Nuance End User License Agreement and Terms of Service
Nuance Communications, Inc.
END USER LICENSE AGREEMENT
Your acceptance of the terms of this End User License Agreement (“Agreement”) is required before your use of the accompanying software. This Agreement is between you (“Licensee” or “you”) and Nuance Communications, Inc. and/or one or more of its affiliates (collectively, “Nuance”). By opening the sealed Software Package and/or by installing or otherwise using the software accompanying this Agreement (“Software”), you agree to be bound by the terms and conditions of this Agreement. The term “Software” shall also include any modified versions, updates, or upgrades of the Software licensed to you by Nuance. You may install and use a modified version, update, or upgrade of the Software only if you have a validly licensed existing version of the Software being modified, updated, or upgraded. If you download, install, copy, or otherwise use a modified version, update, or upgrade of the Software, then your license terminates as to the previous version of the Software, and you have a license only to such modified version, update, or upgrade of the Software under the terms of this Agreement. If you do not agree to the terms and conditions of this Agreement, you may not install or use the Software and must promptly return the Software and all accompanying materials to the entity from which you obtained this Software Package. THIS IS A LICENSE TO USE SOFTWARE AND NOT A SALE OF SOFTWARE CODE.
This document is Licensee’s proof of a non-exclusive license to exercise the rights granted herein and must be retained by Licensee. If you or your company have signed a separate software license agreement with Nuance or with any of Nuance’s authorized resellers, and that separate software license agreement is intended to govern the use of Software, the terms of that separate license agreement shall control over any conflicting terms in this End User License Agreement.
As used in this Agreement, “Software Package” means the Software and the accompanying documentation. As used in this Agreement, “Voice Profile” shall mean a data file created and used by the Software Package to recognize the speech of a sole natural person. A Voice Profile may not be shared or otherwise used by the Run-Time Software in a manner to recognize the speech of more than one natural person under any circumstances. As used in this Agreement, "Run-time Engine" shall mean the accessing of the Software Package by application software via an Application Programming Interface(“API”) that may be incorporated into the Software Package by Nuance, or similar direct access to the code of the Software Package that by-passes the API. Such use is subject to separate licensing to the application software developer and to the end user.
1(a). Grant of License – For Educational Institutions using the Home, Professional Individual, Professional Group, Legal Individual, Legal Group, Dragon Law Enforcement, and Dragon for Mac Editions of the Software. Nuance grants a non-exclusive license, without the right to sublicense or otherwise transfer, to Licensee during the Term to install and use one (1) copy of the Software contained on the provided installation media on a single computer running a validly-licensed operating system and to use, in connection with such Software, the rest of the Software Package. This license is for one (1) computer that allows the creation of multiple Voice Profiles by multiple speakers. A license for the Software Package does not allow Licensee to use the Software Package on a server. This license for the Software Package does not allow Licensee to use the Software as a Run-time Engine.
1(b). Grant of License – For Non Educational Institutions using the Home, Professional Individual, Professional Group, Legal Individual, Legal Group, Dragon Law Enforcement, and Dragon for Mac Editions of the Software. Nuance grants a non-exclusive license, without the right to sublicense or otherwise transfer, to Licensee (and Licensee’s employees who agree to be bound by the terms and conditions of this License) during the Term to install and use the Software contained on the provided installation media on multiple computers running validly-licensed operating systems and to use, in connection with such Software, the rest of the Software Package. A licensed speaker is permitted to create and use multiple Voice Profiles under this license. Voice Profiles can be stored on one or more computers or on a server to allow the speaker to move from computer to computer and still maintain a consistent dictation experience across computers. A separate license, however, must be purchased for each additional speaker whose Voice Profile or Voice Profiles is or are being used by the Software. Licensees of the Professional Group and Legal Group Editions of the Software may authorize a third party to use the Software in connection with any of Licensee’s Voice Profiles solely for the purpose of performing editing or correcting functions for Licensee; however, such third party must purchase a separate License to create his or her own Voice Profile. This license permits the Licensee to install the Software Package on an additional machine to use the Software for the transcription of audio files from many licensed users provided that the Licensee has purchased a license of the Software Package for this purpose. This license for the Software Package does not allow Licensee to use the Software as a Run-time Engine.
2. Nuance’s Rights Licensee acknowledges that the Software Package consists of proprietary information and products of Nuance (or other third parties) protected under United States or other patent, copyright, or trade secret laws. Licensee further acknowledges and agrees that all right, title and interest in and to the Software Package, and each component thereof, are and shall remain with Nuance. This Agreement does not convey to Licensee an interest in or to the Software Package but only a limited right to use, revocable in accordance with the terms of this Agreement.
3. Term This License is effective upon Licensee’s first installation and/or use of the Software and shall continue until terminated or expired. Licensee may terminate this Agreement at any time by returning the Software Package to Nuance. Nuance may terminate this Agreement upon breach by Licensee of any terms hereof. Upon such termination by Nuance, Licensee agrees to uninstall the Software and promptly return the Software Package to Nuance.
4. Other Restrictions
(a) Licensee may not sub-license, rent, lease, or otherwise commercialize the Software Package in any manner.
(b) Licensee may not reverse engineer, decompile, modify, create derivative works (except for Voice Profiles or custom vocabularies as set forth in the accompanying documentation) of, or disassemble the Software. You may not use any feature of the Software to create works such as custom vocabularies or language models for sale to third parties or re-sale by third parties, and/or to commercialize in any other manner. The foregoing restriction is applicable to you except to the extent that such restriction is expressly prohibited by applicable law.
(c) Licensee may not modify, make additions to or otherwise adapt the Software Package, or use the Software in conjunction with other software or data packages, for the purpose of enabling or adding features or functionality from another version or edition of the Software or development tool associated with the Software.
(d) Licensee may only use the Software in accordance with and in the manner intended by its accompanying documentation.
(e) Licensee may not publish the results of benchmarking the Software against competitive software, except to the extent that the foregoing restriction is expressly prohibited by applicable law.
(f) Licensee may not transfer or assign this license or the Software Package to any third party without the prior express written consent of Nuance. Any changes to, modifications to, or derivative works (except as set forth above) of the Software shall become the exclusive property of Nuance except to the extent that the foregoing restriction is expressly prohibited by applicable law.
5. Activation Nuance has designed the Software to prevent unlicensed use of the Software. Licensee agrees that Nuance may do so. In particular, use of the Software requires that Licensee activate the Software as described during the installation of the Software. During such activation, Nuance may collect certain non-personal technical information from Licensee’s computer concerning Licensee’s computer or network. Licensee agrees that Nuance may do so. Licensee may be required to reactivate the Software if Licensee modifies its computer hardware, the Software, or the operating system.
6. Notifications The Software contains a component that will automatically activate Licensee’s Internet browser and attempt to initiate a connection through the Internet to a website maintained by Nuance. This connection will be made using the Internet connections and telephone lines under Licensee’s control. From time to time, Licensee may receive notices about the Software or other information through this Internet connection. By installing the Software on Licensee’s computer, Licensee hereby consents to have the Software initiate a connection through the Internet to Nuance’s website, to use Licensee’s resources to connect to such website, and to receive notices about the Software and other information through this Internet connection.
7. Proprietary Rights Title, ownership rights, and intellectual property rights in the Software Package shall remain in Nuance and/or its suppliers or licensors. Licensee acknowledges such ownership and intellectual property rights and will not take any action to jeopardize, limit, or interfere in any manner with Nuance’s or its suppliers’ or licensors’ ownership of or rights with respect to the Software Package. The Software Package is protected by copyright and other intellectual property laws and by international treaties.
8. Disclaimer of Warranty 8.1 THE SOFTWARE PACKAGE IS PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION THE WARRANTIES THAT IT IS FREE OF DEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE OR NON-INFRINGING. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS BORNE BY LICENSEE. SHOULD THE SOFTWARE PROVE DEFECTIVE IN ANY RESPECT, LICENSEE AND NOT NUANCE OR ITS SUPPLIERS OR RESELLERS ASSUMES THE ENTIRE COST OF ANY SERVICE OR REPAIR. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE SOFTWARE IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. 8.2 IN AUSTRALIA: (a) OUR GOODS AND SERVICES COME WITH GUARANTEES THAT CANNOT BE EXCLUDED UNDER THE AUSTRALIAN CONSUMER LAW. NOTHING IN THIS AGREEMENT PURPORTS TO MODIFY OR EXCLUDE THE CONDITIONS, WARRANTIES AND UNDERTAKINGS AND ANY OTHER LEGAL RIGHTS UNDER THE COMPETITION AND CONSUMER ACT 2010 (Cth) AND ANY OTHER LAW, EXCEPT AS PERMITTED BY THAT LAW. (b) IF GOODS AND SERVICES PURCHASED ARE NOT OF A KIND ORDINARILY ACQUIRED FOR HOUSEHOLD USE OR CONSUMPTION THEN, SUBJECT TO LAW, NUANCE LIMITS ITS LIABILITY TO: (i) FOR GOODS: (A) REPLACEMENT OF THE GOODS OR THE SUPPLY OF EQUIVALENT GOODS; OR (B) THE COST OF REPLACING THE GOODS OR ACQUIRING EQUIVALENT GOODS; OR (C) REPAIR OF THE GOODS; OR (D) THE COST OF HAVING THE GOODS REPAIRED; AND (ii) FOR SERVICES: (A) SUPPLYING THE SERVICES AGAIN; OR (B) PAYMENT OF THE COST OF HAVING THE SERVICES SUPPLIED AGAIN, UNLESS IT IS UNREASONABLE TO DO SO. (c) GOODS (OTHER THAN SOFTWARE) PRESENTED FOR REPAIR FURTHER MAY BE REPLACED BY REFURBISHED GOODS OF THE SAME TYPE RATHER THAN BEING REPAIRED. REFURBISHED PARTS MAY BE USED TO REPAIR THE GOODS. (d)WHERE NUANCE ELECTS TO REPAIR GOODS, THIS REPAIR MAY RESULT IN LOSS OF USER-GENERATED DATA. (e) If the Australian Consumer Law (ACL) applies to this transaction then Nuance’s Australian Consumer Law Policy applies visit the website australia.nuance.com for information on this policy.
9. Limitation of Liability TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL NUANCE OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, ECONOMIC OR CONSEQUENTIAL DAMAGES, ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE PACKAGE, INCLUDING THE SOFTWARE, DOCUMENTATION, OR MICROPHONE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO CASE SHALL NUANCE’S LIABILITY EXCEED THE AMOUNT PAID BY LICENSEE FOR THE SOFTWARE PACKAGE. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES (SUCH AS AUSTRALIA IN CERTAIN CIRCUMSTANCES PURSUANT TO THE AUSTRALIAN CONSUMER LAW), SO IN THOSE STATES OR JURISDICTIONS, THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. AS A CONDITION OF YOUR USE OF THE SOFTWARE PACKAGE, YOU AGREE TO INDEMNIFY NUANCE FOR ALL CLAIMS RELATING TO YOUR USE, REPRODUCTION AND/OR RECEIPT OF CONTENT THROUGH USE OF THE SOFTWARE PACKAGE. LICENSEE UNDERSTANDS THAT SPEECH RECOGNITION IS A STATISTICAL PROCESS AND THAT RECOGNITION ERRORS ARE INHERENT IN THE PROCESS. LICENSEE ACKNOWLEDGES THAT IT IS LICENSEE’S RESPONSIBILITY TO CORRECT RECOGNITION ERRORS BEFORE USING THE RESULTS OF THE RECOGNITION. 10. Assignment Licensee shall not sublicense, rent, lease or lend the Software to another party.
11. Remedies If Licensee breaches this Agreement, Licensee shall promptly return the Software Package to Nuance.
12. Governing Law This Agreement shall be governed by the laws of the country where you purchased this Software as detailed for that country below, without regard to choice of law rules and excluding the United Nations Convention on Contracts for the International Sale of Goods, and you hereby unconditionally and irrevocably submit to the jurisdiction of the courts located in the jurisdiction below and the applicable service of process. The official text of the Agreement and any notices required shall be in English. In Canada, Province of Quebec for all contracts drafted in English, both you and Nuance agree to write this document in English. Les Parties ont convenu de rédiger le présent document en langue anglaise.
Your address: United States, Taiwan, Korea, Japan, Canada, or Mexico Governing Law: Commonwealth of Massachusetts, U.S. Jurisdiction: Federal or state courts of Massachusetts
Your address: China or Hong Kong Governing Law: Hong Kong Special Administrative Region Jurisdiction: Courts of Hong Kong Special Administrative Region
Your address: Australia or New Zealand Governing Law: The State of New South Wales, Australia Jurisdiction: Courts of New South Wales Australia
Your address: India or Singapore Governing Law: Singapore Jurisdiction: Courts of Singapore
Your address: Rest of world Governing Law: Irish law Jurisdiction: Dublin, Ireland
Notwithstanding the foregoing provisions of this Section, a breach of this Agreement by Licensee may cause Nuance irrevocable harm, for which damages as a remedy may be inadequate. Licensee agrees that Nuance is entitled to injunctive and/or other equitable relief, from any court of competent jurisdiction in addition to any other remedies afforded by law. Licensee agrees that in the event such equitable relief is granted, Licensee will not: (i) object that such remedy is inappropriate under the circumstances; nor (ii) object to courts in other jurisdictions granting provisional remedies enforcing such judgments.
13. Severability Should any term of this Agreement be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof.
14. No Waiver The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
15. United States Government End Users This Section applies to all acquisitions of the Software by or for the Federal government or by any prime contractor or subcontractor (at any tier) under any contract, grant, cooperative agreement, or other activity with the Federal government. By accepting delivery of the Software, the government hereby agrees that this software qualifies as “commercial” computer software within the meaning of the acquisition regulation(s) applicable to the procurement. The terms and conditions of this Agreement shall pertain to the government’s use and disclosure of the Software and shall supersede any conflicting contractual terms or conditions. If this Agreement fails to meet the government’s needs or is inconsistent in any respect with Federal law, the government agrees to return the Software, unused, to Nuance. The following additional statement applies only to acquisitions governed by DFARS Subpart 227.4 (October 1988): “Restricted Rights—Use, duplication, and disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 (Oct. 1988).” In the event any of the above referenced agency regulations is amended or replaced, the equivalent successor regulation shall apply instead.
16. Licensee expressly agrees that Nuance is not a licensed health care provider and that the Software is not a substitute for independent medical decision making by a qualified health care practitioner. Licensee is solely responsible for its own conduct with respect to patient care and any reliance upon the Software shall not diminish Licensee's responsibility for patient care that Licensee may be involved or associated with.
17. Processing of Speech Data, Uploaded Data, and Usage Data
(a) Speech Data and Uploaded Data. The Software has a feature by which you may enable Nuance to collect Speech Data (as defined below) or provide Nuance with Uploaded Data (as defined below). If you turn on the feature to provide Nuance with Speech Data and/or Uploaded Data, Nuance or its commissioned service providers, may collect and use the Speech Data and/or Uploaded Data for the purposes provided in this Agreement. Nuance or third parties acting under the direction of Nuance and pursuant to confidentiality agreements, shall only use Speech Data and Uploaded Data to tune, enhance and improve the speech recognition and other components of the Software, and other Nuance services and products. Nuance will not use the information elements in any Speech Data or Uploaded Data for marketing purposes. “Speech Data” means the audio files, associated transcriptions and log files provided by you hereunder or generated in connection with the Software. “Uploaded Data” means information you elect to provide to Nuance via the Software, such as specific words and/or word groups related to you, auto text, or otherwise.
(b) Usage Data. The Software has a feature by which you may enable Nuance to collect data on how you use the Software (the “Usage Data”). This feature utilizes the Google Analytics service to collect the Usage Data (information on the Google Analytics service and how it collects and processes data is located at https://www.google.com/policies/privacy/partners/). Nuance or third parties acting under the direction of Nuance and pursuant to confidentiality agreements, may solely collect and use the Usage Data for the purposes provided in this Agreement. Usage Data is never used for marketing purposes. Nuance shall only use Usage Data to tune, enhance and improve the Software and other Nuance services and products.
(c) Where Licensee uses the software to process personal data which is subject to applicable privacy laws (“Personal Data”), the terms of Nuance's privacy policies, located at http://www.nuance.com/company/company-overview/companypolicies/privacy-policies/index.htm shall apply.
18. Personal Data Processing Under EU GDPR. Effective May 25, 2018, the GDPR Processing Attachment at Attachment A will apply and form part of this Agreement, to the extent you act as a controller of personal data under GDPR and the GDPR requires a processing contract pursuant to Article 28. Attachment A does not apply if you are using the Software in a private capacity or to the extent Nuance acts as a controller of Personal Data, such as the customer contact information (name and email address, for example) you provide to us.
19. Export Restrictions The Software is subject to United States export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the Software. Copyright © 2018 Nuance Communications, Inc. All rights reserved. Nuance, the Nuance logo, Dragon and NaturallySpeaking are trademarks or registered trademarks of Nuance Communications, Inc. or its affiliates in the United States and/or other countries.