Minimum Terms

Appendix D

 

APPLICABLE SOFTWARE

 

Dragon Medical SpeechKit Developer Toolkit (“Development Software”)

Dragon Medical SpeechKit Runtime Software (“Run-Time Software”)

 

For purposes of this Appendix C, “Applicable Software” is referred to as “Software” and “Applicable Speech Recognition Services” is referred to as “Service”. Company shall include the following minimum terms in agreements with End Customers and Authorized Resellers in addition to those terms which may be set forth in the Master Distribution Agreement with relation to Authorized Reseller or End Customer agreements as applicable:

• state that the rights provided to the Software and Services are (a) non-exclusive and non-transferable, and (b) solely for the applicable End User’s internal business operations; and require the End User to be responsible for its employees’, agents’ and contractors’ (i) access and use of the Software and Services, and (ii) compliance with the license terms.
• restrict use of the Software to use solely as incorporated within Company’s Product and for the sole and limited purpose of accessing the Services.
• state that Nuance retains all right, title, interest and ownership (including, without limitation, all intellectual property rights) in and to the Software and Services.
• prohibit (a) assigning, giving, selling, licensing, transferring, or otherwise granting any rights in, or access to, the Software and/or Services, in whole or in part, to another individual or entity; (b) modifying, translating, or creating derivative works of the Software and/or Services; (c) the removal or modification of any markings or any notice of Nuance’s or its licensors’ proprietary rights; (d) the decompilation, disassembly, or reverse engineering of the Software and/or Services, or otherwise attempting to derive, reconstruct, identify or discover any source code, underlying ideas, or algorithms of the Software or Services by any means; and (e) the release to any third party the results of any benchmark testing of the Software and/or Services.
• state that the Software and Services may contain a copy of the Speex codec in executable form. Authorized User acknowledges that use of the Speex codec is subject to the conditions and disclaimers listed in revised BSD license found at http://www.xiph.org/licenses/bsd/speex/. © 2002-2003, Jean-Marc Valin/Xiph.Org Foundation.
• disclaim, to the extent permitted by applicable law, Nuance’s (and its licensors’) liability for (a) any damages, whether direct, indirect, incident, special, consequential or punitive, and (b) any loss of profits, revenue, data or data use, business interruption, cost of cover or delay, or damage to business reputation, arising from or relate to the Software and/or Services.
• state that third-party trademarks, trade names, product names and logos (the “Trademarks”) contained in or used by the Software or Service are the trademarks or registered trademarks of their respective owners, and the use of such Trademarks shall inure to the benefit of the trademark owner.
• state that as part of the Service, Company and/or its licensors collect and use Speech Data, as defined below, to tune, enhance and improve the speech recognition and other components of the Service, and other services and products. In accepting the terms and conditions of the Agreement, End Customer and its Authorized User acknowledge, consent and agree that Company and/or its licensors may collect the Speech Data as part of the Service and that such information shall only be used by Company and/or its licensors or third parties acting under the direction of Company and/or its licensor, pursuant to confidentiality agreements, to tune, enhance and improve the speech recognition and other components of the Service, and other services and products. Company and/or its licensors will not use the information elements in any Speech Data for any purpose except as set forth above. “Speech Data” means the audio files, associated transcriptions and log files provided by End Customer and/or its Authorized User hereunder or generated in connection with the Service. Any and all information from End Customers or its Authorized User provide will remain confidential and may be disclosed by Company and its licensors, if so required, to meet legal or regulatory requirements, such as under a court order or to a government institution if required or authorized by law, or in the event of a sale, merger or acquisition to another entity by Company or its licensors.

 

 

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