Agreement to Terms

By downloading, installing, or using Echophrase (“the Software”), you agree to be bound by these Terms of Service (“Terms”). If you do not agree to these Terms, do not use the Software.

These Terms constitute a legally binding agreement between you and Imperium42 LLC (“we,” “us,” “our”).

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

IMPORTANT: You are purchasing a LICENSE to use Echophrase, not the software itself. You do not own the Software. All rights, title, and interest in and to the Software, including all intellectual property rights, are and will remain the exclusive property of Imperium42 LLC. This is an End User License Agreement (EULA).

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

3.4 Service Modifications

We reserve the right to modify, update, or discontinue any features, functionality, or content of the Software at any time, with or without notice. This includes adding new features, changing existing features, or removing features entirely. We may also impose new limits on certain features or restrict access to parts of the Software. We shall not be liable to you or any third party for any modification, price change, suspension, or discontinuation of the Software or any part thereof.

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 offline for a limited period. During offline use:

Core transcription features remain available
No internet connection is required for transcription itself
Cloud sync features (Pro / Enterprise) will not function offline

6.1 Periodic Re-Authentication

To verify your subscription tier and entitlements, your device must reconnect to our authentication server periodically (the “offline grace period”). The length of the offline grace period depends on your subscription tier and the current published policy, and may differ between Free, Pro, and Enterprise users. The current values are described in our in-app and product documentation, and may change over time.

If your device stays offline beyond your tier’s grace period:

Free and Anonymous tiers continue working under their normal local limits (for example, daily time limits or lifetime caps), regardless of how long you stay offline
Paid (Pro / Enterprise) tiers will temporarily downgrade to Free tier limits until the next successful sync
No transcription data or local content is lost; only your paid entitlements pause until you reconnect

Reconnecting and signing in again restores paid entitlements. We may change the length of the offline grace period - including reductions - at any time as our service, security posture, or business needs evolve. Where reasonably practical, we will give notice of material reductions via the app or website; we are not required to give advance notice for changes made for security, abuse-prevention, or compliance reasons.

6.2 Mandatory Updates for Critical Issues

In rare cases (for example, a security vulnerability, data-integrity issue, or other critical defect), we may require users to install a software update before continuing to use Echophrase. When this happens, the application may refuse to operate - including offline - until you install a supported version. We will only use this mechanism for issues we reasonably believe pose a meaningful risk to users, our service, or third parties, and the update itself will be made available at no additional cost.

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

CLASS ACTION WAIVER

BY USING ECHOPHRASE, YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. You waive any right to participate in a class action lawsuit or class-wide arbitration against Imperium42 LLC or its affiliates. If this waiver is found to be unenforceable, then the entirety of this dispute resolution section shall be null and void.

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.

17. Contact Us

For questions about these Terms, contact us:

Email: [email protected]

Mail: Imperium42 LLC Attn: Legal - Echophrase 30 N Gould St, Ste N Sheridan, WY 82801 United States

General Support: Contact Form

Acknowledgment

By using Echophrase, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service and our Privacy Policy.