Pindrop Security Services and API Evaluation Agreement
BY ACCESSING THE SERVICES YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.
1. Definitions. As used in this Agreement:
a. “Affiliate” means a company, corporation, individual, partnership or other legal entity that directly or indirectly controls, is controlled by, or is under common control with a Party to this Agreement.
b. ”API” means application programming interface(s) and any related documentation or other materials made available by Pindrop to You, either on its website (www.pindrop.com) or provided directly.
c. ”API Key” means the security key Pindrop makes available for you to access the API.
d. ”Pindrop Marks” means Pindrop’s proprietary trademarks, trade names, branding, or logos made available for use in connection with the API pursuant to this Agreement.
e. “Party” and “Parties” means a party to this Agreement – i.e., Pindrop or You;
f. “Personal Data” means information that is identifiable to an individual, or when used in conjunction with other information, can identify an individual. Examples of Personal Data include, but are not limited to: audio and/or video recordings, name, address, phone number, email address, personal identification number (e.g. driver’s license number, taxpayer identification number, etc.), financial data (e.g., credit card number), medical information, biometric data, race, etc.;
g. “Pindrop Technology” means all of Pindrop’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to You by Pindrop in connection with this Agreement, including the API, API Key, Services, Outputs, and any related documentation.
h. “Outputs” means the data or information portion of a Pindrop Services that are created and/or generated using Pindrop proprietary technology and applicable to the Service’s analysis of Your inputs.
j. “User(s)” means Your employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by You (or by Pindrop at Your request); and
k. ”Your Applications” means any applications developed by you to interact with the API or Services.
2. License Grants.
a. Subject to and conditioned on your compliance with all terms and conditions set forth in this Agreement, we hereby grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the Term (defined below) of the Agreement to: (a) use the API solely for your internal business purposes in developing Your Applications that will communicate and interoperate with the Services; (b) access and use the Services solely for evaluation of the Services; (c) use, copy and reproduce the Outputs for your internal business purposes and only in connection with evaluation of the Services and development of Your Application; and (d) display Pindrop Marks in compliance with usage guidelines that we may specify from time to time solely in connection with the use of the API and the Applications and not in connection with the advertising, promotion, distribution, or sale of any other products or services.
b. You acknowledge that there are no implied licenses granted under this Agreement. We reserve all rights that are not expressly granted. You may not use the API, API Key, Services or any Pindrop Mark for any other purpose without our prior written consent. Pindrop will provide you an API Key to use and access the API. You may not share your API Key with any third party, must keep your API Key and all log-in information secure, and must use the API Key as your sole means of accessing the API. Your API Key may be revoked at any time by us.
d. You grant to Pindrop, its Affiliates and applicable subcontractors a worldwide, limited license during the Term to collect, use, record, host, transmit and process any audio submitted to Pindrop by You or Your Application as necessary to provide, maintain and support the Services in accordance with this Agreement and the applicable documentation. You further grant to Pindrop, its Affiliates and applicable subcontractors a worldwide, unlimited license to collect, use, and store any device metadata submitted to Pindrop by You or Your Application as necessary to provide, maintain and support the Services, and for development, testing and support of new products and services.
3. Limitations on Use and Your Responsibilities.
b. You acknowledge that the Services as provided to you are hosted in locations dependent on where you are domiciled as described in Section 14 (Contracting Entity; Governing Law, Services Location). Consequently, you are required to follow applicable legal requirements if the use of the API and Services will result in the international transfer of Personal Data.
c. You must not disclose to any third party the results of any evaluation of the Pindrop Technology performed by or on behalf of You (e.g., any monitoring of its availability, performance or functionality, or any other benchmarking) without the prior written approval of Pindrop, provided that if you are accessing the Pindrop Technology on behalf of and at the request of Your employer, you may share your results with Your employer.
d. Except as expressly authorized under this Agreement, You must not: (a) copy, modify, or create derivative works of the API, in whole or in part; (b) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available Pindrop Technology to any third party in any way; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of any Pindrop Technology, in whole or in part; (d) remove any proprietary notices or Pindrop Marks from any Pindrop Technology; (e) use Pindrop Technology in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law (f) use Pindrop Technology to build a product or service that competes with any Pindrop Service, or to replicate or attempt to replace the user experience of any Service; (g) design or permit Your Applications to disable, override, or otherwise interfere with any Service; (h) attempt to cloak or conceal your identity or the identity of Your Applications when requesting authorization to use the API; or (i) aid or otherwise assist in any manner a person or third party in planning or performing the actions prohibited in (a)-(h).
e. You must not use any Pindrop Technology in connection with or to promote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in spyware, adware, or other malicious programs or code, counterfeit goods, items subject to U.S. embargo, unsolicited mass distribution of email (”spam”), multi-level marketing proposals, hate materials, hacking, surveillance, interception, or descrambling equipment, libelous, defamatory, obscene, pornographic, abusive, or otherwise offensive content, stolen products, and items used for theft, hazardous materials, or any illegal activities.
f. You are responsible for all activity occurring under Your user account. You must: (a) notify Pindrop promptly of any unauthorized use of any password or account or any other known or suspected breach of security with respect to Your Application where such breach may impact the API, API Key or Services, including any loss or misappropriation of any login credentials provided to you by Pindrop; and (b) report to Pindrop promptly, and use reasonable efforts to promptly stop, any copying, distribution or other misuse of any Pindrop Technology of which You or Your Users become aware.
5. No Support; Updates. This Agreement does not entitle you to any support for the API, Services or any other Pindrop Technology. You acknowledge that we may update or modify the API and Services from time to time and at our sole discretion (in each instance, an “Update”), and may require you to obtain and use the most recent version of the same. Updates may adversely affect how Your Applications communicate with Pindrop Services. You are required to make any changes to the Applications that are required for integration as a result of such Update at your sole cost and expense. Your continued use of the API following an Update constitutes binding acceptance of the Update.
7. No Fees. You acknowledge and agree that no license fees or other payments will be due under this Agreement in exchange for the rights granted under this Agreement. You acknowledge and agree that this fee arrangement is made in consideration of the mutual covenants set forth in this agreement, including, without limitation, the disclaimers, exclusions, and limitations of liability set forth herein. Notwithstanding the foregoing, we reserve the right to start charging for access to and use of the API, Services or Outputs at any time.
8. Intellectual Property Ownership; Feedback. You acknowledge that, as between you and us, (a) we own all right, title, and interest, including all intellectual property rights, in and to the Pindrop Marks and Pindrop Technology, including the API, API Key, Services, and Outputs and (b) you own all right, title, and interest, including all intellectual property rights, in and to Your Applications, excluding the aforementioned rights in Section 7(a). You will use commercially reasonable efforts to safeguard the API and Services (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. You will promptly notify us if you become aware of any infringement of any intellectual property rights in the API or Services and will fully cooperate with us, in any legal action taken by us to enforce our intellectual property rights. You agree that your use of the Pindrop Marks in connection with this Agreement will not create any right, title, or interest in or to the Pindrop Marks in favor of you, and all goodwill associated with the use of the Pindrop Marks will inure to the benefit of Pindrop. If you or any of your employees, contractors, and agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the API and/or the Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (”Feedback”), all such Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and on behalf of your employees, contractors, and agents, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.
a. As used herein, “Confidential Information” refers to non-public financial, technical, commercial or other information or tangible materials concerning the business and affairs of the Party to this Agreement that discloses such information hereunder (each a “Disclosing Party”) to the Party that receives such information hereunder (each a “Receiving Party”), including, without limitation, any information which a reasonable person in the relevant industry should understand to be confidential based on the nature of the information and all relevant context. For the avoidance of doubt, Confidential Information with respect to Pindrop includes non-public technical information regarding the Service or Pindrop Technology.
b. Confidential Information does not include information that: (a) becomes generally available to the public other than as a result of a disclosure by the Receiving Party; (b) was available to the Receiving Party on a non-confidential basis prior to its disclosure by the Disclosing Party or in connection with the performance by the Disclosing Party of its obligations under this Agreement; (c) becomes lawfully available to the Receiving Party on a non-confidential basis from an independent third party; or (d) is independently developed by the Receiving Party without use of any of Disclosing Party’s Confidential Information.
c. The Receiving Party must not use any of the Disclosing Party’s Confidential Information for any purpose other than in performance with the terms of this Agreement. Except to the extent expressly permitted by this section, each Receiving Party shall not disclose to any third party any Confidential Information of the Disclosing Party received in anticipation of, or in connection with the performance of, this Agreement, without the prior written consent of the Disclosing Party. For purposes of the preceding sentence, however, “third party” does not include any Affiliates, employees, attorneys, accountants, other professional advisors (each a “Representative”), as long as (a) the Receiving Party is responsible for any non-compliance with this Agreement by Representative, and (b) such Representative (i) has a commercially reasonable need for access to such Confidential Information in connection with the Purpose, and (ii) is under contractual confidentiality obligations substantially equivalent to the confidentiality terms set forth herein.
d. A disclosure by the Receiving Party of any of the Disclosing Party’s Confidential Information (a) in response to a valid order or other legal process issued by a court or other governmental body having jurisdiction, (b) as otherwise required by law, or (c) necessary to establish the rights of either Party under this Agreement will not be a breach of this Agreement if, to the extent legally permitted, the Receiving Party gives the Disclosing Party prompt written notice and reasonable cooperation so the Disclosing Party may seek to prevent or limit such disclosure.
e. Each Receiving Party’s confidentiality obligations with respect to the Disclosing Party’s Confidential Information shall remain in effect for five (5) years after the expiration or termination of this Agreement, except for that information that is considered “trade secret” information for which the obligation of confidentiality as related to such trade secret information shall be indefinite.
10. Warranty Disclaimer and Limitation of Liability.
a. THE SERVICE IS PROVIDED “AS IS.” PINDROP AND ITS AFFILIATES AND LICENSORS DO NOT PROVIDE ANY WARRANTY WITH RESPECT TO THE SERVICE OR PINDROP TECHNOLOGY UNDER THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR ANY OTHER WARRANTY, WHETHER EXPRESS OR IMPLIED). WITHOUT LIMITING THE PRECEDING SENTENCE: (A) PINDROP DOES NOT WARRANT THAT THE API, SERVICE OR OUTPUTS IS OR WILL BE ERROR-FREE, MEET YOUR REQUIREMENTS, OR BE TIMELY OR SECURE; (B) PINDROP’S SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS; AND (C) PINDROP AND ITS AFFILIATES AND LICENSORS ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, DATA LOSS OR OTHER DAMAGE IN CONNECTION WITH THIS AGREEMENT.
b. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE TO YOU OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR (a) ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE API; OR (b) ANY DAMAGES, IN THE AGGREGATE, IN EXCESS OF FIFTY DOLLARS EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR PINDROP WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM.
11. Indemnity. You agree to indemnify, defend, and hold harmless Pindrop, its Affiliates, and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to (a) your breach of any applicable law, including with respect to the collection and use of Personal Data; (b) your use or misuse of any Pindrop Technology, (b) your breach of this Agreement, and (c) Your Applications, including any end user’s use thereof. In the event we seek indemnification or defense from you under this provision, we will promptly notify you in writing of the claim(s) brought against us for which we seek indemnification or defense. We reserve the right, at our option and in our sole discretion, to assume full control of the defense of claims with legal counsel of our choice. You may not enter into any third-party agreement that would, in any manner whatsoever, constitute an admission of fault by us or bind us in any manner, without our prior written consent. In the event we assume control of the defense of such claim, we will not settle any such claim requiring payment from you without your prior written approval.
12. Modifications. You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement from time to time. You will be notified of modifications through notifications or posts on https://www.pindrop.com/iot-terms-of-service/ or direct email communication from us. You will be responsible for reviewing and becoming familiar with any such modifications.
13. Injunctive Relief. Notwithstanding any other provision of this Agreement, any violation by You of Pindrop’s intellectual property or proprietary rights, or license rights and restrictions hereunder, will cause irreparable damage for which recovery of money damages would be inadequate, and Pindrop will therefore be entitled to seek timely injunctive relief to protect such party’s rights, without the need to post bond.
14. Contracting Entity; Governing Law, Services Location.
a. All references to ‘Pindrop,’ ‘we,’ or ‘us’ under this Agreement, what law will apply in any dispute or lawsuit arising out of or in connection with this Agreement, and which courts have jurisdiction over any such dispute or lawsuit, as well as the country from which Services are hosted and provided depend on where you are domiciled.
|Domicile||Pindrop Contracting Entity||Governing Law||Venue||Hosted Services Country|
|United States and Canada||Pindrop Security, Inc.||Georgia||Atlanta, Georgia||United States|
|Rest of World||Pindrop Security UK Ltd||United Kingdom||United Kingdom||Ireland|
b. This Agreement, and any disputes arising out of or related hereto, will be governed exclusively by the applicable governing law above, without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods. The courts located in the applicable venue above will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the Agreement or its formation, interpretation or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.