Thank you for using the Assembly Platform (as defined below), a transcription and audio intelligence platform.

To be eligible to register for an Assembly account and use the Assembly Platform, you must review and accept the terms of this Assembly Terms of Service (this “Agreement” or these “Terms”) by clicking the terms of service checkbox or other mechanism provided within the online registration process. PLEASE REVIEW THESE TERMS CAREFULLY. BY ACCEPTING THESE TERMS OR USING THE ASSEMBLY PLATFORM, YOU AGREE TO THESE TERMS AND CONDITIONS WITH ASSEMBLYAI INC. (“Assembly”).

In this Agreement, “you,” “your” and “Customer” will refer to you. If you are registering for an Assembly account or using the Assembly Platform on behalf of an entity or other organization, you are agreeing to these Terms for that entity or organization and representing to Assembly that you have the authority to bind that entity or organization to these Terms (and, in which case, the terms “you”, “your” and “Customer” will refer to that entity or organization).

Assembly may revise these Terms from time to time. If Assembly does revise these Terms, the revised Terms will supersede prior versions. Revisions will be effective upon the effective date indicated at the top of these Terms, unless you have purchased a paid subscription to the Assembly Platform, in which case such revisions will be effective upon the next renewal of your subscription. Assembly will provide you advance notice of any material revisions. This notice will be provided via the account portal and/or via an email to the email address Assembly has on file. For other revisions, Assembly will update the effective date of these Terms at the top of the page. Assembly encourages you to check the effective date of these Terms whenever you visit Assembly’s website or account portal. Your continued access or use of the Assembly Platform constitutes your acceptance of any revisions. If you do not agree to the revisions, you should stop using the Assembly Platform and Assembly is not obligated to provide you with the Assembly Platform.

1.   Definitions

1.1       The following terms, when used in this Agreement will have the following meanings:

“Confidential Information” means any information or data disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure. However, “Confidential Information” will not include any information which (a) is in the public domain through no fault of the receiving party; (b) was properly known to the receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to the receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without the use of or reference to the disclosing party’s Confidential Information.

“Documentation” means the printed and digital instructions, on-line help files, technical documentation and user manuals made available by Assembly for the Assembly Platform.

“Order Form” means an order form, online order page or other similar document that sets forth the components of the Assembly Platform to which Customer is obtaining a subscription, applicable subscription term, pricing therefor and other relevant terms, and that references this Agreement.

“Assembly Platform” means the transcription and audio intelligence platform made available by Assembly, and all related documentation, software and intellectual property provided by Assembly in relation thereto.

2.   Assembly Platform

2.1       Provision of Assembly Platform. Subject to the terms and conditions of this Agreement, Assembly will use commercially reasonable efforts to make the Assembly Platform available to Customer pursuant to this Agreement, and hereby grants Customer a non-exclusive right to access and use the Assembly Platform for Customer’s internal use and to integrate the Assembly Product with Customer’s products and services .

2.2       Data Processing Addendum. To the extent that Assembly processes any Personal Data (as defined in the DPA referenced below) contained in Customer Data that is subject to Data Protection Legislation (as defined in the DPA), on Customer’s behalf, in the provision of the Assembly Platform, the Data Processing Addendum (“DPA”) currently available at: https://www.assemblyai.com/legal/data-processing-addendum is hereby deemed incorporated herein by reference

2.3       Customer Limitations. The rights granted herein are subject to the following restrictions (the “License Restrictions”). Customer will not directly or indirectly:

(a)       reverse engineer, decompile, disassemble, modify, create derivative works of, or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive, the source code underlying the Assembly Platform;

(b)     attempt to probe, scan or test the vulnerability of the Assembly Platform, breach the security or authentication measures of the Assembly Platform without proper authorization or wilfully render any part of the Assembly Platform unusable;

(c)       attack, or attempt to attack, the Assembly Platform using a denial-of-service attack, a distributed denial-of-service attack or any other attack;

(d)       use or access the Assembly Platform to develop a product or service that is competitive with Assembly’s products or Product;

(e)       use the Assembly Platform to engage in any misleading or deceptive comparisons involving the Assembly Platform or other products or services; or

(f)      otherwise use the Assembly Platform (i) to engage in any illegal activity, (ii) to infringe or violate any third party rights, or (iii) otherwise outside the scope expressly permitted hereunder and in the applicable Order Form.

2.4      Customer Responsibilities. Customer will (a) be responsible for all use of the Assembly Platform under its account, (b) use commercially reasonable efforts to prevent unauthorized access to or use of the Assembly Platform and notify Assembly promptly of any such unauthorized access or use, and (c) be responsible for obtaining and maintaining any equipment, software and ancillary services needed to connect to, access or otherwise use the Assembly Platform, including as set forth in the Documentation. Customer will be solely responsible for its failure to maintain such equipment, software and services, and Assembly will have no liability for such failure.

2.5       Customer Support. Subject to the terms hereof, Assembly may (but has no obligation to) provide technical support services, through email in accordance with Assembly’s standard practice. Assembly’s technical support can be contacted as follows:

EMAIL

support@assemblyai.com

 

3.   Fees

3.1       Fees. If Customer has purchased a subscription or has otherwise agreed to pay any fees in an Order Form, Customer will pay Assembly the fees set forth in the applicable Order Form.

3.2       Payment. All fees are quoted and payable in United States dollars, all payment obligations are non-cancelable and, except as expressly set forth herein, all fees paid are non-refundable. If Customer has selected a payment plan and provided its payment information to Assembly, then Customer (a) represents and warrants to Assembly that such information is true and that Customer is authorized to use the payment instrument, (b) will promptly update its account information with any changes to its payment instrument information, and (c) hereby authorizes Assembly (including through its payment processor, in which case Customer hereby agrees to the applicable terms and policies of such payment processor) to bill your payment instrument in advance in accordance with the terms of the applicable payment plan. If Customer is paying the fees set forth in an Order Form by invoice, then all fees are due within thirty (30) days of the date of the invoice. If Customer is overdue on any payment and fail to pay within ten (10) business days of a written notice of your overdue payment, then Assembly may assess a late fee and/or suspend Customer’s account until Customer pays the amount Customer is overdue plus the late fee. The late fee will be either 1.5% per month, or the maximum amount allowable by law, whichever is less.

3.3       Net of Taxes. All applicable use, sales and other similar taxes and government charges will be payable by Customer. Customer will not withhold any taxes from any amounts due to Assembly.

4.   Proprietary Rights and Confidentiality

4.1       Assembly’s Ownership Rights. As between the parties, Assembly exclusively owns all right, title and interest in and to the Assembly Platform. Except for the express rights granted hereunder, Assembly reserves all rights, title and interests in and to the Assembly Platform and Assembly’s Confidential Information.

4.2       Feedback. Customer may from time to time provide Assembly suggestions or comments for enhancements or improvements, new features or functionality or other feedback (“Feedback”) with respect to the Assembly Platform. Assembly will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality. Assembly will have the full, unencumbered right, without any obligation to compensate or reimburse Customer, to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with its products and services.

4.3      Confidentiality. Each party agrees that it will use the Confidential Information of the other party solely in accordance with the provisions of this Agreement and it will not disclose, or permit to be disclosed, the same directly or indirectly, to any third party without the other party’s prior written consent, except as otherwise permitted hereunder. However, either party may disclose Confidential Information to its employees, officers, directors, attorneys, auditors, financial advisors and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with those of this Agreement; and as required by law (in which case the receiving party will provide the disclosing party with prior written notification thereof, will provide the disclosing party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law. Each party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure. In the event of actual or threatened breach of the provisions of this Section or the License Restrictions, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Agreement.

4.4       Aggregated Information. Notwithstanding anything to the contrary, Assembly shall have the right to aggregate, collect and analyze data and other information relating to the provision, use and performance of the Assembly Platform and shall be free (during and after the term hereof) to (i) use such data and other information to develop and improve the Assembly Platform and other Assembly offerings (including the right to train Assembly’s models), and (ii) disclose insights of such data in aggregated and anonymized format that does not identify Customer or any individual and other information. Customer may opt-out of the rights set forth in this Section 4.4 by providing written notice to data-opt-out@assemblyai.com.

5.   Warranties and Disclaimers

5.1       Customer. Customer warrants that it has all necessary rights and consents to provide any information, data (including Personal Data) or other materials that it provides hereunder, and to permit Assembly to use the same as contemplated hereunder.  Customer further warrants that it will not resell, or otherwise provide, the Assembly Product to its end-users as a stand-alone service.

5.2       Generated Content.  Certain features of the Assembly Product permits Customer to provide prompts, scripts, queries or other input (collectively, “Input”) to the Assembly Product in order to receive output generated and returned by the Assembly Product based on such Input (“Output”). Customer agrees not to state or suggest that Output was human-generated when it is not or generate any Output for an illegal purpose.  As between the parties, and to the extent permitted by applicable law, Customer owns all Output .  Customer is responsible for all Input and Output , including for ensuring that it does not violate any applicable law or these Terms.  Customer further acknowledges and agrees that, in addition to the limitations and restrictions set forth in these Terms, there are numerous limitations that apply with respect to artificial intelligence (AI)-generated Output due to the fact that it is automatically generated, including that (a) it may contain errors or misleading information, (b) AI systems are based on predefined rules and algorithms that lack the ability to think creatively and come up with new ideas and can result in repetitive or formulaic content, (c) AI systems can struggle with understanding the nuances of language, including slang, idioms, and cultural references, which can result in Output that is out of context or does not make sense, (d) AI systems do not have emotions and cannot understand or convey emotions in the way humans can, which can result in Output that lacks the empathy and emotion that humans are able to convey, (e) AI systems can perpetuate biases that are present in the data used to train them, which can result in Output that is discriminatory or offensive, (f) AI systems can struggle with complex tasks that require reasoning, judgment and decision-making, (g) AI systems require large amounts of data to train and generate content, and the data used to train AI systems may be of poor quality or biased, which will negatively impact the accuracy and quality of the generated Output, and (h) AI-generated Output can lack the personal touch that comes with content created by humans, which can make it seem cold and impersonal.

5.3       DISCLAIMER. THE ASSEMBLY PLATFORM AND ANY BETA SERVICES (AS DEFINED BELOW) IS PROVIDED “AS IS” TO THE FULLEST EXTENT PERMITTED BY LAW. ASSEMBLY HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE IN RELATION TO THE ASSEMBLY PLATFORM AND BETA SERVICES. WITHOUT LIMITING THE FOREGOING, ASSEMBLY DOES NOT WARRANT THAT THE ASSEMBLY PLATFORM OR BETA SERVICES WILL BE ERROR-FREE OR THAT IT WILL MEET ANY SPECIFIED SERVICE LEVEL, OR WILL OPERATE WITHOUT INTERRUPTIONS OR DOWNTIME. TO THE EXTENT THIS DISCLAIMER CONFLICTS WITH APPLICABLE LAW, THE SCOPE AND DURATION OF ANY APPLICABLE WARRANTY WILL BE THE MINIMUM PERMITTED UNDER THAT LAW.

5.4       BETA SERVICES. FROM TIME TO TIME, CUSTOMER MAY HAVE THE OPTION TO PARTICIPATE IN A PROGRAM WITH ASSEMBLY WHERE CUSTOMER GETS TO USE ALPHA OR BETA SERVICES, PRODUCTS, FEATURES OR DOCUMENTATION (COLLECTIVELY, “BETA SERVICES”) OFFERED BY ASSEMBLY. THE BETA SERVICES ARE NOT GENERALLY AVAILABLE AND ARE PROVIDED “AS IS”. CUSTOMER OR ASSEMBLY MAY TERMINATE CUSTOMER’S ACCESS TO THE BETA SERVICES AT ANY TIME.

6.   Indemnification

Customer will indemnify, defend and hold harmless Assembly against any claim made or brought against Assembly by a third party arising out of or relating to Customer’s, or Customer’s end-users, use or misuse of the Assembly Platform. Assembly will cooperate as reasonably required in the defense of any such claim, at Customer’s expense. Assembly reserves the right, at Customer’s expense, to retain separate counsel for itself in connection with any such claim or, if Customer has not responded reasonably to such claim, to assume the exclusive defense and control of such claim. Customer will also be liable to Assembly for any costs and attorneys’ fees Assembly incurs to successfully establish or enforce Assembly’s right to indemnification under this Section.

7.   Limitation of Liability

UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL ASSEMBLY BE LIABLE TO CUSTOMER FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST CONTENT OR DATA, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES, EVEN IF A REPRESENTATIVE OF ASSEMBLY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, OR (B) ANY AGGREGATE DAMAGES, COSTS OR LIABILITIES IN EXCESS OF THE AMOUNTS PAID BY CUSTOMER UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS PRECEDING THE INCIDENT OR CLAIM. THE FOREGOING PROVISIONS ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.

8.   Termination

8.1       Term. If you are a Customer that purchases access and use to the Assembly Platform on a month-to-month basis, the term of this Agreement will commence on the date these Terms are accepted by you and continue until your account is terminated as set forth below. If you are a Customer that has purchased a paid subscription to the Assembly Platform through a signed Order Form, the term of this Agreement will commence on date of the signed Order Form and continue until terminated as set forth below. The initial term of each Order Form will begin on the Order Form effective date of such Order Form and will continue for the subscription term set forth therein. Except as set forth in such Order Form, the term of such Order Form will automatically renew for successive renewal terms equal to the length of the initial term of such Order Form, unless either party provides the other party with written notice of non-renewal at least ninety (90) days prior to the end of the then-current term.

8.2       Termination and Suspension. You may terminate your account at any time by submitting a request to customer support at support@assemblyai.com. Assembly may terminate or suspend your account in the event you commit any material breach of any provision of this Agreement and fail to fix that breach within five (5) days after written notice of that breach. Assembly may also terminate or suspend your account immediately for cause if: (a) there is reason to believe the traffic created from your use of the Assembly Platform or your use of the Assembly Platform is fraudulent or negatively impacting the operating capability of Assembly Platform; or; or (b) subject to applicable law, upon your liquidation, commencement of dissolution proceedings, disposal of your assets or change of control, a failure to continue business, assignment for the benefit of creditors, or if you become the subject of bankruptcy or similar proceeding. If Assembly suspends your account, Assembly will make a reasonable attempt to notify you. Assembly may also terminate your access to any component of the Assembly Platform and/or your account (i) for convenience or (ii) if it determines, in its sole discretion, that providing the Assembly Platform is prohibited by law or has become impractical or unfeasible for any legal or regulatory reason; provided that if you have subscribed to any portion of the Assembly Platform, in Assembly’s election, either (i) such termination will be effective upon expiration of your subscription or (ii) Assembly will provide you with a pro rata refund of prepaid fees based on the amount of time remaining in your subscription term. Except as expressly set forth above, no refund will be provided in the event of any suspension or termination of your account or access to any component of the Assembly Platform.

8.3       Survival. Upon expiration or termination of this Agreement, all rights and obligations will immediately terminate except that any terms or conditions that by their nature should survive such termination will survive, including the License Restrictions and terms and conditions relating to proprietary rights and confidentiality, disclaimers, indemnification, limitations of liability and termination and the general provisions below.

9.    General

9.1       Export Compliance. Each party will comply with the export laws and regulations of the United States, European Union and other applicable jurisdictions in providing and using the Assembly Platform.

9.2       Publicity. Customer agrees that Assembly may refer to Customer’s name and trademarks in Assembly’s marketing materials, the Assembly Platform or Assembly’s website. Assembly will not use Customer’s name or trademarks in any other publicity (e.g., press releases, customer references and case studies) without Customer’s prior written consent (which may be by email).

9.3       Assignment; Delegation. Neither party hereto may assign or otherwise transfer this Agreement, in whole or in part, without the other party’s prior written consent, except that either party may assign this Agreement without consent to a successor to all or substantially all of its assets or business related to this Agreement. Any attempted assignment, delegation, or transfer by either party in violation hereof will be null and void. Subject to the foregoing, this Agreement will be binding on the parties and their successors and assigns.

9.4       Waiver. No waiver of any rights hereunder will be effective unless agreed to in writing by both parties. Any such waiver will be only to the specific provisions and under the specific circumstances for which it was given, and will not apply with respect to any repeated or continued violation of the same provision or any other provision. Failure or delay by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.

9.5       Relationship. Nothing contained herein will in any way constitute any association, partnership, agency, employment or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties.

9.6      Unenforceability. If a court of competent jurisdiction determines that any provision of this Agreement is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement will remain in full force and effect and bind the parties according to its terms.

9.7       Governing Law; Venue. This Agreement will be governed by the laws of the State of California, exclusive of its rules governing choice of law and conflict of laws. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.

9.8       Notices. Any notice required or permitted to be given hereunder will be given in writing by personal delivery, certified mail, return receipt requested, or by overnight delivery. Notices to Customer must be sent to Customer’s email or other address as set forth in Customer’s account information. Notices to Assembly must be sent to the following address: AssemblyAI, Inc., 2261 Market Street #4577, San Francisco, CA 94114, Attn: Legal.

9.9      Entire Agreement. This Agreement (including all Order Forms) comprises the entire agreement between Customer and Assembly with respect to its subject matter, and supersedes all prior and contemporaneous proposals, statements, sales materials or presentations and agreements (oral and written). No oral or written information or advice given by Assembly, its agents or employees will create a warranty or in any way increase the scope of the warranties in this Agreement.

9.10       Force Majeure. Excluding payment obligations, neither Party will be deemed in breach hereunder for any cessation, interruption or delay in the performance of its obligations due to causes beyond its reasonable control, including earthquake, flood, or other natural disaster, act of God, labor controversy, civil disturbance, terrorism, war (whether or not officially declared), cyber attacks (e.g., denial of service attacks), or the inability to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, regulation, judgment or decree.

9.11       Government Terms. Assembly provides the Assembly Platform, including related software and technology, for ultimate federal government end use solely in accordance with the terms of this Agreement. If Customer (or any of its customers) is an agency, department, or other entity of any government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Assembly Platform, or any related documentation of any kind, including technical data, software, and manuals, is restricted by the terms of this Agreement. All other use is prohibited and no rights than those provided in this Agreement are conferred. The Assembly Platform were developed fully at private expense.

9.12       Interpretation. For purposes hereof, “include”, “includes”, “including”, or any variation thereof shall always be construed as if followed by the words “without limitation”.