End User License Agreement

PLEASE READ THIS END USER LICENSE AGREEMENT (“EULA”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY ASSEMBLYAI INC. (“COMPANY”). BY (1) CLICKING A BOX INDICATING ACCEPTANCE OR (2) ACCESSING OR USING THE SERVICES (AS DEFINED BELOW), YOU (“CUSTOMER”) AGREE TO BE BOUND BY THIS EULA TO THE EXCLUSION OF ALL OTHER TERMS. IF THE INDIVIDUAL ACCEPTING THIS EULA 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. IF THE INDIVIDUAL ACCEPTING THIS EULA DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THIS EULA, SUCH INDIVIDUAL MUST NOT ACCEPT THIS EULA AND MAY NOT USE THE SERVICES.

1. License Grant.  Customer may access and use the products and services offered by Company (the “Services”) made available to Customer by or on behalf of Company, whether directly or through a reseller, distributor, or other partner of Company (a “Reseller”) that has been authorized by Company to make the Services available to its own customers. Subject to Customer’s compliance with the terms and conditions of this EULA, Company grants Customer a non-exclusive, limited, personal, non-sublicensable, non-transferable right and license to access and use the Services during the period the Services are made available to Customer for the internal business purposes of Customer, only as provided herein and only in accordance with the documentation relating to the Services made available to Customer by or on behalf of Company or the applicable Reseller.
2. Use Restrictions. 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 the Services, 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 Company or its licensors 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 information generated by the Services in response to inputs from Customer (such information, “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 this EULA. Customer shall ensure its use and access of the Services complies with Company’s Acceptable Use Policy, available at https://www.assemblyai.com/legal/acceptable-use-policy, as may be updated by Company from time to time (the “AUP”). Customer is responsible for all of Customer’s activity in connection with the Services, including but not limited to uploading Customer Data (as defined below) onto the Services. Customer shall not (A) upload, transmit, or otherwise provide any information or materials, including Customer Data, that contain, transmit, or activate any virus, worm, malware, or other malicious 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 computer, software, firmware, hardware, system, or network (“Harmful Code”); (B) use the Services in a manner that violates any third party’s privacy, intellectual property, contractual or other proprietary rights; and (C) use the Service, including processing of Customer Data 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.
3. Reservation of Rights; Feedback; Usage Data. Subject to the limited rights expressly granted hereunder, Company 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. Customer grants to Company 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. Company and its licensors 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”). Company and its licensors 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. Third-Party Integrations. The Services may contain features designed to interoperate with third-party products, services, or platforms not provided by Company (“Third-Party Integrations”). To use such features, Customer may be required to obtain access to such Third-Party Integrations from their providers, and may be required to grant Company access to Customer’s account(s) on such Third-Party Integrations. Company does not guarantee the continued availability of any Third-Party Integration, and may cease providing access to any Third-Party Integration without entitling Customer to any refund, credit, or other compensation, if, for example and without limitation, the provider of a Third-Party Integration ceases to make it available for interoperation in a manner acceptable to Company. Company does not control and is not responsible for any Third-Party Integration or for any data transmitted to or from a Third-Party Integration, and Customer’s use of any Third-Party Integration is subject to the separate terms and privacy practices of the applicable third party.
5. Biometric Addendum. To the extent Customer opts into the speaker diarization feature or any other feature of the Services that involves the Processing of Biometric Data (as such terms are defined in Company’s Biometric Data Addendum, available at https://www.assemblyai.com/legal/biometric-data-addendum, as may be updated by Company from time to time (the “Biometric Addendum”)) (each, a “Biometric Feature”), such use is subject to the Biometric Addendum, which is hereby incorporated into and forms part of this EULA by reference. Customer shall comply with the Biometric Addendum and all applicable Biometric Data Laws (as defined in the Biometric Addendum) in connection with any use of a Biometric Feature, including by providing all notices and obtaining all consents required by applicable Biometric Data Laws prior to enabling any Biometric Feature.
6. Customer Data. Depending on how Company makes the Services available to the applicable Reseller and/or how such Reseller makes the Services available to Customer, Company may receive access to Customer Data, in which case this Section 6 shall apply. Customer shall retain all right, title and interest in and to the 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 (collectively, “Customer Data”), including all intellectual property rights therein; provided that, for the purposes of clarity, Customer Data as defined herein does not include Usage Data. Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. Unless otherwise agreed between Company and the applicable Reseller, Customer hereby grants to Company 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 testing, evaluation, and benchmarking, and (iii) to train AssemblyAI’s artificial intelligence and machine learning models.
7. Output. Customer acknowledges that Output may contain errors and misstatements and may be incomplete or inaccurate, and that Output generated through Customer’s use of any artificial intelligence-powered components of the Services may be similar to Output generated through another Company 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.
8. Warranties. Customer represents and warrants that it (a) has all rights and/or consents necessary to provide the Customer Data to Company 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 EULA and all applicable laws, rules and regulations.
9. Disclaimers. COMPANY AND ITS LICENSORS DISCLAIM 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. THE SERVICES AND OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE.”  NEITHER COMPANY NOR ITS LICENSORS MAKES ANY WARRANTY OF ANY KIND THAT THE SERVICES, THE THIRD-PARTY INTEGRATIONS, THE OUTPUT, 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 THIRD-PARTY INTEGRATIONS, SOFTWARE, SYSTEM OR OTHER PLATFORM, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. COMPANY IS NOT RESPONSIBLE OR LIABLE FOR ANY THIRD-PARTY INTEGRATION, DOES NOT GUARANTEE THE CONTINUED AVAILABILITY THEREOF OR ANY INTEGRATION THEREWITH, AND MAY CEASE MAKING ANY SUCH INTEGRATION AVAILABLE IN ITS SOLE DISCRETION. COMPANY MAY OFFER PRODUCTS, FEATURES, OR SERVICES IDENTIFIED AS AN “ALPHA” OR “BETA” VERSION, “PRE-GA” OR “PRE-RELEASE,” OR SIMILARLY DESIGNATED AS NOT YET GENERALLY AVAILABLE (“PRE-GA PRODUCTS”). PRE-GA PRODUCTS ARE PROVIDED ON A VOLUNTARY, “AS-IS” BASIS, ARE NOT SUITABLE FOR PRODUCTION USE, AND COMPANY PROVIDES NO INDEMNITIES, SERVICE-LEVEL COMMITMENTS, OR REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT THERETO, AND CUSTOMER’S ACCESS TO AND USE OF ANY PRE-GA PRODUCT IS ENTIRELY AT CUSTOMER’S OWN RISK.
10. Limitation of Liability. IN NO EVENT SHALL COMPANY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, LICENSORS, 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 EULA 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); (C) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), IN EACH CASE REGARDLESS OF WHETHER COMPANY 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 EULA THAT EXCEED (IN THE AGGREGATE) THE FEES PAID (OR PAYABLE) BY CUSTOMER FOR THE SERVICES IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER.
11. Indemnification. Customer shall defend, hold harmless and indemnify Company and its licensors from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) resulting from any claim, suit, action, or proceeding brought by an unaffiliated third party that arises out of (a) Customer Data; or (b) Customer’s breach of this EULA.
12. Confidentiality.  Customer acknowledges that Company may disclose or make available to Customer nonpublic information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information (“Proprietary Information”).  During and after the term of this EULA, Customer shall hold in confidence and protect, and shall not use (except as expressly authorized by this EULA) or disclose, except to Customer’s employees who have a need to know the Proprietary Information for Customer to exercise its rights or perform its obligations hereunder, Proprietary Information, unless such Proprietary Information becomes part of the public domain without breach of this EULA by Customer, its officers, directors, employees or agents.
13. Termination. Company may terminate (or suspend access to) Customer’s use of the Services at any time and for any reason in sole Company’s discretion. Customer acknowledges that Customer’s access to the Services may also terminate or be suspended as a result of the expiration or termination of the applicable Reseller’s own agreement with Company, and that Company has no obligation to Customer to maintain, extend, or provide notice of any such expiration or termination beyond what is expressly stated herein. Upon termination of this EULA for any reason, all corresponding rights, obligations and licenses of the parties shall cease, except that (a) Customer shall cease using, destroy and remove from all computers, hard drives, networks and other storage media all copies of the Services; and (b) the provisions of Sections 2, 3 and 5 through 15 (inclusive) shall survive any such termination.
14. Relationship to Reseller. If Customer accesses or uses the Services through a Reseller, Customer acknowledges and agrees that: (a) this EULA governs solely Customer’s use of and access to the Services and Company’s underlying intellectual property rights therein, and does not govern or otherwise apply to any commercial terms (including pricing, billing, support, service levels, or refunds) between Customer and the Reseller, which are governed solely by Customer’s separate agreement with the Reseller; (b) Company is not a party to, and has no obligations or liability under, any agreement between Customer and the Reseller; (c) the Reseller is not an agent, employee, or representative of Company, and has no authority to bind Company or to make any representation or warranty on Company’s behalf; and (d) in the event of any conflict between this EULA and Customer’s separate agreement with the Reseller regarding the subject matter of this EULA, this EULA shall control solely as it relates to Customer’s use of and access to the Services and Company’s underlying intellectual property rights therein.
15. General. This EULA represents the entire agreement between Company and Customer with respect to the subject matter hereof, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Company and Customer with respect thereto.  The EULA shall be governed by and construed in accordance with the laws of the State of Delaware, excluding its conflicts of law rules, and the parties consent to exclusive jurisdiction and venue in the state and federal courts located in Wilmington, Delaware.  All notices under this EULA shall be in writing and shall be deemed to have been duly given when receipt is electronically confirmed, if transmitted by e-mail.  All notices to Company must be directed to legal@assemblyai.com.  Company reserves the right to modify or update this EULA, in whole or in part, at any time in its sole discretion.  Customer’s continued use of the Services following such change will constitute Customer’s acceptance of such changes.  This EULA may not otherwise be amended or modified, except by a written agreement executed by both parties.  Customer may not assign or transfer any rights or obligations under this EULA without the written consent of Company. Company may freely assign or transfer its rights and obligations under this EULA.  This EULA will be binding on the parties and their respective successors and permitted assigns. No agency, partnership, joint venture, or employment relationship is created as a result of this EULA and neither party has any authority of any kind to bind the other in any respect.  Customer acknowledges and agrees that due to the unique nature of the Proprietary Information, there may be no adequate remedy at law for any breach of its obligations hereunder, and therefore, that upon any such breach or threat thereof, Company shall be entitled to seek injunctions and other appropriate equitable relief in addition to whatever remedies it may have at law.  In any action or proceeding to enforce rights under this EULA, the prevailing party shall be entitled to recover costs and attorneys’ fees.  If any provision of this EULA 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 either party to act with respect to a breach of this EULA by the other party shall not constitute a waiver and shall not limit such party’s rights with respect to such breach or any subsequent breaches.