These Referral Terms apply to your participation in any referral program offered by AssemblyAI Inc. (“AssemblyAI”) whereby AssemblyAI may offer rewards or incentives in exchange for referring others to AssemblyAI’s products and services (each, a “Referral Program”). Before any such participation, or acceptance of any such rewards or incentives, please read the following Referral Terms carefully. If you are a California resident, note that these rewards and incentives may be considered “financial incentives.” Please see the Notice of Financial Incentives in our Privacy Policy for more information.

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By (1) clicking a box indicating acceptance, or (2) participating in any Referral Program, or accepting any rewards or incentives offered in connection therewith, you (“Customer”, “you”, “your”, “yours”) agree to be bound by these Referral Terms to the exclusion of all other terms.  These Referral Terms include our Privacy Policy.

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If the individual accepting these Referral Terms is accepting on behalf of a company or other legal entity, such individual represents that they have the authority to bind such entity and its affiliates to these Referral Terms, in which these Referral Terms does not have such authority, or does not agree with these Referral Terms, such individual must not accept these Referral Terms and may not participate in any Referral Program, or receive any rewards or incentives offered by AssemblyAI.

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1. Referral Program.  For details of any current Referral Programs, please see the referral page (the “Referral Page”).  AssemblyAI reserves the right, in its sole discretion, to modify or terminate any Referral Program at any time and to revoke from Customer, and any third party that Customer refers (the “Referee”), the right to participate in any Referral Program for any reason or for no reason whatsoever.  If AssemblyAI determines that either Customer or Referee is attempting to obtain an unfair advantage or otherwise violate the terms or spirit of any Referral Program, AssemblyAI reserves the right to (a) revoke any rewards or incentives issued to either Customer or Referee and/or (b) charge Customer or Referee for any rewards or incentives (1) gained by Customer or Referee as a result of the foregoing or (2) issued by AssemblyAI to any ineligible Customer or Referee.  All Referral Programs, including AssemblyAI’s obligation to issue or pay any rewards or incentives in connection therewith, are subject to the terms, conditions, restrictions and eligibility requirements set forth on the Referral Page or that are otherwise presented in connection with the applicable Referral Program.
2. Disclaimer.  ASSEMBLYAI DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.  YOUR PARTICIPATION IN ANY REFERRAL PROGRAM IS AT YOUR OWN RISK.
3. ‍Limitation of Liability.  IN NO EVENT SHALL ASSEMBLYAI, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THESE REFERRAL TERMS FOR ANY (A) SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING); OR (B) DIRECT DAMAGES ARISING OUT OF OR RELATED TO THESE REFERRAL TERMS THAT EXCEED (IN THE AGGREGATE) ONE-HUNDRED DOLLARS ($100).  THIS SECTION SHALL SURVIVE ANY TERMINATION OF YOUR PARTICIPATION IN ANY REFERRAL PROGRAM.
4. General.  These Referral Terms represent the entire agreement between Customer and AssemblyAI with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Customer and AssemblyAI with respect thereto. Nothing in these Referral Terms constitutes or evidences any partnership, joint venture, employment, or agency relationship between the parties.  AssemblyAI reserves the right to modify or update these Referral Terms, in whole or in part, at any time in its sole discretion.  Customer’s continued participation in any Referral Program following such change will constitute Customer’s acceptance of such changes.  These Referral Terms may not otherwise be amended or modified, except by a written agreement executed by both parties. Failure or delay by either party to enforce any provision of these Referral Terms will not be deemed a waiver of future enforcement of that or any other provision.  These Referral Terms are governed by the laws of the State of Delaware, exclusive of its rules governing choice of law and conflict of laws, and the parties consent to exclusive jurisdiction and venue in the state and federal courts located in New York, New York. These Referral Terms will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. In the event that any provision of these Referral Terms is determined to be illegal or unenforceable, that provision will be limited or eliminated such that these Referral Terms will otherwise remain in full force and effect and enforceable.