End User License Agreement (EULA) for SpeechCatcher

1. License Grant

Subject to your compliance with this Agreement and payment of applicable subscription fees, SpeechCatcher grants you a revocable, non-exclusive, non-transferable, limited license to download, install, and use the Software on iPad devices owned or controlled by you strictly in accordance with the terms of this Agreement.

2. Medical and Clinical Disclaimer

2.1 Not a Replacement for Professional Judgment: SpeechCatcher is designed to assist speech-language pathologists (SLPs), clinicians, educators, students, and researchers with speech recording, error marking, and automated analysis. The Software is a tool to support, not replace, professional clinical judgment.

2.2 No Medical Advice: The Software does not provide medical or diagnostic advice. All clinical decisions, diagnoses, and treatment plans based on data derived from the Software remain your sole responsibility.

3. User Accounts and Subscriptions

3.1 Account Creation: To access the Software, you must register for an account. You agree to provide accurate, current, and complete information and keep your login credentials secure.

3.2 Subscription Fees: Access to the Software may require a paid subscription. Subscriptions are billed by Apple Media Services through your Apple ID account at confirmation of purchase, in accordance with the Apple Media Services Terms and Conditions. All fees are non-refundable except as required by law or by Apple's refund policy; refund requests for App Store subscriptions must be submitted to Apple at reportaproblem.apple.com. Pricing, billing cycles, auto-renewal, and cancellation are governed by Section 4 of the Terms of Service. We reserve the right to modify pricing upon reasonable notice in accordance with Apple's rules for subscription price changes.

4. Data Privacy and Security

4.1 Patient Data: The Software allows you to record, input, and analyze sensitive client/patient information, including audio recordings and test data ("Patient Data"). The Software uses industry-standard encryption (e.g., RSA with OAEP-sha256 padding + AES-256-GCM).

4.2 User Responsibility for Consent: You represent and warrant that you have obtained all necessary and legally required consents, authorizations, and permissions from your clients/patients (or their legal guardians) to record, store, and process their data within the Software.

4.3 Compliance with Laws: You are solely responsible for ensuring your use of the Software complies with applicable local, state, provincial, and federal privacy and health data laws (such as PIPEDA in Canada, HIPAA in the United States, or GDPR in the EU).

4.4 Privacy Policy: Your use of the Software is also governed by our Privacy Policy, available at https://speechcatcher.ca/privacy-policy .

5. Restrictions on Use

You agree not to, and you will not permit others to:

• License, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose, or otherwise commercially exploit the Software.
• Modify, make derivative works of, disassemble, decrypt, reverse compile, or reverse engineer any part of the Software (including the algorithms and functions used for speech analysis).
• Remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) of SpeechCatcher or its affiliates.
• Use the Software for any illegal purpose or in violation of any local, state, national, or international law.

6. Service Misuse and Acceptable Use

In addition to the Restrictions on Use in Section 5, you agree not to engage in any activity that constitutes a misuse of the Software or the Company's infrastructure. Prohibited misuse includes, but is not limited to:

• System Abuse: Engaging in activities that intentionally disrupt, overwhelm, or degrade the performance of the Software or its underlying infrastructure, including denial-of-service attacks, unauthorized scraping, data mining, or transmitting viruses, malware, or other malicious code.
• Account Abuse: Sharing account login credentials with unauthorized individuals or attempting to bypass the subscription model by allowing multiple professionals to use a single-user license.
• Harmful or Offensive Content: Using the Software to record, upload, create, or share content that is defamatory, harassing, abusive, threatening, discriminatory, or otherwise violates the rights of Clients/Patients, third parties, or the Company.
• Clinical Deception: Using the Software to falsify client/patient records, generate fraudulent clinical or research data, impersonate another healthcare professional, or engage in any deceptive medical practices.
• Unauthorized Access: Attempting to probe, scan, or test the vulnerability of the Software's system or network, or breaching any security or authentication measures without proper authorization.

7. Intellectual Property

The Software, including all copyrights, patents, trademarks, trade secrets, algorithms, clinical reporting formats, and other intellectual property rights, are and shall remain the sole and exclusive property of Speech Metrics. This Agreement does not grant you any rights to trademarks or service marks of the Company.

8. Updates and Maintenance

We may from time to time provide enhancements or improvements to the features and functionality of the Software, which may include patches, bug fixes, updates, upgrades, or inclusion of Artificial Intelligence (AI) features. All updates are subject to the terms of this Agreement. We reserve the right to modify, suspend, or discontinue the Software with or without notice.

9. Term and Termination

This Agreement shall remain in effect until terminated by you or Speech Metrics. We may, in our sole discretion, at any time and for any or no reason, suspend or terminate this Agreement with or without prior notice. This Agreement will terminate immediately without prior notice from Speech Metrics if you fail to comply with any provision of this Agreement. Upon termination, you must cease all use of the Software and delete all copies.

10. Disclaimer of Warranties

THE SOFTWARE IS PROVIDED TO YOU "AS IS" AND "AS AVAILABLE" WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. To the maximum extent permitted under applicable law, SpeechCatcher expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Software will be error-free, uninterrupted, or perfectly accurate in its automated analyses.

11. Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall SpeechCatcher or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data, business interruption, or medical malpractice claims arising from reliance on the Software). In no event shall SpeechCatcher's total liability to you for all damages exceed the amount actually paid by you for the Software during the twelve (12) months preceding the claim.

12. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the Province of Newfoundland and Labrador and the federal laws of Canada applicable therein, without regard to its conflict of law principles. You agree to submit to the exclusive jurisdiction of the courts located in St. John's, Newfoundland and Labrador.

13. Severability

If any provision of this Agreement is held to be unenforceable or invalid, such 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. Apple-Specific Terms

The following terms apply to your use of the Software when obtained from the Apple App Store. In the event of any conflict between these terms and the other terms of this Agreement, these Apple-Specific Terms shall govern with respect to the matters they address.

14.1 Acknowledgement: You and Speech Metrics acknowledge that this Agreement is concluded between you and Speech Metrics only, and not with Apple Inc. ("Apple"). Speech Metrics, not Apple, is solely responsible for the Software and its content.

14.2 Scope of Licence: The licence granted to you in Section 1 is limited to a non-transferable licence to use the Software on any Apple-branded products that you own or control, and as permitted by the Usage Rules set forth in the Apple Media Services Terms and Conditions.

14.3 Maintenance and Support: Speech Metrics is solely responsible for providing any maintenance and support services with respect to the Software, as specified in this Agreement or as required under applicable law. Apple has no obligation whatsoever to furnish any maintenance or support services with respect to the Software.

14.4 Warranty: Speech Metrics is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Software to you (if any); to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Software. As between Speech Metrics and Apple, any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Speech Metrics.

14.5 Product Claims: Speech Metrics, not Apple, is responsible for addressing any claims by you or any third party relating to the Software or your possession and use of the Software, including but not limited to: (i) product liability claims; (ii) any claim that the Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation, including in connection with the Software's use of any HealthKit, HomeKit, or similar frameworks (if applicable).

14.6 Intellectual Property Rights: You and Speech Metrics acknowledge that, in the event of any third-party claim that the Software or your possession and use of the Software infringes that third party's intellectual property rights, Speech Metrics, not Apple, will be solely responsible for the investigation, defence, settlement, and discharge of any such intellectual property infringement claim.

14.7 Legal Compliance: You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

14.8 Developer Contact: Speech Metrics may be contacted with respect to the Software at support@speechcatcher.ca.

14.9 Third-Party Terms of Agreement: You must comply with applicable third-party terms of agreement when using the Software.

14.10 Third-Party Beneficiary: You and Speech Metrics acknowledge and agree that Apple, and Apple's subsidiaries, are third-party beneficiaries of this Agreement, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary thereof.

15. Contact Information

If you have any questions about this Agreement, please contact us at: support@speechcatcher.ca