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

By using the Playground, you (“Customer”, “you”, “your”, “yours”) agree to be bound by these Playground Terms of Service (together with any referenced exhibits, addenda, and/or amendments, the “Playground Terms”) to the exclusion of all other terms. Each party to these Playground Terms may be individually referred to as a “Party” and collectively as the “Parties”.

If the individual accepting these Playground Terms is accepting on behalf of a company or other legal entity, such individual represents that they have the authority to bind such entity and its Affiliates to these Playground Terms, in which case the term “Customer” shall refer to such entity and its Affiliates. If the individual accepting these Playground Terms does not have such authority, or does not agree with these Playground Terms, such individual must not accept these Playground Terms and may not use the Playground.

1. DEFINITIONS

1.1 “Affiliate” 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 “AUP” means the Acceptable Use Policy covering permitted and prohibited uses of the Playground, herein incorporated in its entirety, provided by AssemblyAI and available at https://www.assemblyai.com/legal/acceptable-use-policy.

1.3 “Customer Data” 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 Playground, including all Inputs; provided that, for the purposes of clarity, Customer Data as defined herein does not include Usage Data.

1.4 “Documentation” means AssemblyAI’s end user documentation relating to the Playground made available to Customer by or on behalf of AssemblyAI, including such documentation available at https://www.assemblyai.com/docs.

1.5 “Harmful Code” 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.

1.6 “Input” 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 Playground, or otherwise provided or made available by any third party in connection with Customer’s use of the Playground, which generates an Output.

1.7 "Output” means any information generated by the Playground in response to an Input. For the avoidance of doubt, Usage Data (as defined below) shall not be deemed to be Output.

1.8 “Playground” means a test environment provided, or made accessible, by AssemblyAI, available at https://www.assemblyai.com/playground.

2. PROVISION AND USE OF THE PLAYGROUND

2.1 License Grant. Subject to Customer’s compliance with the terms and conditions of these Playground Terms, AssemblyAI grants Customer a non-exclusive, limited, personal, non-sublicensable, non-transferable right and license to access and use the Playground during the term of these Playground Terms for the internal business purposes of Customer, only as provided herein and only in accordance with the Documentation.

2.2 Access to and Use of the Playground. Customer shall (i) be responsible for all of its use of the Playground; (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the Playground, 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 Playground, including as may be described in the Documentation; (iv) ensure its use and access of the Playground, 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 these Playground Terms. Customer further agrees to not use the Playground, including processing of Inputs or use of the Outputs, in any way that is prohibited under any applicable law, or that could cause the Playground or any system with which the Playground is 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.

2.3 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 Playground (except to the extent applicable laws specifically prohibit such restriction); (ii) modify, translate, or create derivative works based on the Playground; (iii) copy, rent, lease, distribute, pledge, assign, sublicense, publish, or otherwise transfer or encumber rights to the Playground; (iv) use the Playground for the benefit of a third party or make the Playground available to any third party; (v) remove or otherwise alter any proprietary notices or labels from the Playground or any portion thereof; (vi) use or access the Playground 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 Playground or any activities conducted on the Playground; (viii) bypass any measures AssemblyAI may use to prevent or restrict access to the Playground; (ix) use or otherwise exploit the Playground 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 input, or any similar model that is developed, owned or operated by Customer or a third party; (x) use the Playground 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 Playground 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 Playground, including but not limited to uploading Customer Data and Inputs onto the Playground. 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 Playground in a manner that violates any third party’s privacy, intellectual property, contractual, or other proprietary rights.

3. PROPRIETARY RIGHTS AND LICENSES

3.1 Reservation of Rights. Subject to the limited rights expressly granted hereunder, AssemblyAI and its licensors reserve all of their right, title and interest in and to the Playground. No rights are granted to Customer hereunder other than as expressly set forth herein.

3.2 Feedback. Customer grants to AssemblyAI a worldwide, perpetual, irrevocable, royalty-free license to use, distribute, disclose, and make and incorporate into its any of its products and services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer relating to the operation of the Playground.

3.3 Customer Data. 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 reproduce, distribute, and otherwise use, display and exploit the Customer Data and perform all acts with respect to the Customer Data as may be necessary for AssemblyAI to provide, maintain, develop, and/or improve the Playground or any other AssemblyAI products or services, including without limitation to perform benchmarking and to train AssemblyAI’s artificial intelligence and machine learning models.

3.4 Output. 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 Playground may be similar to Output generated through another AssemblyAI’s customer’s use of the Playground, 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.

3.5 Usage Data. AssemblyAI will have the right to collect backend data concerning the provision, performance, availability, usage, integrity, or security of the Playground and any other related information, including without limitation, data used to identify the source and destination of any events or activity conducted using the Playground (“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.

3.6 De-Identified Data. 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 Playground, 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 3.6 shall limit, restrict, or otherwise affect AssemblyAI’s rights in Customer Data as set forth in Section 3.3.

4. WARRANTIES, DISCLAIMERS, AND LIABILITY LIMITS

4.1 Customer. 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 Playground only in compliance with these Playground Terms and all applicable laws, rules and regulations.

4.2 Disclaimers. EXCEPT AS EXPRESSLY SET FORTH HEREIN, ASSEMBLYAI DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. UNLESS OTHERWISE HEREIN PROVIDED, YOUR USE OF THE PLAYGROUND IS AT YOUR OWN RISK AND THE PLAYGROUND IS PROVIDED “AS IS” AND “AS AVAILABLE.”  ASSEMBLYAI MAKES NO WARRANTY OF ANY KIND THAT THE PLAYGROUND, 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.

4.3 Limitation of Liability. IN NO EVENT SHALL ASSEMBLYAI, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THESE PLAYGROUND TERMS 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, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING); (C) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), IN EACH CASE REGARDLESS OF WHETHER ASSEMBLYAI 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 THESE PLAYGROUND TERMS IN EXCESS OF ONE HUNDRED DOLLARS ($100).

5. INDEMNIFICATION

5.1 Customer’s Indemnification. Customer shall defend, hold harmless and indemnify AssemblyAI from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) incurred by AssemblyAI resulting from any claim, suit, action, or proceeding brought by an unaffiliated third party (“Claim”) that arises out of (a) Customer’s use of the Playground, including the provision of any Customer Data; (b) Customer Data, Inputs or Outputs; or (c) Customer’s breach of these Playground Terms.

6. TERMINATION

6.1 Termination. Customer may cease use of the Playground at any time. AssemblyAI may terminate (or suspend) Customer’s access to the Playground at any time, and any such termination shall immediately terminate these Playground Terms.

6.2 Survival. Upon any termination of these Playground Terms, all corresponding rights, obligations and licenses of the Parties shall cease, except that the provisions of Sections 1 (Definitions), 2.3 (Use Restrictions), 3 (Proprietary Rights and Licenses), 4.2 (Disclaimers), 4.3 (Limitation of Liability), 5 (Indemnification), 6.2 (Survival), and 7 (General Provisions) shall survive any such expiration or termination.

7. GENERAL PROVISIONS

7.1 Entire Agreement. These Playground Terms represent the entire agreement between Customer and AssemblyAI with respect to the subject matter hereof and supersede all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between Customer and AssemblyAI with respect thereto.

7‍‍.2 Publicity. Customer agrees that during the term of these Playground Terms, and consistent with any established branding conventions, AssemblyAI may reference Customer’s name, trademarks, and use of the Playground, 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.

7.3 Relationship of the Parties. Nothing in these Playground Terms constitutes or evidences any partnership, joint venture, employment, or agency relationship between the Parties.

7.4 No Third-Party Beneficiaries. These Playground Terms are solely between the Parties and does not confer any rights or remedies to any person or entity except as may be expressly provided herein.

7.5 Assignment. You may not assign or transfer any rights or obligations under these Playground Terms without the written consent of AssemblyAI. AssemblyAI may freely assign or transfer these Playground Terms without Customer’s consent. These Playground Terms will be binding on the Parties and their respective successors and assigns.

7.6 Amendment and Waiver. AssemblyAI reserves the right to modify or update these Playground Terms, in whole or in part, at any time in its sole discretion. Customer’s continued use of the Playground following such change will constitute Customer’s acceptance of such changes. These Playground Terms 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 these Playground Terms, 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 these Playground Terms will not be deemed a waiver of future enforcement of that or any other provision.

7.7 Equitable Relief. Customer acknowledges that a breach of Sections 3 (Proprietary Rights and Licenses) or 2.3 (Use Restrictions) may result in irreparable and continuing harm for which no adequate remedy at law exists, and that AssemblyAI 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).

7.8 Governing Law; Venue. These Playground Terms are governed by the laws of the State of Delaware, exclusive of its rules governing choice of law and conflict of laws, and the Parties consent to exclusive jurisdiction and venue in the state and federal courts located in New York, New York. These Playground Terms will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.

7.9 Notices. Except as otherwise set forth herein, all notices, demands, waivers, or other communications required or permitted under these Playground Terms (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 AssemblyAI shall be addressed to: AssemblyAI Inc. Attn: Legal Department, 2261 Market Street #4577, San Francisco, California 94114, with email notices directed to legal@assemblyai.com.

7.10 Interpretation and Severability. The Section or other provision titles in these Playground Terms 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 these Playground Terms as a whole. In the event that any provision of these Playground Terms is determined to be illegal or unenforceable, that provision will be limited or eliminated such that these Playground Terms will otherwise remain in full force and effect and enforceable.