These Terms of Service (the “Meetings Terms”) together with the Pindrop Pulse® for Meetings Data Protection Agreement (or the “DPA”), the Pindrop Pulse® for Meetings Information Security Program (the “ISP”), the Pindrop Pulse® for Meetings Support Program Terms, and Pindrop's Acceptable Use Policy (the "Acceptable Use Policy"), each as in effect on the Terms Effective Date and as updated in accordance with Section 9(h), and each of which is incorporated by reference into and forms part of these Meetings Terms (collectively, the "Terms") establish what you can expect from us as you use your licensed Pindrop solutions, and what we expect from your company. Please read these Terms carefully because they are a binding agreement between your company (“Company”) and Pindrop Security, Inc. (“Pindrop”). Capitalized terms not defined within the body of a given paragraph have the meanings assigned in Section 10 (Definitions) below.
By entering into an Order for a subscription to the Pindrop Pulse® for Meetings (the "Product") solution, Company is agreeing to these Terms as of the effective date of the applicable Order (the "Terms Effective Date").
1. Engagement Model
(a) Marketplace and Meeting Platform Relationship. Company's rights and obligations to the Marketplace Provider and the Meeting Platform provider (including installation, platform integration, meeting platform use, and any related fees) are governed solely by Company's agreement(s) with those providers (the "Company Provider Agreements"). Company shall look exclusively to the Marketplace Provider and/or Meeting Platform provider for any claims, disputes, or obligations arising from those relationships.
(b) Pindrop Relationship. Company's rights to access and use the Product(s) and obtain Services are governed solely by these Terms. Company shall look exclusively to Pindrop for any claims, disputes, or obligations applicable to the Product and Services arising under these Terms.
(c) Authorized Reseller Relationship. Where Company acquires the Product through an Authorized Reseller, Company's rights and obligations regarding fees and payment are governed solely by Company Reseller Agreement and Reseller Order. Except for fees and payment matters, Company's rights to access and use the Product, obtain Services, and all other matters covered by these Terms are governed directly by these Terms and Company shall look exclusively to Pindrop for any claims, disputes, or obligations applicable to Product and Services arising under these Terms. Company shall look exclusively to the Authorized Reseller for any claims, disputes, or obligations arising from fees and payment matters. Pindrop is not responsible for any commitments, representations, or obligations that the Authorized Reseller makes to Company beyond what is expressly provided in these Terms. In the event of any conflict between these Terms and the Company Reseller Agreement regarding Pindrop Property or any other subject matter covered under these Terms, these Terms shall control.
2. Use of Product and Services
(a) Subscriptions. Unless otherwise provided in the applicable Order, the Product and Services are purchased as subscriptions for the Subscription Term stated in the applicable Order. Company agrees that its purchases are not contingent on Pindrop's delivery of any future functionality or features, or dependent on any oral or written comments or representations made by Pindrop regarding future functionality or features.
(b) Company Use Rights. Subject to the terms and conditions in these Terms and each applicable Order, Pindrop hereby grants to Company a limited, non-exclusive, non-transferable (except as expressly provided in these Terms with respect to the entire agreement) right during the Subscription Term to allow Users to access and use the Product, provided by Pindrop from the Authorized Geography, and add the Product to one or more Meetings in accordance with these Terms and the Documentation solely for security purposes. As the owner of Customer Results pursuant to Section 4(d), Company may receive, retain, use, and disclose Customer Results during and after the Subscription Term for lawful internal security, fraud prevention, compliance, investigation, claims management, insurance, audit, legal, and internal recordkeeping purposes. Company may disclose Customer Results to its affiliates, professional advisers, insurers, auditors, regulators, and law-enforcement authorities where reasonably necessary for such purposes, subject to applicable law and appropriate confidentiality restrictions.
(c) General Company Responsibilities. Company (i) will be responsible for its Users' compliance with these Terms and the Documentation; (ii) will be responsible for the accuracy, quality and legality of the Company Data; (iii) will comply with Pindrop's Acceptable Use Policy; (iv) warrants, acknowledges and agrees that (A) Company hereby provides its express written consent, on behalf of itself and its personnel (e.g., its Users and any other Meeting Participants affiliated with or employed by Company), to Pindrop and its subprocessors to record the Meetings (each a "Meeting Recording") and analyze the Meetings, and Company represents that at least one Company employee will be present as a participant in each Meeting; (B) Company will, on behalf of itself and Pindrop, provide all required notices to, and obtain all required consents from, Meeting Participants in compliance with applicable Laws with respect to the Meeting Analysis and Company Data; and (C) Company is solely responsible for complying with all applicable Laws regarding its use and access to the Product and Customer Results; and (v) will use commercially reasonable efforts to prevent unauthorized access to and use of the Product, and notify Pindrop promptly of any such unauthorized access or use (collectively, (i) through (v) are referred to as the "Company Responsibilities"). Pindrop may modify the Product and/or suspend Company's access and use of the Product as it deems necessary to address compliance with applicable Laws. Company shall not use the Product to, or as part of a process designed to, make any decisions which have, or may have, a significant impact on an individual, unless such process includes meaningful human involvement.
(d) Restrictions. Company will not: (i) provide, transmit, or otherwise make available through the Product any Company Data that would violate the Payment Card Industry Data Security Standard (PCI DSS), as amended from time to time, including without limitation any credit security validation (CSV) number, credit card account number, or other payment card information subject to PCI DSS requirements (the "PCI Restriction"); (ii) make the Product available to anyone other than Company or Users, or use any other Pindrop Property (as defined in Section 4(c) (Pindrop Property) below) for the benefit of anyone other than Company or its subsidiaries, unless expressly stated otherwise in these Terms or provided for in the Documentation (such as enabling an Alert through the Security Assistant in a given Meeting); (iii) except to the extent permitted by applicable law, disassemble, reverse engineer or decompile all or any portion of the Pindrop Property in any manner; (iv) sell, resell, sublicense, distribute, rent or lease the Pindrop Property in any manner (including without limitation in any service bureau or outsource offering); (v) copy, modify or create derivative works of all or any portion of the Pindrop Property; (vi) use the Product for any unauthorized purposes, including without limitation, (A) credit, insurance, employment or other eligibility decisioning; (B) as a consumer report or credit report (as further detailed below); or (C) as the sole basis for any decision that produces legal effects concerning an individual or similar significant impacts, unless such use includes meaningful human review and oversight; or (vii) directly or indirectly authorize any third parties to do any of the foregoing. Any use of the Pindrop Property in violation of these Terms or that in Pindrop’s commercially reasonable business judgment threatens the security, integrity or availability of the Product to Pindrop’s or its subsidiaries’ customers, may result in immediate suspension of Company’s access to Product. For clarity, Pindrop is not a consumer reporting agency and none of the information provided through the Product constitutes a "consumer report", as such term is defined in the Fair Credit Reporting Act (FCRA), 15 U.S.C. § 1681 et seq. Company shall not resell, externally commercialize, or use Customer Results as a standalone commercial product. Company shall not use or reference Customer Results to create, develop, train, test, validate or improve any product or service, whether for Company's internal use or otherwise, including any product or service that competes with the Product. This restriction does not limit Company's independent development of any product or service without use of or reference to Customer Results.
(e) Free Trial Product. Company acknowledges that when the Product is made available to Company on a “free trial basis,” as reflected in the relevant Order (each a "Free Trial Product") it is provided “as is” and solely for internal evaluation and testing purposes, where Meeting Participants shall be limited to Company’s own internal personnel. Notwithstanding anything to the contrary in these Terms, Company agrees that the warranty in Section 5(b)(ii) (Product Performance), the Support Program Terms in Section 5(b)(iii) (Support Terms) and Pindrop’s responsibility with respect to third party claims set forth in Section 6(a) (Pindrop Coverage for Third Party Claims) of these Terms do not apply to Free Trial Product.
3. Fees and Payments.
This Section 3 applies solely to paid subscription to the Product and/or Services purchased via a Direct Order. Company shall pay the fees for a paid subscription to the Product and/or Services in accordance with the applicable Direct Order. If Company acquires the Product through an Authorized Reseller, Company's fee and payment obligations are governed solely by the Company Reseller Agreement and Reseller Order.
(a) Description of Fees; Invoice Schedule. All fees will be invoiced and payable in U.S. Dollars, unless set forth otherwise in an Order, and are due and payable to Pindrop within 30 days after the date of invoice to Company for such amounts (the "Due Date").
(b) Late Payment Terms. If Company fails to remit an undisputed portion of a payment by the applicable Due Date in a Direct Order, Pindrop reserves the right to apply late charges at the lesser of (i) 1.5% per month of the overdue amount; or (ii) the maximum amount permitted under applicable Law.
(c) Invoice Dispute. Disputes arising from invoices will be handled on a case-by-case basis. Company may submit a good-faith invoice dispute within 60 days after the applicable invoice date by providing written notice to Pindrop identifying the disputed amount and reasonable detail supporting the dispute. Company must timely pay all undisputed amounts in accordance with these Terms. Both parties will use their commercially reasonable efforts to resolve the dispute promptly. The disputed portion will not be deemed accepted, become delinquent, or accrue late charges under Section 3(b) while a timely, good-faith dispute remains unresolved.
(d) Taxes. Company shall pay all taxes, tariffs and transportation costs relating to, or incurred under, these Terms (including any sales, use, excise or value added taxes), exclusive of taxes based on or measured by Pindrop's net income, unless Company is exempt from the payment of such taxes. To the extent applicable, Company will provide to Pindrop any resale exemption certificate, direct pay permit or other exemption certificate or information reasonably requested by Pindrop. Company shall promptly notify Pindrop if any such exemption is subsequently revoked or modified. If Pindrop is required or permitted by applicable Law to charge and collect sales, use, excise, value-added or similar taxes (but excluding taxes based on or measured by Pindrop's net income) that are directly imposed on the purchase, lease or other transfer of taxable products or services for consideration, Pindrop shall separately state such taxes on Company invoices along with other applicable related charges, including transportation and tariffs. Company shall promptly pay invoiced taxes. Notwithstanding the foregoing, the failure of Pindrop to properly designate all taxes on an invoice shall not relieve Company of its obligation to pay all such taxes as set forth above. To the extent Pindrop fails to designate such taxes on an invoice, Company shall, upon notice and request by Pindrop, promptly pay or reimburse Pindrop for any taxes that are Company's responsibility under this Section.
4. Confidentiality, Data Use and Proprietary Rights
(a) Confidentiality.
(i) Definition. "Confidential Information" means information designated as confidential or proprietary or that should be considered as confidential from its nature or from the circumstances surrounding its disclosure. Additionally, Pindrop Property constitutes "Confidential Information" of Pindrop, and Company Data constitute "Confidential Information" of Company.
(ii) Use and Disclosure. With respect to any Confidential Information a party receives ("Receiving Party") from the other party ("Disclosing Party"), the Receiving Party shall: (A) keep such information confidential; (B) use the same degree of care for the Disclosing Party's Confidential Information that it uses for its own Confidential Information, but in no event less than reasonable care; (C) not use the Confidential Information other than in connection with the performance of or as authorized in these Terms; and (D) not divulge the Confidential Information to any third party. Receiving Party agrees to use all reasonable steps to ensure that the Disclosing Party's Confidential Information is not disclosed by a Receiving Party Representative in violation of this Section. Company also agrees it shall not disclose the results of benchmark tests or any other evaluation of any Pindrop Property to any third party without Pindrop's prior written approval. For purposes of this Section, "third party" excludes the Receiving Party's or its subsidiaries' employees, contractors, subcontractors, lawyers, accountants or other professional advisors, as long as such representative (1) has a commercially reasonable need to know and access such Confidential Information in connection with authorized purposes; and (2) is under contractual or fiduciary confidentiality obligations substantially equivalent to the terms and conditions of this Section (each a "Receiving Party Representative"). A Receiving Party is responsible for a breach by the Receiving Party Representative of the confidentiality obligations to the same extent as the Receiving Party itself.
(iii) Exclusions. Confidential Information shall not include information that: (A) is or becomes generally known or available to the public at large other than as a result of a breach by the Receiving Party of any obligation to the Disclosing Party; (B) was known to the Receiving Party free of any obligation of confidence prior to disclosure by the Disclosing Party; (C) is disclosed to the Receiving Party on a non-confidential basis by a third party who did not owe an obligation of confidence to the Disclosing Party; or (D) is developed by the Receiving Party independently of and without reference to any part of the Confidential Information. Confidential Information shall not be deemed to be in the public domain or generally known or available to the public merely because any part of said information is embodied in general disclosures or because individual features, components or combinations thereof are now or become known to the public. During the term of these Terms, the Receiving Party may publicize the existence of the relationship between Pindrop and Company in connection with the Product provided under Order(s) and Pindrop may list Company's name on Pindrop's standard customer lists.
(iv) Limited Exceptions. Confidential Information may be disclosed in response to a valid order by a court or other governmental body of the United States or any political subdivision thereof, as otherwise required by law, or as necessary to establish the rights of either party under these Terms, provided that the party making such disclosure must provide written notice to the other party with a reasonable opportunity to obtain a protective order or otherwise protect the confidentiality of such information.
(b) Data Use and Data Protection Agreement.
(i) Data Collected via Approved Marketplace and/or Marketplace Providers. Pindrop may collect personal information from the Company and its Users from the Approved Marketplace and/or the Marketplace Provider in connection with the Product (the "Marketplace PI"). Pindrop's Website Privacy Policy shall apply to the collection and use of any Marketplace PI.
(ii) Data Protection, Data Use and Optimization Authorization.
(A) The data protection terms set forth in the DPA apply to Personal Data Processed by the Product under these Terms (as such terms are defined in the DPA). Details on the locations where the Product and Services are to be provided from and where Company Data is to be processed, including the storage location, are available to Company upon request.
(B) In addition to the rights and obligations in the DPA, the following apply:
(1) Company grants Pindrop and its subprocessors a limited, non-exclusive, non-transferable right during the applicable Subscription Term to collect, use, record, host, transmit and Process the Company Data to provide, maintain and support the Product and Services as contemplated in these Terms and each Order, as applicable. This includes the use of AI Tools to derive insights from Company Data for Company's benefit.
(2) Subject to the use restrictions in this Section 4(b)(ii)(B)(2), Company agrees that Pindrop and its subsidiaries can collect, analyze, retain and use the usage, statistical, metadata and other log data collected by Support Tools or the Product (the "Support Data") to maintain, develop, manage, administer and improve Pindrop's and its subsidiaries' products and services, including the Product and Services and the AI Tools applicable to such products and services for Company's benefit, as well as Pindrop's benefit, which includes the use of AI Tools to derive insights from Company Data for such benefits ("Product Optimization Purposes"). Except where the data in this Section is being used for the benefit of Company, such data will not be disclosed by Pindrop in a manner that identifies Company or any individual Meeting Participant as the source of that data. Pindrop's right to retain and use the Support Data or derived insights for Product Optimization Purposes shall survive any termination or expiration of these Terms and each applicable Order.
(C) Company understands that the nature of Pindrop's Product is to provide a probabilistic determination as to whether a Meeting Participant may be human or a machine or an authenticated participant, and geolocation intelligence depending on which features and functionality Company enables in the Product. As such, the Product has and will continue to use AI Tools in order to provide the core functionality of the Product (such as performing Meeting Analysis and generating Customer Results). Customer Results are informational only and Company is solely responsible for any actions or decisions made based on Customer Results.
(D) Pindrop is responsible for monitoring the quality and performance of the AI Tools in the Product and for taking reasonable steps to address significant deteriorations in the AI Tool's performance in the Product in use by Company. Company understands that minor fluctuations that are normal for any models are not considered a "deterioration" of the AI Tool's performance. Upon request, Pindrop will provide reasonable information about the AI Tools used in the Product, including descriptions of their purpose, intended outputs, and Pindrop's standard development and validation documentation. Pindrop is not required to disclose trade secrets, proprietary algorithms, model architectures, specific input features, weighting factors, or other sensitive technical information about how the AI Tools operate.
(E) Pindrop will not use the "voice features", video recordings, or facial scans extracted by the Product, or any of the Company Data spoken in any Meeting Recording (i.e., the actual words said by a Meeting Participant) to train Pindrop's AI Tools. For clarity, this restriction does not limit Pindrop's use of AI Tools to analyze Company Data for generating insights, provided such tools are not trained on Company Data.
(c) Pindrop Property. Subject to the limited rights expressly granted by Pindrop under these Terms, Pindrop, its subsidiaries and its and their licensors and third party providers reserve and retain and own all rights, title and interests the Product (including Free Trial Product), Services, AI Tools, Technical Analysis Data and Documentation and all updates, upgrades, derivative works, modifications, conversions, improvements or the like made to each of the foregoing, together with all intellectual property rights embodied therein (collectively, the "Pindrop Property"). Company agrees to retain and reproduce all copyright, trademark and other proprietary notices contained on or in the Pindrop Property as delivered to Company on all copies of such Pindrop Property and shall not seek to remove any such notices.
(d) Company Property. Subject to the limited rights expressly granted by Company under these Terms, Company retains and owns all right, title and interest in all intellectual property rights in and to the Company Data, Customer Results, Meeting Recordings and its Marketplace PI. Company's ownership of Customer Results does not transfer ownership of or grant any license in any Pindrop Property, Proprietary Prints, Technical Analysis Data, report templates, scoring methodologies, taxonomies, algorithms, Models, AI Tools, or other technology embodied in, reflected by, or used to generate or present Customer Results.
(e) Feedback. Company may, at its sole election, provide Feedback to Pindrop to help identify ways in which Pindrop and its subsidiaries may improve or expand their product and service offerings for its customers, including the Product and Services. If provided, Company agrees to assign and hereby assigns to Pindrop all rights, title and interests in and to the Feedback.
5. Security, Warranties and Other Responsibilities
(a) Representations and Warranties by Both Parties. Each party represents that it has validly entered into these Terms and the Orders and has the legal power to do so.
(b) Pindrop Warranties, Support and Other Responsibilities.
(i) Protection of Company Data. Pindrop will have and maintain the information security program and safeguards as detailed in the ISP during the term of these Terms and for as long as Pindrop maintains Company's Confidential Information within the Pindrop-Controlled Information Systems, as that term is defined in the ISP.
(ii) Product Performance. Pindrop warrants that the Product will perform without Errors during the applicable Subscription Term. Pindrop will use commercially reasonable efforts to correct Errors, excluding those Errors resulting from an Excused Event, as further described in the Support Program Terms. Company's exclusive remedies for Pindrop's failure to comply with the product warranties in this Section 5(b)(ii) shall be to pursue termination pursuant to Section 8(c) (Mutual Rights of Termination).
(iii) Support Terms. Unless provided otherwise in an Order, Pindrop will provide the support and maintenance services during the Subscription Term, as detailed in the Support Program Terms (the "Services"). The Support Program Terms may be updated and/or supplemented by Pindrop from time to time upon prior notice to Company. However, no update to the Support Program Terms will apply during Company's then-current Subscription Term if it materially reduces the overall level of Services for Company or materially increases Company’s obligations, except for changes required by applicable law or reasonably necessary to address a material and imminent security, legal, or operational risk, provided that Pindrop gives notice where reasonably practicable and does not materially reduce the overall protections provided to Company.
(iv) Compliance with Laws. Pindrop represents and warrants that the Product, when used in accordance with the terms and conditions of these Terms, will comply with applicable Laws. Pindrop shall not be in breach of this Section to the extent such non-compliance is based on or arises from Company's unauthorized use of the Product and/or Services or a breach of Company's obligations in these Terms.
(c) Limited Warranties. Company acknowledges that the Product utilizes AI Tools to perform Meeting Analysis that is probabilistic in nature. Consequently, the Meeting Analysis and Customer Results derived therefrom may contain inaccuracies, including false positives and false negatives, and are not guaranteed to be complete or error-free. The Product is intended to support, and not replace, human judgment. EXCEPT AS PROVIDED OTHERWISE IN THESE TERMS OR AN ORDER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY PINDROP PROPERTY (INCLUDING THE PRODUCT AND SERVICES) OR CUSTOMER RESULTS PROVIDED TO COMPANY ARE PROVIDED "AS IS," AND PINDROP AND ITS SUBSIDIARIES, AND ITS AND THEIR LICENSORS AND THIRD PARTY SERVICE PROVIDERS DISCLAIM ANY AND ALL OTHER PROMISES, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, SYSTEM INTEGRATION AND/OR DATA ACCURACY. PINDROP, ON BEHALF OF ITSELF AND ITS SUBSIDIARIES, AND ITS AND THEIR LICENSORS AND THIRD-PARTY SERVICE PROVIDERS, DOES NOT WARRANT THAT THE PINDROP PROPERTY OR CUSTOMER RESULTS WILL MEET COMPANY'S REQUIREMENTS, THAT THE OPERATION OR USE OF THE FOREGOING WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED. COMPANY ACKNOWLEDGES AND AGREES THAT THE DISCLAIMERS, LIMITATIONS AND EXCLUSIONS OF LIABILITY SET FORTH IN THESE TERMS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES, AND THAT, ABSENT SUCH DISCLAIMERS, LIMITATIONS AND EXCLUSIONS, THE TERMS OF THESE TERMS, INCLUDING, WITHOUT LIMITATION, THE ECONOMIC TERMS, WOULD BE SUBSTANTIALLY DIFFERENT.
(d) Operational Resilience. To the extent required by applicable Law and subject to the parties’ prior written agreement on applicable terms and scope, Pindrop may participate in Company’s operational resilience testing. Pindrop reserves the right to charge Company for such participation.
(e) Regulatory Cooperation. Pindrop will provide reasonable assistance to Company in connection with requests or orders from regulators with jurisdiction over Company, to the extent applicable to the Product or Services. Nothing in this Section is intended to expand the jurisdiction or authority of any regulator beyond what is established under applicable Law.
6. Responsibility for Third Party Claims
(a) Pindrop Coverage for Third Party Claims.
(i) Pindrop agrees, at its expense, to defend, indemnify, and hold harmless Company from and against any and all third party claims, actions or demands and legal proceedings, liabilities, damages, losses, and judgments or authorized settlements, and reasonable costs and expenses as incurred, including without limitation legal fees, arising from (A) Pindrop’s failure to comply with its information security safeguards for Personal Data expressly set forth in these Terms, where such failure results in a Security Breach (as defined in the ISP; (B) Pindrop's breach of Section 5(b)(iv) (Compliance with Laws) of these Terms; and (C) where the third party alleges that the Product furnished to Company and used within the scope of and in compliance with these Terms infringes the intellectual property right of a third-party.
(ii) Pindrop is not responsible under this Section for any infringement arising out of or related to: (A) modification of a Product by anyone other than Pindrop, where the Product would not infringe except for that modification; (B) any infringement arising out of any combination of the Product with other software, hardware, processes or materials not provided by Pindrop, where the Product would not infringe except for such combination; (C) Company's use of a version of the Product other than the most current release of the Product that results in a claim or action for infringement that could have been avoided by use of the current release, provided that Pindrop has supplied Company with the most current release at no additional fee; or (D) any Company Data, where the Product would not infringe except for that Company Data. If the Product is held or believed by Pindrop to infringe, Pindrop may, at its sole option and expense, elect to: (w) modify the Product so that it is non-infringing; (x) replace the Product with non-infringing products which are functionally equivalent or superior in performance; (y) obtain a license for Company to continue to use and access the Product as provided hereunder; or (z) terminate the license for the infringing Product and refund any prepaid but unused license fees paid to Pindrop for such Product.
(iii) THE RIGHTS GRANTED TO COMPANY UNDER THIS SECTION 6(a) SHALL BE COMPANY'S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF INFRINGEMENT OR MISAPPROPRIATION RELATED TO THE PRODUCT AND THE THIRD-PARTY CLAIMS DESCRIBED IN THIS SECTION 6(a).
(b) Company Coverage for Third Party Claims. Company agrees, at its expense, to defend, indemnify, and hold harmless Pindrop and its subsidiaries (each a "Pindrop Party”) from and against any and all third party claims, actions, demands and legal proceedings, liabilities, damages, losses, and judgments or authorized settlements, and reasonable costs and expenses as incurred, including without limitation legal fees, arising out of or in connection with any alleged or actual breach or violation of the Company Responsibilities.
(c) Procedural Requirements for Third Party Claims. For each party to be responsible for its indemnification obligations under Sections 6(a) (Pindrop Coverage for Third Party Claims) or 6(b) (Company Coverage for Third Party Claims), as applicable (the "Responsible Party"), the other party (the "Covered Party") shall (i) promptly notify the Responsible Party in writing of its receipt of notice of any claim or when it discovers facts on which the Covered Party intends to base a request for indemnification under such Section(s) of these Terms (each a "Claim Notice"); (ii) afford the Responsible Party the choice to control the defense and all related settlement negotiations of such claim; provided that the Covered Party can participate at its own expense; and (iii) provide the Responsible Party with reasonable assistance, information and authority necessary to perform its obligations under Sections 6(a) or 6(b) above. Each party, as a Responsible Party, agrees to keep the Covered Party reasonably informed as to the status of the Responsible Party's efforts in connection with the defense or settlement of claims on behalf of the Covered Party and reasonably consult with the Covered Party (or the Covered Party's counsel) concerning such efforts. Notwithstanding anything to the contrary in Section 6(c)(i), a Covered Party's failure to provide a Claim Notice does not relieve the Responsible Party of its liability to the Covered Party under Sections 6(a) or 6(b), as applicable, unless such delay materially prejudices the Responsible Party's defense or the scope of the Responsible Party's liability for the applicable third party claim.
Notwithstanding anything to the contrary in Section 6(c)(ii), the following apply:
(A) The Responsible Party agrees it will not, without the Covered Party's written approval, make any admission of facts that exposes the Covered Party to any liability, requires the Covered Party to take or cease to take any action (including without limitation any requirement to make payments), or exposes the Covered Party to other claims that are not covered by the obligations for the applicable claim under Section 6. However, if the Responsible Party is required by applicable Law to make an admission, the Responsible Party may proceed in making such admission without the Covered Party's prior approval; provided the Responsible Party provides written notice to the Covered Party with a reasonable opportunity to obtain a protective order or otherwise address such requirement with the appropriate authority.
(B) If the Responsible Party fails to respond to a Claim Notice or refuses to assume the defense of a claim tendered in good faith within 10 days of its receipt of the Claim Notice with respect to a claim for which it is seeking indemnification under this Section 6, then the Covered Party may proceed to defend or otherwise settle the claim as the Covered Party deems reasonably appropriate and the Responsible Party agrees to reimburse the Covered Party with respect to all defense costs, including but not limited to reasonable legal fees and expenses or damages incurred with respect to such claim, as incurred.
7. Limitation of Liability; Consequential Damages Waiver
(a) Consequential Damages Waiver. IN NO EVENT SHALL EITHER PARTY OR ITS SUBSIDIARIES BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER BASED ON DAMAGES, LOSSES OR COSTS INCURRED AS A RESULT OF LOSS OF TIME, LOSS OR CORRUPTION OF APPLICATION OR DATA, LOSS OF PRODUCT OR REVENUE, OR LOSS OF USE OF THE PRODUCT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGES IN ADVANCE.
(b) Liability for Direct Damages. THE MAXIMUM AGGREGATE LIABILITY FOR DAMAGES TO A PARTY OR ITS SUBSIDIARIES ARISING FROM OR RELATED TO THESE TERMS OR ANY PINDROP PROPERTY, WHETHER FOR BREACH OF CONTRACT OR WARRANTY, STRICT LIABILITY, NEGLIGENCE OR OTHERWISE, SHALL NOT:
(i) FOR PINDROP, EXCEED (A) TWO TIMES THE FEES PAID TO PINDROP DURING THE PRECEDING 12 MONTHS FOR A PAID SUBSCRIPTION PRODUCT; OR (B) $1000.00 USD FOR A FREE TRIAL PRODUCT, IN EACH CASE, UNDER THE ORDER, AS APPLICABLE, GIVING RISE TO SUCH LIABILITY; AND
(ii) FOR COMPANY, EXCEED TWO TIMES THE FEES PAID OR PAYABLE TO PINDROP DURING THE PRECEDING 12 MONTHS, WHICHEVER AMOUNT IS GREATER, FOR A PAID SUBSCRIPTION PRODUCT UNDER THE ORDER, AS APPLICABLE, GIVING RISE TO SUCH LIABILITY.
(c) Exclusions.
(i) Liability for (1) a breach by a party of its confidentiality obligations under these Terms; (2) fulfillment by Pindrop of its obligations and liabilities pursuant to Section 6(a) (Pindrop Coverage for Third Party Claims) and, as a Responsible Party, pursuant to Section 6(c) (Procedural Requirements for Third Party Claims); (3) fulfillment by Company of its obligations and liabilities pursuant to Section 6(b) (Company Coverage for Third Party Claims) and, as a Responsible Party, pursuant to Section 6(c) (Procedural Requirements for Third Party Claims); (4) for infringement and misappropriation by one party of the other party's intellectual property rights; and (5) a party's liability for willful misconduct, shall each be excluded from the limitations of liability in Sections 7(a) (Consequential Damages Waiver) and 7(b) (Liability for Direct Damages). Responsible Party has the meaning assigned in Section 6(c) (Procedural Requirements for Third Party Claims).
(ii) Liability for a breach (1) by Company of the Company Responsibilities; and (2) liability for any personal injury or damage to tangible property resulting from the acts and omissions of a party (except to the extent such damage or injury was caused by the other party, its employees or representatives), shall each be excluded from the limitations of liability in Section 7(b) (Liability for Direct Damages).
(iii) Notwithstanding any other provision in these Terms, nothing in these Terms shall exclude or limit either party's liability for: (1) death or personal injury caused by its (or its agent's or sub-contractor's) gross negligence; or (2) anything that cannot, as a matter of law, be limited or excluded.
8. Term and Termination
(a) Term of Agreement. The Terms start on the Terms Effective Date and continue in effect for so long as any Order or Reseller Order remains active. Each Order's Subscription Term, renewal period, and nonrenewal requirements are governed by that Order. Any Orders or Reseller Orders that have not yet terminated or expired will continue and remain binding and in full force and effect and the terms and conditions of these Terms shall continue to apply with the same effect until any such Order terminates according to its own terms or is terminated earlier for cause in accordance with the below terms. For clarity, termination or nonrenewal of these Terms shall not in any way modify, impact the validity or terminate any existing Orders or Reseller Orders.
(b) Term of Orders. The term for each Order shall start and end as described in such document.
(c) Mutual Rights of Termination. Either party may terminate these Terms and/or an Order: (a) where specifically permitted under these Terms; or (b) if the other party commits a material breach of any section of these Terms or the Order, as applicable, and fails to cure such breach within 30 days prior written notice by the non-breaching party specifying the nature of the breach and the reasonable actions required to cure the breach; provided, however, that if such breach does not involve the payment of any amounts to Pindrop and is of a nature that can be cured but not within the stated period, the non-breaching party may not terminate so long as the breaching party has commenced and is diligently pursuing significant efforts to cure such breach within such period and thereafter cures such breach within a commercially reasonable time. Notwithstanding the foregoing, where Company acquired the Product through an Authorized Reseller, Company's termination rights with respect to a Reseller Order shall be pursuant to the terms of the Company Reseller Agreement.
(d) Obligations Upon Termination. Upon the expiration or termination of these Terms or an Order for any reason and except as expressly authorized otherwise in these Terms, all licenses granted under the impacted Order(s) or Reseller Order(s), or all associated rights granted to Company under these Terms, as applicable, shall immediately terminate and all relevant Pindrop Property shall, at Pindrop's sole option, be destroyed by Company. Further, upon request by a Disclosing Party, a Receiving Party agrees to (i) destroy the Disclosing Party's Confidential Information in its possession or control; and (ii) confirm in writing to the Disclosing Party that it has complied with the destruction instructions with respect to the Disclosing Party's Confidential Information. However, with respect to any Confidential Information (A) in the Receiving Party's or its Receiving Party Representatives' archive (including legal archives and business records generated in the delivery and support of the Product and Services), back-up or other comparable systems or servers; (B) expressly authorized in these Terms, an Order to be retained; or (C) retained to comply with litigation holds or applicable Law, such Confidential Information is only required to be destroyed in accordance with the Receiving Party's and its Receiving Party Representative's then-current data retention policies, litigation hold or applicable Law, whichever is the longest of the retention requirements. Subject to Company's data return and export rights under Section 7 of the DPA, Pindrop has no obligation to retain or otherwise make available any Company Data or any Customer Results after the effective termination date of an Order. The terms in this Section 8(d), all defined terms, rights or obligations that expressly survive expiration or termination and the rights and obligations contained in Sections 2(b) (Company Use Rights) (solely with respect to Customer Results), 2(d) (Restrictions) (to the extent applicable), 3 (Fees and Payments), 4(a) (Confidentiality), 4(b)(ii)(A), 4(c) (Pindrop Property), 4(d) (Company Property), 4(e) (Feedback), 5(b)(i) (Protection of Company Data) (for the time period stated in such Section), 5(c) (Limited Warranties), 6 (Responsibility for Third Party Claims), 7 (Limitation of Liability; Consequential Damages Waiver), and 9 (General) shall survive any expiration or termination of these Terms or any Order.
9. General
(a) Export Compliance. The Pindrop Property and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Pindrop and Company each represent that it is not on any government denied-party list. Company will not permit any User to access or use the Pindrop Property in an embargoed country or region or in violation of any applicable export law or regulation or other equivalent laws of other jurisdictions, as applicable.
(b) Governing Law; Jurisdiction and Attorneys' Fees. These Terms will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. With respect to any legal disputes between Company and Pindrop arising out of or related to these Terms, Company and Pindrop irrevocably consent to the exclusive personal jurisdiction of the federal courts located in Delaware or, if the Federal courts do not have jurisdiction, in the Superior Court of the State of Delaware, and any appellate court from any such state or Federal court. In the event of any dispute arising out of or related to these Terms, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs.
(c) Notices. All notices permitted or required under these Terms shall be in writing and shall be delivered as follows, except as otherwise expressly provided in these Terms, with notice deemed given as indicated (i) by personal delivery when delivered personally; (ii) by commercially established courier service upon delivery or, if the courier attempted delivery on a normal business day and delivery was not accepted, upon attempted delivery; or (iii) by certified or registered mail, return receipt requested, 10 days after deposit in the mail. Notice will be sent to each party respectively to the addresses set forth in the Order, as expressly provided herein, or at such other addresses as one party shall notify the other party of in writing.
(d) Waivers; Severability. Neither party shall by mere lapse of time without giving notice or taking other action be deemed to have waived any breach by the other party of any of the provisions of these Terms. Further, the waiver by either party of a particular breach of these Terms by the other party shall not be construed as, or constitute, a continuing waiver of such breach, or of other breaches of the same or other provisions of these Terms. If any provision of these Terms shall be held illegal, unenforceable, or in conflict with any law of a federal, state, or local government having jurisdiction over these Terms, the validity of the remaining portions or provisions hereof shall not be affected.
(e) Force Majeure. Neither party shall be liable for any failure or delay in performance under these Terms which might be due to strikes, shortages, riots, insurrection, fires, flood, storm, other weather conditions, explosion, acts of God, war, government action, inability to obtain delivery of parts, supplies or labor, labor conditions (including strikes, lockouts or other industrial disturbances), earthquakes, riots or acts of terrorism, epidemic, pandemic or any other cause which is beyond the reasonable control of such party.
(f) Assignment. Each party may, with prior written notice to the other party, assign these Terms and the then-current Orders to any third party who succeeds to substantially all of that party's assets and business related to the Product and Services covered under these Terms by merger or purchase, provided that the assignee assumes these Terms and the Order by an instrument in writing. Except as authorized in the preceding sentence, these Terms, including any Orders, may not be assigned or transferred by either party without the prior written consent of the other party.
(g) Injunctive Relief. Notwithstanding any other provision of these Terms, any violation by either party of the other party's intellectual property or proprietary rights will cause irreparable damage for which recovery of money damages would be inadequate, and the aggrieved party will therefore be entitled to seek timely injunctive relief to protect such party's rights, without the need to post bond.
(h) Entire Agreement; Order of Precedence. These Terms, together with any Order which has incorporated these Terms therein, (i) are the complete agreement between the parties with respect to the subject matter hereof and supersedes any and all prior agreements and understandings; and (ii) unless expressly authorized otherwise in these Terms, may be amended only in a writing that refers to these Terms and is signed by both parties. Notwithstanding the foregoing, Pindrop may update incorporated online documents (including the Support Program Terms, Acceptable Use Policy, and Documentation) from time to time upon prior notice to Company; provided, however, that no such update will apply during Company's then-current Subscription Term if it materially reduces Company’s contractual data-protection, information-security, service, support, or use rights, or materially increases Company's obligations. Pindrop may make immediate changes that are required by applicable law or reasonably necessary to address a material and imminent security, legal, or operational risk, provided that Pindrop gives notice where reasonably practicable and does not materially reduce the overall protections provided to Company. Otherwise, updated terms will apply only upon a new Order or the start of a renewal Subscription Term after reasonable prior notice. Upon renewal of any Subscription Term or a new Order, the then-current version of these Terms will apply to the renewed Subscription Term or new Order, as applicable. Company is responsible for reviewing these Terms periodically for changes. Company’s continued use of the Product after the start date of a renewal Subscription Term constitutes Company’s acceptance of the then-current version of the Terms. In the event of a conflict among the documents forming the agreement, the following order of precedence applies (highest to lowest): (a) the mandatory provisions of the EU Standard Contractual Clauses, UK Addendum, or Swiss adaptations, as applicable, for matters relating to restricted international data transfers; (b) the DPA, for matters relating to the processing of Personal Data; (c) the applicable Order, for product-specific, pricing, subscription, and other expressly negotiated commercial terms; (d) these Meetings Terms; (e) the Pindrop Pulse® for Meetings Support Program Terms, solely for operational support and SLA details to the extent not conflicting with an applicable Order or these Meetings Terms; and (f) the Acceptable Use Policy. The parties are independent contractors. Except as expressly agreed by the parties, neither party will be deemed to be an employee, agent, partner or legal representative of the other for any purpose and neither will have any right, power or authority to create any obligation or responsibility on behalf of the other. Notwithstanding anything to the contrary in the Company Provider Agreement, in the event of any conflict between these Terms and any Company Provider Agreements regarding Pindrop Property or any other subject matter covered under these Terms, these Terms shall control.
10. Definitions
(a) "AI Tool(s)" means a system, application, algorithm, statistical model or other technology used within or in connection with the Product that can perform tasks that typically require human intelligence, including understanding natural language, recognizing patterns, solving problems, making predictions, interpreting and processing data or that are prompted by inputs it receives to produce outputs, such as predictions, classifications, prescribed actions, content, recommendations or decisions based on Company Data and the analysis of the Meetings. AI Tools include machine learning-based algorithms for fraud risk, authentication and audio and video manipulation technologies (e.g., voice cloning, deepfakes). For purposes of clarity, AI Tools include Models.
(b) "Alert" means an output generated by the Product's analysis of a particular Meeting indicating a Meeting Participant may not be a real person or an authenticated participant.
(c) "Authorized Geography" has the meaning assigned in the applicable Order and is the country from which the Company authorizes Pindrop to provide the Product and Services.
(d) "Approved Marketplace" means the Zoom Marketplace, Microsoft Marketplace and such other comparable marketplaces that Pindrop elects to offer its Companion App in from time to time.
(e) "Authorized Reseller" means an entity that has been authorized by Pindrop in writing to resell the Product and Services to end user customers pursuant to a written reseller agreement with Pindrop.
(f) "Company Reseller Agreement" means the written agreement between Company and the Authorized Reseller pursuant to which Company acquires the Product from the Authorized Reseller.
(g) "Customer Results" means the Alerts and Pindrop Risk Ratings generated by Meeting Analysis and made available to Company through the Product's user interface or exportable meeting log information. Customer Results do not include Proprietary Prints or Technical Analysis Data, or any report template, scoring methodology, rubric, taxonomy, algorithm, Model, AI Tool, or other Pindrop Property used to generate or present them.
(h) "Company Data" means the data and information that are uploaded, transmitted, input or otherwise provided or made available by Company in connection with the Product, including each Meeting. Company Data includes, by way of example only, the Meeting Recording and the content therein, the display name of each participant in a Meeting, the email address of each such participant and the spoken content captured during the course of the Meeting.
(i) "Company Marketplace Agreement" means the written agreement between Company and the provider of the relevant Approved Marketplace pursuant to which Company obtains the Product via such Approved Marketplace.
(j) “Direct Order” means a document entered into directly between Company and Pindrop or its subsidiaries that incorporates these Terms by reference that describes the Product and/or related Services that Pindrop will provide to Company under these Terms.
(k) "Documentation" means any documentation, user guides and installation instructions applicable to the Product provided by Pindrop to the Company from time to time.
(l) "Error" has the meaning assigned in the Pindrop Pulse® for Meetings Support Program Terms.
(m) "Excused Event" has the meaning assigned in the Pindrop Pulse® for Meetings Support Program Terms.
(n) "Feedback" means all ideas, suggestions, or similar information that Company provides or otherwise makes available to Pindrop or its subsidiaries with respect to the Product.
(o) "Laws" means all laws, statutes, regulations and other types of government authority, including without limitation, the laws and regulations governing data privacy or data protection.
(p) "Liveness Detection" means an assessment by the Product as to the likelihood a speaker in a Meeting is a real person or not.
(q) "Marketplace Provider" means the company who operates the Approved Marketplace (e.g., Zoom or Microsoft).
(r) "Meeting" means a virtual meeting in the Meeting Platform analyzed by the Product.
(s) "Meeting Analysis" means the Product's processing or analysis of a Meeting and related Company Data, including the use, creation, modification, or authorized storage of Customer Results (including without limitation, Risk Ratings), Meeting Recordings, Proprietary Prints, and Technical Analysis Data.
(t) "Meeting Participant" means any person, including Users, who administers, hosts, attends or otherwise participates in meetings, calls, or other interactions that are processed by the Product covered under these Terms.
(u) "Meeting Platform" means the third-party virtual meeting service identified in the applicable Order, to which the Product can be added to analyze the Company Data and help provide enhanced security.
(v) “Meeting Recording” has the meaning as defined in Section 2(c) (General Company Responsibilities).
(w) "Model(s)" (Machine Learning Model) means a mathematical representation that, once trained on a dataset, can be used to make predictions and classifications on new data by learning patterns, in each case, to produce outputs from a given set of inputs within or incorporated into the Product.
(x) "Order” means either a Direct Order or Reseller Order.
(y) "Pindrop Risk Rating" means the classification, status, label or score provided by Pindrop's proprietary processes, including statistical and audio and video models, that indicates, including without limitation, whether a Meeting Participant is (i) synthetic or not; (ii) enrolled or not enrolled; (iii) authenticated or not authenticated; or (iv) such other classification or any associated scoring metrics provided, as may be applicable depending on the features and functionality in the Product.
(z) “Product” means the Pindrop Pulse for Meetings solution.
(aa) "Proprietary Prints" means the numerical values generated by the Product that are a sequence of floating-point numbers, are not reversible into the original audio or video, are not composed of an audio wave file or video, and do not contain any actual recorded conversation or visual content. Examples of proprietary prints include: (i) generic artifacts extracted to detect synthetic or recorded audio or video - not to identify a person; and (ii) voice features.
(bb) "Reseller Order" means a document entered into between Company and the Authorized Reseller pursuant to the Company Reseller Agreement that describes the Product and/or related Services that will be made available to Company and that incorporates these Terms by reference or otherwise makes these Terms applicable to Company's use of the Product.
(cc) "Security Assistant" means the functionality visible through the user interface of the Meeting Platform or a related interface that informs Meeting Participants that the Product is being used during a Meeting and, if applicable, displays Alerts.
(dd) “Services” means the support and maintenance services provided for the Product during the Subscription Term.
(ee) "Subscription Term" means the duration of the free trial or paid subscription for the Product, as detailed in the applicable Order.
(ff) "Support Program Terms" means Pindrop's standard support and maintenance services program applicable to the Product and available at https://meeting.pindrop.com/support-terms or such other terms provided to Company by Pindrop, as updated and/or supplemented by Pindrop from time to time upon notice to Company.
(gg) "Support Tools" means (i) software, web analytics tools or other technology used by Pindrop or its subsidiaries to (1) monitor, maintain or improve the performance, integrity or security of the Product; (2) identify portions of the Product that may require maintenance (including without limitation errors that may require correction); and (3) manage subscription-related metrics (e.g., expiration of the given Beta Term); or (ii) cookies that are set on a User's browser and used by Pindrop or its subsidiaries for the purpose of identifying Users and Company systems interacting with the Product, including the general location (e.g., city, state or country) of the IP addresses associated with Users who login into and use the Product.
(hh) "Technical Analysis Data" means Proprietary Prints and any intermediate or underlying signals, features, embeddings, vectors, calculations, model data, telemetry, and other technical data generated from the Meeting Analysis.
(ii) "User" means one of the Company's personnel who has been assigned a unique account that allows such person to access and add the Product to a Meeting, where such person has used the Product to analyze at least one Meeting during the applicable Subscription Term.