Effective Date: January 1, 2021
This Agreement governs your access, use and evaluation of the Services available or enabled via the Site.
BY ACCESSING THE SERVICES YOU REPRESENT THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT.
Capitalized terms have the meanings as set forth in this Agreement and defined in Section 8 (Definitions) below.
- Grant of Rights.
- 1.1 Subject to the terms and conditions of this Agreement, Pindrop hereby grants You a non-exclusive, non-transferable, non-assignable, limited right (without the right to sublicense) to access and use the Pindrop® Services, including its associated documentation and information, during the Term (defined below) solely for Your internal, non-production evaluation of the Services (the “Purpose”). Pindrop will provide You with one (1) API key that will allow you to access the Service. All rights not expressly granted to You are reserved by Pindrop and its licensors.
- Limitations on Use and Your Responsibilities.
- 2.1 You may not disclose to any third party the results of any evaluation of the Service 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 Services on behalf of and at the request of Your employer, you may share your results with Your employer.
- 2.2 You must not: (a) commercially exploit the Service by licensing, sublicensing, selling, reselling, transferring, assigning or distributing it or otherwise making it available to any third party in any way; (b) modify or make any derivative works based upon the Service; (c) reverse engineer the Service; (d) use any information regarding the Service to build a product or service that competes with the Service (or with Pindrop’s other offered services); (e) submit any Personal Data or PII to or store any Personal Data or PII in the Service without obtaining all consents and providing all disclosures to the owner of the Personal Data and/or PII as required by law, and necessary to permit Pindrop to process and license such Personal Data or PII as described herein; or (f) aid or otherwise assist in any manner a person or third party in planning or performing the actions prohibited in (a)-(e).
- 2.3 You also must not access or use the Service to: (a) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (b) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (c) interfere with or disrupt the integrity or performance of the Service; or (d) attempt to gain unauthorized access to the Service, other Pindrop services or their related systems or networks.
- 2.4 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 the Service, including any loss or misappropriation of your login credentials; and (b) report to Pindrop promptly, and use reasonable efforts to promptly stop, any copying, distribution or other misuse of the Service or any Pindrop Technology of which You or Your Users become aware.
- Term and Termination.
- Your evaluation of the Services shall end at the sooner of (i) ninety (90) days from the date your credentials were provided to you; or (ii) upon the commercial purchase of the Services (“Term”). Upon expiration of the Term, your license to the Services will expire, and any API or other access mechanisms may be suspended or blocked by Pindrop. In addition, Pindrop may terminate Your license to use the Services on any date Pindrop chooses in its sole discretion, unless Pindrop agrees to extend Your access to the Service (in which case the Term will terminate whenever Pindrop chooses to terminate Your access to the Service). Sections 1.2, 2, 3, 4, 5, 6, 7 and 8 of this Agreement will survive any expiration or termination of this Agreement.
- Confidentiality and Feedback.
- 4.1 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.
- 4.2 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.
- 4.3 The Receiving Party must not use any of the Disclosing Party’s Confidential Information for any purpose other than carrying out the Purpose. 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 this Section 4.
- 4.4 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.
- 4.5 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.
- 4.6 During the course of Your evaluation, You and your Affiliates may provide Pindrop with feedback, comments, and suggestions related to the Pindrop Technology (“Feedback”). You acknowledge and understand that Pindrop may freely and in any manner utilize this Feedback to improve, support and enhance the Pindrop Technology. If You do not wish certain comments or suggestions to be considered “Feedback”, You will appropriately label that information as Your “Confidential Information”, or otherwise inform us promptly in writing that it is Your confidential information.
- Warranty Disclaimer and Limitation of Liability.
- 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 SERVICE (OR ANY RELATED PROFESSIONAL SERVICES OR DELIVERABLES) 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. IN NO EVENT WILL PINDROP OR ITS AFFILIATES OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL OR SIMILAR DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, OPPORTUNITIES, DATA OR USE) ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICE IN CONNECTION WITH THIS AGREEMENT, EVEN IF PINDROP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- You will defend, indemnify and hold harmless Pindrop and its Affiliates and licensors, and their respective Representatives from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable legal fees, costs and expenses) to the extent arising out of or in connection with a claim alleging a breach by you of any applicable law, including with respect to the collection and use of Personal Data or PII. Pindrop must (a) promptly give notice of any such claims to You, (b) give You sole control of the defense and settlement of the claims (but You may not settle such claims unless such settlement unconditionally releases Pindrop and its Representatives, and (c) give You reasonable cooperation and information in connection with such defense and indemnification.
- As used in this Agreement:
“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. For purposes of this definition, “control” means direct or indirect ownership or control of more than fifty percent (50%) of the voting interests of the subject entity;
“Party” and “Parties” means a party to this Agreement – i.e., Pindrop or You;