# CrisperWhisper 2.0 — Licensing CrisperWhisper 2.0 is distributed under **two separate licenses**, depending on the component: | Component | License | | --- | --- | | **Software** — inference code, pre- and post-processing code, and scripts | **MIT License** (Part A) — permissive, including commercial use | | **Model** — model weights, checkpoints, parameters, configuration files, tokenizers/lexica — **and any Outputs** generated by the Model | **nyra health Non-Commercial Research License** (Part B) — Non-Commercial Use only | **In short:** the **inference code and other Software is MIT-licensed** and may be used for any purpose, including commercially. Only the **model weights and the Outputs they generate** are licensed for **Non-Commercial Use only**; any commercial use of the model weights or Outputs requires a separate commercial license from nyra health GmbH (see Part B, Section 2.3). The two licenses are independent: nothing in Part B restricts your rights in the Software under Part A, and the MIT grant in Part A does not extend to the model weights or Outputs. --- # PART A — MIT License (Software / Inference Code) Copyright (c) 2026 nyra health GmbH Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the "Software"), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions: The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software. THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE. **Scope of Part A.** For the purposes of this Part A, **"Software" means the inference code, pre- and post-processing code, and scripts** made available by nyra health GmbH for running CrisperWhisper 2.0. This MIT License applies **only** to that Software. It does **not** apply to the model weights, checkpoints, parameters, configuration files, tokenizers/lexica, or to any Outputs generated by the Model, all of which are licensed exclusively under Part B below. --- # PART B — NYRA HEALTH NON-COMMERCIAL RESEARCH LICENSE AGREEMENT (Model Weights and Outputs) **Version 1.0 — Effective Date: 17 July 2026** By downloading, accessing, using, reproducing, or distributing any portion or element of the Licensed Materials or Outputs (as defined below), you ("Licensee") agree to be bound by this Agreement. **This license permits Non-Commercial Use only. Any commercial use of the Licensed Materials, Derivative Works, or Outputs requires a separate commercial license, which may be obtained from the Licensor (see Section 2.3). This Agreement does not apply to the Software (inference code and scripts), which is licensed separately under the MIT License in Part A.** --- ## 1. Definitions **"Agreement"** means this Non-Commercial Research License Agreement (Part B). **"Licensor"** or **"we"** means **nyra health GmbH**, with its registered seat in Vienna, Austria, business address Salzgries 19/3-4, 1010 Vienna, Austria, registered in the Austrian company register (Firmenbuch) at the Commercial Court of Vienna (Handelsgericht Wien) under FN 534581 z. **"Licensee"** or **"you"** means the natural or legal person exercising rights under this Agreement, or the entity on whose behalf such person acts, provided such person has the legal authority to bind that entity. **"Model(s)"** means Licensor's proprietary machine-learning models for automatic speech recognition made available under this Agreement, including model architectures, trained model weights, checkpoints, parameters, configuration files, tokenizers/lexica, and any other elements of the foregoing. **"Software"** means Licensor's inference code, pre- and post-processing code, and scripts. **The Software is licensed separately under the MIT License set out in Part A and is expressly NOT subject to this Agreement or to any Non-Commercial restriction.** The Software is defined here only to distinguish it from the Licensed Materials. **"Documentation"** means any specifications, model cards, manuals, and other written information provided by Licensor relating to the Models. **"Licensed Materials"** means the Models and Documentation, individually or in any combination. For the avoidance of doubt, the Licensed Materials do **not** include the Software (which is MIT-licensed under Part A). **"Output(s)"** means any content generated by operating the Models, including without limitation transcripts, text, timestamps, confidence scores, embeddings, logits, intermediate representations, and derived annotations. **"Derivative Work(s)"** means: (a) any adaptation, modification, or other transformation of the Licensed Materials within the meaning of applicable copyright law, including the Austrian Copyright Act (Urheberrechtsgesetz, UrhG); (b) any modification of a Model, including fine-tuned, quantized, pruned, merged, converted, or otherwise altered versions of a Model or its weights; and (c) **any other model, system, or set of parameters that is created, trained, fine-tuned, distilled, or otherwise derived, in whole or in part, from a Model, from the weights of a Model, or from Outputs — including any model trained on datasets that incorporate Outputs.** For clarity, Derivative Works concern the Model weights and Outputs only. The Software is not a Derivative Work and is governed solely by Part A. Outputs themselves are not Derivative Works, but their use is restricted under Section 4. **"Research Use"** means use for the purpose of scientific research, academic study, experimentation, evaluation, benchmarking, reproducibility, teaching, or internal technical investigation, whether conducted in an academic, non-profit, governmental, or commercial setting, **provided that** no Commercial Gain is derived from the Licensed Materials, Derivative Works, or Outputs. **"Commercial Gain"** means any direct or indirect monetary or other commercial advantage or compensation, including without limitation: selling, licensing, or renting the Licensed Materials, Derivative Works, or Outputs; offering them as, or as part of, a paid or revenue-generating product or service (including advertising-financed services); using them in production systems serving customers; or using Outputs to render services to third parties for remuneration. **"Non-Commercial Use"** means Research Use and any other use from which no Commercial Gain is derived. Non-Commercial Use does not include any production or operational deployment of the Licensed Materials or Derivative Works. --- ## 2. Grant of Rights 2.1. Subject to your full compliance with this Agreement, Licensor grants you a non-exclusive, worldwide, non-transferable, non-sublicensable, royalty-free, and limited license under Licensor's intellectual property rights in the Licensed Materials to:     (a) use, reproduce, and run the Licensed Materials;     (b) create Derivative Works of the Licensed Materials; and     (c) distribute the Licensed Materials and Derivative Works; in each case **solely for Non-Commercial Use**, including Research Use in commercial and non-commercial settings. 2.2. No rights are granted beyond those expressly set out in this Agreement. All rights not expressly granted are reserved by Licensor. The license granted in Section 2.1 may not be revoked by Licensor at will; it may be terminated only in accordance with Section 9 (in particular, for breach of this Agreement or for good cause). 2.3. **Commercial License Availability.** Any commercial use of the Licensed Materials, Derivative Works, or Outputs — including without limitation production deployment, incorporation into products or services, hosted services, and API access provided to third parties, whether or not substantial additional functionality is added — is **not** permitted under this Agreement and **requires a separate written commercial license from Licensor**. Licensor expressly offers such commercial licenses. To request a commercial license, contact nyra health GmbH at **licensing@nyra-labs.com**. No commercial rights are granted by this Agreement, by payment of any fee, or by any conduct of the parties other than a written commercial license agreement signed by Licensor. --- ## 3. License Inheritance for Derivative Works (Share-Alike) 3.1. **Every Derivative Work — including, for the avoidance of doubt, any model trained, fine-tuned, or distilled in whole or in part on Outputs — is and remains subject to this Agreement in its entirety.** 3.2. You may **not** release, distribute, publish, or make available any Derivative Work under any license terms other than this Agreement, nor under any terms that remove, weaken, or circumvent the restrictions of this Agreement. In particular, Derivative Works may not be released under permissive or open-source licenses (e.g. MIT, Apache 2.0, BSD) or under any license permitting commercial use. This restriction concerns Derivative Works of the Model weights and Outputs; it does not affect the MIT-licensed Software under Part A. 3.3. If you distribute or make available the Licensed Materials or any Derivative Work to a third party, you must:     (a) provide that third party with a complete copy of this Agreement;     (b) contractually bind that third party to the terms of this Agreement before or upon access; and     (c) retain the following attribution notice in a "NOTICE" text file distributed with all copies: > "The CrisperWhisper 2.0 model weights are licensed under the nyra health Non-Commercial Research License, © 2026 nyra health GmbH, Vienna, Austria. All rights reserved. Commercial licenses are available from nyra health GmbH. The accompanying inference code is licensed separately under the MIT License." 3.4. If you create a Derivative Work, you may add your own attribution notices to the NOTICE file, provided you clearly indicate which attributions apply to which components and state that and how the Licensed Materials were modified. 3.5. As between you and Licensor, you own Derivative Works created by you, subject at all times to Licensor's rights in the Licensed Materials and to the restrictions of this Agreement. --- ## 4. Restrictions on Outputs 4.1. You may generate and use Outputs solely in connection with Non-Commercial Use. You must not derive any Commercial Gain from Outputs, including by selling, licensing, or otherwise commercially exploiting Outputs or datasets containing Outputs. 4.2. **You must not use Outputs, in whole or in part, to train, fine-tune, distill, or otherwise improve any machine-learning model intended for commercial use or commercial distribution.** 4.3. Any model trained wholly or partly on Outputs constitutes a Derivative Work under Section 1 and is subject to the license-inheritance obligations of Section 3, irrespective of the proportion of Outputs in the training data. 4.4. If you distribute or publish Outputs or datasets containing Outputs (for Non-Commercial Use), you must (a) clearly mark them as generated by the Model, and (b) impose on all recipients, by contract, the restrictions of this Section 4 and Section 3. --- ## 5. Prohibited Uses You must not, and must not permit or enable third parties to:     (a) use the Licensed Materials, Derivative Works, or Outputs for any purpose from which Commercial Gain is derived, unless and to the extent you have obtained a separate written commercial license from Licensor pursuant to Section 2.3;     (b) offer the Licensed Materials or Derivative Works to third parties as, or as part of, a hosted service, API, or similar offering (mere distribution for download, e.g. via a public model repository, in compliance with Section 3, is permitted);     (c) remove, obscure, or alter license texts, attribution notices, or provenance information;     (d) use the Licensed Materials, Derivative Works, or Outputs in violation of applicable law, including data protection law (in particular the GDPR when processing speech recordings containing personal data);     (e) misrepresent machine-generated transcripts as certified or human-verified transcriptions in legal, medical, or official proceedings. --- ## 6. Warranty 6.1. The Licensed Materials and Outputs are provided **"as is"**. To the extent permitted by mandatory Austrian law, Licensor disclaims all warranties (Gewährleistung) and guarantees, whether express or implied, including warranties of merchantability, fitness for a particular purpose, accuracy of Outputs, and non-infringement. §§ 922 ff of the Austrian Civil Code (ABGB) are excluded to the extent legally permissible in the given context. 6.2. Automatic speech recognition produces errors. You are solely responsible for reviewing Outputs and for determining the appropriateness of using the Licensed Materials, Derivative Works, and Outputs, and you assume all risks associated with such use. --- ## 7. Liability 7.1. Licensor shall be liable without limitation for damage caused intentionally (Vorsatz) or by gross negligence (grobe Fahrlässigkeit), and for personal injury (death, bodily injury, damage to health). 7.2. To the extent permitted by mandatory law, liability for slight negligence (leichte Fahrlässigkeit) — except for personal injury — is excluded, as is liability for indirect damage, consequential damage, lost profits, loss of data, and pure economic loss. 7.3. Mandatory statutory liability, including under the Austrian Product Liability Act (Produkthaftungsgesetz), remains unaffected. 7.4. You shall indemnify and hold harmless Licensor from and against any third-party claims arising out of or related to your use or distribution of the Licensed Materials, Derivative Works, or Outputs in violation of this Agreement or applicable law. --- ## 8. Intellectual Property; No Trademark License 8.1. No trademark or trade-name licenses are granted under this Agreement. Neither party may use names or marks of the other except as required for reasonable and customary attribution and redistribution as set out in Section 3. 8.2. If you initiate legal proceedings (including a counterclaim) against Licensor alleging that the Licensed Materials, Derivative Works, or Outputs infringe intellectual property or other rights owned or licensable by you, all licenses granted to you under this Agreement terminate as of the date such proceedings are filed. --- ## 9. Term and Termination 9.1. This Agreement takes effect upon your acceptance of it or your first access to the Licensed Materials and remains in force until terminated. 9.2. Licensor may terminate this Agreement with immediate effect if you breach any of its terms. In addition, either party may terminate for good cause (aus wichtigem Grund). 9.3. Upon termination, you must immediately cease all use of, and delete, the Licensed Materials and all Derivative Works in your possession or control, and confirm such deletion in writing upon request. This does not affect your rights in the Software under Part A. 9.4. Sections 4 (as regards Outputs already generated), 6, 7, 8, 10, and 11 survive termination. --- ## 10. Governing Law and Jurisdiction 10.1. This Agreement is governed by the substantive laws of the **Republic of Austria**, excluding its conflict-of-law rules and excluding the UN Convention on Contracts for the International Sale of Goods (CISG). 10.2. The exclusive place of jurisdiction for all disputes arising out of or in connection with this Agreement is the court with subject-matter jurisdiction for the first district of **Vienna**, Austria. Mandatory statutory venues for consumers (in particular under the Austrian Consumer Protection Act, KSchG, and the Brussels Ia Regulation) remain unaffected. --- ## 11. Final Provisions 11.1. **Severability (salvatorische Klausel).** If any provision of this Agreement is or becomes invalid or unenforceable, the validity of the remaining provisions remains unaffected. The invalid provision shall be replaced by a valid provision that most closely reflects its economic purpose. 11.2. **Entire agreement; written form.** This Agreement constitutes the entire agreement between the parties regarding the Licensed Materials. Amendments and supplements must be made in writing; this also applies to any waiver of this written-form requirement. 11.3. **No waiver.** Failure to enforce any provision does not constitute a waiver of the right to enforce it later. 11.4. **Language.** This Agreement is executed in the English language. Any translations provided are for convenience only; the English version is exclusively authoritative. 11.5. **Assignment.** You may not assign or transfer this Agreement or any rights hereunder without Licensor's prior written consent. Licensor may assign this Agreement to a legal successor. --- **© 2026 nyra health GmbH, Salzgries 19/3-4, 1010 Vienna, Austria. All rights reserved.**