API LICENSE AGREEMENT

BY CLICKING ON THE “ACCEPT” OR “SUBMIT” BUTTON, YOU OR THE ENTITY OR COMPANY THAT YOU REPRESENT (“LICENSEE”) ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY, ARE BECOMING A PARTY TO THIS ASSEMBLYAI API LICENSE AGREEMENT (THE “AGREEMENT”), AND ARE HEREBY REPRESENTING AND WARRANTING THAT YOU ARE AUTHORIZED TO BIND LICENSEE. YOUR DOWNLOAD OR CONTINUED USE OF ANY PORTION OF THE API (AS DEFINED BELOW) SHALL ALSO CONSTITUTE ASSENT TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE “DECLINE” BUTTON AND YOU WILL HAVE NO RIGHT TO USE THE API. IF THESE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS TO THE EXCLUSION OF ALL OTHER TERMS.

1. Account Registration.

In order to access AssemblyAI’s speech recognition application programming interface and related information and documentation AssemblyAI may provide (collectively, in the form provided by AssemblyAI, the “API”), Licensee may be required to create an account, and select a password and user name (Licensee’s “User ID”). Licensee promises to provide AssemblyAI with accurate, complete, and up-to-date registration information (including payment information, if applicable).

2. Free Trial Period.

If AssemblyAI opts (in its discretion) to make the API available to Licensee on a free trial basis (“Trial”), such Trial will end on the earlier of (a) the termination of this Agreement, or (b) the start date of any purchased service subscriptions ordered by Licensee for access to AssemblyAI’s API and related Service (as defined below) (“Purchased Service”).

3. License Grant.

Subject to Licensee’s compliance with all terms and conditions of this Agreement, AssemblyAI hereby grants Licensee a limited, personal, non-sublicensable, non-transferable, nonexclusive license to use AssemblyAI’s API, for the sole purpose of allowing Licensee to build software applications (each an “App”) that communicate with AssemblyAI’s proprietary speech recognition service (the “Service”). For clarity, users of Licensee’s App(s) are not permitted to access the API, and further, AssemblyAI is not and shall not be liable to any such users in connection with the API and/or Service. Licensee will enter into an agreement with each user of Licensee’s App(s) that is no less protective of AssemblyAI, the API, and the Service than the provisions set forth herein (including without limitation, the restrictions set forth in Section 4).

4. Restrictions.

Licensee shall not (and shall not authorize or encourage any third party, including any user of the App(s) to), directly or indirectly: (i) rent, lease, loan, sell, sublicense, assign, or otherwise transfer any rights in or to the API and/or the Service; (ii) clone the API, or use the API to build an application programming interface, application or product that is competitive with any AssemblyAI product or service; (iii) remove any proprietary notices from the API (or any portion thereof); (v) decompile, reverse engineer, disassemble, or derive the source code, underlying ideas, concepts or algorithms of the API and/or the Service (except as and only to the extent the foregoing restrictions are expressly prohibited by applicable statutory law); (vi) modify or create derivative works of the API and/or Service; or (vii) use any AssemblyAI product or service in connection with or relating to any information that is, or could reasonably be expected to be, protected by the Health Insurance Portability and Accountability Act (“HIPAA”), the Children’s Internet Protection Act (“CIPA”), the Children’s Online Privacy Protection Action (“COPPA”) and/or the Family Educational Rights and Privacy Act (“FERPA”).

5. Intellectual Property Rights.

As between the parties, AssemblyAI owns all right, title, and interest (and all related moral rights and intellectual property rights) in and to the API, including any copies and derivative works thereof. No rights or licenses are granted except as expressly and unambiguously set forth herein. If Licensee provides AssemblyAI with any feedback regarding the API or any of AssemblyAI’s other products and/or services (including any suggestions, improvements, enhancements, and/or feature requests), Licensee hereby assigns to AssemblyAI all right, title, and interest thereto (including any intellectual property rights therein).

6. Confidentiality.

a. Confidentiality. Each party (the “Disclosing Party”) has disclosed or may disclose to the other party (the “Receiving Party”) certain proprietary business, technical or financial information relating to such party’s business, technology and/or operations (“Confidential Information”). For clarity, the API and any information derived therefrom is Confidential Information of AssemblyAI. The Receiving Party agrees (i) to use commercially reasonable efforts to protect such Confidential Information; (ii) not to use any such Confidential Information, except to exercise its rights or fulfill its obligations hereunder; and (iii) not to disclose (or allow access to) the Confidential Information to anyone except to its employees, contractors and agents who are developing the App(s), have a “need to know” such information and who are bound by non-use and non-disclosure obligations at least as protective of the Confidential Information as those set forth herein (“Representatives”). The Receiving Party will be responsible and liable for any breach of the restrictions of this Section 6 by its Representatives or anyone to whom it discloses Disclosing Party’s Confidential Information. For clarity, Licensee Confidential Information includes any personally identifiable information about Licensee’s customers or users of the Apps that may disclosed, collected, or stored in connection with use of the API hereunder (“Licensee Personal Information”).


b. Exceptions.The confidentiality and non-use restrictions set forth in this Section 6 do not apply to the extent any information that (i) is or becomes (through no breach of this Agreement by the Receiving Party) available to the public, (ii) was in the Receiving Party’s possession or known by it prior to receipt from the Disclosing Party, (iii) was rightfully disclosed to the Receiving Party by a third party, or (iv) was independently developed by the Receiving Party. Further, nothing herein restricts either party from making disclosures to the extent required by law or court order. Notwithstanding anything to the contrary, AssemblyAI may freely use and exercise all rights in any aggregated or anonymized information disclosed, collected or stored in connection with use of the API (including usage metrics regarding App users and Licensee Personal Information that has been de-identified) (“Aggregate Data”), including by using Aggregate Data to improve Assembly AI’s products and services. Aggregate Data is not Licensee’s Confidential Information.

7. Export Capability.

During the term of this Agreement, Licensee may use the functionality of the API and/or Service to create an exportable data file containing the audio recordings of App users and the automatic transcription generated by AssemblyAI of such audio collected via the Service, related to App users’ use of the App(s), that is then-available in Licensee’s account (the “Data File”). Licensee understands and agrees that AssemblyAI has no obligation to recover any particular information that has been deleted. As between the parties, Licensee is solely responsible and liable for its use of the Data File in any manner (including without limitation for any disputes with any App users regarding such use).

8. API Updates.

If AssemblyAI provides Licensee with any upgrades, patches, enhancements, or fixes for the API, then all items that are so provided will become part of the API, respectively, and subject to this Agreement. Notwithstanding the foregoing, AssemblyAI shall have no obligation under this Agreement to provide any such upgrades, patches, enhancements, fixes or any other support for the API or the Service.

9. Compatibility.

Each App must maintain 100% compatibility with the API and the Service (including changes provided to Licensee by AssemblyAI, which shall be implemented in each App promptly thereafter. If any App uses or implements an outdated version of the API, Licensee acknowledges and agrees that such App may not be able to communicate with the Service. Licensee agrees not to modify, extend, subset or superset the API to any extent. Licensee understands that AssemblyAI may cease support of old versions or releases of the API, which may affect the functioning of the Apps.

10. Indemnification.

To the fullest extent allowed by applicable law, Licensee agrees to indemnify and hold AssemblyAI, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) Licensee’s use of the API and/or Service (including any actions taken by a third party using Licensee’s account), (b) Licensee’s breach of the restrictions identified in Section 4 of this Agreement, and (c) any complaint or dispute made or brought by any App user in connection with use of the API and/or Service.

11. Payment of Fees for Purchased Service.

a. Fees. Licensee will pay the fees for the API set forth on the Fee Schedule available at https://assemblyai.com/account/. [If unable to access the Fee Schedule, please contact AssemblyAI at support@assemblyai.com.] All fees will be in U.S. dollars and are non-refundable. AssemblyAI will have the right, in its sole discretion, from time to time or at any time to change such fees with 15 days’ notice to Licensee. New fees will apply for the next thirty (30) day cycle.


b. Payment Terms. Licensee agrees to provide AssemblyAI information regarding Licensee’s credit card or other payment instrument during registration. Licensee represents and warrants to AssemblyAI that such information is true and that Licensee is authorized to use the payment instrument. Licensee will promptly update Licensee’s account information with any changes that may occur. Licensee hereby authorizes AssemblyAI to bill Licensee’s payment instrument for each thirty (30) day cycle in accordance with the Fee Schedule, and Licensee further agrees to pay any charges so incurred. If payment of any undisputed fees are not made when due and payable, a late fee will accrue at the rate of the lesser of one and one-half percent (1.5%) per month or the highest legal rate permitted by law. If any past due undisputed payment has not been received by AssemblyAI within thirty (30) days from the time such payment is due, AssemblyAI may suspend access to the API until such payment is made.

12. Warranties; WARRANTY DISCLAIMER.

a. Licensee represents, warrants, and covenants that it has all rights necessary to (i) disclose Licensee Confidential Information and any other information disclosed, collected, or stored hereunder in connection with the API and/or the Service, and (ii) permit AssemblyAI to use any such information or Licensee Confidential Information in the manner described herein.

b. ASSEMBLYAI PROVIDES THE API AND THE SERVICE AND ANYTHING ELSE PROVIDED HEREUNDER (INCLUDING THE DATA FILE) “AS IS” AND WITHOUT WARRANTY OF ANY KIND, AND HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, RELIABILITY, NON-INFRINGEMENT, AND/OR THAT USE OF THE API AND/OR SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. LICENSEE SHALL NOT MAKE ANY WARRANTIES TO ANY THIRD PARTY (INCLUDING WITHOUT LIMITATION TO ANY APP USERS) ON ASSEMBLYAI’S BEHALF.

13. LIMITATION OF LIABILITY.

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, SHALL ASSEMBLYAI OR ITS LICENSORS, SUPPLIERS OR RESELLERS BE LIABLE TO LICENSEE OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, OR DAMAGES RESULTING FROM LICENSEE’S USE OF THE API AND/OR SERVICE. ASSEMBLYAI’S LIABILITY FOR DAMAGES OF ANY KIND WHATSOEVER ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED THE LESSER OF (i) $1000 OR (ii) THE FEES PAID AND/OR PAYABLE TO ASSEMBLYAI HEREUNDER IN THE THREE MONTH PERIOD ENDING ON THE DATE THAT A CLAIM OR DEMAND IS FIRST ASSERTED. THE FOREGOING WILL NOT APPLY TO DAMAGES FOR BODILY INJURY THAT, UNDER APPLICABLE LAW, CANNOT BE SO LIMITED. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF LICENSEE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSION MAY NOT APPLY TO LICENSEE.

14. Term; Termination.

This Agreement may be terminated by either party for any reason or no reason upon fifteen (15) days’ notice to the other party, or immediately upon notice of any breach of the provisions of this Agreement by either party to the other. If Licensee is a Purchased Service user, Licensee agrees to make all payments for any use of the Purchased Service prior to any termination of this Agreement. The provisions of Sections 4 and 11-14 of this Agreement will survive any termination or expiration.

15. Miscellaneous.

Except as expressly provided below, all notices to be provided under this Agreement shall be given in writing (a) as to the Licensee, at the email address provided by Licensee upon registration of Licensee’s User ID, and (b) as to AssemblyAI, at support@assemblyai.com This Agreement represents the complete agreement concerning the subject matter hereof between the parties and supersedes all prior agreements and representations between them. AssemblyAI reserves the right to modify this Agreement from time to time upon notice to Licensee (via email or by posting a notice to the page where Licensee accesses its API account); if Licensee does not agree with this Agreement as so modified, its only remedy shall be to terminate this Agreement by providing notice to AssemblyAI. Any use of or access to the API and/or Service in any manner whatsoever following a notice of modification of this Agreement shall constitute acceptance of the Agreement as so modified. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of AssemblyAI to act with respect to a breach of this Agreement by Licensee or others does not constitute a waiver and shall not limit AssemblyAI’s rights with respect to such breach or any subsequent breaches. This Agreement is personal to Licensee and may not be assigned or transferred for any reason whatsoever without AssemblyAI’s consent and any action or conduct in violation of the foregoing shall be void and without effect. AssemblyAI expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder. This Agreement shall be governed by and construed under California law as such law applies to agreements between California residents entered into and to be performed within California. The sole and exclusive jurisdiction and venue for actions arising under this Agreement shall be the State and Federal courts in San Francisco, California; Licensee hereby agrees to service of process in accordance with the rules of such courts. The party prevailing in any dispute under this Agreement shall be entitled to its costs and legal fees.