintain the accuracy of such information; and (c) no more than one Authorized User will have access to any Account. Nuance may suspend or terminate Developer’s or any Authorized User’s Accounts if Developer or any of its Authorized Users breaches any of the terms of this Agreement. Developer is responsible for maintaining, and shall maintain, the confidentiality of all of its and its Authorized Users’ Account login information and any API keys or other credentials and is fully responsible for all activities that occur under Developer’s and its Authorized Users’ Accounts. Developer will use reasonable efforts to prevent any unauthorized access to or use of the Service through Developer’s and its Authorized Users’ Accounts and agrees to immediately notify Nuance of any unauthorized or suspected unauthorized use or other compromise of the Accounts or API keys, or any other breach of security related to or arising out of the Service. Additionally, if there is unauthorized access or use by anyone who obtained access directly or indirectly through Developer or its Authorized Users, Developer will take all steps reasonably necessary to terminate the unauthorized access or use and cooperate and assist with any actions taken by Nuance to remediate any issues resulting from, or related to, such unauthorized access or use. Nuance will not be liable for any loss or damage arising from any unauthorized use of Developer’s and its Authorized Users’ Accounts or Developer’s failure to comply with the above requirements.

(a) Access through a Third-Party Service. The Service may allow Developer or its Authorized Users to link an Account with a Third-Party Account by allowing Nuance to access that Third-Party Account, as is permitted under the applicable terms and conditions that govern use of each Third-Party Account. Developer represents that Developer and its Authorized Users are entitled to disclose their respective Third-Party Account login information to Nuance and/or grant Nuance access to their respective Third-Party Accounts (including, but not limited to, for use for the purposes described herein) without breach of any of the terms and conditions that govern use of the applicable Third-Party Account and without obligating Nuance to pay any fees or making Nuance subject to any usage limitations imposed by such third-party service providers. By granting Nuance access to any Third-Party Account, Developer understands that Nuance may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials that Developer or its Authorized Users have provided to and stored in that Third-Party Account (“Third-Party Service Content”) so that it is available on and through the Service via the applicable Account. Unless otherwise specified in this Agreement, all Third-Party Service Content made available to or through the Service is considered to be Developer Content for all purposes of this Agreement. Depending on the Third-Party Accounts Developer or its Authorized Users choose and subject to the privacy settings set in those Third-Party Accounts, Personal Data posted to those Third-Party Accounts may be available on and through the applicable Account on the Service. If a Third-Party Account or associated service becomes unavailable, or Nuance’s access to that Third-Party Account is terminated by the third-party service provider, then Third-Party Service Content will no longer be available on and through the Service. DEVELOPER’S AND ITS AUTHORIZED USERS’ RELATIONSHIPS WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH THEIR THIRD-PARTY ACCOUNTS ARE GOVERNED SOLELY BY THEIR RESPECTIVE AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND, SUBJECT TO NUANCE’S OBLIGATIONS UNDER APPLICABLE DATA PROTECTION LAWS, NUANCE DISCLAIMS ANY LIABILITY FOR PERSONAL DATA THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS SET IN THOSE THIRD-PARTY ACCOUNTS. Nuance has no obligation to review any Third-Party Service Content for any purpose, including but not limited to, for accuracy, legality or noninfringement, and Nuance is not responsible for any Third-Party Service Content.

2.2 License to Developer. Subject to the terms and conditions of this Agreement and the Nuance AUP, Nuance grants to Developer a limited, non-transferable, non-assignable, non-sublicensable, non-exclusive, revocable license during the Service Term to (a) access and use the Nuance SDK, and copy, reproduce and modify any sample code made available as part of such Nuance SDK worldwide for the purposes of incorporating the Service into the Application, (b) permit Authorized Users to access the Service through the Application for the sole purpose of supporting, developing, maintaining, and testing the Application, and (c) permit End Users (subject to Section 2.3(b)) to access the Service through the Application; provided, however, that the foregoing licenses do not apply to any Rejected Application. Developer’s use of the Service shall comply at all times with the Nuance AUP and all laws and regulations applicable to Developer’s use of the Service (including, without limitation, Applicable Data Protection Laws), and Developer shall ensure that its Authorized Users’ and End Users’ use of the Service complies with the terms of this Agreement and the Nuance AUP. Developer is solely responsible for the Developer Content and for all activities related to the development, operation, and support of the Application, including the accuracy, completeness, quality, legal right to use, appropriateness, and reliability of the Application and the Developer Content. Without limiting the foregoing, Developer is solely responsible for all activities related to the development and internal testing of the Application, including the provision of all required notices and the obtaining of all Required Notices and Consents (defined below).

2.3 Restrictions.

(a) Restrictions on Use. Developer agrees that, to the fullest extent permitted by applicable laws, Developer will not, and will not permit or authorize any Authorized User, End User, or any other person to, directly or indirectly, do or attempt to do any of the following: (i) share, sell, rent, lease, or otherwise transfer any Account credentials or API keys or make any of the Service available to any person other than an Authorized User or End User, without Nuance’s express prior written consent; (ii) resell, sublicense, rent, lease, or otherwise make the Service or any other Nuance Technology available on a standalone basis to any third party separate from its incorporation into the Application as permitted under Section 2.2; (iii) reproduce, modify, translate or create derivative works of any part of the Service or any other Nuance Technology (other than as expressly permitted by Section 2.2); (iv) disassemble, decompile, reverse engineer or reverse assemble any portion of the Service or any other Nuance Technology or attempt to discover any source code or underlying ideas, structure, organization or algorithms of the Service or any other Nuance Technology; (v) access or use the Service or any other Nuance Technology in order to build a competitive product or service, or copy any features, functions or graphics of the Service or any other Nuance Technology; (vi) use the Service or any Application to store or transmit material in violation of third-party privacy or intellectual property rights or applicable laws (including, without limitation, Applicable Data Protection Laws); (vii) remove, modify, tamper with, or alter any trademark, logo, copyright or other proprietary notices or legends associated with the Service, any Response or any other Nuance Technology; (viii) use the Service, any Nuance Technology or any Application for any unlawful purpose, in violation of the Nuance AUP or any applicable law, or in a manner that could otherwise give rise to civil liability; (ix) design any Application to alter or interfere with the normal operation, behavior, functionality or performance of, transmit malicious code to, or disrupt the integrity of third-party data contained in or hosted on, the Service or any other Nuance Technology or any other hardware, device or asset that interacts with or utilizes the Service or any other Nuance Technology; (x) interfere with or circumvent any feature of the Service or any other Nuance Technology, including without limitation any security or access control mechanism; (xi) interfere with or disrupt any network, equipment or server that is connected to or used by the Service or any other Nuance Technology; (xii) upload or disseminate any virus, adware, spyware, worm or other malicious code; (xiii) perform any fraudulent activity, including impersonating any person or entity or claiming a false affiliation; (xiv) extract, isolate, capture, or otherwise separate the image, voice, likeness, or other attributes of any Avatar, or otherwise use any such image, voice, or likeness independently of the Avatar; (xv) falsely state or imply that any Application is sponsored, created, or endorsed by Nuance, or make any unauthorized use of Nuance’s name or trademarks; (xvi) frame or utilize framing techniques to enclose any trademark, logo, or other proprietary material of Nuance, or use any metatags or other “hidden text” using Nuance’s name or trademarks; (xvii) use any manual or automated software, devices, or other processes (including spiders, robots, scrapers, crawlers, or data mining tools) to scrape or extract data from the Service; (xviii) use a virtual private network (VPN), proxy server, or other means to misrepresent Developer’s, an Authorized User’s, or an End User’s location, or otherwise circumvent or attempt to circumvent any geographic, residency, or other access restrictions or limitations applicable to the Service under this Agreement. Developer will be responsible for any Authorized User’s or End User’s failure to comply with the foregoing to the same extent as if such failure were Developer’s own; or (xix) access or use, or permit any Application or Avatar to be accessed or used by an individual in or a resident of the state of Colorado, Connecticut, Illinois, or Texas or of the province of Quebec.

(b) Additional Application and Developer Content Restrictions. Developer will not, and will not permit or authorize any Authorized User, End User, or any other person to, share Developer Content on or through the Service or attempt to elicit any Response through the Service or during any Interaction (defined below), or otherwise use the Service or Nuance Technology in connection with any Application, in each case that: (i) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, pornographic, offensive, or profane; (ii) infringes, violates or misappropriates any third party’s intellectual property rights or other proprietary rights; (iii) contains any viruses, worms, or other malicious computer programming code; (iv) subject to Section 5.2, consists of financial, medical/health, or other “sensitive personal data” or similar term as defined by applicable law (such as government IDs, passport numbers, or social security numbers); (v) contains nudity, violence, sexually explicit, obscene, or offensive subject matter, as determined by Nuance in its sole discretion; (vi) subject to Section 5.2, discloses or otherwise makes available to Nuance any Developer Content or other Personal Data involving any other person, including such person’s name, image, voice, or other personal characteristics, whether by including them in Developer Content, allowing them to appear or be captured (visually or audibly, including in the background of any video or audio) during an Interaction, or otherwise; (vii) is harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, or patently offensive, or promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual, or is otherwise objectionable; (viii) is harmful to minors in any way; (ix) sends unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (x) offers or promotes services that may be damaging to, disparaging of, or otherwise detrimental to Nuance or its licensors, licensees, affiliates and partners; (xi) relates to a natural person under the age of eighteen (18); or (xii) otherwise violates the Nuance AUP. Developer will impose restrictions on its Authorized Users and End Users, through Developer’s own terms of service or similar agreement governing the Application, that are substantively equivalent to the foregoing restrictions and the Nuance AUP, and Developer will be responsible for any Authorized User’s or End User’s failure to comply with the foregoing to the same extent as if such failure were Developer’s own.

2.4 Modifications; Limitations. Nuance may modify, update, or change the form, features, or functionality of the Nuance Technology or Service at any time, with or without prior notice. Nuance is under no obligation to make available to Developer any update or new version of the Nuance API, the Avatar, or any other component of the Service or Nuance Technology, and Nuance does not warrant or guarantee that any of the foregoing, as modified or updated, will be compatible with, or continue to support, Applications developed on previous versions.

2.5 Usage Limits. Nuance reserves the right to impose limits or restrictions on Developer’s use of the Service, or any feature thereof, including limits on the number, frequency, length, or duration of sessions or interactions (including with the Avatar), at any time and in its sole discretion, with or without notice to Developer. Developer’s and its Authorized Users’ continued use of and access to the Service are subject to any such limits or restrictions as may be in effect from time to time.

2.6 Storage. Nuance has no obligation to store any Developer Content. Nuance has no responsibility or liability for the deletion or accuracy of any Developer Content; the failure to store, transmit, or receive transmission of Developer Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Service. Developer agrees that Nuance retains the right to create reasonable limits on Nuance’s use and storage of Developer Content, such as limits on file size, storage space, processing capacity, and similar limits described on the Service and as otherwise determined by Nuance in its sole discretion.

2.7 Support. Nuance may provide Developer with support, upgrades, or modifications for the Nuance API in Nuance’s sole discretion. In the event Nuance provides any support, it will be considered part of the Service for purposes of Sections 10, 11, and 12 below, and Nuance may terminate the provision of such support or modifications to Developer at any time without notice or liability to Developer. Developer understands and agrees that Developer is solely responsible for providing End User support and any other technical assistance for the Application.

2.8 Monitoring and Enforcement. Nuance may, but is not obligated to, monitor or review the Service or any Developer Content or Application at any time, including through automated screening and review. Developer acknowledges that Nuance has no obligation to pre-screen Developer Content, although Nuance reserves the right, in its sole discretion, to pre-screen, refuse, or remove any Developer Content from the Service, refuse prompts or interrupt or end Interactions, or suspend access for or reject any Application, including if Nuance believes it violates this Agreement or the Nuance AUP or is otherwise objectionable. Nuance reserves the right to: (a) take any action with respect to any Developer Content that Nuance deems necessary or appropriate in Nuance’s sole discretion, including if Nuance believes that such Developer Content violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Service or the public, or could create liability for Nuance; (b) disclose Developer’s and its Authorized Users’ identity or other information to any third party who claims that Developer Content violates their rights, including their intellectual property rights or their right to privacy; and (c) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal use of the Service.

2.9 Supplemental Terms. Developer agrees to comply with, and require its Authorized Users to comply with, any supplemental terms applicable to the Service published by Nuance on the Service, as may be updated by Nuance from time to time (“Supplemental Terms”). In the event of any conflict between this Agreement and the Supplemental Terms, the Supplemental Terms will control solely with respect to the subject matter thereof.

2.10 Beta Products. If Nuance makes any “beta” Service (or any features or functionality) available to Developer prior to its general commercial release, or otherwise provides Developer with a free trial of the Service, then unless expressly agreed otherwise by Nuance in writing: (a) Nuance will be free to terminate or suspend Developer’s and its Authorized Users’ access thereto for any reason at any time and without liability of any kind, and (b) notwithstanding any other provision of this Agreement, any such access is provided on an “AS IS” and “AS AVAILABLE” basis without warranty or support of any kind, express or implied.

3. DEVELOPER APPLICATIONS.

3.1 Application. Developer is solely responsible and liable for its Application, and for supporting the Application. Developer represents, warrants and covenants that: (a) its Application will comply with Section 2.3; and (b) Developer will not, and will not permit any Authorized User or third party to (i) transfer, display or use the Avatar or any Response from Nuance without the Application creating an additional or distinct benefit, or (ii) use the Service or any other Nuance Technology for any activity that is subject to government regulation or requires clearance or approval from a governmental authority.

3.2 Rejected Applications. Nuance may, but is not obligated to, review any Application. Developer agrees to provide Nuance with access to its Application and other materials related to its use of the Service and other Nuance Technology as reasonably requested by Nuance to verify Developer’s compliance with this Agreement. Nuance will have the right, in its sole discretion, to reject any Application and refuse to permit Developer’s use of the Service with that Application upon notice to Developer (a “Rejected Application”), including where the Application does not comply with this Agreement, the Nuance AUP, or Nuance’s then-current documentation. Unless Nuance states otherwise, the rejection of a particular Application will not terminate Developer’s rights under this Agreement with respect to any other Application. Nuance will have no liability to Developer for any Rejected Application.

3.3 Display of Avatar and Responses. If Developer displays the Avatar or any Response in a way that Nuance finds unacceptable for any reason, including if such display violates this Agreement or it disparages, damages, tarnishes, or impairs the value, integrity, or goodwill of the Avatar or the Response, Nuance may suspend Developer’s access to the Service and require that Developer immediately change or cease its display of the Avatar or such Response.

4. DEVELOPER RESPONSIBILITIES.

4.1 Developer Content.

(a) Responses. The Service includes services and features that utilize artificial intelligence, including the ability to interact or converse with an Avatar (each, an “Interaction”). As between Developer and Nuance, any Response will be deemed to be Developer Content, except that, notwithstanding the foregoing, Developer Content does not include, and Nuance reserves and retains, all right, title, and interest in and to the Avatar and its image, voice, appearance, reactions, expressions, response to stimuli, likeness, and other distinctive attributes of the Avatar, including all rights of publicity, copyrights, and other intellectual property rights therein and thereto.

(b) Disclaimer. Nuance has not verified the accuracy of any Response. Due to the nature of artificial intelligence technology, Responses may be unpredictable and may include information that is inaccurate, incomplete, harmful, offensive, or misleading. Responses do not represent Nuance’s views. Nuance does not represent or warrant that Responses are protectible by any intellectual property rights. Nuance does not guarantee that Developer will have the necessary rights to use the Responses for Developer’s intended purposes, or that the Responses do not incorporate, infringe, or misappropriate the intellectual property or proprietary rights of any third party. Due to the nature of Nuance’s technology, and artificial intelligence in general, Responses may not be unique, and other developers or users may receive the same or similar Responses from the Service. Developer acknowledges that all Interactions and Responses are based on Input, and that all Interactions and Responses are provided “AS IS” and “with all faults.” Nuance makes no representations or warranties of any kind or nature with respect to Responses or any other aspect of the Interactions. Nuance expressly disclaims any warranties of accuracy, completeness, truthfulness, timeliness, or suitability. DEVELOPER SHALL BE SOLELY RESPONSIBLE FOR ITS, ITS AUTHORIZED USERS’, AND ITS END USERS’ USE OF THE SERVICE. DEVELOPER AGREES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THAT NUANCE WILL NOT BE LIABLE TO DEVELOPER OR ANY THIRD PARTY FOR ANY INACCURATE, INCOMPLETE, HARMFUL, OFFENSIVE, OR MISLEADING RESPONSES THAT ARE PROVIDED OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE, OR FOR THE UNAVAILABILITY OF ANY PORTION OF THE SERVICE, OR ANY DECISION TO DISCONTINUE, SUSPEND, OR TERMINATE ANY PORTION OF THE SERVICE.

4.2 Use at Developer’s Own Risk. Developer is solely responsible for evaluating the accuracy and appropriateness of all Responses and for ensuring that Developer’s, its Authorized Users’, and its End Users’ use of the Responses complies with all applicable laws. Developer is solely responsible for its, its Authorized Users’, and its End Users’ use of any Responses generated by the Service, and Developer assumes all risks associated with such use, including any potential copyright infringement claims from third parties or any disclosure that personally identifies Developer, an Authorized User, an End User, or any other third party. WITHOUT LIMITING THE FOREGOING, DEVELOPER ACKNOWLEDGES AND AGREES THAT ITS, ITS AUTHORIZED USERS’, AND ITS END USERS’ USE OF THE SERVICE, AND ANY CONDUCT ENGAGED IN AS A RESULT OF THE INTERACTIONS OR THE RESPONSES, ARE AT DEVELOPER’S OWN RISK. DEVELOPER MUST NOT, AND SHALL ENSURE THAT ITS AUTHORIZED USERS AND END USERS DO NOT, USE ANY RESPONSE FOR ANY PURPOSE THAT COULD HAVE A LEGAL OR SIMILARLY SIGNIFICANT OR MATERIAL IMPACT ON ANY PERSON, SUCH AS MAKING CREDIT, EDUCATIONAL, EMPLOYMENT, HOUSING, INSURANCE, MEDICAL, OR OTHER IMPORTANT DECISIONS ABOUT SUCH PERSON. IF A RESPONSE REFERENCES ANY THIRD-PARTY PRODUCTS, SERVICES, OR PERSONS, SUCH REFERENCE DOES NOT MEAN THAT THE REFERENCED THIRD PARTY ENDORSES, IS AFFILIATED WITH, OR HAS ANY RELATIONSHIP WITH NUANCE.

4.3 No Professional Advice. THE SERVICE, INCLUDING THE AVATAR, IS NOT A LICENSED MEDICAL, MENTAL HEALTH, BEHAVIORAL HEALTH, COUNSELING, LEGAL, FINANCIAL, OR OTHER PROFESSIONAL SERVICE, AND IS NOT A SUBSTITUTE FOR CARE OR ADVICE FROM A QUALIFIED, LICENSED PROFESSIONAL. THE AVATAR IS NOT A HUMAN BEING AND DOES NOT HOLD ANY PROFESSIONAL LICENSE OR CERTIFICATION. DEVELOPER SHOULD NOT, AND SHALL ENSURE THAT ITS AUTHORIZED USERS AND END USERS DO NOT, RELY ON ANY RESPONSE AS A SUBSTITUTE FOR PROFESSIONAL ADVICE. NOTHING COMMUNICATED BY THE AVATAR OR OTHERWISE THROUGH THE SERVICE CONSTITUTES, OR SHOULD BE RELIED UPON AS, PROFESSIONAL ADVICE OR A DIAGNOSIS, TREATMENT, OR RECOMMENDATION OF ANY KIND. THE SERVICE IS NOT INTENDED FOR EMERGENCIES. INDIVIDUALS EXPERIENCING A MEDICAL OR MENTAL HEALTH EMERGENCY, OR THOUGHTS OF SUICIDE OR SELF-HARM, SHOULD NOT USE THE SERVICE AND SHOULD INSTEAD CONTACT LOCAL EMERGENCY SERVICES OR AN APPROPRIATE CRISIS RESOURCE IN THEIR JURISDICTION.

4.4 Notices and Consents.

(a) Developer acknowledges and agrees that Developer, and not Nuance, is solely responsible and liable for providing all notices and obtaining all consents, permissions, and rights necessary for (i) any Input; (ii) Nuance’s use of such Input to provide the Service and any Response; and (iii) Developer’s provision of the Application, including any disclosures or consents required under applicable law (including Applicable Data Protection Laws) to and from Authorized Users, End Users, or other individuals who interact with the Avatar through the Application (collectively, the “Required Notices and Consents”). Developer will provide and obtain all Required Notices and Consents to and from its Authorized Users and End Users through its own terms of service, privacy policy, and similar documents (including opt-ins) governing its Application. As between Developer and Nuance, Developer acknowledges and agrees that Developer is solely responsible for ensuring all Required Notices and Consents are valid under all applicable laws (including Applicable Data Protection Laws) and adequate for the performance of its obligations and exercise of its rights under the Agreement.

(b) Without limiting the foregoing, before any Authorized User or End User interacts with the Avatar through the Application, Developer shall (i) clearly and conspicuously disclose within the Application that the individual is interacting with artificial intelligence and not a human being; (ii) provide all notices and obtain all consents, permissions, and rights necessary for Developer’s recording, logging, storage and other processing of that Interaction (including, without limitation, Nuance’s processing of the Interaction (including the Developer Content) for purposes of performing its obligations and exercising its rights under the Agreement); (iii) obtain the Authorized User’s and End User’s express written direction to disclose and otherwise make available the respective Authorized User’s and End User’s Personal Data to Nuance; (iv) maintain records of that individual’s consent and direction to such recording, logging, storage and other processing; and (v) comply with all applicable laws (including Applicable Data Protection Laws) in connection therewith.

(c) Developer represents and warrants that: (i) Developer has, and will continue to have, all Required Notices and Consents; (ii) Developer, or the Authorized User or End User that submitted the relevant Developer Content, owns or otherwise has, and will continue to have, all rights necessary to submit the Developer Content and to grant Nuance the rights with respect to the Developer Content contemplated by this Agreement, including the license set forth in Section 6.2; (iii) the Input does not and will not infringe, misappropriate, or otherwise violate any third party’s intellectual property, privacy, or other rights; and (iv) Developer’s submission of the Input and use of the Service comply, and will continue to comply, with the Nuance AUP and all applicable laws.

4.5 End User Agreement. Developer will not permit any End User to access or use the Application or interact with the Avatar unless such End User has first entered into a binding and enforceable agreement with Developer governing such individual’s access to and use of the Application and interaction with the Avatar that includes terms that are at least as protective of Nuance, the Service, and the Nuance Technology as: (a) the restrictions set forth in Section 2.3; (b) the disclaimers set forth in Sections 4.1, 4.2, and 4.3; and (c) the notices and consents set forth in Section 4.4 (such agreement, an “End User Agreement”). Developer will be solely responsible for the enforceability of its End User Agreement and for any End User’s failure to comply with its terms to the same extent as if such failure were Developer’s own.

5. DATA PROTECTION.

5.1 Role of Parties. Each Party shall comply with its respective obligations under Applicable Data Protection Laws with respect to its processing of Personal Data in its possession, custody or control under or in connection with this Agreement and acknowledges and agrees that (a) it independently determines the purposes and means of its processing of such Personal Data, and (b) it is an independent controller with respect to its processing of such Personal Data. The Parties do not understand or intend that they act, or should be considered to be, joint controllers with respect to any Processing (if and to the extent such a concept or similar exists under Applicable Data Protection Laws).

5.2 Data Privacy and Recordings.

(a) Developer will not submit, and will not allow any Authorized User or End User to submit, as Input, or otherwise use the Service to collect or transmit, any Personal Data, except as expressly contemplated by the Application’s intended use case as approved by Nuance as set forth in this Agreement and subject to the Required Notices and Consents described in Section 4.4.

(b) Developer acknowledges that all Interactions may be recorded, logged, used and otherwise processed by Nuance (and its service providers) pursuant to the license granted in Section 6.2, and that such interactions may include voice and, where the Application supports video and/or image-based interaction, image or likeness of all participants in the Interactions.

(c) Before any Authorized User or End User interacts with the Avatar, Developer shall provide all notices and obtain, through its own terms of service, privacy policy and similar documents (including opt-ins) governing its Application, such individual’s consent to the license granted in Section 6.2 and to Nuance’s recording, using, storing and other processing of such Interactions as described herein, in each case to the standard required by Applicable Data Protection Laws. Developer shall maintain records of all such notices and consents, and shall make such records available to Nuance promptly upon request. As Nuance may request in its sole discretion, Developer shall promptly provide Nuance with copies of all relevant Required Notices and Consents and consider, in good faith, any changes that Nuance may suggest to such Required Notices and Consents. Developer acknowledges and agrees that Nuance shall have no liability arising out of or related to any such proposed or actual changes to the Required Notices and Consents. Developer shall consult with appropriate legal counsel for all Required Notices and Consents to ensure their compliance with Applicable Data Protection Laws. Developer shall notify Nuance without undue delay of any withdrawal by an End User of consent to the processing of their Personal Data and shall promptly provide Nuance with all relevant information about the relevant End User (such as end_user_id).

(d) Without limitation to anything else in this Agreement, Developer shall maintain such opt-in consent mechanisms (including any associated disclosures) as Nuance may require from time to time. Developer shall require that all Authorized Users and End Users acknowledge receipt and understanding of Nuance’s privacy policy, available at https://app.nuancelabs.ai/privacy, prior to permitting such Authorized Users and End Users to use the Service or interact with the Avatar.

(e) Nuance is not responsible for any Personal Data that is submitted as Input or otherwise transmitted to or through or processed by the Service in violation of this Agreement, including Section 5.2. To the extent the Application collects Personal Data, Developer shall conspicuously display and comply with a privacy policy that includes a complete, accurate, and clear disclosure regarding Developer’s collection, use, disclosure (including disclosure to Nuance), and other processing of such Personal Data collected through or processed by the Application to the standard required by Applicable Data Protection Laws.

5.3 International Data Transfers. Without prejudice to Section 5.2, the terms of the Data Transfer Addendum attached hereto as Exhibit A shall apply with respect to any Restricted Transfers (as defined in Exhibit A) of Personal Data Developer submits as Input, or otherwise makes available to Nuance under or in connection with this Agreement.

6. PROPRIETARY RIGHTS.

6.1 Nuance IP. Subject only to the limited rights expressly granted under this Agreement, Nuance and/or its licensors shall retain all right, title and interest in and to the Service and the Nuance Technology. For the avoidance of doubt, Nuance and its licensors reserve and retain, and nothing in this Agreement transfers to Developer, any right, title, or interest in or to the Avatar or its underlying components, including its image, voice, appearance, reactions, expressions, responses to stimuli, or other distinctive attributes, regardless of whether such components are reflected in or form part of any Response. Any rights not expressly granted in this Agreement are reserved to Nuance (and its licensors). If Developer provides Nuance with any suggestions, requests, reported errors, corrections or other feedback relating to the Service (“Feedback”), Developer hereby grants to Nuance a worldwide, perpetual, irrevocable, royalty-free, transferable, non-exclusive right to freely disclose, reproduce, distribute, sublicense, modify, exploit and otherwise use and commercialize the Feedback in connection with Nuance’s business and to include such Feedback in Nuance’s products and services, without any obligations or restrictions.

6.2 Developer IP.

(a) Ownership. As between Developer and Nuance, and subject to Nuance’s intellectual property rights in and to the Nuance Technology and Service (including the Avatar and the reservation of rights in Section 6.1), Developer shall retain ownership of all of its intellectual property rights in its Application and the Developer Content.

(b) License to Developer Content. Developer grants Nuance a non-exclusive, transferable, perpetual, irrevocable, worldwide, fully paid, royalty-free, sublicensable (through multiple tiers of sublicensees) right (including any privacy or moral rights) and license to use, copy, reproduce, modify, adapt, prepare derivative works from, translate, and transmit the Developer Content (in whole or in part) (i) to operate and provide the Service to Developer and its Authorized Users and End Users; and (ii) to train, develop, enhance, evolve, and improve the Service and the underlying AI models, algorithms, and related technology, products, and services (including for labeling, classification, content moderation, and model training purposes).

6.3 No Trademark Rights. Nothing in this Agreement gives Developer a right to use any of Nuance’s trade names, trademarks, service marks, logos, domain names or other distinctive brand features. Developer agrees not to include the term “Nuance” as part of the name for any Application developed using the Service, or adopt, use or attempt to register, whether as a corporate name, domain name, product name, trademark, service mark or other indication of origin, any trademark of Nuance or any mark that is confusingly similar to or will dilute the distinctive nature of Nuance’s trademarks.

7. FEES.

7.1 Fees. Developer shall pay the subscription and service fees specified in the pricing and plan selected by Developer during sign-up or purchase (collectively, the “Fees”) for the applicable purchase or Subscription Term (defined below). Fees are based on the Service and usage tier purchased, and no refunds or discounts will be issued if Developer’s actual usage is less than the amount of purchased usage. Except as otherwise specified in the applicable pricing and plan or expressly set forth in this Agreement: (a) Fees are quoted and payable in United States dollars; (b) Fees are non-cancelable; and (c) any amounts paid are non-refundable and non-recoupable.

7.2 Credits. Pricing for subscription plans may include or permit the purchase of monthly usage credits for Developer (“Credits”), as further detailed in the pricing and plan selected by Developer during sign-up or purchase. Credits have no cash or monetary value and are non-refundable. Unless otherwise specified in the applicable pricing and plan: (a) Credits expire, if applicable, as specified on the Service or in Developer’s Account at the time such Credits are issued; and (b) expired Credits are forfeited and will not be reinstated or refunded. Credits are personal to Developer and may not be transferred, assigned, or resold, and may not be exchanged for cash or any other consideration.

7.3 Subscriptions. If Developer purchases access to certain features and functionality of the Service on a time-limited basis (a “Subscription”), the Fee (“Service Subscription Fee”) for each term of such Subscription (“Subscription Term”) will be billed at the start of such Subscription Term, or otherwise in accordance with Developer’s elections at the time of purchase. The initial Subscription Term will be the period selected by Developer at the time of purchase. Nuance may change the Service Subscription Fee for a renewal Subscription Term upon at least thirty (30) days’ prior written notice to Developer. If Developer does not agree with such changes, Developer may cancel the Subscription before renewal in accordance with Section 7.3(a)(i).

(a) Automatic Renewal. If Developer elects to purchase a Subscription, the Subscription will continue and automatically renew for an additional Subscription Term of equal length at the expiration of the then-current Subscription Term, at Nuance’s then-current price for such Subscription, subject to the advance notice required for fee changes, until canceled or terminated in accordance with this Agreement. By subscribing, Developer authorizes Nuance to charge the payment method designated in Developer’s Account now, and again at the beginning of any subsequent Subscription Term. Upon renewal of the Subscription, if Nuance does not receive payment, (a) Developer shall pay all amounts due on Developer’s Account upon demand and/or (b) Developer agrees that Nuance may either terminate or suspend the Subscription and continue to attempt to charge Developer’s designated payment method until payment is received (upon receipt of payment, Developer’s Account will be activated and, for purposes of automatic renewal, the new Subscription commitment period will begin as of the day payment was received).

(i) Cancelling Subscriptions. Developer may elect not to renew any Subscription through Developer’s Account. Nuance may elect not to renew any Subscription upon notice to Developer. If Developer does not wish the Subscription to renew automatically, or wants to change or terminate the Subscription, Developer must contact Nuance at the email listed in Section 14.14, or effect such change or termination through Developer’s Account, before the expiration of the then-current Subscription Term.

(ii) Effect of Cancellation. If Developer cancels a Subscription, Developer may use the Subscription until the end of the then-current Subscription Term; the Subscription will not be renewed after the then-current Subscription Term expires. However, except as expressly provided in this Agreement or required by applicable law, Developer will not be eligible for a prorated refund of any portion of the Service Subscription Fee paid for the then-current Subscription Term.

(b) Upgrades and Downgrades. If Developer chooses to upgrade a Subscription in the middle of a Subscription Term, such upgrade will take effect immediately and any incremental fees associated with such upgrade will be charged in accordance with this Agreement. In any future Subscription Term, the Service Subscription Fees will reflect any such upgrades. If Developer chooses to downgrade a Subscription, the downgrade will take effect as of the first day of the next Subscription Term. Downgrading a Subscription may cause loss of content, features, or capacity of the Service as available, and Nuance does not accept any liability for such loss.

(c) Additional Cancellation and Refund Rights. Nuance will honor all additional statutory rights to which Developer may be entitled. If Developer believes Developer is entitled to additional rights, including the right to a refund, under applicable law, Developer should contact Nuance.

7.4 Invoicing. Unless otherwise specified in the pricing and plan selected by Developer during sign-up or purchase, Nuance may invoice and charge all Fees in advance, except that any Fees for excess usage will be invoiced in arrears. Developer must provide complete and accurate billing and contact information to Nuance and notify Nuance of any changes. Developer will be billed for all amounts due under this Agreement using the Developer-provided payment method on file. Should Developer provide credit card information for billing, Developer expressly authorizes Nuance or its agents to charge all Fees and other charges incurred under this Agreement to such credit card, and such authorization will survive termination of this Agreement until there are no charges remaining due. If Developer uses a credit card and Nuance does not receive payment from the card issuer, Developer agrees to pay all amounts due upon demand by Nuance.

7.5 Payment. Unless otherwise specified in the pricing and plan selected by Developer during sign-up or purchase, Developer will pay Nuance for all invoiced amounts due under this Agreement within thirty (30) days from the invoice date. If any invoiced amount is not received by Nuance by the due date, then without limiting Nuance’s rights or remedies: (a) those charges may accrue late interest at the rate of one and one-half percent (1.5%) of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower; (b) Nuance may condition Developer’s future purchases on shorter payment terms; (c) notwithstanding any other provision of this Agreement, Nuance may, in its sole discretion, immediately suspend Developer’s access to the Service until the overdue amounts and interest are paid in full; and (d) Nuance may invoice Developer for, and Developer will pay Nuance, any collection and legal costs actually incurred by Nuance in connection with Nuance’s collection of amounts due from Developer. Developer has no right to set off any amounts against amounts due to Nuance.

7.6 Fee Changes. Nuance may change the Fees upon at least thirty (30) days’ prior written notice to Developer, provided that changes to Fees charged to Developer will not take effect sooner than the start of Developer’s next renewal Subscription Term. Pricing for additional usage purchased separately from a Subscription will be the pricing presented to Developer at the time of purchase.

7.7 Taxes. Nuance’s Fees do not include any Sales Tax (defined below) that may be due in connection with the Service provided under this Agreement. If Nuance determines it has a legal obligation to collect Sales Tax from Developer in connection with this Agreement, Nuance reserves the right to collect such Sales Tax in addition to the Fees. If the Service, or payments for the Service, under this Agreement are subject to any Sales Tax in any jurisdiction and Developer has not remitted the applicable Sales Tax to Nuance, Developer shall be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and Developer shall indemnify Nuance for any liability or expense Nuance may incur in connection with such Sales Tax. Upon Nuance’s request, Developer will provide Nuance with official receipts issued by the appropriate taxing authority, or other evidence that Developer has paid all applicable Sales Tax. For purposes of this section, “Sales Tax” means any sales, value-added or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.

8. TERM AND TERMINATION.

8.1 Term. This Agreement commences on the Effective Date and continues until terminated in accordance with this Agreement (the “Term”). Expiration or use of all Developer’s usage Credits or cancellation or expiration of a Subscription does not, by itself, terminate this Agreement; however, the license set forth in Section 2.2 does not apply during any period of time when Developer does not have an active Subscription or available Credits.

8.2 Suspension and Termination. Nuance may change, suspend, or discontinue the availability or any functionality of the Service, or any aspect of Developer’s access to the Service, with or without prior written notice to Developer. Without limiting any other right or remedy, Nuance may, with or without prior notice, including through automated enforcement suspend Developer’s access to the Service, the rights and licenses granted under this Agreement and/or Developer’s or any Authorized User’s or End User’s Accounts, API keys or other credentials if Nuance in good faith suspects that Developer or any person accessing the Service through such credentials is engaging or has engaged in activities prohibited by this Agreement, has exceeded the scope of the licenses granted hereunder, or has otherwise violated this Agreement or the Nuance AUP. If Nuance reasonably determines that Developer, any Authorized User, or any End User has not complied with Developer’s obligations under this Agreement or the Nuance AUP, Nuance may limit, suspend, or terminate Developer’s use of the Service (and Developer’s rights under this Agreement) upon notice to Developer, without liability to Developer. In addition, either Party may terminate this Agreement if the other Party breaches any material provision of this Agreement and does not cure such breach within thirty (30) days following receipt of written notice of such breach from the non-breaching Party.

8.3 Effect of Termination. Upon termination of this Agreement: (a) the rights and licenses granted to Developer in Section 2.2 terminate immediately; (b) any and all payment obligations, if any, will be due; and (c) each Party will promptly return to the other Party all Confidential Information (defined below) of such Party in its possession, custody, or control. Neither Party will be liable to the other Party for damages of any sort resulting solely from the termination of this Agreement.

8.4 Survival. Sections 4.4, 5.1, 5.2, 5.3, 6.1, 6.2, 6.3, 8.4, and 9 through 14 will survive any termination of this Agreement.

9. CONFIDENTIALITY.

9.1 Confidential Information. “Confidential Information” means any information disclosed (directly or indirectly) by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) pursuant to this Agreement that (a) is marked as “Confidential,” “Proprietary” or in some other manner to indicate its confidential nature, or (b) is information that a third party would otherwise reasonably expect to be treated in a confidential manner based on the circumstances of disclosure or the nature of the information itself. Notwithstanding the foregoing, the Service and Nuance Technology are Confidential Information of Nuance.

9.2 Exceptions. The term “Confidential Information” will not, however, for the purposes of this Agreement, include any Developer Content or Personal Data Developer submits as Input, or otherwise makes available to Nuance under or in connection with this Agreement or any information which: (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (b) becomes publicly known or made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or fault of the Receiving Party; (c) is already lawfully in the possession of the Receiving Party at the time of disclosure by the Disclosing Party; (d) is obtained by the Receiving Party from a third party without a breach of such third party’s obligations of confidentiality; or (e) is developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

9.3 Non-Use and Non-Disclosure. The Receiving Party agrees not to use any Confidential Information of the Disclosing Party for any purpose except to exercise its rights and perform its obligations under this Agreement. Each Receiving Party agrees not to disclose any of the Disclosing Party’s Confidential Information to third parties, except that, notwithstanding the foregoing: (a) Nuance may disclose Developer’s Confidential Information to Nuance’s employees, subcontractors and service providers (such as its hosting provider), and those of its affiliates that are bound by written confidentiality obligations, and (b) either Party may disclose Confidential Information to the limited extent required to comply with the order of a court or other governmental body or applicable law.

10. DISCLAIMERS.

10.1 General. THE SERVICE, THE NUANCE TECHNOLOGY, AND ANY RESPONSE ARE PROVIDED “AS IS,” “WHERE IS,” “WITH ALL FAULTS” AND WITH NO WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND. NUANCE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, SECURITY, TITLE AND/OR NON-INFRINGEMENT. NUANCE DOES NOT REPRESENT, WARRANT, OR MAKE ANY CONDITION THAT THE SERVICE, THE NUANCE TECHNOLOGY, OR ANY RESPONSE IS FREE OF INACCURACIES, ERRORS, BUGS, OR INTERRUPTIONS, OR IS RELIABLE, ACCURATE, COMPLETE, OR OTHERWISE VALID. BECAUSE EACH RESPONSE IS GENERATED USING ARTIFICIAL INTELLIGENCE, NUANCE DOES NOT REPRESENT OR WARRANT THAT ANY RESPONSE IS FREE OF THIRD-PARTY INTELLECTUAL PROPERTY CLAIMS, AND DEVELOPER ASSUMES ALL RISK ASSOCIATED WITH DEVELOPER’S USE OR DISTRIBUTION OF ANY RESPONSE THROUGH THE APPLICATION. NUANCE IS NOT RESPONSIBLE FOR ANY RESPONSE OR OTHER MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE OR THE NUANCE TECHNOLOGY, ALL OF WHICH IS OBTAINED AT DEVELOPER’S OWN DISCRETION AND RISK. DEVELOPER’S USE OF THE SERVICE, THE NUANCE TECHNOLOGY, AND ANY RESPONSE IS AT DEVELOPER’S OWN DISCRETION AND RISK, AND DEVELOPER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM USE THEREOF, INCLUDING, BUT NOT LIMITED TO, ANY DAMAGE TO DEVELOPER’S COMPUTER SYSTEM OR LOSS OF DATA. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY DEVELOPER FROM NUANCE OR THROUGH OR FROM THE SERVICE OR THE NUANCE TECHNOLOGY WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT.

10.2 Artificial Intelligence. LAWS AND REGULATIONS GOVERNING USE OF ARTIFICIAL INTELLIGENCE ARE RAPIDLY EVOLVING, AND NUANCE DOES NOT GUARANTEE THAT DEVELOPER’S USE OF THE SERVICE OR THE NUANCE TECHNOLOGY WILL COMPLY WITH APPLICABLE LAWS AND REGULATIONS OR THAT FUTURE LAWS AND REGULATIONS WILL NOT IMPACT SUCH USE. DEVELOPER IS SOLELY RESPONSIBLE FOR ENSURING THAT ITS APPLICATION AND ITS AUTHORIZED USERS’ AND END USERS’ USE OF THE SERVICE AND NUANCE TECHNOLOGY COMPLY WITH ALL APPLICABLE LAWS. WITHOUT LIMITATION TO THE FOREGOING, DEVELOPER ACKNOWLEDGES AND AGREES THAT (I) IT SHALL NOT USE THE SERVICE TO CARRY ON ANY PROHIBITED AI PRACTICE UNDER THE EU AI ACT OR ANY EQUIVALENT PROHIBITION OF APPLICABLE LAWS; AND (II) AS BETWEEN THE PARTIES, DEVELOPER, AND NOT NUANCE, SHALL BE CONSIDERED TO BE THE PROVIDER OF DEVELOPER’S APPLICATION, INCLUDING THE SERVICE AS INCORPORATED THEREIN AND MADE AVAILABLE TO DEVELOPER’S AUTHORIZED USERS AND END USERS THEREBY, FOR THE PURPOSES OF THE EU AI ACT OR ANY EQUIVALENT APPLICABLE LAW.

11. LIMITATION OF LIABILITY.

NUANCE WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO DEVELOPER FOR ANY LOST PROFITS, LOST REVENUES AND LOST BUSINESS OPPORTUNITIES, IN EACH CASE WHETHER DIRECT OR INDIRECT, OR FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, SPECIAL, OR RELIANCE DAMAGES RELATED TO THIS AGREEMENT, THE SERVICE, THE NUANCE TECHNOLOGY, OR ANY RESPONSE, WHETHER NUANCE WAS OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF THESE DAMAGES. IN NO EVENT WILL NUANCE’S AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR ANY AND ALL CLAIMS ARISING IN EACH YEAR OF THE TERM OF THIS AGREEMENT EXCEED AN AMOUNT EQUAL TO THE AMOUNTS PAID BY DEVELOPER TO NUANCE IN SUCH YEAR.

12. INDEMNIFICATION.

12.1 By Developer. Developer will defend, indemnify and hold harmless Nuance and its affiliates, and their respective directors, officers, agents, licensors, and employees from and against any third-party claim arising from or in any way related to: (a) the Application, Developer’s use of the Service or any Response, or Developer’s, any Authorized User’s, or any End User’s use or misuse of the foregoing; (b) any allegation that the Application or Developer Content infringes any third party’s intellectual property right, misappropriates any trade secret of any third party, or violates an individual’s rights of publicity or privacy; (c) any violation by Developer of any applicable law or regulation, including Applicable Data Protection Laws; (d) Developer’s failure to comply with Sections 4.4 and 5.2 or to obtain or maintain any Required Notices and Consents, including any consent required under Section 4; (e) Developer’s, any Authorized User’s, or any End User’s non-compliance with this Agreement or the Nuance AUP; or (f) Developer’s breach of any other obligation herein, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature.

13. ARBITRATION AGREEMENT.

This Section 13 only applies to Developers located in the United States and in foreign jurisdictions that permit the enforcement of the terms and conditions set forth below in this Section 13 (“Arbitration Agreement”):

13.1 Mandatory Arbitration. Developer and Nuance agree to resolve any Disputes (defined below), regardless of when they arose, including before this Agreement existed, through final and binding arbitration.

13.2 Informal Dispute Resolution. Nuance wants to understand and address Developer’s concerns prior to formal legal action. The Parties agree to try to resolve Disputes informally before filing a claim against one another, by notifying the other Party in accordance with Section 14.8. If the Parties cannot resolve a Dispute within sixty (60) days, either Party may initiate arbitration. Both Parties also agree to attend an individual settlement conference if either Party requests one during this time. Any statute of limitations will be tolled during this informal resolution process.

13.3 Generally. Developer and Nuance agree to resolve any dispute, claim, or controversy arising out of or relating to this Agreement or the Service (each, a “Dispute”) through final and binding arbitration, except as set forth below. Either Party may commence binding arbitration through National Arbitration and Mediation (“NAM”), or, if NAM is not available, an alternative arbitral forum selected by the Parties. The initiating Party will pay all filing fees for the arbitration, and payment for other administrative and arbitrator’s costs will be governed by the arbitration provider’s rules. If a Party’s claim is determined to be frivolous, the Party who initiated the frivolous claim is responsible for reimbursing the other Party for all administrative, hearing, and other fees incurred as a result of the frivolous claim.

13.4 Procedure. The arbitration will be conducted by telephone, based on written submissions, by videoconference, or in person in the State of Washington or at another mutually agreed location. The arbitration will be conducted by a sole arbitrator under NAM’s then-prevailing rules. All issues are for the arbitrator to decide, except that a court located in the State of Washington has the authority to determine: (a) if a provision of this Arbitration Agreement should be severed and the consequences of that severance; (b) whether the Parties have complied with conditions precedent to arbitration; and (c) whether an arbitration provider is available to hear the arbitration. The amount of any settlement offer will not be disclosed to the arbitrator by either Party until after the arbitrator determines the final award, if any.

13.5 Exceptions. Nothing in this Agreement requires arbitration of the following claims: (a) individual claims brought in small claims court; and (b) injunctive or other equitable relief to stop unauthorized use or abuse of the Service or intellectual property infringement.

13.6 No Class Actions. Disputes must be brought on an individual basis only and may not be brought as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed. If for any reason a Dispute proceeds in court rather than through arbitration, each Party knowingly and irrevocably waives any right to trial by jury in any action, proceeding, or counterclaim. This does not prevent either Party from participating in a class-wide settlement of claims.

13.7 Batch Arbitration. If twenty-five (25) or more claimants represented by the same or similar counsel file demands for arbitration raising substantially similar Disputes within ninety (90) days of each other, Developer and Nuance agree that NAM will administer them in batches (each, a “Batch”), unless there are fewer than fifty (50) claimants in total, in which case all such claims will comprise a single Batch. NAM will administer each Batch as a single consolidated arbitration with one arbitrator, one set of arbitration fees, and one hearing held by videoconference or in a location decided by the arbitrator for each Batch. If any part of this Section is found to be invalid or unenforceable as to a particular claimant or Batch, it will be severed and arbitrated in individual proceedings.

13.8 Severability. If any part of this Section 13 is found to be illegal or unenforceable, the remainder will remain in effect, except that if a finding of partial illegality or unenforceability would allow class or representative arbitration, this Section 13 will be unenforceable in its entirety. Nothing in this Section will be deemed to waive or otherwise limit the right to seek public injunctive relief or any other non-waivable right, pending a ruling on the substance of that claim from the arbitrator.

14. GENERAL.

14.1 Marketing. Nuance may publicly refer to Developer, orally or in writing, as an API licensee of Nuance and to the Application as using the Service, and Nuance may publish Developer’s and the Application’s names and logos on the Nuance website or promotional materials without prior written consent. Developer grants Nuance all necessary rights and licenses to do so.

14.2 Entire Agreement. This Agreement, together with the Nuance AUP, constitutes the entire agreement between Developer and Nuance with respect to Developer’s use of the Service. In the event of any conflict between this Agreement and the Nuance AUP, the Nuance AUP will control solely with respect to acceptable-use requirements.

14.3 Relationship of Parties. The Parties hereto are independent contractors. Nothing in this Agreement will be deemed to create an agency, employment, partnership, fiduciary, or joint venture relationship between the Parties. Neither Party is the representative of the other Party for any purpose and neither Party has the power or authority as agent, employee, or in any other capacity to represent, act for, bind, or otherwise create or assume any obligation on behalf of the other Party for any purpose whatsoever.

14.4 Governing Law; Exclusive Venue. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Washington, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. To the extent the Parties are permitted under this Agreement to initiate litigation in a court, Developer and Nuance agree that all claims and disputes arising out of or relating to this Agreement will be litigated exclusively in the state or federal courts located in Washington.

14.5 Severability. If any term or provision of this Agreement is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, such term or provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

14.6 Assignment. This Agreement, and Developer’s rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by Developer without Nuance’s prior written consent. Nuance may, without Developer’s consent, freely assign and transfer this Agreement, including any of its rights, obligations, or licenses granted under this Agreement. Any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

14.7 Waiver. Failure to enforce or a waiver by either Party of one default or breach of the other Party will not be considered to be a waiver of any subsequent default or breach.

14.8 Notices. All notices required or permitted hereunder will be in writing, delivered personally, by email, or by nationally recognized overnight courier (e.g., FedEx), to Nuance at the applicable address listed in Section 14.14 and to Developer at the applicable address Developer provided during registration, in each case as updated by notice to the other Party. All notices will be deemed effective upon personal delivery, or when received if sent by email or overnight courier. Developer agrees that Nuance may provide any privacy or other notices, disclosures, reports, documents, communications and other records regarding the Service (collectively, “Notices”) in electronic form by: (a) sending them to the email address that Developer provided during registration, or (b) posting them on the Service. The delivery of any Notice is effective when posted to the Service or sent by Nuance (whichever first occurs), regardless of whether Developer reads the Notice when Developer receives it or whether Developer actually receives the delivery. Developer can withdraw its consent to receive Notices electronically by canceling its Account.

14.9 Force Majeure. Neither Party will be liable to the other for failure to fulfill obligations hereunder if such failure is due to causes beyond its control, including acts of God, earthquake, fire, flood, embargo, catastrophe, sabotage, utility or transmission failures, governmental prohibitions or regulations, national emergencies, insurrections, riots or war.

14.10 Construction. Unless otherwise specified herein: (a) the word “including” means “including but not limited to”; and (b) any reference to days will mean calendar days. All headings are for convenience only.

14.11 Remedies. All rights and remedies of the Parties, under this Agreement, in law or at equity, are cumulative and may be exercised concurrently or separately. The exercise of one remedy will not be an election of that remedy to the exclusion of other remedies. A Party’s breach or threatened breach of any of its covenants or agreements in this Agreement may cause irreparable injury that is inadequately compensable in monetary damages.

14.12 Modifications to this Agreement. Nuance may modify the terms of this Agreement from time to time by posting a revised version on its website and notifying Developer of the modification. Unless Nuance specifies a later effective date, any such modification will become effective on the date notice is given to Developer. Developer’s continued access to or use of the Service after notice of the modification and on or after its effective date constitutes acceptance of this Agreement as modified. If Developer does not agree to the modified Agreement, Developer must discontinue access to and use of the Service before the modification takes effect. Modifications will apply only prospectively and will not retroactively reduce Developer’s rights or increase Developer’s obligations with respect to any period before the effective date of the modification.

14.13 Export Compliance. Developer understands and acknowledges that Nuance is subject to various export control laws and regulations, and that the use of Nuance products or services under this Agreement is subject to various trade and economic sanctions laws and regulations, including those of the United States (collectively, “Trade Control Laws”). Developer shall conduct its activities under this Agreement in compliance with U.S. Trade Control Laws and other applicable Trade Control Laws. Developer shall not, directly or indirectly, export, reexport, or transfer the Service or Nuance Technology to any country, territory, entity, or individual, or for any end-use, without first obtaining any regulatory licensing, authorization, or other approvals as may be required pursuant to U.S. and other applicable Trade Control Laws. Developer shall not provide any Developer Content to Nuance that requires government authorization pursuant to applicable Trade Control Laws, including but not limited to the U.S. International Traffic in Arms Regulations or U.S. Export Administration Regulations. Developer shall not use the Service or Nuance Technology for any purpose prohibited by U.S. and other applicable Trade Control Laws, including for the development, design, manufacture, or production of missile, nuclear, chemical, or biological weapons. Without limiting the foregoing, Developer represents that it is not: (a) named on any U.S. government prohibited or restricted persons list, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control’s Specially Designated Nationals (“SDN”) and Blocked Persons List, Foreign Sanctions Evaders List, or Sectoral Sanctions Identifications List; the U.S. Department of Commerce’s Entity List, Military End-User List, or Unverified List; or the United Kingdom’s sanctions lists, the European Union’s Consolidated Financial Sanctions List, or any other list of sanctioned, prohibited, or restricted parties from time to time (each, a “Sanctions List”); (b) 50% or more owned, individually or in the aggregate, directly or indirectly, or, where applicable under Trade Control Laws, controlled, individually or in the aggregate, directly or indirectly, by one or more individuals or entities designated on a Sanctions List; or (c) located, organized, or ordinarily resident in a country or territory that is, or whose government is, the subject of Trade Control Laws that broadly prohibit dealings therein, including Cuba, Iran, North Korea, Syria, and the Crimea, the Donetsk People’s Republic, and the Luhansk People’s Republic regions of Ukraine, or the Government of Venezuela, any political subdivision, agency, or instrumentality thereof, any person owned or controlled, directly or indirectly, by the foregoing, or any person who has acted or purported to act directly or indirectly for or on behalf of any of the foregoing. Developer acknowledges that Nuance has the right to terminate this Agreement effective immediately to ensure compliance with this Section 14.13 or applicable Trade Control Laws, including if Developer becomes a party with whom Nuance is prohibited from dealing pursuant to Trade Control Laws, or Nuance otherwise determines, reasonably and in good faith, that its Trade Control Laws compliance obligations prohibit its performance.

14.14 Contact Information.

Nuance Labs, Inc.

PO Box 12249

Seattle, WA 98102

legal@nuancelabs.ai

Exhibit A: Data Transfer Addendum

1. DEFINITIONS

1.1 In this Data Transfer Addendum (“DTA”), the following terms shall have the meanings set out in this Section 1, unless expressly stated otherwise:

• “Data Subject” means the End User or Authorized User to whom Relevant Personal Data relates.

• “FADP” means the Swiss Federal Act on Data Protection of 25 September 2020, as updated from time to time.

• “GDPR” means, as and where applicable to the Processing concerned, and each as updated from time to time: (i) the General Data Protection Regulation (EU) 2016/679 (“EU GDPR”); and/or (ii) the UK General Data Protection Regulation (“UK GDPR”).

• “Relevant Personal Data” means Personal Data Developer submits as Input, or otherwise makes available to Nuance under or in connection with this Agreement.

• “Restricted Transfer” means the disclosure, grant of access, or other transfer of Relevant Personal Data to any person located in: (i) in the context of the EU GDPR, any country or territory outside the European Economic Area (“EEA”) that does not benefit from an adequacy decision from the European Commission (an “EU Restricted Transfer”); (ii) in the context of the UK GDPR, any country or territory outside the UK that does not benefit from an adequacy decision from the UK Government or is not approved by regulations by the UK Government (a “UK Restricted Transfer”); and (iii) with respect to the FADP, any country or territory outside of Switzerland that does not benefit from an adequacy decision from the relevant Swiss authorities (a “Swiss Restricted Transfer”), in each case, which would be prohibited without a legal basis under the EU GDPR, UK GDPR and/or FADP (as applicable).

• “SCCs” means the standard contractual clauses approved by the European Commission pursuant to implementing Decision (EU) 2021/914.

• “UK Transfer Addendum” means the template Addendum B.1.0 issued by the Information Commissioner and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2 February 2022, as it is revised under Section 18 of the UK Mandatory Clauses included in Part 2 thereof (the “UK Mandatory Clauses”).

1.2 All capitalized terms not defined in this Section 1 or elsewhere in this DTA shall have the meaning given to them in the Agreement.

2. DATA TRANSFERS

2.1 Entry into SCCs. With respect to any Restricted Transfer from Developer (the “Data Exporter”) to Nuance (the “Data Importer”) under this DTA: (a) that is an EU Restricted Transfer, the Parties hereby enter into and agree to comply with their respective obligations set out in the SCCs; (b) that is a UK Restricted Transfer, the Parties hereby enter into and agree to comply with their respective obligations set out in the SCCs as varied by the UK Transfer Addendum in accordance with Section 2.3; and/or (c) that is a Swiss Restricted Transfer, the Parties hereby enter into and agree to comply with their respective obligations set out in the SCCs as varied in accordance with Section 2.4.

2.2 Population of SCCs. With respect to any SCCs entered into pursuant to Section 2.1, the Parties agree as follows: (a) each of the Parties is hereby deemed to have signed the SCCs at the relevant signature block in Annex I to the Appendix to the SCCs; (b) Module One of the SCCs applies; (c) in Clause 7: the ‘Docking Clause’ is not used; (d) in Clause 11: the optional language is not used; (e) in Clause 13: all square brackets are removed and all text therein is retained; (f) in Clause 17: ‘OPTION 1’ applies, and the Parties agree that the SCCs shall be governed by the law of: (i) Ireland in relation to any EU Restricted Transfer; (ii) England and Wales in relation to any UK Restricted Transfer; and (iii) Switzerland in relation to any Swiss Restricted Transfer; and (g) in Clause 18(b): the Parties agree that any dispute arising from the SCCs shall be resolved by: (i) in relation to any EU Restricted Transfer, the courts of Ireland; (ii) in relation to any UK Restricted Transfer, the courts of England and Wales; and (iii) in relation to any Swiss Restricted Transfer, the courts of Switzerland; (h) with respect to the Annexes to the Appendix to the SCCs, Annex I is populated with the corresponding information detailed in Annex 1 (Data Processing Details) to the DTA; and (i) Annex II is populated with reference to the information contained in Annex 2 (Security Measures).

2.3 Population of UK Transfer Addendum. Where relevant in accordance with Section 2.1(b), the SCCs apply to any UK Restricted Transfers as varied by the UK Transfer Addendum in the following manner: (i) ‘Part 1 to the UK Transfer Addendum’: (A) Tables 1, 2 and 3 to the UK Transfer Addendum are deemed populated with the corresponding details set out in Annex 1 (Data Processing Details) to the DTA and Section 2.2; and (B) Table 4 to the UK Transfer Addendum is completed with the words “Either Party”; and (ii) ‘Part 2 to the UK Transfer Addendum’: the Parties agree to be bound by the UK Mandatory Clauses and that the SCCs shall apply to any UK Restricted Transfers as varied in accordance with those Mandatory Clauses.

2.4 Swiss Restricted Transfers. To the extent that any Processing of Personal Data under this DTA involves a Swiss Restricted Transfer between the Parties, the Parties shall comply with their respective obligations set out in the SCCs, which are hereby deemed to be: (a) populated in accordance with Section 2.2; (b) varied in the following manner: (i) the FDPIC shall be the sole Supervisory Authority for Swiss Restricted Transfers exclusively subject to the FADP (including for the purposes of Annex I.C to the Appendix to the SCCs and the competent Supervisory Authority referenced therein); (ii) the terms “General Data Protection Regulation” or “Regulation (EU) 2016/679” as utilized in the SCCs shall be interpreted to include the FADP with respect to Swiss Restricted Transfers; (iii) references to Regulation (EU) 2018/1725 are removed; (iv) references to the “Union”, “EU” and “EU Member State” shall not be interpreted in such a way as to exclude Data Subjects in Switzerland from the possibility of exercising their rights in their place of habitual residence (Switzerland) in accordance with Clause 18(c) of the SCCs; (v) where Swiss Restricted Transfers are exclusively subject to the FADP, all references to the GDPR in the SCCs are to be understood to be references to the FADP; and (vi) where Swiss Restricted Transfers are subject to both the FADP and the GDPR, all references to the GDPR in the SCCs are to be understood to be references to the FADP only insofar as the Swiss Restricted Transfers are subject to the FADP; and (c) entered into by the Parties and incorporated by reference into this DTA.

2.5 Operational clarifications. In relation to any SCCs entered into pursuant to Section 2.1, the Parties agree as follows: (a) when complying with its transparency obligations under Clause 8.2 of the SCCs, the Data Importer shall not be required to provide or otherwise make available, and the Data Exporter shall take all appropriate steps to protect, the Data Importer’s and its licensors’ trade secrets, business secrets, confidential information and/or other commercially sensitive information; (b) in relation to any: (i) UK Restricted Transfer to which they apply, where the context permits and requires, any reference in the DTA to the SCCs, shall be read as a reference to those SCCs as varied by Section 2.3; and (ii) Swiss Restricted Transfer to which they apply, where the context permits and requires, any reference in the DTA to the SCCs, shall be read as a reference to those SCCs as varied by Section 2.4; and (c) with respect to any given Restricted Transfer, if requested of the Data Exporter by a Supervisory Authority, Data Subject, or further controller (where applicable), on specific written request, accompanied by suitable supporting evidence of the relevant request, the Data Importer shall provide the Data Exporter with an executed version of the relevant set(s) of SCCs responsive to the request made of the Data Exporter (amended and populated in accordance with relevant provisions of this DTA with respect to the relevant Restricted Transfer) for countersignature by the Data Exporter, onward provision to the relevant requestor and/or storage to evidence the Data Exporter’s compliance with Applicable Data Protection Laws.

3. VARIOUS

3.1 Incorporation. This DTA is hereby incorporated into and forms part of the Agreement.

3.2 LIABILITY. THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY TOWARDS THE OTHER PARTY, HOWSOEVER ARISING, UNDER OR IN CONNECTION WITH THIS DTA AND THE SCCS (IF AND AS THEY APPLY) WILL UNDER NO CIRCUMSTANCES EXCEED ANY LIMITATIONS OR CAPS ON, AND SHALL BE SUBJECT TO ANY EXCLUSIONS OF, LIABILITY AND LOSS AGREED BY THE PARTIES IN THE AGREEMENT; PROVIDED THAT, NOTHING IN THIS SECTION 3.2 WILL AFFECT ANY PERSON’S LIABILITY TO DATA SUBJECTS UNDER THE THIRD PARTY BENEFICIARY PROVISIONS OF THE SCCS (IF AND AS THEY APPLY).

3.3 Updates. Each Party shall act in good faith to agree variations to this DTA that are reasonably necessary to address the requirements of Applicable Data Protection Laws from time to time. Without limiting the foregoing, Nuance may on notice vary this DTA and replace the relevant SCCs so as to enable the lawful transfer of Personal Data between the Parties under this DTA in compliance with Applicable Data Protection Laws.

3.4 Prevail. In the event of any conflict or inconsistency between: (a) this DTA and the Agreement, this DTA shall prevail; or (b) any SCCs entered into pursuant to Section 2 and this DTA and/or the Agreement, the SCCs shall prevail with respect to the Restricted Transfer to which they apply.

Annex 1: Data Processing Details

NUANCE DETAILS

Name: Nuance Labs, Inc., a Delaware corporation

Address: PO Box 12249, Seattle, WA 98102

Contact Details for Data Protection: Role: Privacy Lead. Email: privacy@nuancelabs.ai

Activities: Nuance makes available its Nuance SDK to enable Developer to incorporate the Service into Developer’s Application.

Role: Controller

DEVELOPER DETAILS

Name: The entity or other person who is a counterparty to the Agreement

Address: Developer’s address is the address shown in or determined by the Agreement; or if no such address is contained within the Agreement, Developer’s principal business trading address – unless otherwise notified to Nuance’s contact point noted above.

Contact Details for Data Protection: As notified by Developer to Nuance during the account registration process. Developer agrees that it is solely responsible for ensuring that such contact details are valid and up to date and direct relevant communications to the appropriate individual within its organization.

Activities: Developer’s activities relevant to this DTA are the use and receipt of the Service as part of its ongoing business operations under and in accordance with the Agreement.

Role: Controller

DETAILS OF PROCESSING

Categories of Data Subjects: Relevant Data Subjects include:

• Authorized Users.
• End Users.

Each category includes current, past and prospective Data Subjects.

Categories of Personal Data: Without prejudice to Section 5.2, Relevant Personal Data includes Personal Data comprised within Inputs or otherwise made available by Developer to Nuance under or in connection with this Agreement.

Special Category Data / Sensitive Data, and associated additional restrictions/safeguards: Without prejudice to Section 5.2, Relevant Personal Data includes Personal Data comprised within Inputs or otherwise made available by Developer to Nuance under or in connection with this Agreement. Additional safeguards for sensitive data: N/A – Nuance provides uniform standards of information and data security across the board to all relevant systems and data types.

Frequency of Transfer: Ongoing – as initiated by Developer in and through its use, or its Authorized Users’ and/or End Users’ use, of the Service and/or the Application.

Nature of the Processing: Processing operations required in order to provide the Service or otherwise to exercise Nuance’s rights under and in accordance with the Agreement, including collection, recording, organization, structuring, storage, consultation, use, disclosure by transmission, dissemination, alignment or combination, restriction, erasure, and/or destruction.

Purpose of the Processing: Processing necessary to provide the Service and/or as otherwise required to exercise the rights granted to Nuance under the Agreement, including in Section 6.2(b).

Duration of Processing / Retention Period: For the duration of the Agreement and as otherwise required by applicable laws.

Competent Supervisory Authority: If and where applicable, having regard to Section 2 of the DTA:

• EU Restricted Transfers: the competent Supervisory Authority shall be determined as follows: (i) where Developer is established in an EU Member State: the competent Supervisory Authority shall be the Supervisory Authority of that EU Member State in which Developer is established; and (ii) where Developer is not established in an EU Member State, Article 3(2) of the GDPR applies and Developer has appointed an EU Representative under Article 27 of the GDPR: the competent Supervisory Authority shall be the Supervisory Authority of the EU Member State in which Developer’s EU Representative relevant to the Processing hereunder is based (from time-to-time), which Developer shall notify to Nuance in writing.
• UK Restricted Transfers: the Information Commission.
• Swiss Restricted Transfers: the FDPIC.

Annex 2: Security Measures

• Data Security Controls. Data security controls which may include logical segregation of data, restricted (e.g. role-based) access and monitoring, and utilization of commercially available and industry standard encryption technologies for Relevant Personal Data as and where appropriate to the data concerned.

• Logical Access Controls. Logical access controls designed to manage electronic access to data and system functionality based on authority levels and job functions.

• Password Controls. Password controls designed to manage and control password strength and usage.

• Physical and Environmental Security. Physical and environmental security of production resources relevant to Nuance’s activities, which are maintained by its relevant processor(s) (and their vendors) engaged from time to time by Nuance to host those resources.

• Operational Procedures. Operational procedures and controls designed to provide for configuration, monitoring and maintenance of technology and information systems.

• Change Management. Change management procedures and tracking mechanisms designed to test, approve and monitor all material changes to production code and infrastructure applicable to the Service and Relevant Personal Data.

• Incident Management. Incident management processes designed to allow Nuance to investigate, respond to, mitigate and notify of events related to technology and information assets applicable to Nuance’s activities and Relevant Personal Data.

• Network Security. Network security controls that provide for the use of cloud network firewall and web application firewall controls designed to protect systems from intrusion and limit the scope of any successful attack.

• Vulnerability Management and Threat Protection. Vulnerability management and threat protection measures designed to identify, assess, mitigate and protect against identified security threats, viruses and other malicious code.

• BC/DR. Business resiliency/continuity and disaster recovery procedures designed to maintain service and/or recovery from foreseeable emergency situations or disasters.