Terms of Service

1. Company Information

Company: Imperium42 LLC

Type: Wyoming Limited Liability Company

Address: 30 N Gould St, Ste N, Sheridan, WY 82801, USA

Legal Contact: [email protected]

2. License Grant (End User License Agreement)

2.1 License, Not Ownership

Echophrase is proprietary software owned by Imperium42 LLC. Your payment grants you a revocable license to use the Software under the terms of this agreement. We reserve the right to revoke this license if you violate these Terms.

2.2 Usage Rights

Subject to these Terms and your payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to:

• • Download, install, and use the Software on your personal or business computers
• • Use the Software for personal, commercial, or enterprise purposes
• • Make backup copies for archival purposes

2.3 Single-Seat License

Each license is for one (1) user only. You may activate and use the Software on multiple devices you personally own, but only one person may use each license. Sharing accounts or credentials with others is prohibited. We reserve the right to deactivate excess device activations if we suspect unauthorized sharing or other abuse. Organizations requiring multiple users must purchase additional licenses or an Enterprise plan.

2.4 Restrictions

You may NOT:

• • Reverse engineer, decompile, or disassemble the Software
• • Modify, adapt, translate, or create derivative works based on the Software
• • Redistribute, sell, rent, lease, sublicense, or otherwise transfer the Software
• • Remove or alter any copyright, trademark, or proprietary notices
• • Use the Software to violate any applicable laws or regulations
• • Use the Software to create a competing product or service

3. Subscription Tiers

3.1 Free Tier

The free tier includes:

• • 5 minutes of transcription per day (login required)
• • GPU-accelerated processing with Whisper AI models
• • Complete privacy (all processing happens locally)
• • Usage limits may change at our discretion

3.2 Pro Tier

The Pro tier includes:

• • Cloud sync for transcription history
• • Customizable output formatting
• • Advanced audio processing features
• • Priority customer support

3.3 Enterprise Tier (Coming Soon)

The Enterprise tier includes:

• • Single Sign-On (SSO) integration
• • Dedicated account manager
• • Service Level Agreement (SLA)
• • More features TBD

4. Payment Terms

4.1 Billing

Pro and Enterprise subscriptions (when available) will be billed monthly or annually through our payment processor, Lemon Squeezy (recently acquired by Stripe). All prices are in USD and subject to applicable taxes.

4.2 Cancellation

You may cancel your subscription at any time. Upon cancellation:

• • You will retain access until the end of your current billing period
• • No refunds will be provided for partial months/years
• • Your data will be retained for 30 days, then deleted per our Privacy Policy
• • You will revert to the Free tier

4.3 Refunds

Refunds are provided at our sole discretion and only in exceptional circumstances (e.g., technical issues preventing use, billing errors). To request a refund, contact [email protected] within 14 days of billing.

5. User Accounts

5.1 Account Creation

To access Pro or Enterprise features, you must create an account via Supabase authentication. You agree to:

• • Provide accurate and complete information
• • Maintain the security of your account credentials
• • Notify us immediately of any unauthorized access
• • Accept responsibility for all activities under your account

5.2 Account Termination

We reserve the right to suspend or terminate your account if you:

• • Violate these Terms of Service
• • Engage in fraudulent or illegal activity
• • Abuse our systems or services
• • Fail to pay subscription fees

6. Offline Operation

After initial activation, Echophrase can operate fully offline. Your authentication refresh token is valid for long term (typically ~30 days). During offline use:

• • All core transcription features remain available
• • No internet connection is required
• • Cloud sync features (Pro/Enterprise) will not function offline
• • Internet access required at least once per ~30 days to maintain access

7. Intellectual Property

7.1 Our Rights

The Echophrase name, logo, branding, software code, and all proprietary features are owned exclusively by Imperium42 LLC. All intellectual property rights in the Software are reserved.

7.2 Your Content

You retain all rights to your voice data, audio files, and transcriptions. We do not claim any ownership over content you create with Echophrase. All processing happens locally; we never access your content.

7.3 Third-Party AI Models

Echophrase uses OpenAI's Whisper AI models, which are open-source and licensed under the MIT License. You must comply with Whisper's license terms when using the Software.

8. Privacy & Data Collection

Your privacy is paramount. Please review our Privacy Policy for details on data collection. Key points:

• • Voice data never sent to the cloud - all transcription is local
• • We collect minimal data: email, OAuth tokens, minimal telemetry (GPU info, model selection)
• • Data stored securely in the United States
• • You can opt out of telemetry in application settings

9. Disclaimer of Warranties

THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED.

We disclaim all warranties, including but not limited to:

• • Merchantability and fitness for a particular purpose
• • Non-infringement of third-party rights
• • Uninterrupted or error-free operation
• • Accuracy of transcription results
• • Compatibility with all hardware and software

We make no guarantees about transcription accuracy. AI models may produce errors, especially with accents, background noise, or technical terminology.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IMPERIUM42 LLC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

This includes, but is not limited to, damages for:

• • Loss of profits, data, or business opportunities
• • Costs of procurement of substitute services
• • Errors or inaccuracies in transcription
• • Hardware damage or failure

Total Liability Cap: Our total liability to you for all claims arising from your use of Echophrase shall not exceed the amount you paid us in the 12 months preceding the claim (or $100 USD if using the Pro Free Trial).

11. Indemnification

You agree to indemnify, defend, and hold harmless Imperium42 LLC, its officers, directors, employees, and agents from any claims, liabilities, damages, or expenses (including legal fees) arising from:

• • Your use of the Software
• • Your violation of these Terms
• • Your violation of any third-party rights
• • Content you create or process with the Software

12. Export Compliance

The Software may be subject to U.S. export control laws. You agree to comply with all applicable export and import laws and regulations. You represent that you are not:

• • Located in a country subject to U.S. government embargo
• • Listed on any U.S. government restricted parties list
• • Using the Software for prohibited end uses (e.g., weapons development)

13. Modifications to Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes by:

• • Posting the updated Terms on our website with a new "Last Updated" date and version number
• • Sending an email notification to your registered email address
• • Displaying an in-app notification on next launch

Your continued use of the Software after changes constitutes acceptance of the updated Terms. If you do not agree to the changes, you must stop using the Software.

14. Governing Law & Dispute Resolution

14.1 Governing Law

These Terms are governed by the laws of the State of Wyoming and the United States of America, without regard to conflict of law principles.

14.2 Jurisdiction

Any disputes arising from these Terms or your use of the Software shall be resolved in the state or federal courts located in Wyoming. You consent to the exclusive jurisdiction of these courts.

14.3 Informal Resolution

Before filing a lawsuit, you agree to contact us at [email protected] to attempt to resolve the dispute informally. We will work in good faith to resolve the matter within 30 days.

14.4 Class Action Waiver

15. Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The invalid provision will be replaced with a valid provision that most closely reflects the original intent.

16. Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and Imperium42 LLC regarding the Software. These Terms supersede all prior or contemporaneous communications and proposals.