LICENSE

WillisDiarize License


Thank you for using the BklynHlth, Inc. (“Brooklyn Health” or “we”) WillisDiarize: LLM for speaker diarization correction (including all updates and other modifications thereto made available to you by Brooklyn Health, "WillisDiarize"). By using WillisDiarize, you agree to these Terms (these “Terms”). If you disagree with any of the terms below, Brooklyn Health does not grant you a license to use WillisDiarize and you agree to not use WillisDiarize. You (“User” or “you”) acknowledge that these Terms will expressly govern any use of WillisDiarize by User.
 
1. GRANT OF LICENSE. Subject to User’s full compliance with all of the terms and conditions of these Terms, Brooklyn Health grants you a non-exclusive, revocable, non-sublicensable, non-transferable license to use WillisDiarize, solely for speaker diarization model weighting with Brooklyn Health’s WillisPipeline. User may not install or use WillisDiarize for any other purpose without Brooklyn Health’s prior written consent, including without limitation to access Brooklyn Health user data or information without authorization or in any manner or for any purpose that violates any law or regulation or any right of any person (including but not limited to intellectual property rights or rights of privacy). User will not use WillisDiarize for any illegal purpose. User will comply with any documentation provided by Brooklyn Health with respect to the use of WillisDiarize, including all technical requirements. Brooklyn Health may amend such documentation, including such requirements, from time to time.
2. PROPRIETARY RIGHTS. As between Brooklyn Health and User, WillisDiarize and all related intellectual property rights are and will at all times remain the sole and exclusive property of Brooklyn Health and are protected by applicable intellectual property laws and treaties.
3. OTHER RESTRICTIONS. Except as expressly and unambiguously authorized under these Terms, User may not (i) copy, rent, lease, sell, transfer, assign, sublicense, disassemble, reverse engineer or decompile (except to the limited extent such restrictions are expressly prohibited by applicable statutory law), modify or alter any part of WillisDiarize, or (ii) otherwise use WillisDiarize on behalf of any third party. User will secure, and is solely responsible for securing, clear, express consent from the user granting User permission to submit the recording of the clinical interview. User will comply with all applicable laws and regulations while using the license granted under these Terms. User further represents and warrants that User’s use of WillisDiarize complies with all applicable laws and regulations.
4. WARRANTY DISCLAIMER. THE BROOKLYN HEALTH WillisDiarize IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. BROOKLYN HEALTH AND ITS LICENSORS AND SUPPLIERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING WillisDiarize, INCLUDING WITHOUT LIMITATION ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, RESULTS OF USE, RELIABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, INTERFERENCE WITH QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. FURTHER, BROOKLYN HEALTH DISCLAIMS ANY WARRANTY THAT  USER’S USE OF THE WillisDiarize WILL BE UNINTERRUPTED OR ERROR FREE.
5. MODIFICATIONS TO THESE TERMS. Brooklyn Health reserves the right, in its sole discretion, to modify these Terms at any time by posting an update. You will be responsible for reviewing and becoming familiar with any such modification. Such modifications are effective upon first posting or notification and use of WillisDiarize by User following any such notification constitutes User’s acceptance of the terms and conditions of these Terms as modified.
6. SUPPORT AND UPGRADES. These Terms do not entitle User to any support for WillisDiarize, unless User makes separate arrangements with Brooklyn Health and pays all fees associated with such support. Any such support provided by Brooklyn Health will be subject to the terms of these Terms as modified by the associated support agreement.
7. LIABILITY LIMITATION. REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, AND EXCEPT FOR BODILY INJURY, IN NO EVENT WILL BROOKLYN HEALTH OR ITS LICENSORS OR SUPPLIERS BE LIABLE TO  USER OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR (A) ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE WillisDiarize, EVEN IF BROOKLYN HEALTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE, OR (B) ANY AMOUNT IN THE AGGREGATE IN EXCESS OF $100. 
8. TERMINATION. Brooklyn Health may terminate these Terms upon written notice to the other party at any time, for any reason, or for no reason including, but not limited to, if User violates any provision of these Terms. Any termination of these Terms will also terminate the license granted hereunder. Upon termination of these Terms for any reason, User will destroy and remove from all computers, hard drives, networks, and other storage media all copies of WillisDiarize, and will so certify to Brooklyn Health that such actions have occurred. Brooklyn Health will have the right to inspect and audit User’s facilities to confirm the foregoing. Sections 2 through 4 and 7 through 12 will survive termination of these Terms.
9. GOVERNMENT USE. If User is part of an agency, department, or other entity of the United States Government (“Government”), the use, duplication, reproduction, release, modification, disclosure or transfer of WillisDiarize are restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. WillisDiarize is a “commercial item,” “commercial computer software” and “commercial computer software documentation.” In accordance with such provisions, any use of WillisDiarize by the Government will be governed solely by the terms of these Terms.
10. EXPORT CONTROLS. User will comply with all export laws and restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control (“OFAC”), or other United States or foreign agency or authority, and User will not export, or allow the export or re-export of WillisDiarize in violation of any such restrictions, laws or regulations. By accessing or using WillisDiarize, User agrees to the foregoing and represents and warrants that User is not located in, under the control of, or a national or resident of any restricted country.
11. MISCELLANEOUS. These Terms constitute the entire agreement between User and Brooklyn Health pertaining to the subject matter hereof, and supersede any and all written or oral agreements with respect to such subject matter. These Terms, and any disputes arising from or relating to the interpretation thereof, will be governed by and construed under New York law without reference to its conflict of laws principles or the United Nations Conventions on Contracts for the International Sale of Goods. Except to the extent otherwise elected by Brooklyn Health, any action or proceeding arising from or relating to these Terms must be brought in a federal or state court in New York, New York, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding. If any provision of these Terms are held to be unenforceable for any reason, such provision will be reformed only to the extent necessary to make it enforceable. The failure of Brooklyn Health to act with respect to a breach of these Terms by User or others does not constitute a waiver and will not limit Brooklyn Health’s rights with respect to such breach or any subsequent breaches. These Terms are personal to User and may not be assigned or transferred for any reason whatsoever (including, without limitation, by operation of law, merger, reorganization, or as a result of an acquisition or change of control involving User) without Brooklyn Health’s prior written consent and any action or conduct in violation of the foregoing will be void and without effect. Brooklyn Health expressly reserves and will have the right to assign these Terms and to delegate any of its obligations hereunder.