End-User License Agreement

FLOW BY SPEECHMATICSEND USER LICENCE AGREEMENT 1. How to read this End User Licence Agreement (hereinafter referred to as “EULA”)

1.1. References made to the “App Store” means the app store from which you have downloaded and access Flow, which is either:

1.1.1. the Apple App Store; or

1.1.2. the Google Play App Store

1.2. References made to “you”, “your” and “yours” in this EULA mean, you, the individual who is downloading the Flow app (hereinafter referred to as “Flow”) on a personally owned or controlled:

(a) Apple device, where the App Store is Apple; or

(b) Android device, where the App Store is Google Play.

(which of (a) or (b) apply hereinafter referred to as “your Device”)

1.3. References to “us” “we” and “our” in this EULA mean the company trading as Speechmatics who are the developers/providers of Flow. Our full company details are set out in clause 2.

1.4. Any other term, where it is capitalised in this EULA, has the meaning assigned to it the first time such term is used in this EULA.

2. Who is Speechmatics?

2.1. We trade as Speechmatics but our full company name is Cantab Research Limited. We are a company incorporated in England and Wales (Company Number: 05697423). Our registered address at 296 Cambridge Science Park, Milton Road, Cambridge, CB4 0WD, United Kingdom.

3. What is this EULA and what does it cover?

3.1. This EULA sets out important terms and conditions which govern your use of Flow, including certain eligibility requirements that apply to you and restrictions on what you can do with Flow. It also contains terms which set out the scope of our responsibility and any liability we may have to you if something goes wrong.

3.2. By accepting the terms and conditions of this EULA, you are entering into a legally binding contract with us. Such contract (hereinafter referred to as the “Contract”) comprises of:

3.2.1. this EULA, save to the extent we update this EULA in accordance with clause 3.3; and

3.2.2. the data privacy statement for Flow which is at [insert link] (hereinafter referred to as the “Flow Privacy Statement”).

3.3. The terms of this EULA apply to any content, materials, or services (including those provided by the LLMs as described at clause 5.1) that are accessible through Flow as well as to any bug fixes, improvements or updates (hereinafter referred to as “Upgrades”) we may offer to you from time to time. However this will not apply if an Upgrade is accompanied by an updated version of the EULA. In such cases the updated version of the EULA will apply to Flow following installation by you of the applicable Upgrade. At which point, the Contract will be deemed to have been updated accordingly.

4. When and how is the Contract between you and us formed?

4.1. When, after downloading Flow from the App Store onto your device, you proceed to:

4.1.1. register for an account with us by providing your email address and creating a password;

4.1.2. log on to Flow for the first time using your App Store credentials; or

4.1.3. log on to Flow for the first time using an account that you have already created with us,

you are confirming to us that you have read, understood and accepted the terms and conditions of this EULA along with the Flow Privacy Statement. It is at this stage that the Contract between you and us is formed and comes into effect. Therefore, if you don’t agree to any of the terms and conditions of the Contract, or you have any questions, it is very important that you contact us before proceeding to perform the actions described in clause 4.1.

5. What is Flow and how do we make it available?

5.1. Flow is our AI agent which enables conversations between you and the agent to flow in a natural human-like manner. When you use Flow, the audio from your microphone is sent to our servers where the AV file is transcribed into text using our proprietary AI speech recognition technology. The text transcript is then processed by one or more large language model systems (hereinafter referred to as the “LLMs”) which are owned and operated by one or more third parties. These LLMs use AI technology in order to generate responses which are then relayed to you using text-to-speech technology.

5.2. Flow is made available to you on a licence basis. This means that, except for the licence granted to you under this EULA, you will not acquire any rights in and to Flow or any of its components. All ownership and other rights reside and shall remain with us and our licensors, (including the third party owners of rights in and to the LLMs that we use).

5.3. Flow is a product which we are currently developing. It is being made available to you so that we can demonstrate the capabilities of our proprietary speech recognition technology, including when it is interfaced with LLMs. Your use of Flow must, at all times, comply with the terms of the licence granted to you, including all useage rules and any restrictions set out in clauses 8 and 9.

6. Who is eligible for the licence to use Flow?

6.1. While Flow is being made available on a worldwide basis, the following individuals are not eligible for the licence we grant under this EULA:

6.1.1. Individuals located in a country that:

6.1.1.1. is subject to a UK, EU or U.S. Government embargo or sanctions; or

6.1.1.2. has been designated by the UK, EU or U.S. Government as a “terrorist supporting” country;

6.1.2. Individuals listed on any UK, EU or U.S. Government list of prohibited or restricted parties; and

6.1.3. children below the age of 13 or below such age as is designated the minimum age applicable to Flow by the App Store, whichever age is the higher.

6.2. By proceeding to enter into the Contract with us you are confirming to us that you are not an individual that is ineligible under clause 6.1.

7. Who grants you the licence to use Flow?

7.1. The license to use Flow is granted to you by us pursuant to this EULA and not by the party who grants you the licence to use the app store (“App Store Provider”). The Contract you enter into with us is in addition to and separate from any agreement you have already entered into with, or may enter into with the App Store Provider in relation to its services, including, in the case of Apple, Apple Media Services Terms and Conditions.

7.2. With reference to clause 7.1, you understand and agree that:

7.2.1. The App Store Provider has no responsibility to provide any maintenance and support services with regards to Flow and shall have no liability to you in respect of the same. This EULA sets out the full extent of any responsibility and liability we may have in terms of support and maintenance;

7.2.2. all responsibility for warranties (if any) given in respect of Flow lies with us. The App Store Provider makes no warranty with regards to Flow and shall have no responsibility or liability to you in respect of Flow; and

7.2.3. any complaints or claims you may have in relation in relation to Flow are as between you and us and the App Store Provider has no responsibility or obligation in respect of such complaints or claims.

7.3. Where the App Store Provider is Apple, while Apple is not a party to the Contract, you agree that Apple may enforce the terms of the licence against you as a third party under the Contracts (Rights of Third Parties) Act 1999.

8. What are the terms of the licence granted to you?

8.1. We grant you a personal non-transferable licence to use Flow on your Device* for experimental and entertainment purposes only and at all times subject to the following terms and restrictions which apply to your use of Flow along with those at clause 9. (* where the App Store is Apple, use of Flow on your Device shall also be subject to Apple's Usage Rules set out within the Apple Media Service Terms and Conditions).

8.1.1. only one session on one device - you may not login to concurrent sessions of Flow on different devices and you may not distribute or make Flow available over a network where it could be used by multiple devices at the same time;

8.1.2. each session of Flow will be limited to a maximum number of minutes (as determined by us from time to time and notified to you) after which your session will automatically be timed out;

8.1.3. you may not sell, export, transfer, redistribute or sublicense Flow (or any part of Flow);

8.1.4. you may not commercially exploit Flow (or any part of Flow) or any outputs provided through use of Flow;

8.1.5. you may not copy, reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of Flow (or any part of Flow) or any Upgrades. However this will not restrict you from undertaking any action permitted by applicable law or the licensing terms governing use of any open-sourced software components included with Flow;

8.1.6. if you sell your Device upon which Flow is installed to a third party, you must remove/uninstall Flow from your Device before doing so;

8.1.7. You may NOT:

8.1.7.1. make, or authorise any other individual to make, any decisions whatsoever based on any outputs provided through your use of Flow (including but not limited to decisions that may have a consequential impact on any individual’s legal positions, financial positions, life opportunities, employment opportunities, or human rights, or may result in physical or psychological harm to an individual); or

8.1.7.2. otherwise rely on any outputs provided through your use of Flow;

8.1.8. You may NOT use or permit others to use Flow in order to:

8.1.8.1. transmit, create or interact with content which is unlawful, inauthentic, harmful, hateful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another's privacy, discriminatory or otherwise objectionable, or which in our sole judgment, is objectionable or which restricts or inhibits any other person from using or enjoying Flow, or which may expose us or the third party providers of the LLMs to any harm or liability of any type;

8.1.8.2. interact with individuals under the age of consent in any way that could result in exploitation or manipulation or is otherwise prohibited by law or regulation;

8.1.8.3. harass, abuse, stalk, track, threaten or defame any person or entity;

8.1.8.4. deceive or intentionally misinform, or distort the behaviour of an individual in a manner that causes harm;

8.1.8.5. generate content which constitutes unsolicited or unauthorised advertising promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; or

8.1.8.6. engage in any activity that disrupts, damages or accesses in an unauthorised manner the servers, networks or other properties or services of us or of any third party.

8.1.9. In addition to the restrictions set out above you will comply with any and all codes of conduct, responsible AI policies and other requirements applicable to use of the LLMs of which we may notify you from time to time.

9. Are there any restrictions on what I can say to the agent when using Flow?

9.1. You may NOT include any of the following in your conversations with the Flow AI agent:

9.1.1. any information relating to an identified or identifiable natural person (“Personal Data”). Personal Data includes any data/information which can identify the individual or which can be used together with other information in order to identify the individual. It also includes information relating to an individual that is deemed ‘Special Category Data’ under English law and which is subject to enhanced protection. This means, in no circumstances should you include in your conversations any information about an individual’s:

9.1.1.1. political opinions;

9.1.1.2. race

9.1.1.3. ethnic origin

9.1.1.4. religious or philosophical beliefs;

9.1.1.5. trade union membership;

9.1.1.6. genetics;

9.1.1.7. biometrics;

9.1.1.8. health;

9.1.1.9. sex life; or

9.1.1.10. sexual orientation.

9.1.2. any other information of a confidential or private nature, including any commercially sensitive information;

9.1.3. without limiting the general restriction at clause 8.1.8.1, anything that describes, features, praises, supports, promotes, glorifies, encourages or instructs individuals to engage in the following activities or that would, or may be likely to, generate content/responses that feature, praise, support, promote, glorify, encourage or instruct individuals to engage in the following activities:

9.1.3.1. child sexual exploitation and abuse;

9.1.3.2. grooming of children;

9.1.3.3. non-consensual intimate content;

9.1.3.4. sexual solicitation;

9.1.3.5. human trafficking;

9.1.3.6. suicide and self-injury;

9.1.3.7. graphic violence;

9.1.3.8. terrorism and violent extremism;

9.1.3.9. violence toward others through violent threats or incitement;

9.1.3.10. hate speech and discrimination;

9.1.3.11. bullying and harassment (i.e. targeting individual(s) or group(s) with threats, intimidation, insults, degrading or demeaning language or images, promotion of physical harm, or other abusive behaviour such as stalking); and

9.1.3.12. deception, disinformation, and inauthentic activity, including activity which is intentionally deceptive and likely to adversely affect the public interest and inauthentic interactions, such as fake accounts, automated inauthentic activity, impersonation to gain unauthorized information or privileges, and claims to be from any person, company, government body, or entity without explicit permission to make that representation;

9.1.4. anything that supports unlawful active attacks or malware campaigns that cause technical harms, such as delivering malicious executables, organizing denial of service attacks, or managing command and control servers; or

9.1.5. anything that violates, encourages the violation of, or offers guidance on violating any applicable local, state, national, or international law, or any regulations having the force of law;

10. Does Flow come with any warranties?

10.1. Subject to clause 10.1, we warrant that we will use reasonable care and skill with respect to the provision of Flow.

10.2. We do not make any promises or give any warranties about the elements of Flow that are controlled by third parties (including the LLMs). For example, we make no warranty as to the performance of the LLMs, such as the time in which an LLM will provide a response to a transcript produced by our software or that the response provided by the LLM will be accurate or error-free.

10.3. Flow is provided to you free of charge for experimental and entertainment purposes only. Save for the warranty provided at clause 10.1 and without affecting any right you may have under law, Flow is provided to you ‘AS IS’ AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. Without affecting the generality of the foregoing, we make no warranty that your use of Flow will be uninterrupted or error-free or that Flow (and the software comprising Flow) will be free from corruption, attack, viruses, interference, hacking, or other security intrusion.

11. How and when to contact us:

11.1. You can contact us by:

11.1.1. accessing our contact page on our main website (https://www.speechmatics.com/company/contact) which can be accessed through Flow’s menu. Please note that any of your Personal Data collected through our website will be subject to our website privacy policy (https://www.speechmatics.com/legal/privacy-policy), so you should make sure you read this in addition to the Flow Privacy Statement; or

11.1.2. telephoning our customer service team at

+44 (0)1223 948 977

11.2. You must contact our customer service team by telephone as soon as possible:

11.2.1. if you think there is something wrong with Flow, including if you think it has been misdescribed; or

11.2.2. if you become aware, or have reason to suspect, that Flow is being used in a manner that:

11.2.2.1. is in breach of the terms of this EULA;

11.2.2.2. is abusive or illegal; or

11.2.2.3. infringes on your rights or the rights of other people.

11.3. You may also contact our customer service team if you have any suggestions as to how we could improve Flow.

11.4. Where you provide any suggestions for improvements to Flow, you hereby assign all ownership rights, including any intellectual property rights (for example copyright) in and to such suggestions for improvements to us. You also confirm that any suggestions for improvement you provide to us are original and that, should we decide to implement such suggestions, (which we may do so out our sole discretion) we shall not, to the best of your knowledge, be infringing any rights, including intellectual property rights, of any third party.

12. How we may contact you?

12.1. Where you have provided contact details on our ‘Contact Us’ or similar form, unless you have instructed otherwise, we will send any response to you by email. If you have contacted us by a different method, we will use the same contact information you have used to contact us to respond to you unless you have requested that we contact you by another method, in which case we will use the method you have requested.

12.2. Only if you have opted- in to receiving marketing from us, we may contact you by any of the methods you have selected as methods which we are permitted to use for such marketing purposes.

13. Termination.

13.1. The Contract shall continue in full force and effect unless or until it is terminated by:

13.1.1. you, which you can do at any time by uninstalling Flow from your Device, in which case the Contract shall automatically terminate; or

13.1.2. us, which we can do at any time and for any reason, including but not limited to where we withdraw Flow from the App Store, in the event our contract with an LLM provider is terminated and/or in the event we become aware that you have breached any of the terms of the Contract. While we may give you notice of termination, you understand that we are under no obligations to provide a notice period and may exercise our rights to terminate with immediate effect in which case your access to your Flow user account will be terminated.

13.2. Termination of the Contract by either you or us:

13.2.1. will automatically terminate the licence granted to you under the EULA and;

13.2.2. will not affect any of your rights or our rights which have accrued prior to the termination of the Contract.

14. Upgrades and support

14.1. We may, from time to time, issue Upgrades which you may download but we are not under any obligation to provide technical support or maintenance services in respect of Flow.

14.2. If you choose not to download an Upgrade, we will not be liable for any loss or damage you suffer as a result of not downloading such Upgrade. For example, if we issue a security Upgrade, and you do not download it, we will not be liable to you for any loss of damage (including any damage to your device) that you would not have incurred if you had downloaded the security Upgrade.

15. What data can we collect and how can we use it?

15.1. Non Personal Data: You understand and agree that we may collect and use technical data and related information (including, for example, technical information about your device, system and application software, and peripherals) and that we can use such data in order to facilitate the provision of software updates, product support, and other services to you (if any) related to Flow;

15.2. Personal Data.

15.2.1. The Flow Privacy Statement available at https://www.speechmatics.com/flow/app-privacy-policy, which forms part of the Contract, sets out the details of what Personal Data we collect in relation to your use of Flow, what we do with such Personal Data (including the lawful basis we rely on in order to process your Personal Data), along with your rights as a data subject and how to exercise those rights.

15.2.2. While we are the developers of Flow, Flow comprises of or interfaces with software which is owned and operated by a third party (including cloud providers). This means that some of your Personal Data may be shared with these third parties. Full details of how your Personal Data is shared with other parties can be found amongst the details of the processing set out in the Flow Privacy Statement.

16. What are you responsible for?

16.1. You are fully responsible and liable for ensuring that your use of Flow complies with the terms of this EULA, including the terms of the licence and all restrictions therein.

16.2. Any use of Flow in breach of the terms of the licence (including but not limited to the inclusion in your conversations with the Flow AI agent of any information that is prohibited under clause 9 or reliance on any outputs provided through your use of Flow in breach of clause 8.1.7) is entirely at your own risk and you will be liable for any and all loss and damage we may suffer as a result, including any loss and damage we may suffer where a third party makes a claim against us.

17. What are we responsible for?

17.1. We are only responsible and liable for loss or damage you suffer that is caused by us breaching our obligations under this Contract and where such loss or damage is foreseeable. We will NOT be responsible for loss or damage that was unexpected: meaning it was not obvious that the loss of damage would happen and there is no reason why we should have expected it to happen (so, in the law, the loss was “unforeseeable”);

17.2. We are NOT responsible for and shall have NO liability for any loss or damage suffered by you whatsoever that is:

17.2.1. Caused as a result of you breaching your obligations under the Contract;

17.2.2. Caused by an event outside our control: For example, if Flow is unavailable or otherwise unable to provide a response due to an error affecting the world wide web or failure of an LLM which we have not caused or could not have avoided;

17.2.3. Avoidable: meaning you could have avoided the loss or damage by taking reasonable action. For example, if you choose not to download a security Upgrade, we will not be responsible or liable for any damage to your Device or computer network you suffer as a result of not downloading such Upgrade.

17.2.4. A business loss: meaning any loss of profit, loss of business, business interruption, loss of business opportunity and/or loss or corruption of data arising as a result of use of Flow.

17.3. We do not exclude or limit in any way our liability to you where it would be unlawful to do so. For example, we do not exclude or limit our liability for:

17.3.1. death or personal injury where it is caused by our negligence or the negligence of our employees, agents or subcontractors; or

17.3.2. fraud or fraudulent misrepresentation.

18. What should you do if you think we have done something wrong?

18.1. Please address any complaints you may have in relation to Flow (including concerning this EULA) to us by contacting our customer service team and we will do our best to resolve any problems as quickly as possible.

18.2. If you are not happy with how we have handled any complaint after referring it to us pursuant to clause 18.1 and would rather not go to court, we can provide you with details of an alternative dispute resolution process.

18.3. This EULA/the Contract is governed by English Law and wherever you live you can bring claims against us in the English courts. You can also bring claims against us in the courts of the country you live in.

19. What happens if we think you have done something wrong?

19.1. If we have reason to believe that you have breached any of the terms of the Contract and we have suffered loss or damage as a result of this, without affecting our right to terminate the Contract under clause 13.1.2, we may bring a claim against you either in the English courts or the courts of the country you live in. If we bring a claim against you in the English courts you may have other rights and protections in accordance with the laws of your country of residence to have the claim moved to the courts of the country that you live in (and you may wish to seek local legal advice on this).

20. Miscellaneous terms

20.1. If a court invalidates some of the Contract, the rest will still apply. Each of the paragraphs of this EULA operates separately. If any court or relevant authority decides that any of them are unlawful or invalid, the remaining paragraphs will remain in full force and effect.

20.2. Even if we delay in enforcing the Contract (including the terms of the licence) against you, we can still enforce it later. We might not immediately chase you for doing something you're not allowed to under the Contract, but that doesn’t mean we cannot do it later.

20.3. Specifically excluded from application to this EULA/the Contract is that law known as the United Nations Convention on the International Sale of Goods.

20.4. This EULA has been drafted in the English language which will govern its interpretation.