Speechmatics Terms of Service
Speechmatics Terms of Service
We are Speechmatics (USA) Inc a Delaware corporation located at Unit 296 Cambridge Science Park, Milton Road, Cambridge, CB4 0WD (“Speechmatics” or “We”). Speechmatics has agreed to provide You with access to the Portal and the Software during the Subscription Term on the terms and conditions set out below (“Terms and Conditions”).
By ticking the relevant box to accept these Terms and Conditions when you create a User Account, You are agreeing that these Terms and Conditions apply to Your use of and access to the Software.
1. Definitions
The definitions in this section apply in these Terms and Conditions.
Affiliates: means in relation to a company, any subsidiary or holding company of that company.
API: means the Application Programming Interface used to access the Software.
API Key: means a unique identifier sent to You when you log into your User Account enabling access to the Software.
AV Files: means the sound and/or video recordings which are submitted by You to the Software for transcription.
Confidential Information: means all and any confidential information, whether written, oral, in electronic format or otherwise in relation to a party, including (without limitation):
information relating to any marketing activities, strategies, plans, financial information, projections, operations, sales estimates, business plans and performance results relating to the past, present or future, business activities of a party or its Affiliates;
plans for products or services, and customer or supplier lists;
any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method;
any concepts, reports, data, know-how, works-in-progress, designs, developments tools specifications, computer software, source code, object code, any other runtime artefacts used by the product, flow charts, databases, invention, information and trade secrets: and
any other information that should reasonably be regarded as Confidential Information or commercially sensitive.
Credit User: means a user who has signed up to a User Account with credit card details for payment;
Customer Personal Data: means the Personal Data processed by Speechmatics on Your behalf under these Terms and Conditions.
Data Protection Legislation: means any applicable laws relating to the protection of personal data and the privacy of individuals. The terms “Data Subject”, “Processor”, “Processing” and “Personal Data” have the meaning set out in Data Protection Legislation.
Documentation: means such online user guides, specifications, documentation, and help and training materials, as provided by Speechmatics to You from time to time and/or accessible via docs.speechmatics.com or via login to the Portal.
Effective Date: means the date You tick the relevant box to accept these Terms and Conditions when you create a User Account.
Enhanced Model: is as described on the Portal.
Fees: means the amounts payable to Speechmatics for all Units consumed in accordance with these Terms and Conditions.
Free Usage: has the meaning given to it in section 5.1.
Hours: means the number of pro-rated hours of audio or video transcribed by the Software. Initial Term: has the meaning given to it in section 8.1.
Integrated Product(s): means a specific product whereby the Software has been incorporated into and/or interfaced with, by any technical means, another product.
Intellectual Property Rights: means any rights regarding the use of intellectual property, and includes, without limitation, patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in the Software and any other computer software, database rights, trade secrets, rights to preserve the confidentiality of information (including know-how and trade secrets), business and technical information and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.
Model: means either the Standard Model or the Enhanced Model, as the context requires.
Non-Credit User: means a user who has signed up to a User Account without saving credit card details for payment;
Portal: means Speechmatics’ portal for managing your User Account available at portal.speechmatics.com.
Renewal Period: has the meaning given to it in section 8.1.
SaaS: means software as a service.
Software: means the automatic speech recognition software, as available via SaaS, which converts speech from AV Files into Transcripts, including the API.
Standard Model: is as described on the Portal.
Subscription Term: means the Initial Term plus any Renewal Periods.
Transcripts: means the outputs produced by the Software after submission to the AV Files.
Unit Rate: means the applicable rate charged per Unit for either the Standard Model or the Enhanced Model (as applicable) as set out on the Portal.
Units: means the number of Hours used over and above Your Free Usage per month.
User Account: means a user account provided by Speechmatics under these Terms and Conditions to enable You to access the Portal as either a Non-Credit User or a Credit User.
You or Your: (a) where an individual accesses the Software for their employer’s use, the entity that individual is employed by; or (b) where an entity accesses the Software for use by its employees, that entity.
2. Sign up process
2.1. When you create a User Account, Speechmatics will provide You with an API Key for the Software. We will issue You with up to a maximum of 5 API Keys. Speechmatics does not store or record the API Keys issued to You.
2.2. You shall keep details of all User Account log in details and API Keys confidential and not disclose them to any person or party. You shall notify Us promptly if any User Account log in details or API Keys are disclosed to or accessed by any person or party other than You and/or if You become aware of anything that may compromise the security and/or operation of the User Accounts, the Software and/or the Portal; and
2.3. In order to access and use the Portal and the Software, you must be connected to the internet. You shall be responsible for procuring all other hardware, software and telecommunications necessary to use the Portal and the Software and you shall be responsible for paying all related charges, including the fees of internet service providers.
3. License
3.1. Subject to the restrictions set out in section 4, Speechmatics grants You and Your Affiliates, non-transferable, non-exclusive royalty free limited license to use the Software during the Subscription Term for the following uses:
3.1.1. Integration of the Software with other software and services in order to produce Integrated Products; and
3.1.2. To the extent necessary to achieve the foregoing, the right (as appropriate) to access and use the Software via the API.
3.2. The license will commence on the date of creation of Your first API Key for the Software and continue for the Subscription Term.
4. Restrictions
4.1. You may not use the Software or any information or materials provided by Speechmatics or obtained by you under these Terms and Conditions other than as permitted by these Terms and Conditions without the prior written approval of Speechmatics.
4.2. You shall:
4.2.1. Ensure that your Affiliates (if applicable) are bound by written obligations substantially reflecting the license and restrictions set out in these Terms and Conditions; and
4.2.2. Use reasonable endeavors to prevent any unauthorized access to or use of the Software and notify Speechmatics as soon as it becomes aware of any such unauthorized use.
4.3. You acknowledge that during the Subscription Term, Speechmatics does not grant to You or Your Affiliates any development, marketing or distribution rights to Speechmatics’ Confidential Information or the Software. You shall not and shall not permit or facilitate any Affiliate or third party to adapt, modify or alter the Software (in whole or in part); or disassemble, decompile, reverse engineer or convert the whole or any part of the Software for the duration of the Subscription Term. You shall not use the Software to create, train, or improve (directly or indirectly) a similar or competing product or service.
4.4. You shall not (and shall ensure that your Affiliates do not) use, license or sell the Software as standalone products outside of the Integrated Products.
5. Free Usage, charges and payment
5.1. You are entitled to the number of free Hours of use of the Software per calendar month per Model, as set out on the Portal (“Free Usage”). If You do not utilize your Free Usage in each calendar month, it will not be rolled into the following calendar month.
5.2. If You create a User Account on the Portal part way through a calendar month, Your Free Usage will not be pro-rated for the remaining part of the month and you will be entitled to the full utilization of Your Free Usage.
5.3. In the event that You exceed Your Free Usage in any calendar month:
5.3.1. If You are a Credit User, Your credit card will be automatically charged by our regulated third party payment provider for any Units over and above Your Free Usage, such Units to be charged at the Unit Rates; or
5.3.2. If You are a Non-Credit User, Your submission of the relevant AV File causing You to exceed Your Free Usage will be rejected, and you will be notified You have exceeded the limit of Your Free Usage. You will have the option of either:
5.3.2.1. Saving credit card details to your User Account in order to become a Credit User to access additional Units over and above Your Free Usage which will be charged in accordance with section 5.3.1; or
5.3.2.2. Remaining as a Non-Credit User and waiting to resubmit such AV File when Your Free Usage auto renews on the first day of the following calendar month, which will not result in any charge to You.
5.4. Consumed Units shall be charged at the Unit Rate monthly in arrears for the period and on the date set out in the Portal.
5.5. Payment of all undisputed Fees by You must be made within the payment period detailed on the Portal.
5.6. You shall inform Us in writing within fourteen (14) days of the end of the calendar month of any Fees You dispute, setting out the details. In such event, the parties will use their good faith efforts to resolve such dispute as soon as possible.
5.7. You shall not be entitled by reason of any set-off, counterclaim, abatement, or other similar deduction to withhold payment of any amount, whether disputed or undisputed, due to Speechmatics.
5.8. If You fail to make any payment due to Speechmatics under these Terms and Conditions, Speechmatics reserves the right to charge interest on the overdue amount at the rate of 1.5% of the overdue amount per month or the highest rate permitted by applicable usury law, whichever is less. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. You shall pay the interest together with the overdue amount.
5.9. All sums payable under these Terms and Conditions are excluding sales taxes in Your location, any other taxes, fees, duties, licenses or levies now or in the future imposed upon the use of the Software. Any such taxes imposed on the use of the Software shall be paid by You.
5.10. Speechmatics shall be entitled to increase the Unit Rates from time to time on notice to You.
5.11. Any invoices payable in currencies other than US Dollars shall be charged at the prevailing exchange rate against the US Dollar as applied by the daily mid-market rates provided by our third party payment provider at the time payment becomes due.
6. Confidentiality
6.1. Each party undertakes that it shall not at any time disclose to any person any Confidential Information except as permitted by section 6.2.
6.2. Each party may disclose the other party’s Confidential Information:
6.2.1. To its employees, officers, representatives, or advisors (or those employees, officers, representatives, or advisors of its Affiliates) who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with these Terms and Conditions. Each party shall ensure that its employees, officers, representatives or advisors (or those employees, officers, representatives, or advisors of its Affiliates) to whom it discloses the other party’s Confidential Information comply with this section 6 as if they were a party to these Terms and Conditions; and
6.2.2. As may be required by law, a court of competent jurisdiction or any governmental or regulatory authority provided that the party required to make such disclosure promptly notifies and consults with the other party in advance in relation to the timing and content of such disclosure.
6.3. No party shall use any other party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with these Terms and Conditions.
6.4. The provisions of this section 6 shall not apply to any Confidential Information that:
6.4.1. Is or becomes generally available to the public through no act, omission, or fault of a party;
6.4.2. Was in the other party’s possession at the time of disclosure or receipt and was not acquired, directly or indirectly, under an obligation of confidence;
6.4.3. Was, is or becomes available to a receiving party on a non-confidential basis from a person who, to the receiving party’s knowledge is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party;
6.4.4. The parties agree in writing it is not confidential or may be disclosed; or
6.4.5. Is developed by or for a party independently of the information disclosed by the disclosing party.
7. Data Protection
7.1. The parties acknowledge that the Speechmatics is a Processor acting on Your behalf and that, for the purposes of these Terms and Conditions the nature/purpose of the Processing is to enable Speechmatics to provide the license to the Software for the Subscription Term.
7.2. Speechmatics shall comply with its obligations under the Data Protection Legislation and shall, in particular:
7.2.1. Process the Personal Data only to the extent necessary for the purpose of providing the Software and in accordance with any written instructions from You and this section 7;
7.2.2. Implement and maintain appropriate technical and organizational measures in accordance with the Data Protection Legislation to ensure a level of security appropriate to the risks that are presented by such Processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data, taking into account the state of the art, the costs of implementation, the nature, scope, context and purposes of Processing and the likelihood and severity of risk in relation to the rights and freedoms of the Data Subjects;
7.2.3. Ensure that any employees or other persons authorized to Process the Personal Data are subject to appropriate obligations of confidentiality;
7.2.4. Not engage any third party (other than an Affiliate) to carry out its Processing obligations under these Terms and Conditions without notifying You and procuring by way of a written contract that such third party will, at all times during the engagement, be subject to Processing obligations equivalent to those set out in this section 7;
7.2.5. As soon as reasonably possible and without undue delay notify You, about any request (including subject access request) or complaint received from Data Subjects without responding to that request (unless authorized to do so by You) and assist You by technical and organizational measures, insofar as possible, for the fulfilment of Your obligations in respect of such requests and complaints;
7.2.6. Notify You without undue delay as soon as it becomes aware of any breach in data security;
7.2.7. Maintain appropriate records and information in compliance with Data Protection Legislation and on request by You, make available such records information necessary to demonstrate Speechmatics’ compliance with this section 7 and otherwise permit, and contribute to, audits carried out by You (or Your authorized representative); and
7.2.8. On termination or expiration of the Subscription Term, destroy or return (as You direct) all Personal Data in its power, possession or control and delete all existing copies of such data except to the extent Speechmatics is required to retain a copy the Personal Data by law.
7.3. You hereby consent to Speechmatics transferring the relevant Personal Data outside of the United States, provided that the following conditions are fulfilled:
7.3.1. You or Speechmatics have provided appropriate safeguards in relation to the transfer;
7.3.2. The Data Subject has enforceable rights and effective legal remedies;
7.3.3. Speechmatics complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
7.3.4. Speechmatics complies with reasonable instructions notified to it in advance by You with respect to the processing of the Personal Data.
8. Term and Termination
8.1. These Terms and Conditions shall begin on the Effective Date and continue for the remaining period of that calendar month (“Initial Term”) and shall automatically renew for successive periods of one calendar month (each a “Renewal Period”) unless or until terminated by either party in accordance with these Terms and Conditions.
8.2. Speechmatics reserves the right to terminate Your use of the Software and any services provided under these Terms and Conditions at any time at its discretion, on giving one calendar month’s notice to You. You may terminate your Subscription Term on giving one calendar month’s notice to Speechmatics.
8.3. Speechmatics may suspend Your use of the Software:
8.3.1. If You have not paid any undisputed Fees within 7 days of becoming due for payment pursuant to section 5; or
8.3.2. Due to any scheduled downtime of which You have been notified in advance (and at least 24 hours in advance of such scheduled downtime);
8.4. Without affecting any other right or remedy available to it, either party may terminate these Terms and Conditions with immediate effect by giving written notice to the other party if the other party becomes insolvent or suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts.
8.5. Speechmatics may terminate your Subscription Term immediately at any time if You materially breach any provision of these Terms and Conditions.
9. Consequences of Termination
9.1. Upon termination of the Subscription Term, You shall within two (2) working days destroy or delete all copies of all or any part of any of Speechmatics’ Confidential Information (which have been provided pursuant to these Terms and Conditions) together with all analyses, studies and other materials produced by You which contain, or could reveal, all or any part of the Confidential Information disclosed by Speechmatics.
9.2. Seven days after termination of the Subscription Term, Speechmatics shall delete all copies of all or any of the AV Files.
9.3. On request, the parties shall confirm in writing to each other that they have complied with section 9.
9.4. Termination of the Subscription Term shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Terms and Conditions which existed at or before the date of termination or expiry.
9.5. The following sections shall continue in force following termination of the Subscription Term: 5, 6, 7, 9, 10, 13.2 - 13.4, 14 and 15.
10. Intellectual Property Rights
10.1. Speechmatics owns the Software, Documentation, its own Confidential Information and all related documentation, including all related Intellectual Property Rights. You acknowledge that any disclosure pursuant to these Terms and Conditions shall not grant you ownership of or any other rights in any intellectual property or other rights in relation to the Software, Documentation or Speechmatics own Confidential Information, including all related Intellectual Property Rights, other than its right to use under section 3.1.
10.2. Ownership of all complete or partial copies of the Software, Documentation and related documentation shall at all times remain with Speechmatics.
10.3. To the extent that any Transcripts are produced by the Software, Speechmatics assigns to You all present and future Intellectual Property Rights in such Transcripts and You grant Speechmatics a non-exclusive, worldwide, perpetual, irrevocable license to use the Transcripts solely for the purpose of machine learning and improving the Software.
10.4. If a third party notifies You of any claim that the use of the Software infringes any right of a third party, You agree to immediately notify Speechmatics. If any such claim is made to You or Speechmatics, You shall, at Speechmatics' request, immediately cease use of the Software.
10.5. You acknowledge that: (a) Speechmatics will use the AV Files submitted by You to the extent necessary for the Software to produce Transcripts; and (b) You are responsible for maintaining copies of Your AV Files (including the Customer Personal Data) for backup purposes. You hereby grant Speechmatics a non-exclusive license to use the AV Files submitted by You to the extent necessary to produce Transcripts.
11. Warranty: General
11.1. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THESE TERMS AND CONDITIONS, SPEECHMATICS MAKES NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. SPEECHMATICS EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. SPEECHMATICS DOES NOT WARRANT AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE SOFTWARE. SPEECHMATICS DOES NOT WARRANT THAT THE SOFTWARE IS ERROR-FREE OR THAT OPERATION OF THE SOFTWARE WILL BE SECURE OR UNINTERRUPTED. SPEECHMATICS DOES NOT WARRANT THAT ANY INFORMATION PROVIDED THROUGH THE SOFTWARE IS ACCURATE OR COMPLETE OR THAT ANY INFORMATION PROVIDED THROUGH THE SOFTWARE WILL ALWAYS BE AVAILABLE. SPEECHMATICS EXERCISES NO CONTROL OVER AND EXPRESSLY DISCLAIMS ANY LIABILITY ARISING OUT OF OR BASED UPON THE RESULTS OF YOUR USE OF THE SOFTWARE, THE DOCUMENTATION, OR ANY SPEECHMATICS’ CONFIDENTIAL INFORMATION.
11.2. Speechmatics will undertake good industry practice to ensure that it does not introduce any viruses into the Software, however, Speechmatics cannot guarantee that the Software will be free from viruses.
11.3. You warrant that You have all rights necessary to submit the AV Files to the Software for transcription and will use reasonable endeavors to ensure that the AV Files submitted do not, and will not, infringe or violate the rights (including Intellectual Property Rights) of any person nor that they will contain any offensive or defamatory content.
12. Warranty: Non-Credit User
12.1. IF YOU ARE A NON-CREDIT USER, TO THE EXTENT PERMITTED BY LAW, THE SOFTWARE IS PROVIDED “AS IS” AND SPEECHMATICS DOES NOT PROVIDE ANY REPRESENTATIONS, CONDITIONS, WARRANTIES OR OTHER TERMS OF ANY KIND IN RESPECT OF THE SOFTWARE OR ITS CONFIDENTIAL INFORMATION. ALL EXPRESS AND IMPLIED STATUTORY WARRANTIES AND CONDITIONS ARE EXCLUDED TO THE FULLEST EXTENT POSSIBLE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT.
13. Warranty and Indemnity: Credit User
13.1. Speechmatics warrants to You that the Software will conform in all material respects with the Documentation during the Subscription Term. If You notify Speechmatics during the Subscription Term of a defect causing a breach of the foregoing and such defect does not result from You using the Software: (a) otherwise than in accordance with these Terms and Conditions or for a purpose or in a context other than the purpose or context for which it was designed; or (b) in combination with any other software not provided by Speechmatics, Speechmatics may, at its option choose to:
13.1.1. Replace or modify the affected part of the Software to make it conform; or
13.1.2. Where mutually agreeable, terminate the access to the Software and refund the Fees paid by You for the Software, less a reasonable sum in respect of the Your use up to the date of termination; provided you provide all the information that may be necessary to assist Speechmatics in resolving the defect, including a documented example of any defect, or sufficient information to enable Speechmatics to re-create the defect.
13.2. Speechmatics will not knowingly infringe the Intellectual Property Rights of any third party, but should the Software become, or in Speechmatics’ opinion be likely to become, the subject of a claim of infringement by a third party of their Intellectual Property Rights (an “Infringement Claim”), Speechmatics will defend such Infringement Claim and indemnify Credit Users only up to a maximum aggregate amount of two million US dollars ($2m) against a final award of damages or settlement amount resulting from any such action.
13.3. Where applicable, the provisions of section 13.2 are subject to and conditioned upon (i) You promptly notifying Speechmatics in writing of any Infringement Claim as soon as You become aware of any such claim, (ii) You granting Speechmatics the sole control of the defense of any such Infringement Claim and all related settlement negotiations, and (iii) You cooperating with Speechmatics in such defense and settlement to the extent necessary for Speechmatics to perform its obligations hereunder.
13.4. The provisions of section 13.2 do not apply with respect to software or portions or components thereof which are: (i) not supplied by Speechmatics; (ii) used in a manner not expressly licensed by Speechmatics under these Terms and Conditions; (iii) derived from open source software; or (iv) where You continue using the Software after being notified of a claim or likely claim.
13.5. This section 13 states the entire liability of Speechmatics for: (a) a breach of section 13.1; and (b) any Infringement Claim.
14. Limitation of liability
14.1. NEITHER PARTY LIMITS OR EXCLUDES ITS LIABILITY WHERE IT IS NOT PERMITTED TO DO SO BY APPLICABLE LAW.
14.2. LIABILITY FOR THE FOLLOWING TYPES OF LOSS LISTED ARE WHOLLY EXCLUDED BY THE PARTIES: LOSS OF PROFITS; LOSS OF SALES OR BUSINESS; LOSS OF AGREEMENTS OR CONTRACTS; LOSS OF ANTICIPATED SAVINGS; LOSS OR CORRUPTION OF DATA; LOSS OF OR DAMAGE TO GOODWILL; AND INDIRECT OR CONSEQUENTIAL LOSS. 14.3. EXCEPT FOR THE INDEMNITIES IN SECTION 13.2 AND 14.4, AND SUBJECT TO SECTIONS 14.1 AND 14.2, THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY TO THE OTHER IN ANY CALENDAR YEAR WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE ARISING UNDER OR IN CONNECTION WITH THESE TERMS AND CONDITIONS WILL NOT EXCEED 100% OF THE FEES PAID UNDER THESE TERMS AND CONDITIONS IN SUCH CALENDAR YEAR, OR $100.00, WHICHEVER IS GREATER.
14.4. YOU SHALL INDEMNIFY SPEECHMATICS AGAINST ALL COSTS, DAMAGES, LOSSES AND EXPENSES THAT SPEECHMATICS INCURS OR SUFFERS AS A RESULT OF A CLAIM THAT THE CONTENT OF ANY OF THE AV FILES INFRINGES OR VIOLATES THE RIGHTS (INCLUDING, WITHOUT LIMITATION, INTELLECTUAL PROPERTY RIGHTS) OF A THIRD PARTY.
15. General
15.1. In performing its obligations under these Terms and Conditions, each party shall comply with all applicable laws, statutes, regulations and codes from time to time in force.
15.2. Neither party shall export, directly or indirectly, any technical data acquired from the other party under these Terms and Conditions (or any products, including software, incorporating any such data) in breach of any applicable laws or regulations (“Export Control Laws”), including United States and United Kingdom export laws and regulations, to any country for which the government or any agency thereof at the time of export requires an export license or other governmental approval without first obtaining such license or approval.
15.3. You may not assign or sub-contract any rights under these Terms and Conditions without the prior written consent of Speechmatics. Speechmatics may sub-contract any of its obligations under these Terms and Conditions, including to any of its Affiliates. Speechmatics may novate or assign or transfer its rights pursuant to these Terms and Conditions in whole or in part to (i) an Affiliate or (ii) any entity or person to whom Speechmatics transfers the whole or part of Speechmatics’ business (and in the latter case, the part of Speechmatics’ business to which these Terms and Conditions relate).
15.4. We reserve the right to revise the terms of these Terms and Conditions by updating them on our website. If you do not agree with any such revision you may terminate your Subscription Term within 5 days of the relevant revision without liability to us (save that You shall be required to pay for any Units consumed prior such termination). Your continued use of the Software shall be deemed to constitute acceptance of any revised terms.
15.5. The failure of either party to enforce or to exercise at any time or for any period of time any term of or any right pursuant to these Terms and Conditions does not constitute, and shall not be construed as, a waiver of such term or right and shall in no way affect that party's right later to enforce or to exercise it.
15.6. If any term of these Terms and Conditions is found to be illegal, invalid or unenforceable under any applicable law, such term shall, insofar as it is severable from the remaining terms, be deemed omitted from these Terms and Conditions and shall in no way affect the legality, validity or enforceability of the remaining terms.
15.7. Nothing in these Terms and Conditions is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute any party the agent of another party, or authorize any party to make or enter into any commitments for or on behalf of any other party.
15.8. A person who is not a party to these Terms and Conditions shall not have any rights to enforce any term of these Terms and Conditions.
15.9. These Terms and Conditions contain all the terms agreed between the parties regarding its subject matter and supersede any prior agreement, understanding or arrangement between the parties, whether oral or in writing, which relates to that subject matter. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the parties prior to these Terms and Conditions except as expressly stated in these Terms and Conditions. Neither party shall have any remedy in respect of any untrue statement made by the other upon which that party relied in entering into these Terms and Conditions (unless such untrue statement was made fraudulently) and that party's only remedies shall be for breach of contract as provided in these Terms and Conditions.
15.10. Any notice given to a party under or in connection with these Terms and Conditions shall be in writing and shall be sent by email to contracts@speechmatics.com (for Speechmatics) and to the email address You used to sign up to your User Account. Any notice shall be deemed to have been received, if sent by email, at 9.00 am on the next business day after transmission. This does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
15.11. These Terms and Conditions and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the state of New York, without reference to its choice of law rules, and the parties agree to the exclusive jurisdiction of the courts of New York.