End User License Agreement (EULA)

This End User License Agreement (the “Agreement” or “License” or “EULA”) is a legally binding agreement between you (an individual or an entity, hereinafter “Licensee,” “You,” or “Your”) and Verbal Innovations, LLC (“Verbal Innovations,” “We,” “Us,” or “Our”) regarding your access to and use of our cloud-based software product and related services (the “Product”).

BY ACCESSING, LOGGING INTO, OR OTHERWISE USING THE PRODUCT, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE, YOU MAY NOT ACCESS OR USE THE PRODUCT.

The Product is licensed, not sold, and is protected by copyright and other intellectual property laws.

1. Definitions

“Agreement” / “License” / “EULA” means this End User License Agreement.
“Licensee” / “You” / “Your” means the individual or entity accessing or using the Product.
“Intellectual Property” means all worldwide rights under patent, copyright, trademark, trade secret, and other similar rights.
“Update” means maintenance releases, patches, bug fixes, or minor improvements provided by Verbal Innovations at no additional cost.
“Upgrade” means a major new version or release that may include additional features or functionality and may be subject to additional fees.
“User Content” means all data, files, or materials you upload, input, or process through the Product.

2. License Grant

Subject to this Agreement, Verbal Innovations grants You a non-exclusive, non-transferable, limited right to access and use the Product solely for your internal business or personal purposes, in accordance with any usage limits set forth in your subscription plan or order.

3. Data and Privacy

Privacy Policy: Use of the Product is also subject to our Privacy Policy.
User Content: You retain ownership of all User Content. By using the Product, You grant Verbal Innovations a limited license to host, use, process, and transmit Your User Content solely to provide and improve the Product.
Security: Verbal Innovations will implement commercially reasonable measures designed to secure User Content against unauthorized access, loss, or disclosure.

4. Service Availability and Support

We will use commercially reasonable efforts to make the Product available 24/7, excluding planned maintenance and downtime caused by circumstances beyond our reasonable control. We do not guarantee uninterrupted or error-free access.

5. Fees and Payment

Access may require subscription fees. Subscriptions automatically renew unless canceled prior to renewal. Fees are non-refundable except as required by law.

6. Restrictions on Use

Share, sell, sublicense, lease, or otherwise make the Product available to third parties;
Modify, adapt, or create derivative works of the Product;
Reverse engineer, decompile, or disassemble the Product (except as permitted by law);
Remove or alter proprietary notices;
Use the Product to process unlawful content or in violation of law.

7. Updates and Upgrades

Updates may be provided automatically. Upgrades may require new terms or additional fees.

8. Termination and Suspension

Agreement remains until terminated. We may suspend or terminate for non-payment, breach, or unlawful/risky use. Upon termination, You must cease using the Product.

9. Intellectual Property

All Intellectual Property rights in the Product remain the exclusive property of Verbal Innovations.

10. Disclaimer of Warranties

The Product is provided “AS IS” and “AS AVAILABLE.” We disclaim all warranties, express or implied, including merchantability, fitness for purpose, non-infringement, and accuracy.

11. Limitation of Liability

Our liability shall not exceed amounts paid by You in the 12 months prior to the claim. We are not liable for indirect or consequential damages, including lost profits or data.

12. Export Controls

You agree to comply with applicable export and trade restrictions.

13. U.S. Government End Users

The Product is provided with “RESTRICTED RIGHTS” as defined in applicable U.S. regulations.

14. Miscellaneous

Governing Law: Pennsylvania, U.S.A. (exclusive jurisdiction West Chester courts).
Assignment: You may not assign without consent, except in merger/acquisition with notice.
Force Majeure: Neither Party is liable for uncontrollable events (except payment).
Entire Agreement: This Agreement, Privacy Policy, and order forms are the entire agreement.
Severability: If one clause is invalid, the rest remain.
Waiver: Failure to enforce a term is not a waiver.