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VOCADIAN, INC. TERMS OF USE

Effective Date: October 7, 2025

Last Updated: October 7, 2025

1. Introduction and Acceptance

These Terms of Use ("Terms") govern your use of the Vocadian, Inc. mobile application ("App") and related services ("Services") provided by Vocadian, Inc., a Delaware corporation ("Company," "we," "us," or "our"). By downloading, installing, accessing, or using the App, you ("User," "you," or "your") agree to be bound by these Terms.

If you do not agree with any part of these Terms, you must not use our App.

2. Eligibility and Account Requirements

2.1 Age and Capacity

You must be at least 18 years old (or the age of legal majority in your jurisdiction) and capable of forming a binding contract to use the Services. By using the App, you represent and warrant that you meet these requirements.

2.2 Business Use Authorization

If you are using the App on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.

3. Intended Use and Medical Disclaimer

3.1 Intended Use

The App is designed to provide voice-based fatigue assessment tools and voice checklist functionality for occupational and personal wellness monitoring purposes. The App analyzes voice patterns and user inputs to generate fatigue prediction scores and facilitate checklist completion through voice commands.

3.2 Medical Disclaimer

THE APP IS NOT A MEDICAL DEVICE AND IS NOT INTENDED FOR MEDICAL DIAGNOSIS, TREATMENT, OR CLINICAL DECISION-MAKING. The information provided by the App is for informational and educational purposes only and should not substitute professional medical advice, diagnosis, or treatment. Always consult qualified healthcare professionals for medical concerns. Do not rely on the App for emergency situations or critical health decisions.

3.3 Workplace Safety Limitation

The App's fatigue assessments are supplementary tools only and should not be used as the sole basis for safety-critical decisions in workplace environments. Employers remain fully responsible for implementing comprehensive safety protocols and compliance with occupational health regulations.

4. Voice Data Collection and Privacy

4.1 Voice Data Processing

The App collects and processes your voice recordings to perform fatigue assessment analysis and voice checklist functions. Voice data is considered biometric personal data under applicable privacy regulations including GDPR, CCPA, and other jurisdictional requirements.

4.2 Explicit Consent for Voice Data

By using the voice features, you provide explicit consent for the collection, processing, and analysis of your voice recordings for the specific purposes of fatigue assessment and voice checklist functionality. You may withdraw this consent at any time through the App settings or by contacting us at business@vocadian.ai.

4.3 Data Retention and Deletion

Voice recordings are retained for a maximum of 24 months from collection date, and voice analysis data is retained for a maximum of 36 months unless you request earlier deletion. Training datasets derived from voice recordings are anonymized within 12 months and may be retained longer for model improvement purposes. You have the right to access, correct, or delete your voice data at any time by contacting privacy@vocadian.ai.

4.4 Third-Party Voice Data Prohibition

You are strictly prohibited from recording or processing voice data of third parties without their explicit written consent. Violations may result in immediate account termination and potential legal liability.

5. User Account and Security

5.1 Account Creation

The user is responsible for maintaining the confidentiality of your login credentials and all activities under your account. We may create an account on the user’s behalf.

5.2 Authentication Requirements

The App may implement multi-factor authentication to protect voice biometric data. Users must enable and maintain secure authentication methods as required by the App.

5.3 Account Monitoring

You must notify us immediately of any unauthorized use of your account or security breaches. You remain liable for all activities under your account until we receive written notice of unauthorized use.

6. Prohibited Uses and Compliance Requirements

6.1 General Restrictions

You shall not:

- Use the App for any unlawful purpose or in violation of applicable regulations

- Attempt to reverse engineer, decompile, or extract voice processing algorithms

- Share your account credentials with unauthorized persons

- Use the App to process voice data of third parties without their explicit consent

- Interfere with the App's security features or voice data encryption

- Use the App in any high-risk environment where failure could result in death, personal injury, or environmental damage

- Attempt to circumvent usage limitations or access controls

6.2 Regulatory Compliance

Users in regulated industries (healthcare, transportation, energy, etc.) are responsible for ensuring their use of the App complies with applicable industry-specific regulations including but not limited to HIPAA, DOT regulations, and occupational safety standards.

6.3 Commercial Use Restrictions

Commercial use of the App requires a separate commercial license agreement. Contact business@vocadian.ai for commercial licensing terms.

7. Technology Limitations and Accuracy

7.1 Technology Limitations

Voice-based fatigue assessment technology has inherent limitations and may not be accurate for all individuals or situations. Multiple factors beyond voice patterns can affect fatigue levels and performance capability including but not limited to medical conditions, medications, environmental factors, and individual physiological variations.

7.2 Environmental Dependencies

The App's performance may be affected by ambient noise, device quality, network connectivity, and other environmental factors beyond our control.

8. Data Protection and International Compliance

8.1 GDPR Compliance

For users in the European Economic Area, United Kingdom, and Switzerland, we comply with the General Data Protection Regulation (GDPR). Voice data is processed under explicit consent and legitimate interest legal bases as applicable. You have the right to access, rectify, erase, restrict processing, object to processing, and data portability.

8.2 CCPA Compliance

For California residents, we comply with the California Consumer Privacy Act (CCPA). You have rights regarding the collection, use, and sharing of your personal information as defined under CCPA.

8.3 International Data Transfers

Voice data may be processed in countries outside your jurisdiction with adequate data protection safeguards in place, including Standard Contractual Clauses, adequacy decisions, and encryption requirements.

9. Liability and Disclaimers

9.1 Disclaimer of Warranties

The app is provided "as is" without warranties of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement. We do not warrant that the app will be uninterrupted, error-free, or secure.

9.2 Limitation of Liability

To the maximum extent permitted by law, our total liability shall not exceed the amount paid for the app in the twelve months preceding the claim, or $100 usd if no payment was made. We shall not be liable for indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, or business opportunities.

9.3 Indemnification

You agree to indemnify, defend, and hold harmless Vocadian, Inc., its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from your use of the App, violation of these Terms, or infringement of third-party rights.

10. Intellectual Property

10.1 Ownership

All proprietary rights in the App, including voice processing algorithms, software, user interface design, trademarks, copyrights, and trade secrets, remain owned by Vocadian, Inc. or our licensors.

10.2 Limited License

We grant you a limited, non-exclusive, non-transferable, revocable license to use the App solely for its intended purposes in accordance with these Terms. This license does not grant you any rights to our intellectual property except as expressly stated.

11. Privacy and Data Security

11.1 Privacy Policy Integration

Our collection, use, and protection of your personal information is governed by our Privacy Policy, which is incorporated by reference into these Terms.

11.2 Data Security Measures

We implement industry-standard security measures to protect your voice data, including encryption in transit and at rest, access controls, and regular security audits.

11.3 Data Breach Notification

In the event of a data security incident affecting your personal information, we will notify you and applicable regulatory authorities as required by law.

12. Termination

12.1 Termination Rights

Either party may terminate your access to the App at any time. We may suspend or terminate your account for violation of these Terms, applicable laws, or for any other reason at our discretion with or without notice.

12.2 Effect of Termination

Upon termination, your access rights cease immediately, and you must stop using the App. Voice data will be deleted according to our retention policy unless legal obligations require longer retention. Sections 8, 19, 10, and 13 shall survive termination.

12.3 Data Export

Before account termination, you may request export of your personal data in a structured, commonly used format, subject to technical and legal limitations.

13. Governing Law and Disputes

13.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles.

13.2 Exclusive Jurisdiction

You irrevocably agree that the state courts of Delaware and the United States District Court for the District of Delaware shall have exclusive jurisdiction over any dispute arising out of or relating to these Terms or your use of the Services. You waive any objection to venue in Delaware and agree not to assert that Delaware courts are an inconvenient forum.

13.3 Waiver of Jury Trial

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND VOCADIAN EACH WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICES. THIS WAIVER APPLIES TO ALL CLAIMS WHETHER BASED IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY.

13.4 Class Action Waiver

You agree that any dispute resolution proceeding will be conducted only on an individual basis and not in a class, consolidated, or representative action.

14. Force Majeure

We shall not be liable for any delay or failure to perform resulting from causes beyond our reasonable control, including but not limited to acts of God, war, terrorism, pandemics, government actions, or technical failures of third-party services.

15. Export Control

The App may be subject to export control laws. You agree not to export or re-export the App in violation of applicable export control laws and regulations.

16. Changes to Terms

We may modify these Terms from time to time. Material changes will be communicated through the App, email notification, or prominent notice at least 30 days before taking effect. Continued use after changes take effect constitutes acceptance of modified Terms. For non-material changes, we will update the "Last Updated" date.

17. Entire Agreement and Severability

17.1 Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and Vocadian regarding the App and supersede all prior agreements and understandings.

17.2 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.

17.3 Waiver

Our failure to enforce any right or provision in these Terms does not constitute a waiver of such right or provision.

18. Contact Information

For questions regarding these Terms or the App:

Vocadian, Inc.

125 Western Avenue, Batten Hall

Allston, MA 02134

General Inquiries: business@vocadian.ai

Privacy Matters: business@vocadian.ai

Legal Questions: business@vocadian.ai

Phone: +1 (617) 201-4414