Welcome to AssemblyAI. Before accessing or using any Services offered by AssemblyAI Inc. (“AssemblyAI”, “us”, “we”, “our”), please read the following Terms of Service carefully.

‍

By (1) executing or otherwise accepting one or more online order forms with AssemblyAI which reference these Terms of Service (each, and “Order Form”), (2) clicking a box indicating acceptance, or (3) using the Services, you (“Customer”, “you”, “your”, “yours”) agree to be bound by these Terms of Service (together with any referenced exhibits, addenda, amendments, and/or Order Forms, the “Agreement”) to the exclusion of all other terms. Each party to this Agreement may be individually referred to as a “Party” and collectively as the “Parties”.

‍

If the individual accepting this Agreement 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 this Agreement, in which case the term “Customer” shall refer to such entity and its Affiliates. If the individual accepting this Agreement does not have such authority, or does not agree with this Agreement, such individual must not accept this Agreement and may not use the Services.

‍

<div class="gray-line"></div>

1.<span class="indent">&nbsp;</span>DEFINITIONS

1.1<span class="indent"></span>"<u>Affiliate</u>" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

‍

1.2<span class="indent"></span>"<u>AUP</u>" means the Acceptable Use Policy covering permitted and prohibited uses of the Platform, herein incorporated in its entirety, provided by AssemblyAI and available at https://www.assemblyai.com/legal/acceptable-use-policy.

‍

‍1.3<span class="indent"></span>“<u>BAA</u>” means the Business Associate Addendum and Qualified Service Organization Agreement available at: www.assemblyai.com/legal/business-associate-agreement, which shall be deemed effective and incorporated into this Agreement only upon mutual execution pursuant to Section 9 of the BAA.

‍‍

1.4<span class="indent"></span> “<u>Confidential Information</u>” is any information disclosed by a Party (“<u>Disclose</u>r”) to the other Party (“<u>Recipient</u>”) that is identified as confidential at the time of disclosure or that a reasonable person would consider, from the nature of the information and the circumstances of the disclosure, to be confidential. Confidential Information does not include information that (i) at the time of disclosure or thereafter becomes generally known to the public through no fault of the Recipient; (ii) was already rightfully known by the Recipient prior to disclosure by the Discloser, as shown by the Recipient’s business records; (iii) is at any time independently developed by the Recipient without use of, reference to, or reliance upon the Discloser’s Confidential Information, as shown by the Recipient’s business records; or (iv) is rightfully disclosed to the Recipient by a third party which did not directly or indirectly obtain such data or information subject to any confidentiality obligation.

‍

1.5<span class="indent"></span>“<u>Customer Data</u>” means any information, data, and other content, in any form or medium, that is submitted, posted, transmitted, or otherwise made available by or on behalf of Customer through the Services, including all Inputs; provided that, for the purposes of clarity, Customer Data as defined herein does not include Usage Data.

‍

1.6<span class="indent"></span>“<u>Documentation</u>” means AssemblyAI’s end user documentation relating to the Services made available to Customer by or on behalf of AssemblyAI, including such documentation available at https://www.assemblyai.com/docs.

‍

1.7<span class="indent"></span> “<u>DPA</u>” means the Data Protection Agreement available at: www.assemblyai.com/legal/data-processing-addendum, which, to the extent applicable, is incorporated herein by reference.

‍

1.8<span class="indent"></span> “<u>Harmful Code</u>” means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data processed thereby.

‍

1.9<span class="indent"></span>“<u>Input</u>” means any prompts, scripts, queries, or other input provided or made available by or on behalf of Customer or its end users, or otherwise provided or made available to the Platform, or otherwise provided or made available by any third party in connection with Customer’s use of the Services, which generates an Output.

‍

1.10<span class="indent"></span>“<u>Output</u>” means any information generated by the Platform in response to an Input, including transcript files produced by the Platform, transcriptions streamed with low latency in response to spoken Input, and generated data made directly available to Customer and specific to a given speech intelligence feature. For the avoidance of doubt, Usage Data (as defined below) shall not be deemed to be Output.

‍

1.11<span class="indent"></span>“<u>Platform”</u> means the platform developed by AssemblyAI and provided to Customer pursuant to this Agreement.

‍

1.12<span class="indent"></span>“<u>SLA</u>” means the Service Level Agreement available at: www.assemblyai.com/legal/service-level-agreement, which may be updated from time to time.

‍

1.13<span class="indent"></span>“<u>Services</u>” means the services to be provided by AssemblyAI to Customer pursuant to this Agreement, and includes the Platform, related support services, other products and services as described in applicable Order Forms, and access to and use of the AssemblyAI website(s).

2.<span class="indent">&nbsp;</span>PROVISION AND USE OF THE SERVICES

2.1<span class="indent"></span><u>Order Forms; License Grant</u>. Unless a separate Order Form is mutually executed by the Parties in writing, the Order Form set forth in Exhibit A attached hereto shall apply as a default. Such applicable Order Form(s) shall be incorporated into and form part of the Agreement. For the avoidance of doubt, any Order Form mutually executed by the Parties in writing shall nullify and supersede the Order Form set forth in Exhibit A, unless the Parties otherwise agree in writing. For each Order Form, subject to Customer’s compliance with the terms and conditions of this Agreement, AssemblyAI grants Customer a non-exclusive, limited, personal, non-sublicensable, non-transferable right and license to access and use the Services during the Term for the internal business purposes of Customer, only as provided herein and only in accordance with the Documentation.

‍

2.2<span class="indent"></span><u>Support; Updates</u>. AssemblyAI shall use commercially reasonable efforts to provide the support services set forth in the SLA. From time to time, AssemblyAI may provide upgrades, patches, enhancements, or fixes for the Services to its customers generally without additional charge (“Updates”), and such Updates will become part of the Services and subject to this Agreement; provided that, AssemblyAI shall have no obligation under this Agreement or otherwise to provide any such Updates. Customer understands that AssemblyAI may make improvements and modifications to the Services at any time in its sole discretion; provided that, AssemblyAI shall use commercially reasonable efforts to give Customer reasonable prior notice of any major changes.

‍

2.3<span class="indent"></span><u>Access to and Use of the Services</u>. Customer shall (i) be responsible for all use of the Services under its account; (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services and shall notify AssemblyAI promptly of any such unauthorized access or use; (iii) be responsible for obtaining and maintaining any equipment, software, and ancillary services needed to connect to, access, or otherwise use the Services, including as may be described in the Documentation; (iv) ensure its use and access of the Services, and any associated Inputs and Outputs, complies with the AUP; and (v) be responsible for all Inputs and Outputs, including the responsibility to ensure that these do not violate any applicable law or this Agreement. Customer further agrees not to use the Services, including processing of Inputs or use of the Outputs, in any way that is prohibited under any applicable law, or that could cause the Services or any system with which the Services are integrated, connected, or communicates, to be classified as a “high risk” artificial intelligence system under applicable law, including without limitation for the purposes of Article 6(1) or Annex III (as amended or supplemented from time to time) of the EU AI Act (EU) 2024/1689.

‍

2.4<span class="indent"></span><u>Use Restrictions</u>. Customer shall not (and shall not permit any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services (except to the extent applicable laws specifically prohibit such restriction); (ii) modify, translate, or create derivative works based on the Services; (iii) copy, rent, lease, distribute, pledge, assign, sublicense, publish, or otherwise transfer or encumber rights to the Services; (iv) use the Services for the benefit of a third party or make the Services available to any third party; (v) remove or otherwise alter any proprietary notices or labels from the Services or any portion thereof; (vi) use or access the Services to develop a product or service that is competitive with any AssemblyAI product or service, or engage in competitive analysis or benchmarking; (vii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (viii) bypass any measures AssemblyAI may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services); (ix) use or otherwise exploit the Services or any Output to develop, train, optimize or improve the functionality or performance of any speech-to-text, text-to-speech, speech-language-model, speech-to-speech model, or large language model that takes audio as inputs, or any similar model that is developed, owned or operated by Customer or a third party; (x) use the Services or any Output for automated decision-making or profiling purposes, as such or similar terms are defined under applicable law; or (xi) otherwise use the Services in violation of any applicable law, rule or regulation or outside the scope expressly permitted by AssemblyAI. Customer is responsible for all of Customer’s activity in connection with the Services, including but not limited to uploading Customer Data and Inputs onto the Services. Customer (A) shall not upload, transmit or otherwise provide any information or materials, including Customer Data, that contain, transmit, or activate any Harmful Code, and (B) shall not use the Services in a manner that violates any third party’s privacy, intellectual property, contractual or other proprietary rights.

‍

2.5<span class="indent"></span><u>Customer Cooperation</u>. Customer acknowledges that AssemblyAI’s provision of the Services is dependent on Customer providing timely cooperation (including providing access to Customer’s systems, personnel, cooperation, and materials, if reasonably required) and performing any activities as may be specified in an applicable Order Form.

‍

3.<span class="indent">&nbsp;</span>FEES

3.1<span class="indent"></span><u>Fees; Overdue Amounts</u>. Customer shall pay AssemblyAI all fees specified in an Order Form (“Fees”) on or before the due dates indicated in the associated invoices. Fees are quoted in and payable in United States dollars (unless otherwise specified), exclusive of applicable taxes. Unless otherwise provided herein or in an applicable Order Form, paid Fees are not refundable, and Customer’s payment obligations are neither cancelable nor subject to proration for partial months of service. If any invoiced amount is not received by AssemblyAI by the due date and provided such overdue amount is not subject to a good faith dispute, then without limiting AssemblyAI’s rights or remedies, (a) those charges may accrue late interest at the rate of one percent (1%) of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) AssemblyAI may suspend Customer’s access to the Services until Customer’s account is brought current, including the payment of any accrued interest charges.

‍

3.2<span class="indent"></span><u>Taxes</u>. Customer shall be solely responsible for payment of all taxes, except for those taxes based on the income of AssemblyAI. Customer shall not withhold any taxes from any amounts due to AssemblyAI.

‍

4.<span class="indent">&nbsp;</span>PROPRIETARY RIGHTS AND LICENSES

4.1<span class="indent"></span><u>Reservation of Rights</u>. Subject to the limited rights expressly granted hereunder, AssemblyAI and its licensors reserve all of their right, title and interest in and to the Services. No rights are granted to Customer hereunder other than as expressly set forth herein.

‍

4.2<span class="indent"></span><u>Feedback</u>. Customer grants to AssemblyAI a worldwide, perpetual, irrevocable, royalty-free license to use, distribute, disclose, and make and incorporate into its Services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer relating to the operation of the Services.

‍

4.3<span class="indent"></span><u>Customer Data</u>. Customer shall retain all right, title and interest in and to the Customer Data, including all intellectual property rights therein. Customer, not AssemblyAI, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. Customer hereby grants to AssemblyAI a non-exclusive, royalty-free, worldwide license to: (a) use and modify the Customer Data for the purposes of providing the Services to Customer; and (b) use, modify reproduce, distribute, display and otherwise exploit the Customer Data for the purposes of maintaining, developing and/or improving the Services, including without limitation, (i) to further develop the Platform or other AssemblyAI products and services, (ii) to perform benchmarking, and (iii) to train AssemblyAI’s artificial intelligence and machine learning models. For information on how to opt-out of AssemblyAI’s use of Customer Data for purposes of training its artificial intelligence and machine learning models (to the extent applicable to Customer’s pricing plan), please visit: https://www.assemblyai.com/docs/faq/how-to-opt-out-of-data-sharing-for-our-model-improvement-program.

‍

4.4<span class="indent"></span><u>Output</u>. Customer acknowledges that Output may contain errors and misstatements and may be incomplete or inaccurate. Due to the nature of artificial intelligence, it is possible that Output generated through Customer’s use of any artificial intelligence-powered components of the Services may be similar to Output generated through another AssemblyAI’s customer’s use of the Services, or that the same input may result in different Output from one use to the next. Before leveraging any Output, Customer is responsible for making its own determination that the Output is suitable, and Customer is solely responsible for any reliance on the accuracy, completeness, or usefulness of any Output. Customer may not: (a) use any automated or programmatic method to extract data or Output or to circumvent limits on Output, including scraping, web harvesting, or web data extraction; or (b) represent that any Output is human-generated.

‍

4.5<span class="indent"></span><u>Usage Data</u>. AssemblyAI will have the right to collect backend data concerning the provision, performance, availability, usage, integrity, or security of the Services and any other related information, including without limitation, data used to identify the source and destination of any events or activity conducted using the Services (“Usage Data”). AssemblyAI shall own all right, title and interest in and to Usage Data, and may use, modify disclose, and otherwise exploit such Usage Data for any of its business purposes.

‍

4.6<span class="indent"></span><u>De-Identified Data</u>. Customer expressly grants AssemblyAI permission to use and modify (but not disclose) Customer Data for the purposes of generating data that is in a de-identified form (“Deidentified Data”) and may freely use, retain and make available such data for any purpose, including, but not limited to product improvement, training, testing, benchmarking and marketing of the Services, and training of AssemblyAI’s artificial intelligence and machine learning models. For the avoidance of doubt, Deidentified Data shall not be deemed Customer Data. AssemblyAI shall own all right, title and interest in and to Deidentified Data. Nothing in this Section 4.6 shall limit, restrict, or otherwise affect AssemblyAI’s rights in Customer Data as set forth in Section 4.3.

‍

5.<span class="indent">&nbsp;</span>WARRANTIES, DISCLAIMERS, AND LIABILITY LIMITS

5.1<span class="indent"></span><u>Mutual</u>. Each Party represents and warrants that: (a) it is a duly organized and validly existing under the laws of the jurisdiction in which it is organized; (b) it has full power and authority, and has obtained all approvals, permissions and consents necessary, to enter into this Agreement, to perform its obligations and to grant the rights hereunder; (c) this Agreement is legally binding upon it and enforceable in accordance with its terms; and (d) the execution, delivery and performance of this Agreement does not and will not conflict with any agreement, instrument, judgment or understanding, oral or written, to which it is a party or by which it may be bound.

‍

5.2<span class="indent"></span><u>AssemblyAI’s Warranty</u>. AssemblyAI warrants that the Platform will operate materially in accordance with the Documentation during the Term. In the event that the Platform fails to satisfy this warranty, AssemblyAI will, at its own expense, as Customer’s sole and exclusive remedy, repair the Platform so that it materially conforms to the Documentation.

‍

5.3<span class="indent"></span><u>Customer’s Warranty</u>. Customer represents and warrants that it (a) has all rights and/or consents necessary to provide the Customer Data and Inputs to AssemblyAI as contemplated hereunder, in each case without any infringement, violation or misappropriation of any third party rights (including, without limitation, intellectual property rights and rights of privacy), and (b) will use the Services only in compliance with this Agreement and all applicable laws, rules and regulations.

‍

5.4<span class="indent"></span><u>Disclaimers</u>. EXCEPT AS EXPRESSLY SET FORTH HEREIN, EACH PARTY 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. UNLESS OTHERWISE HEREIN PROVIDED, YOUR USE OF THE SERVICES IS AT YOUR OWN RISK AND THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”  ASSEMBLYAI MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER PLATFORM, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ASSEMBLYAI IS NOT RESPONSIBLE OR LIABLE FOR ANY THIRD-PARTY PRODUCTS PROVIDED WITH, INTEGRATED WITH, OR INCORPORATED INTO THE SERVICES, DOES NOT GUARANTEE THE CONTINUED AVAILABILITY THEREOF OR ANY INTEGRATION THEREWITH, AND MAY CEASE MAKING ANY SUCH INTEGRATION AVAILABLE IN ITS SOLE DISCRETION.

‍

5.5<span class="indent"></span><u>PRE-GA PRODUCT RELEASES</u>. ASSEMBLYAI MAY OFFER PRODUCTS, FEATURES, SERVICES, OR OTHER CONTENT THAT IS IDENTIFIED AS AN “ALPHA” OR “BETA” VERSION, “PRE-GA” OR “PRE-RELEASE”, OR ANOTHER IDENTIFIER THAT INDICATES THAT THE ITEM IS NOT YET GENERALLY-AVAILABLE (“PRE-GA PRODUCTS”). SUCH PRE-GA PRODUCTS ARE PROVIDED TO CUSTOMERS ON A VOLUNTARY USE BASIS; SUCH PRODUCTS ARE NOT SUITABLE FOR PRODUCTION USE AND ARE PROVIDED “AS-IS” ON A TEMPORARY BASIS. FOR PRE-GA PRODUCTS, ASSEMBLYAI PROVIDES NO INDEMNITIES; SERVICE-LEVEL COMMITMENTS; REPRESENTATIONS OR WARRANTIES (EXPRESS OR IMPLIED), INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR ANY PARTICULAR PURPOSE. ACCORDINGLY, CUSTOMER’S ACCESS TO AND USE OF A PRE-GA PRODUCT IS ENTIRELY AT CUSTOMER’S OWN RISK. CUSTOMER ASSUMES ALL RISK AND RESPONSIBILITY WITH RESPECT THERETO. IN NO EVENT WILL ASSEMBLYAI BE LIABLE FOR ANY SUCH USE OR DAMAGES WHATSOEVER ARISING OUT OF OR RELATED TO THE USE OF OR ACCESS TO PRE-GA PRODUCTS. CUSTOMER IS HEREBY ADVISED TO SAFEGUARD IMPORTANT DATA, USE CAUTION WHEN ACCESSING OR USING PRE-GA PRODUCTS, AND NOT TO RELY ON IN ANY WAY THE CORRECT FUNCTIONING OR PERFORMANCE OF ANY PRE-GA PRODUCT.

‍

‍5.6<span class="indent"></span><u>Limitation of Liability</u>. EXCEPT FOR CUSTOMER’S INDEMNIFICATION OBLIGATIONS, OR CUSTOMER’S BREACH OF SECTION 7 OR SECTION 2.4, IN NO EVENT SHALL EITHER PARTY, 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 THIS AGREEMENT FOR ANY (A) LOST PROFITS, DATA LOSS, BREACH OF DATA OR SYSTEM SECURITY, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (B) SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING);OR SUBSTITUTE GOODS OR SERVICES; (C) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), IN EACH CASE REGARDLESS OF WHETHER A PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE; OR (D) DIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT THAT EXCEED (IN THE AGGREGATE) THE FEES PAID (OR PAYABLE) BY CUSTOMER TO ASSEMBLYAI UNDER THE APPLICABLE ORDER FORM(S) IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER.

6.<span class="indent">&nbsp;</span>INDEMNIFICATION

‍6.1<span class="indent"></span><u>AssemblyAI’s Indemnification</u>. AssemblyAI shall defend, hold harmless and indemnify Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) (“Losses”) incurred by Customer resulting from any claim, suit, action, or proceeding brought by an unaffiliated third party (“Claim”) against Customer alleging that the use of the Platform as permitted hereunder infringes or misappropriates a United States patent, copyright, or trade secret. If the use of the Platform by Customer has become, or in AssemblyAI’s sole opinion is likely to become, the subject of any claim of infringement, Customer agrees to permit AssemblyAI, at AssemblyAI’s sole discretion: to (a) procure for Customer the right to continue using the Platform as set forth hereunder; or (b) replace or modify the Platform to make it non-infringing (with comparable functionality). If AssemblyAI determines that neither option is reasonably commercially practicable, AssemblyAI may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately upon written notice to Customer. In the event of such termination, AssemblyAI will provide a pro-rata portion of any prepaid Fees corresponding to the terminated portion(s) of the applicable Order Form(s) term(s). This Section 6.1 will not apply, and AssemblyAI will have no liability or obligation with respect to, any Claim which is based in whole or significant part on (A) compliance with designs, guidelines, plans, or specifications provided by Customer; (B) use of the Platform by Customer in a manner that does not comply with this Agreement; (C) modification of the Platform by or on behalf of Customer; (D) Customer Data, including Customer’s Confidential Information; or (E) the combination, operation, or use of the Platform with other products or services (collectively, “Excluded Claims”). THIS SECTION 6.1 STATES ASSEMBLYAI’S SOLE AND EXCLUSIVE LIABILITY AND OBLIGATION, AND CUSTOMER’S EXCLUSIVE REMEDY, FOR ANY ACTUAL, THREATENED OR ALLEGED CLAIMS OF ANY NATURE RELATED TO INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY.

‍

6.2<span class="indent"></span><u>Customer’s Indemnification</u>. Customer shall defend, hold harmless and indemnify AssemblyAI from and against any Losses resulting from any Claim (a) that is an Excluded Claim; or (b) that arises out of Customer’s breach of this Agreement.

‍

6.3<span class="indent"></span><u>Procedures</u>. Any claim for indemnification hereunder requires that the indemnified Party provide to the indemnifying Party: (a) prompt written notice of any Claim (provided that a failure to provide such notice shall only relieve the indemnifying Party of its indemnity obligations if such Party is materially prejudiced by such failure); (b) the option to assume sole control over the defense and settlement of any Claim (provided that the indemnified Party may participate in such defense and settlement at its own expense); and (c) reasonable information and assistance in connection with such defense and settlement (at the indemnifying Party’s expense). The indemnifying Party may not settle a Claim that requires a materially adverse act or admission by the indemnified Party without the indemnified Party’s written consent (such consent not to be unreasonably delayed, conditioned or withheld).

‍

7.<span class="indent">&nbsp;</span>CONFIDENTIALITY

7.1<span class="indent"></span><u>Confidentiality Obligations</u>. Recipient agrees to strictly maintain the confidentiality of Discloser’s Confidential Information, and employ an appropriate degree of care (but no less than reasonable care under the circumstances) to prevent the unauthorized disclosure or acquisition of such Confidential Information. Either Party may be the Discloser or Recipient as circumstances determine. Recipient may not (a) use Discloser’s Confidential Information, except to perform Recipient’s activities under this Agreement, or as otherwise expressly agreed to in writing by Discloser; (b) reverse-engineer, decompile any software, or disassemble any tangible objects embodying any of Discloser’s Confidential Information; or (c) disclose or otherwise make available any of Discloser’s Confidential Information to any third party except those of its employees, officers, contractors, and advisors who have a need to know such Confidential Information in order to perform Recipient’s activities under this Agreement (“Representatives”). Recipient will be responsible for all the acts and omissions of its Representatives as they relate to Confidential Information hereunder. Notwithstanding the foregoing, Recipient may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that Recipient shall first have given written notice to Discloser and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under this Agreement, including to make required court filings. Upon expiration or termination of the Agreement, Recipient shall promptly return to Discloser all copies, whether in written, electronic, or other form or media, of Discloser’s Confidential Information, or destroy all such copies and certify in writing to Discloser that such Confidential Information has been destroyed. Recipient’s obligations of non-use and non-disclosure with regard to Confidential Information are effective as of the Effective Date and will survive any termination or expiration of this Agreement.

8.<span class="indent">&nbsp;</span>TERM

8.1<span class="indent"></span><u>Term of Agreement</u>. This Agreement will commence on the date Customer first accepts it and will continue thereafter until all Order Forms have expired or have been terminated, unless terminated earlier (the “Term”). Each Order Form will immediately terminate upon the termination of this Agreement.

‍

8.2<span class="indent"></span><u>Term of Order Forms</u>. The term of each Order Form shall be as specified therein (each, a “Service Term”), and shall renew as set forth in each applicable Order Form.

‍

8.3<span class="indent"></span><u>Termination for Cause</u>. Either Party may terminate this Agreement or an Order Form for cause (a) upon thirty (30) days written notice to the other Party of a material breach if such breach remains uncured at the expiration of such period; or (b) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. If this Agreement is terminated by Customer in accordance with this Section 8.3, AssemblyAI will refund Customer any prepaid Fees covering the remainder of the term of all Order Forms after the effective date of termination. If this Agreement is terminated by AssemblyAI in accordance with this Section 8.3, Customer will pay any unpaid Fees covering the remainder of the term of all Order Forms to the extent permitted by applicable law. In no event will termination relieve Customer of its obligation to pay any Fees payable to AssemblyAI for the period prior to the effective date of termination.

‍

‍8.4<span class="indent"></span><u>Termination for Convenience</u>. Unless otherwise provided in an applicable Order Form, either Party may terminate this Agreement or any Order Form for convenience upon written notice to the other Party if, in each case subject to the terms of this Agreement: (a) the Service Term for any applicable Order Form is designated as “Unfixed,” (b) there is no end date for an active term for Services, or (c) there is no active term for Services pursuant to an Order Form. If any of the foregoing scenarios in (a) – (c) apply, any termination for convenience will be effective (i) thirty (30) days after receipt of Customer’s notice by AssemblyAI; or (ii) ninety (90) days after receipt of AssemblyAI’s notice by Customer. Upon termination or expiration of either this Agreement or any Order Form pursuant to this Section, any unpaid remainder of the Spend Commitment, or other unpaid amounts owed for Services, will then become due in full and AssemblyAI shall invoice such remainder amount to Customer.

‍

‍8.5<span class="indent"></span><u>Refund or Payment upon Termination</u>. If this Agreement or any Order Form is terminated by Customer in accordance with Section 8.3 or by AssemblyAI in accordance with Section 8.4, AssemblyAI will refund Customer any prepaid Fees covering the remainder of the term of the applicable Order Form(s) after the effective date of termination. If this Agreement is terminated by AssemblyAI in accordance with Section 8.3 or by Customer in accordance with Section 8.4, Customer will pay any unpaid Fees covering the remainder of the term of the applicable Order Form(s), including any unpaid remainder of the Spend Commitment. In no event will termination relieve Customer of its obligation to pay any Fees payable to AssemblyAI for the period prior to the effective date of termination.

‍

‍8.6<span class="indent"></span><u>Survival</u>. Upon any expiration or termination of any Order Form or this Agreement, all corresponding rights, obligations and licenses of the Parties shall cease, except that (a) all obligations that accrued prior to the effective date of termination (including without limitation, all payment obligations) shall survive; (b) Customer shall cease using, destroy and remove from all computers, hard drivers, networks and other storage media all copies of the Services (if Customer continues to use the Services, then AssemblyAI reserves the right to continue to charge Customer); and (c) the provisions of Sections 1 (Definitions), 2.4 (Use Restrictions), 3 (Fees), 4 (Proprietary Rights and Licenses), 5.4 (Disclaimers), 5.6 (Limitation of Liability), 6 (Indemnification), 7 (Confidentiality), 8.6 (Survival), and 9 (General Provisions) shall survive any such expiration or termination.

‍

9.<span class="indent">&nbsp;</span>GENERAL PROVISIONS

9.1<span class="indent"></span><u>Entire Agreement</u>. This Agreement (including all Order Forms) represents 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. The Parties agree that any term or condition stated in a Customer purchase order or in any other Customer order documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) these Terms of Service, and (3) the Documentation.‍

‍

‍9.2<span class="indent"></span><u>Publicity</u>. Customer agrees that during the term of this Agreement, and consistent with any established branding conventions, AssemblyAI may reference Customer’s name, trademarks, and use of the AssemblyAI Services, including in AssemblyAI’s marketing materials, sales and other business presentations; for AssemblyAI internal business purposes; and on AssemblyAI’s website, unless Customer expressly and in writing prohibits such references.

‍

9.3<span class="indent"></span><u>Relationship of the Parties</u>. Nothing in this Agreement constitutes or evidences any partnership, joint venture, employment, or agency relationship between the Parties.

‍

9.4<span class="indent"></span><u>No Third-Party Beneficiaries</u>. This Agreement is solely between the Parties and does not confer any rights or remedies to any person or entity except as may be expressly provided herein.

‍

9.5<span class="indent"></span><u>Assignment</u>. Neither Party will have the right or ability to assign or transfer any rights or obligations under this Agreement without the written consent of the other Party. Notwithstanding the foregoing, either Party may assign or transfer this Agreement, and any Order Forms executed pursuant to its terms without the other Party’s written consent in connection with a restructuring, merger, or consolidation, or sale of all or substantially all of such Party’s assets to which this Agreement relates. This Agreement will be binding on the Parties and their respective successors and assigns.

‍

9.6<span class="indent"></span><u>Amendment and Waiver</u>. AssemblyAI reserves the right to modify or update this Agreement, in whole or in part, at any time in its sole discretion. AssemblyAI will use commercially reasonable efforts to notify Customer of any material changes in advance of the effective date of any such change. Customer’s continued use of the Services following such change will constitute Customer’s acceptance of such changes. This Agreement may not otherwise be amended or modified, except by a written agreement executed by both Parties. Any such amendment, alteration, or change will in no way affect the other terms and conditions of the Agreement, which in all other respects will remain unmodified and in full force and effect. 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.

‍

9.7<span class="indent"></span><u>Equitable Relief</u>. The Parties acknowledge that a breach of any of the provisions of Sections 4 (Proprietary Rights and Licenses) or 7 (Confidentiality), or Customer’s breach of Section 2.4 may result in irreparable and continuing harm for which no adequate remedy at law exists, and that the non-breaching Party will be entitled to seek injunctive relief, a decree for specific performance, and/or such other equitable relief as may be appropriate (including monetary damages).

‍

9.8<span class="indent"></span><u>Governing Law; Venue</u>. This Agreement is 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. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.

‍

9.9<span class="indent"></span><u>Notices</u>. Except as otherwise set forth herein, all notices, demands, waivers, or other communications required or permitted under this Agreement (collectively, “Notices”) must be in writing and will be effective upon (i) personal delivery, (ii) the second business day, if delivered by certified mail or overnight delivery, or (iii) the day notice is sent, if sent by email. Notices to Customer shall be sent to the address listed on the most recent Order Form. Notices to AssemblyAI shall be addressed to: AssemblyAI, Inc. Attn: Legal Department, 169 Madison Ave STE 38365, New York, NY 10016, with email notices directed to legal@assemblyai.com.

‍

9.10<span class="indent"></span><u>Export Controls</u>. The Services may utilize software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. Customer shall not, directly or indirectly, export, re-export, or release the Services or the underlying software or technology to or make the Services or the underlying software or technology accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Services or the underlying software or technology available outside the US.

‍

9.11<span class="indent"></span><u>Force Majeure</u>. Except for payment obligations, neither Party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such Party’s reasonable control, including, without limitation, the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes lock-outs or labor disruptions; any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts (collectively, a “Force Majeure Event”).

‍

‍9.12<span class="indent"></span><u>Interpretation and Severability</u>. The Section or other provision titles in this Agreement are for convenience of reference only and do not in any manner affect the construction or meaning of anything herein contained or govern the rights or liabilities of the Parties hereto. The words “include,” “includes,” and “including” shall be deemed to be followed by the words “without limitation”. The word “or” is not exclusive. The words “herein,” “hereof,” “hereto,” and “hereunder” refer to this Agreement as a whole. In the event that any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated such that this Agreement will otherwise remain in full force and effect and enforceable.

‍

<div class="gray-line"></div>

ORDER FORM

1.<span class="indent"></span>ORDER

1.1<span class="indent"></span><u>Order Summary<u>.

‍

‍

1.2<span class="indent"></span><u>Order Terms</u>.  This Order Form (“<u>Order Form</u>”) between Customer and AssemblyAI is hereby attached to and made part of the Terms of Service entered into between AssemblyAI and Customer, available at https://www.assemblyai.com/legal/terms-of-service. Capitalized terms not defined in this Order Form will have the meanings defined in the Terms of Service. Unless otherwise stated in the Terms of Service, in the event of a conflict between the terms of the Terms of Service and those in this Order Form, the terms in this Order Form will control.

‍

1.3<span class="indent"></span><u>Services and Fees</u>. AssemblyAI shall make the Platform and Support Services available to Customer throughout the Service Term (as defined in Section 2). In exchange, as of the Order Start Date, Customer agrees to pay AssemblyAI fees (“Fees”) based on Customer’s actual utilization of Services (“PAYG Basis”) calculated at the rates detailed in the Appendix A Fee Schedule (“Fee Schedule”). AssemblyAI shall invoice Customer for such Fees as per the Invoice Schedule and Customer shall pay said invoices within the Payment Term. The Fee Schedule may be modified during the Service Term by mutual written agreement of the Parties (email will suffice).

‍

1.4<span class="indent"></span><u>Spend Commitment</u>. If Customer has agreed to a non-zero Spend Commitment, any use by Customer of the Services will first be counted against the Spend Commitment balance, until such time as such Spend Commitment is satisfied. Customer will be invoiced per the Commit Schedule for the Spend Commitment over a one (1) year period, with each such invoice due within the Payment Term. If Customer depletes its Spend Commitment balance before the Spend Commitment amount is fully invoiced by AssemblyAI, the remaining amount will be accelerated and will be invoiced to Customer, with such invoice due within the Payment Term. At the end of the Service Term, any unused Spend Commitment will expire and will not roll over into a new Service Term.

‍

2.<span class="indent"></span>TERM

2.1<span class="indent"></span><u>Term</u>. The term of this Order Form (“Service Term”) commences on the Order Start Date, and continues for the duration of the Service Term set forth above (“Initial Term”), unless terminated earlier. Treatment of renewal terms under this Order Form is subject to the Terms of Service, unless otherwise herein provided. Upon termination or expiration of this Order Form, any unpaid remainder of the Spend Commitment, or other unpaid amounts owed for Services, will then become due in full and AssemblyAI shall invoice such remainder amount to Customer. Notwithstanding the foregoing, where the Service Term is designated “Unfixed”, and there is a non-zero Spend Commitment, the term ends when AssemblyAI has provided Platform Services to Customer in a quantity equivalent to the Spend Commitment (“Commit Period”).

‍

2.2<span class="indent"></span><u>Term Renewals</u>. If Renewal is designated “Not Automatic”, the term does not renew upon expiration or termination. If Renewal is designated “Automatic”:

‍

<span class="indent-2"></span>a. Where the Service Term is not “Unfixed”, at the expiration of the Initial Term, the Order Form will automatically renew for subsequent terms matching the Initial Term. Either Party may opt out of automatic renewal by providing written notice to the other Party thirty (30) days prior to the end of the then-current term. Following receipt of a valid opt-out notification, the Order Form will end at the end of the term. Where there is a non-zero Spend Commitment, subject to this Section, upon Customer’s satisfying the Spend Commitment before the end of the term, Customer’s further use of Services for the duration of the remaining term will be invoiced on a PAYG Basis charged based on the Fee Schedule.

‍

<span class="indent-2"></span>b. Where the Service Term is designated "Unfixed", and a non-zero Spend Commitment, upon completion of the Initial Term Commit Period, the Order Form will automatically renew for subsequent terms matching the conditions of the Initial Term, including refreshing the Spend Commitment. Each Party may provide written notice of non-renewal prior to the completion of a Commit Period. Following receipt of a valid opt-out notification, the Order Form will end at the end of the term.

‍

2.3<span class="indent"></span><u>Termination by Convenience</u>. Either Party may terminate this Order Form for its convenience by providing written notice (email shall suffice). Such termination for convenience will be effective (i) thirty (30) days after receipt of Customer’s notice by AssemblyAI; or (ii) ninety (90) days after receipt of AssemblyAI’s notice by Customer.

‍

3.<span class="indent"></span>ORDER-SPECIFIC TERMS

Not applicable

‍

APPENDIX A: FEE SCHEDULE

The covered services and fees for this Order Form will be in accordance with what's listed in the Customer's Account Portal. Unless otherwise stated in the Customer's Account Portal, there is a $0 Spend Commitment for this Order Form.

‍