Terms and Conditions

This End User License Agreement, including each Order Form, Whisper to Text policies, the Product-Specific Terms, and any other documents referenced herein (collectively, the "EULA"), is a binding agreement between Whisper to Text , registered at 8 The Green, Suite A, Dover, DE, 19901 ("Whisper to Text", "Whisper", "Licensor", "our", "we", or "us") and the person or entity identified on the Order Form ("Licensee", "you", "your") and shall govern your acquisition and use of the Products.

The "Effective Date" of this EULA is the date which is the earlier of (a) your initial access to or use of the Products or (b) the effective date of the first Order referencing this EULA.

BY ACCESSING, DOWNLOADING, INSTALLING, COPYING, CLICKING ON AN "ACCEPT" BUTTON, OR OTHERWISE USING ANY PRODUCT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF AN ENTITY, SUCH AS THE COMPANY YOU WORK FOR, YOU REPRESENT TO US THAT YOU HAVE FULL AUTHORITY TO BIND THAT ENTITY TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS:

• DO NOT ACCESS, DOWNLOAD, INSTALL, COPY, CLICK ON AN "ACCEPT" BUTTON, OR USE THE PRODUCTS; AND
• PROMPTLY DESTROY ALL COPIES OF THE PRODUCTS, INCLUDING ANY DOCUMENTATION.
• THE PRODUCTS ARE OFFERED ONLY TO PERSONS WHO ARE NOT CONSUMERS UNDER ANY APPLICABLE LAW. IF YOU ARE A CONSUMER, YOU ARE NOT AUTHORIZED TO ENTER INTO THIS EULA. IF YOU RESIDE WITHIN THE EUROPEAN UNION, YOU ARE A CONSUMER IF YOU ARE A NATURAL PERSON PURPORTING TO ENTER INTO THE AGREEMENT FOR ANY PURPOSE OUTSIDE YOUR TRADE, BUSINESS, CRAFT OR PROFESSION.

We sell our Products as Whisper to Text . In addition to this EULA, you agree to be bound by any additional terms, policies, and guidelines which we make available with respect to a particular Product ("Product Specific Terms"). The Product Specific Terms are incorporated herein by reference. If the terms of this EULA conflict or are inconsistent with the Product Specific Terms, the Product Specific Terms will control with respect to that specific Product, and this EULA will govern as to all other matters.

1. Account

To access Whisper's Services, you must first register an account. You agree to provide information that is accurate, complete, and always current. We may use this information to communicate with you. You are responsible for safeguarding your account credentials and restricting access to your computer and account. Do not share your login details or permit others to access your account. Notify us immediately if you suspect unauthorized use or compromise of your account.

2. Content

A. Ownership. You retain ownership of your content; Whisper claims no ownership rights. However, to deliver our Services effectively, we require your authorization. By submitting content, you grant Whisper and any third-party providers operating on our behalf a worldwide, non-exclusive, royalty-free, sublicensable license to access, copy, modify, distribute, transmit, export, display, store, and otherwise use your content solely to provide, enhance, and protect the Services. By submitting content, you affirm that such use complies with applicable laws and does not violate third-party rights, including intellectual property, privacy, publicity, or contractual rights.

B. AI Inputs and Outputs. Whisper utilizes large language models (LLMs) and other artificial intelligence tools ("AI Features"). When you submit audio, text, links, images, videos, or other materials ("Input"), Whisper's AI Features generate responses ("Output"). Input and Output are collectively "Customer Content." To the extent permitted by applicable law, you retain all rights to your Input and own all Output; Whisper assigns to you all rights we may have in the Output. You grant Whisper a worldwide, non-exclusive, royalty-free, sublicensable license to access, reproduce, modify, distribute, transmit, export, display, store, and use Customer Content solely for providing, improving, and protecting the Services. You can control whether your content is used for training Whisper's AI models via settings provided in the Services. Please refer to our Data Usage Policy for details.

C. NO WARRANTIES ON OUTPUTS. WHISPER MAKES NO GUARANTEES ABOUT THE ACCURACY OF OUTPUTS. VERIFY OUTPUTS INDEPENDENTLY BEFORE RELYING ON THEM. OUTPUTS MAY CONTAIN ERRORS EVEN IF THEY APPEAR ACCURATE. YOU ACKNOWLEDGE THAT OUTPUTS MAY NOT BE CORRECT, COMPLETE, OR CURRENT.

D. Third-Party Outputs. AI-generated Outputs may be similar or identical to those produced for other users ("Third-Party Outputs"). You acknowledge you have no rights to Third-Party Outputs.

E. Compliance. Whisper reserves the right to review your content and conduct for compliance with these Terms. You agree Whisper is not liable for user-shared content.

3. Restrictions

A. General. You agree to use Whisper's Services lawfully and not engage in abusive behavior or activities prohibited by these Terms, including:

• Circumventing security measures;
• Reverse-engineering the Services;
• Accessing unauthorized areas;
• Testing vulnerabilities without authorization;
• Disrupting services through malware or spam;
• Unauthorized reselling;
• Sharing harmful, violent, or unlawful content;
• Promoting hatred or violence against protected groups;
• Automated or bulk account creation;
• Sending unsolicited communications;
• Spoofing or phishing;
• Violating storage limitations;
• Violating applicable laws or rights;
• Payment fraud;
• Recording or transcribing speech without consent.

B. AI Features Restrictions. You may not:

• Infringe third-party rights using AI Features;
• Develop, train, or improve AI or machine learning models using AI Features;
• Represent Outputs as approved by Whisper;
• Represent Outputs as entirely human-created;
• Use AI for significant legal decisions without human review;
• Use AI Features for unethical or harmful purposes.

C. Violations. Whisper reserves the right, at our sole discretion, to respond to violations, including removing content, suspending access, or terminating your account.

4. Our Services

Subject to payment of fees and compliance with Terms, Whisper grants you a limited, revocable, non-exclusive, non-transferable license to access and use our Services. Services may include downloadable client software ("Software"), which updates automatically. Software is licensed solely to access our Services. Open-source software components may override certain terms here if applicable.

5. Third-Party Services

Whisper's Services may use third-party APIs and services ("Third-Party Services") like OpenAI or Anthropic LLMs. These third parties do not use your data for model training and delete shared data after 30 days per our Data Usage Policy. Whisper is not responsible for Third-Party Services, their availability, or terms, and provides no warranties regarding these services.

6. Whisper's Intellectual Property

Whisper owns the Services, protected by intellectual property laws. These Terms do not grant you rights to Whisper's intellectual property. You agree not to modify or create derivative works of the Services. Whisper may freely use feedback provided by users without obligation.

7. Our Rights

Whisper reserves the following rights at all times, at its sole discretion and without any liability or obligation to notify you (unless notification is required by applicable law): (a) to modify any or all portions of the Services and their functionalities; (b) to suspend or terminate any or all parts of the Services; (c) to terminate, suspend, restrict, or disable your access to any or all portions of the Services; (d) to terminate, suspend, restrict, or disable your accounts or any or all of your content; and (e) to modify eligibility criteria for using the Services, including revoking access in jurisdictions where changes to eligibility criteria are prohibited by applicable law.

8. Paid Services

A. Payment. Paid Services auto-renew until canceled. Taxes are your responsibility. Local mandatory cancellation laws are respected.

B. Cancellation. You may cancel anytime; refunds are only as legally required.

C. Payment Processor. Whisper uses Stripe for payments, subject to Stripe's terms and privacy policy.

D. Fee Changes. Whisper may adjust fees upon renewal with reasonable notice.

E. Taxes. You are responsible for all taxes, fees, and charges associated with your use of Paid Services.

F. Refunds. Refunds may be subject to a refund fee based on the payment processor's terms.

9. Termination

You may cease using Whisper's Services at your discretion at any time. Whisper retains the right, with notice to you, to suspend or terminate your access if it reasonably determines that you have violated these Terms, if your use of the Services poses a risk of harm or loss to Whisper or other users, or if you do not maintain Paid Services and have not accessed the Services for twelve (12) consecutive months. Additionally, Whisper may discontinue Services due to exceptional situations, events beyond Whisper's control, or compliance with legal obligations, providing prior notice whenever possible. If Whisper discontinues the Services before the conclusion of a paid term, you will receive a refund proportional to the unused portion of the fees paid.

10. Warranty Disclaimers

WHISPER SERVICES AND OUTPUTS ARE PROVIDED "AS IS" WITHOUT WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR PURPOSE, OR NON-INFRINGEMENT.

11. Liability Limitations

WHISPER IS NOT LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM YOUR USE OR INABILITY TO USE THE SERVICES OR OUTPUTS.

12. Indemnification

To the maximum extent allowed by applicable law, you agree to defend, indemnify, and hold harmless Whisper, its officers, directors, employees, and agents from any and all damages, losses, liabilities, expenses, claims, demands, penalties, awards, and costs (including reasonable attorney fees) resulting from or connected to: (a) your violation of these Terms; (b) your content, including all Customer Content; and (c) your violation of applicable laws or regulations associated with your use of Whisper's Services or these Terms. This indemnification obligation does not extend to claims or damages resulting directly from Whisper's own breach of these Terms, or for EU users, to any consequences that were not reasonably foreseeable.

13. Brand Names and Trademarks

"Whisper To Text" explicitly states that it does not, under any circumstances, attempt or intend to represent itself as OpenAI or suggest any affiliation, partnership, or endorsement by OpenAI. The term "Whisper" is exclusively used to clearly indicate the specific model utilized within our services; all trademarks, rights, and intellectual property associated with the "Whisper" model are solely owned and reserved by OpenAI. Additionally, "Whisper To Text" expressly disclaims any association, affiliation, or endorsement by "Flow" (a product by Wispr) or "Whisper: Speech to Text" (a product by Revoo), and we categorically deny responsibility or liability for any services, statements, representations, or actions related to these unaffiliated products or companies.

14. Dispute Resolution

A. Informal Resolution. Before filing a claim against Whisper, you agree to attempt to resolve the dispute by first emailing us at [email protected] with a description of your claim, scan of your ID and proof of your relationship with Whisper. We will try to resolve the dispute informally by following up via email, phone or other methods. If we cannot resolve the dispute within sixty (60) days of our receipt of your first email, you or Whisper may then bring a formal proceeding.

B. Judicial Forum for Disputes. You and Whisper agree that any judicial proceeding to resolve claims relating to these Terms or the Services will be brought exclusively in the federal or state courts of Williamson County, Texas, subject to the mandatory arbitration provisions below. Both you and Whisper consent to venue and personal jurisdiction in such courts. If you reside in a country with laws that give consumers the right to bring disputes in their local courts, this paragraph does not affect those requirements.

C. IF YOU ARE A RESIDENT OF THE UNITED STATES, YOU ALSO AGREE TO THE FOLLOWING MANDATORY ARBITRATION PROVISIONS:

Mandatory Arbitration Provisions. You and Whisper agree to resolve any claims relating to or arising out of these Terms or the Services through final and binding individual arbitration by a single arbitrator, except as set forth under the "Exceptions to Agreement to Arbitrate" below. This includes disputes arising out of or relating to the interpretation or application of this Section, including its scope, enforceability, revocability, or validity. The arbitrator may award relief only individually and only to the extent necessary to redress Your individual claim(s); the arbitrator may not award relief on behalf of others or the general public.

Opt Out of Agreement to Arbitrate. You can decline this agreement to arbitrate by contacting Whisper [email protected] within 30 days of first registering your account or agreeing to these Terms.

Arbitration Procedures. The American Arbitration Association (AAA) will administer the arbitration under its Consumer Arbitration Rules. The AAA's rules and filing instructions are available at www.adr.org or by calling 1-800-778-7879. The arbitration will be held in the Williamson County, Texas.

Arbitration Fees and Incentives. The AAA rules will govern payment of all arbitration fees. The costs and fees of arbitration shall be allocated in accordance with the arbitration provider's rules, including rules regarding frivolous or improper claims.

Exceptions to Agreement to Arbitrate. Either you or Whisper may assert claims, if they qualify, in small claims court in Williamson County, Texas. Either Party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above. If the agreement to arbitrate is found not to apply to you or your claim, you agree to the exclusive jurisdiction of the state and federal courts in Williamson County, Texas to resolve your claim.

E. NO CLASS OR REPRESENTATIVE ACTIONS. YOU MAY ONLY RESOLVE DISPUTES WITH US ON AN INDIVIDUAL BASIS, AND YOU MAY NOT BRING A CLAIM AS A PLAINTIFF OR A CLASS MEMBER IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE PROHIBITED.

F. Severability. If any part of the Section 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 will be unenforceable in its entirety. If you are found to have a non-waivable right to bring a particular claim or to request a particular form of relief that the arbitrator lacks authority to redress or award according to this Section, including public injunctive relief, then only that respective claim or request for relief may be brought in court, and you and we agree that litigation of any such claim or request for relief shall be stayed pending the resolution of any individual claim(s) or request(s) for relief in arbitration.

15. Modifications

Whisper will notify users of significant term changes. Continued use signifies acceptance; otherwise, discontinue use.

16. Governing Law

These Terms are governed by Texas law, subject to mandatory local laws. All disputes are subject to arbitration only

17. Copyright

Whisper addresses copyright infringement claims per applicable laws.

18. Authorized Users

You assume full responsibility for all actions and omissions by Authorized Users (defined below). Any breach of these Terms by an Authorized User will be considered as your breach of these Terms. You must reasonably ensure that all Authorized Users understand and comply with these Terms when using Whisper's Services. An "Authorized User" is any individual employee, consultant, contractor, or agent permitted by you to access and utilize the Services under the rights granted to you, exclusively for your benefit.

19. General

These Terms represent the complete and exclusive agreement between you and Whisper concerning the subject matter herein, replacing all prior or simultaneous agreements, terms, or conditions. Whisper's delay or failure to enforce any provision does not waive its right to enforce that provision at a later time. If any part of these Terms is deemed unenforceable, the remaining provisions will continue to be fully effective, and an enforceable provision closest to our original intent will replace the invalid provision. You are prohibited from assigning your rights under these Terms; any attempted assignment will be null and void. Whisper may freely assign its rights to affiliates, subsidiaries, or successors in interest related to Whisper's business or the Services.