Last Updated: October 16, 2026
These Developer Terms of Service (these “Terms“) are an agreement between Krisp Technologies, Inc., a Delaware corporation with a principal place of business at 2150 Shattuck Avenue, Penthouse 1300, Berkeley, CA 94704 (“Krisp“, “we“, “us” or “our“), and the customer agreeing to these Terms (“Customer“, “you” or “your“). Krisp and Customer are each a “Party” and together the “Parties“.
These Terms govern Customer’s access to and use of Krisp’s application programming interfaces, software development kits, models and related documentation, tools and services (collectively, and as further defined in Section 1, the “Services“). Krisp APIs are available to all Customers, whether Individual Customers or Business Customers. Krisp SDKs, and the Evaluation Phase described in Exhibit C (Evaluation Terms), are available only to Business Customers. Section 2.2 describes which parts of these Terms apply to which Customers and Services.
These Terms are effective on the earliest of the date Customer first (i) electronically consents to a version of these Terms, (ii) executes an Order Form that references these Terms, or (iii) downloads, accesses or uses any Service (the “Effective Date“).
PLEASE READ CAREFULLY. If you are entering into these Terms on behalf of an organization, company or other entity, you represent that you have the legal authority to bind that entity, “Customer” refers to that entity, and that entity is a Business Customer. If you are entering into these Terms on your own behalf, “Customer” refers to you personally, you are an Individual Customer, and you represent that you are at least eighteen (18) years old (or the age of majority where you live, if higher). Individual Customers may access Krisp APIs only; Krisp SDKs and the Evaluation Phase are not available to Individual Customers. Additional terms for Individual Customers are set out in Exhibit D (Individual Customer Terms), which prevails over the rest of these Terms for Individual Customers. If you have a separately signed agreement with Krisp covering the Services, that agreement continues to apply, and these Terms apply only as described in Sections 2.7 and 2.8. SECTION 17 CONTAINS A BINDING INDIVIDUAL ARBITRATION AGREEMENT AND CLASS ACTION WAIVER THAT AFFECT HOW DISPUTES ARE RESOLVED. YOU MAY OPT OUT AS DESCRIBED IN SECTION 17.3. DIFFERENT RULES APPLY TO INDIVIDUAL CONSUMERS WHO LIVE OUTSIDE THE UNITED STATES, AS DESCRIBED IN EXHIBIT D.
1. DEFINITIONS
Capitalized terms have the meanings set out below or where first defined in these Terms.
1.1 “Acceptable Use Policy” means the acceptable use policy set out in Exhibit E.
1.2 “Affiliate” means an entity that controls, is controlled by, or is under common control with a Party, where “control” means ownership of more than fifty percent (50%) of the voting interests of the entity.
1.3 “Auto-Reporting Mechanism” means the functionality embedded in a Krisp SDK that communicates with Krisp’s servers for purposes of license verification, feature enablement and transmission of Usage Data, as described in Exhibit A.
1.4 “Business Customer” means a Customer that is a corporation, partnership, limited liability company or other legal entity or organization, acting through an authorized representative.
1.5 “Credentials” has the meaning given in Section 6.4.
1.6 “Customer Content” means Inputs and Outputs, collectively.
1.7 “Customer Products” means the applications, products, services and devices owned or operated by Customer that incorporate, embed, call or otherwise use the Services and that Customer makes available to End Users, including as described in any applicable Order Form.
1.8 “Documentation” means the then-current technical documentation, specifications, integration guides and usage policies for the Services, including the descriptions of the Services on Krisp’s developer products webpage that Krisp makes available to Customer, as updated by Krisp from time to time.
1.9 “DPA” means the Krisp Developers Data Processing Addendum, available at https://krisp.ai/krisp-dpa-api.pdf, as updated from time to time, which is incorporated into these Terms by reference.
1.10 “End User” means any individual or entity that accesses or uses a Customer Product.
1.11 “Evaluation Period” has the meaning given in Section C.3 of Exhibit C.
1.12 “Evaluation Phase” means, for a Business Customer, the period during which it makes Evaluation Use of a Service in accordance with Exhibit C or an Existing Evaluation Agreement.
1.13 “Evaluation Use” means use of the Services by a Business Customer solely for its internal, non-commercial evaluation and testing to determine whether the Services meet its requirements for incorporation into Customer Products, as further described in Exhibit C, and including any pilot that Krisp has approved under Section C.4(b) of Exhibit C.
1.14 “Existing Evaluation Agreement” has the meaning given in Section 2.7.
1.15 “Existing Production Agreement” has the meaning given in Section 2.8.
1.16 “Fees” has the meaning given in Section 11.2.
1.17 “Individual Customer” means a Customer who is a natural person entering into these Terms on their own behalf.
1.18 “Inputs” means audio, text, parameters, files and other data that Customer or its End Users submit to, or process through, the Services.
1.19 “Krisp API” means a hosted application programming interface operated by Krisp that Customer accesses remotely through API calls, together with related client libraries and Documentation, as described in Exhibit B.
1.20 “Krisp SDK” means a downloadable software development kit, library, model or other software component supplied by Krisp that Customer installs and runs within its own environment or Customer Products, together with related Documentation, as described in Exhibit A.
1.21 “NDA” has the meaning given in Section 2.7.
1.22 “Order Form” means (a) an ordering document, quote or order form executed by both Parties that references these Terms, or (b) a Customer’s online selection of a Service, plan or Subscription through Krisp’s website, developer portal or account dashboard, in each case identifying the Services, phase of use, usage limits, Permitted Use, fees and term, as applicable. Where these Terms require an Order Form “executed by both Parties”, only an Order Form under clause (a) qualifies.
1.23 “Outputs” means enhanced or processed audio, transcripts, translations, synthesized audio and other results generated by the Services from Inputs.
1.24 “Permitted Use” means the use case(s), deployment model(s) and field(s) of use for which a Service is licensed, as designated in the applicable Order Form or Service-Specific Terms and, absent such designation, in the Documentation.
1.25 “Production Use” means any use of the Services other than Evaluation Use, including any use (a) in or with Customer Products made available to End Users, (b) with live, real-world traffic or data, (c) for commercial, revenue-generating or productive business purposes, or (d) through Self-Serve Access.
1.26 “Self-Serve Access” means access to Krisp APIs obtained by creating an account through Krisp’s website or developer portal and paid for under a Self-Serve Plan (including with Usage Credits or a recurring plan fee), without an Order Form executed by both Parties. Self-Serve Access is available to Individual Customers and Business Customers.
1.27 “Self-Serve Plan” means a plan for Self-Serve Access that Customer selects through Krisp’s website, developer portal or account dashboard (for example, a trial, pay-as-you-go or recurring monthly plan), as described on Krisp’s pricing page.
1.28 “Service-Specific Terms” means the additional terms that apply to particular Services, set out in Exhibit A (Krisp SDKs) and Exhibit B (Krisp APIs), as updated by Krisp in accordance with Section 19.3.
1.29 “Services” means the Krisp SDKs and Krisp APIs identified in an Order Form or otherwise made available to Customer under these Terms, together with all updates, upgrades, new versions, Documentation, support and other services Krisp provides under or references in these Terms.
1.30 “Subscription” means a Business Customer’s right to make Production Use of a Service for a Subscription Term in exchange for the applicable Fees, as set out in an Order Form.
1.31 “Subscription Term” has the meaning given in Section 12.3.
1.32 “Territory” means worldwide, subject to Section 16 and unless otherwise limited in an Order Form.
1.33 “Usage Credits” means prepaid, plan-included or complimentary (including promotional) credits made available to a Customer’s account that are consumed by use of Krisp APIs at the rates published by Krisp or stated in an Order Form, as further described in Section 11.3.
1.34 “Usage Data” means technical, operational and usage information generated by or transmitted to Krisp in connection with the operation of the Services, including API request metadata (such as timestamps, language pairs, sample rates and account identifiers), minutes processed, SDK version and server or device counts, license verification data, telemetry, error and diagnostic logs, and aggregate statistics derived from any of the foregoing. Usage Data does not include the content of any Customer Content.
2. AGREEMENT STRUCTURE; PHASES OF USE
2.1 Components and Order of Precedence. These Terms consist of this main body, the Service-Specific Terms, Exhibit C (Evaluation Terms), Exhibit D (Individual Customer Terms), Exhibit E (Acceptable Use Policy), the DPA, the Privacy Policy (to the extent provided in Section 7.6), the Documentation and each Order Form. In the event of a conflict, the following order of precedence applies (highest first): (a) subject to and as provided in Sections 2.7 and 2.8, any Existing Production Agreement (which, as provided in Section 2.8, governs the Services it covers to the exclusion of these Terms except to the extent it expressly incorporates them), any Existing Evaluation Agreement (with respect to Customer’s evaluation of the Services) and any NDA (with respect to Confidential Information, as and to the extent provided in Section 9.7); (b) an Order Form executed by both Parties, but only for the Services and term covered by that Order Form; (c) Exhibit C (with respect to Evaluation Use) and Exhibit D (with respect to Individual Customers); (d) the Service-Specific Terms; (e) this main body and Exhibit E; and (f) the Documentation. Notwithstanding the foregoing, the DPA prevails over the other components of these Terms with respect to the processing of personal data. Selections made on an online Order Form (such as a plan selection) supplement, but do not override, this main body or the Service-Specific Terms.
2.2 Eligibility; Which Terms Apply.
(a) Krisp APIs — all Customers. Krisp APIs are available to Individual Customers and Business Customers, either through Self-Serve Access or, for Business Customers, under an Order Form. Use of Krisp APIs is Production Use governed by Section 4 unless a Business Customer has been granted Evaluation Use under Exhibit C.
(b) Krisp SDKs — Business Customers only. Krisp SDKs are made available only to Business Customers under an Order Form. Individual Customers may not download, access or use any Krisp SDK, and no license to any Krisp SDK is granted to an Individual Customer under these Terms.
(c) Evaluation Phase — Business Customers only. Exhibit C (Evaluation Terms) applies only to Business Customers that Krisp has admitted to an evaluation under an Order Form, or that are evaluating the Services under an Existing Evaluation Agreement (in which case Section 2.7 applies). Self-Serve Access does not include an Evaluation Phase; a Customer using Self-Serve Access (including with complimentary Usage Credits) is making Production Use of the Krisp APIs under Section 4 from the outset.
(d) Provisions specific to each type of Customer. Sections 2.3 through 2.6, 4.1(a), 4.6, 4.7(b) through 4.7(d) and 4.8, Exhibit A and Exhibit C apply only to Business Customers, and Exhibit D applies only to Individual Customers. All other provisions apply to all Customers.
2.3 Two Phases of Use (Business Customers). A Business Customer’s use of each Service is either Evaluation Use, governed by Exhibit C, or Production Use, governed by Section 4. All other provisions of these Terms apply to both phases unless a provision states that it applies only to one phase. A Business Customer admitted to an evaluation of a Service may not make Production Use of that Service until it purchases a Subscription for that Service or obtains Self-Serve Access to it.
2.4 No Obligation to Proceed. Nothing in these Terms obligates either Party to proceed from Evaluation Use to Production Use. A Subscription or Self-Serve Plan arises only upon Customer’s purchase of a plan through Krisp’s ordering process or execution of an Order Form by both Parties, and until then either Party may end the evaluation or any related discussions for any reason without liability.
2.5 Conversion to Production Use. Upon commencement of a Subscription for a Service following an evaluation, whether conducted under Exhibit C or under an Existing Evaluation Agreement, Customer acknowledges that it has had a full opportunity to evaluate that Service, that the Service meets Customer’s requirements for incorporation into the Customer Products, and that Customer’s obligation to pay the applicable Fees arises as of the start of the Subscription Term and is not contingent upon Customer’s installation, integration or actual use of the Service.
2.6 Affiliates. A Business Customer may exercise its rights under these Terms through its Affiliates that are identified in an Order Form or otherwise approved by Krisp in writing (including by email), provided that: (i) each such Affiliate is bound by written obligations of confidentiality and use restrictions at least as protective of Krisp as those in these Terms; (ii) such Affiliates use the Services solely on behalf of and for the benefit of Customer, and Customer does not permit them to grant any further rights in the Services to any third party; (iii) Customer may permit an Affiliate approved under this Section 2.6 to use Customer’s Credentials, but does not otherwise share or pool Credentials across legal entities; and (iv) Customer remains fully responsible and liable for all acts and omissions of its Affiliates as if they were Customer’s own, and any breach of these Terms by an Affiliate is deemed a breach by Customer. Exercise of rights through Affiliates under this Section 2.6 does not constitute a sublicense.
2.7 Existing Evaluation Agreements and NDAs. If Customer and Krisp have entered into a separately executed written evaluation agreement, software evaluation agreement, pilot agreement or similar agreement covering Customer’s evaluation of any Service (an “Existing Evaluation Agreement”), or a separately executed non-disclosure or confidentiality agreement (an “NDA”), whether before or after the Effective Date, then notwithstanding anything to the contrary in these Terms: (a) the Existing Evaluation Agreement and the NDA continue in full force and effect in accordance with their terms; (b) these Terms apply to Customer’s evaluation of the Services only to the extent they do not conflict with the Existing Evaluation Agreement or the NDA, and in the event of any conflict the Existing Evaluation Agreement or the NDA, as applicable, governs and controls; (c) Section 4 (Production Use) and the other provisions of these Terms that apply to Production Use do not apply to Customer unless and until Customer purchases a Subscription for, or obtains Self-Serve Access to, a Service, at which time these Terms govern Customer’s Production Use of that Service and the Existing Evaluation Agreement ceases to govern that Service (without prejudice to the NDA, which continues as provided in Section 9.7); and (d) Customer’s acceptance of these Terms during an evaluation conducted under an Existing Evaluation Agreement (including by downloading an updated Krisp SDK or accessing Krisp’s developer portal) does not, by itself, constitute Production Use, create a Subscription or shorten the evaluation period under the Existing Evaluation Agreement. Nothing in these Terms extends the term of, or revives, an Existing Evaluation Agreement that has expired or been terminated.
2.8 Existing Production Agreements. If Customer and Krisp have entered into a separately executed technology license agreement, software license agreement, subscription agreement or similar agreement covering Customer’s Production Use of any Service (an “Existing Production Agreement“), whether before or after the Effective Date, then notwithstanding anything to the contrary in these Terms: (a) the Existing Production Agreement continues in full force and effect in accordance with its terms and governs Customer’s use of the Services it covers, and these Terms do not apply to those Services except to the extent the Existing Production Agreement expressly incorporates them; (b) these Terms govern Customer’s use of any Service that the Existing Production Agreement does not cover; and (c) Customer’s acceptance of these Terms (including by creating an account, downloading an updated Krisp SDK or accessing Krisp’s developer portal) does not amend, extend, renew or terminate the Existing Production Agreement. After an Existing Production Agreement expires or terminates, any continued use of the Services it covered requires a Subscription or Self-Serve Access under these Terms.
3. EVALUATION PHASE (BUSINESS CUSTOMERS ONLY)
Evaluation Use of the Services by Business Customers is governed by Exhibit C (Evaluation Terms). Exhibit C does not apply to Individual Customers or to Self-Serve Access. Where an Existing Evaluation Agreement applies to Customer’s evaluation, Exhibit C applies only to the extent provided in Section 2.7.
4. PRODUCTION USE
This Section 4 applies to (a) every Customer using Krisp APIs through Self-Serve Access, and (b) every Business Customer with a Subscription. Sections 4.1(a), 4.6, 4.7(b) through 4.7(d) and 4.8 apply only to Business Customers; Section 4.4 applies to every Customer that makes Customer Products available to End Users.
4.1 Production License. Subject to Customer’s compliance with these Terms (including timely payment of Fees, maintenance of sufficient Usage Credits where applicable, and compliance with the Deployment and Connectivity Requirements in Exhibit A), Krisp grants Customer, during the applicable Subscription Term (or, for Self-Serve Access, for so long as Customer maintains an account in good standing with available Usage Credits or Included Usage), a limited, non-exclusive, non-transferable, non-sublicensable (except as expressly set out in Section 4.4) license, revocable only in accordance with Section 12 or Section 16, to:
(a) Krisp SDKs (Business Customers only). Install and use a reasonable number of copies of each subscribed Krisp SDK on systems owned or controlled by Customer in order to integrate that Krisp SDK into the Customer Products, and reproduce and distribute that Krisp SDK solely in object code form as an embedded and inseparable component of the Customer Products, solely to provide the functionality of the Krisp SDK to End Users for the Permitted Use in the Territory; and
(b) Krisp APIs. Access and use each subscribed Krisp API through API calls, including to power the Customer Products that Customer makes available to End Users, for the Permitted Use in the Territory.
4.2 Delivery and Acceptance. Krisp will make each subscribed Krisp SDK, and Credentials for each Krisp API, available to Customer electronically. Each Service is deemed delivered to and accepted by Customer upon the start of the applicable Subscription Term or activation of Self-Serve Access, without any further inspection, testing or acceptance procedure. Updates, upgrades and new versions of the Services that Krisp makes available from time to time are deemed delivered and accepted when Krisp makes them available.
4.3 Permitted Use. Customer will use each Service only for its Permitted Use. By way of example, a Service licensed for on-server human-to-voice-bot communications (such as automated virtual assistants) may not be used for real-time human-to-human communications unless the Order Form expressly includes that use. Use of a Service outside its Permitted Use requires a separate Order Form and may be subject to additional Fees.
4.4 End User Terms. Where Customer makes Customer Products available to End Users, Customer is responsible for ensuring that each End User is bound by legally enforceable terms (for example, Customer’s terms of service or end user license agreement) that (a) restrict End Users’ use of the functionality of the Services within the Customer Products at least to the same extent as Sections 5 and 6 restrict Customer, (b) disclaim, on behalf of Krisp and its licensors, all warranties and liability to End Users to the maximum extent permitted by law, and (c) do not purport to grant End Users any rights in the Services beyond use of the Customer Products (“End User Terms“). Customer will enforce the End User Terms and is solely responsible for all support to, and all claims by, End Users. Krisp has no obligation to any End User. Customer’s right to distribute Krisp SDKs as part of the Customer Products under Section 4.1(a) is a limited distribution right conditioned on this Section 4.4 and does not permit Customer to sublicense any Krisp SDK on a stand-alone basis.
4.5 Updates and Supported Versions. Krisp may release updates, patches and new versions of the Services. Customer will not distribute any version of a Krisp SDK in new or updated Customer Products after the end-of-support date that Krisp has notified for that version. Krisp’s support, warranty and indemnity obligations apply only to supported versions of the Services, as provided in Sections 8.3, 13.3 and 14.3. Krisp will use commercially reasonable efforts to give Customer at least ninety (90) days’ notice before ending support for a version of a Krisp SDK or Krisp API.
4.6 Deployment and Connectivity Requirements (Krisp SDKs). Customer will package, deploy and operate each Krisp SDK in accordance with the Deployment and Connectivity Requirements set out in Section A.2 of Exhibit A.
4.7 Usage Reporting, Records and Audit.
(a) Usage Data automatically transmitted by the Auto-Reporting Mechanism or generated by Krisp’s API infrastructure is the primary basis for measuring Customer’s usage and calculating Fees.
(b) Customer will maintain accurate and complete records relating to its use of the Services and its distribution of the Customer Products sufficient to verify compliance with these Terms and the accuracy of Fees, and will provide Krisp with a written usage report within fifteen (15) days after Krisp’s written request.
(c) Not more than twice in any twelve (12) month period, and upon at least fifteen (15) business days’ prior written notice, Krisp or an independent auditor bound by confidentiality obligations may inspect and audit such records during Customer’s normal business hours in a manner that does not unreasonably interfere with Customer’s business.
(d) If an audit or report reveals that Customer’s usage exceeded the usage reported or licensed, Customer will promptly pay all underpaid Fees at the then-applicable rates. If the discrepancy exceeds ten percent (10%) for the audited period, Customer will also reimburse Krisp’s reasonable audit costs. If the discrepancy exceeds twenty percent (20%) in any two calendar quarters within a twelve (12) month period, the discrepancy constitutes a material breach that Krisp may treat as incapable of cure under Section 12.4.
4.8 Publicity. During the Subscription Term, each Party may identify the other as a customer or technology provider (as applicable), including by using the other Party’s name and logo in customer or partner lists and marketing materials, in accordance with any brand guidelines the other Party provides. Either Party may withdraw this permission on written notice, in which case the other Party will cease the use. Any press release or case study requires the other Party’s prior written approval.
5. LICENSE RESTRICTIONS
Except as expressly permitted in these Terms or an Order Form, Customer will not, and will not permit or induce any third party (including any Affiliate or End User) to:
(a) copy, modify, translate, adapt or create derivative works of the Services (other than configuration in accordance with the Documentation and integration of a Krisp SDK into the Customer Products as permitted in Section 4.1 or Section C.2 of Exhibit C);
(b) decompile, reverse engineer, disassemble or otherwise attempt to reconstruct, derive or discover the source code, model weights, model parameters, training data, training methodology, underlying ideas or algorithms of any component of the Services, whether by inspection, model inversion, model extraction, distillation, membership inference or any other technique;
(c) use the Services, or any Output, to develop, train, fine-tune, distill or improve any product, service or model that competes with the Services, including any speech enhancement, noise cancellation, voice isolation, speech-to-text, machine translation, text-to-speech, speech-to-speech, or voice cloning model that is or could be competitive with the Services, provided that internal, non-public testing and comparison of the Services with other products or services in accordance with Section 5(g) does not breach this Section 5(c);
(d) sell, resell, rent, lease, lend, sublicense, distribute, white-label, rebrand or otherwise make the Services available to any third party, or expose a Service to End Users in a manner substantially equivalent to providing the Service itself (as opposed to providing Customer Products that use the Service as a component), other than distribution of a Krisp SDK embedded in the Customer Products as permitted in Section 4.1(a);
(e) remove, alter or obscure any copyright, trademark, patent or other proprietary rights notice on or in the Services, or use any Krisp trademark, logo or brand feature except as permitted in Section 4.8;
(f) disable, obscure, circumvent, intercept or interfere with any Auto-Reporting Mechanism, license verification, connectivity, metering, security, rate-limiting or other reporting, communication or control mechanism within the Services, or use any means to exceed or circumvent usage quotas, Included Usage or other limits, including by using multiple accounts;
(g) publicly disclose, publish or otherwise make available to any third party the results of any benchmark, performance test, comparison or competitive evaluation of the Services without Krisp’s prior written consent (which Krisp may withhold in its sole discretion); provided that Customer may conduct internal, non-public testing and evaluation of the Services for its own purposes, so long as such testing complies with Section 5(c) and does not exceed Customer’s applicable usage limits;
(h) use the Services outside the Permitted Use, in excess of the scope of the license granted in Section 4.1 or Section C.2 of Exhibit C, or in any manner inconsistent with the Documentation;
(i) access the Services in order to monitor their availability, performance or functionality for any competitive purpose, or use any robot, scraper or other automated means to access the Services except through the documented interfaces; or
(j) support or assist any third party in doing any of the foregoing.
6. TRUST AND SAFETY; ACCEPTABLE USE; ACCOUNT SECURITY
6.1 Compliance with Law. Each Party will comply with all laws applicable to its provision (for Krisp) or use (for Customer) of the Services, including applicable data privacy, recording-consent, wiretap, AI-disclosure, synthetic-media, telecommunications, biometric, consumer protection, export-control and sanctions laws.
6.2 Acceptable Use. Customer will comply, and will ensure that its End Users comply, with the Acceptable Use Policy set out in Exhibit E.
6.3 Limitations of Outputs; Notice to End Users. It is Customer’s responsibility to evaluate whether Outputs are appropriate for Customer’s use case, including whether human review is appropriate, before using or sharing Outputs. Customer acknowledges, and where applicable law so requires must notify its End Users, that: (a) the Services use machine learning and may produce Outputs that are inaccurate, incomplete, misleading or otherwise inappropriate, and critical content should not be relied on without independent verification; (b) speech enhancement Outputs may alter, attenuate or remove portions of the original audio; and (c) synthesized audio Outputs are AI-generated and are not a recording of a human speaker. Customer will comply, and will require its End Users to comply, with applicable laws requiring disclosure of AI-generated or AI-processed content.
6.4 Service Account and Credentials. Customer is responsible for all activity that occurs under its account, whether or not authorized by Customer. Customer will: (a) keep API keys, license keys, tokens and other credentials for the Services (“Credentials“) confidential and treat them as Krisp’s Confidential Information; (b) implement appropriate technical and organizational measures to secure Credentials in transit, at rest and in any application source code, build pipeline or configuration store, and not embed Credentials in client-side code accessible to End Users; (c) prevent unauthorized access to and use of the Services through Customer’s account; (d) not share, sell, transfer or pool Credentials across legal entities, accounts or environments except as permitted in Section 2.6, and not use multiple accounts to extend free or paid tier limits; and (e) promptly notify Krisp at [email protected] upon becoming aware of any actual or suspected unauthorized access to, compromise of or loss of Credentials, or any denial-of-service or similar malicious activity that may negatively impact the Services, and reasonably cooperate with Krisp’s investigation and response.
6.5 Investigation and Enforcement. Krisp does not monitor the content of Customer Content, which Krisp does not retain except as described in Section 7.2(b). Krisp nevertheless reserves the right to: (a) investigate any credible report of abuse, security incident or violation of these Terms, including by reviewing Usage Data, system logs and any information Customer has voluntarily provided to Krisp; (b) request from Customer information reasonably necessary to assess Customer’s compliance with these Terms or applicable law, to which Customer will respond promptly and in good faith; (c) suspend or terminate Customer’s access in accordance with Section 12; (d) report violations or suspected violations to, and otherwise cooperate with, law enforcement, regulators and other government authorities; and (e) take other steps reasonably necessary to enforce these Terms and protect the safety and integrity of the Services.
6.6 Protected Health Information. Customer will not use a Krisp API (including through a Krisp SDK that calls a Krisp API) to process, or otherwise transmit to Krisp, any “protected health information” as defined under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (“PHI“), unless Customer and Krisp have entered into a business associate agreement that covers that processing. Customer is solely responsible for any PHI submitted in breach of this Section 6.6.
7. CUSTOMER CONTENT; DATA
7.1 Ownership of Customer Content. As between the Parties and to the extent permitted by applicable law, Customer (a) retains all rights in its Inputs and (b) owns its Outputs. Subject to Customer’s compliance with these Terms, Krisp hereby assigns to Customer all of Krisp’s right, title and interest (if any) in and to Outputs, and disclaims any rights it receives in Customer Content under these Terms. Because the Services rely on machine learning, similar Outputs may be generated for other customers from similar Inputs, and Krisp makes no representation that Outputs are unique. This Section 7.1 applies to both Evaluation Use and Production Use.
7.2 How Customer Content Is Processed.
(a) Krisp SDKs. Krisp SDKs process Customer Content locally within Customer’s own environment or Customer Products. Krisp does not receive, access, store or process Customer Content processed by a Krisp SDK; the Auto-Reporting Mechanism transmits only Usage Data to Krisp. This Section 7.2(a) does not apply to Inputs that a Krisp SDK sends to a Krisp API for processing, as described in the Service-Specific Terms for that Krisp SDK (for example, the Voice Translation SDK); those Inputs are processed as described in Section 7.2(b) and the applicable Service-Specific Terms.
(b) Krisp APIs. Inputs submitted to a Krisp API and the resulting Outputs are processed transiently in memory. Krisp does not retain, store, log, archive, back up or otherwise persist Inputs or Outputs after the relevant API request is served, except to the extent (i) Customer expressly enables a feature that requires storage (such as an asynchronous or batch processing feature described in the Documentation), in which case Krisp will retain Customer Content only for the period stated in the Documentation for that feature, or (ii) required by applicable law. Krisp retains only the Usage Data necessary to operate, secure, meter, bill and support the Services.
7.3 No Training on Customer Content. Krisp will not use Customer Content to train, fine-tune, improve, evaluate, benchmark or otherwise develop any Krisp machine-learning model or any third party’s machine-learning model. This commitment is unconditional and is not subject to any opt-out or election. For clarity, this Section 7.3 does not restrict Krisp’s use of Usage Data (Section 7.4) or Feedback (Section 10.3).
7.4 Usage Data. Krisp owns all Usage Data and may collect and use Usage Data to provide, operate, secure, meter, bill, support, maintain and improve the Services, to verify compliance with these Terms, and to develop aggregate statistics and analytics across its customer base, provided that Krisp will not disclose Usage Data in a form that identifies Customer to any third party other than its service providers and as required by law.
7.5 Service Providers. Krisp may use service providers, such as cloud hosting providers, to operate the Services. The current list of service providers acting as subprocessors is set out in the DPA.
7.6 Data Privacy. Personal data contained in Customer Content that Krisp processes on Customer’s behalf is processed in accordance with the DPA. Personal information that Krisp collects from Customer and its authorized representatives in connection with Customer’s account, billing, support and use of the Services, and for which Krisp acts as a controller, is processed in accordance with the Krisp Privacy Policy available at https://krisp.ai/privacy-policy/, which is incorporated into these Terms by reference.
8. SERVICE CHANGES; BETA FEATURES; SUPPORT
8.1 Service Modifications. Krisp may modify, enhance, replace or discontinue features of the Services at any time, in whole or in part. Krisp will use commercially reasonable efforts to provide at least thirty (30) days’ advance notice of any change that would materially reduce the existing functionality of a subscribed Service and that is reasonably likely to disadvantage Customer; this commitment does not apply to Beta Features, to security-driven changes, or to changes required by applicable law or by Krisp’s licensors or service providers. A change to the Documentation that narrows the Permitted Use of a subscribed Service is a change under this Section 8.1. If a change under this Section 8.1 materially and adversely affects a Service under a Subscription, Customer may terminate the affected Subscription on written notice within thirty (30) days after the change takes effect and receive a pro-rata refund of any prepaid Fees for the terminated portion of the Subscription Term, as Customer’s sole remedy.
8.2 Beta Features. Krisp may from time to time make beta, alpha, preview, experimental or other pre-release features or Services available (collectively, “Beta Features“). Beta Features are provided “AS IS” and “AS AVAILABLE” without any warranty, indemnity, support obligation or service level commitment, and Krisp may modify, suspend, withdraw or discontinue any Beta Feature at any time, in its sole discretion, without notice and without liability. Unless the Documentation or Krisp states otherwise, Customer may use Beta Features (including Krisp APIs labeled as beta) in Production Use, at Customer’s sole risk.
8.3 Support. During a Subscription Term, Krisp will provide technical support for the installation, integration and use of the subscribed Services in accordance with Customer’s plan or Subscription, as described on Krisp’s pricing page, in the account dashboard, in the Documentation or in the applicable Order Form. Krisp may update its support offerings from time to time, provided that it will not materially reduce the level of support for a subscribed Service during the then-current Subscription Term. Support is provided only for supported versions of the Services (Section 4.5). Support during an evaluation is described in Exhibit C.
9. CONFIDENTIALITY
9.1 Definition. “Confidential Information” means any information disclosed (directly or indirectly) by or on behalf of a Party (“Discloser“) to the other Party (“Recipient“) in connection with these Terms that (a) is in written, graphic, machine-readable or other tangible form and is marked “Confidential,” “Proprietary” or in some other manner to indicate its confidential nature; (b) is disclosed orally or visually and is identified as confidential at the time of disclosure; or (c) a reasonable person would understand to be confidential or proprietary under the circumstances, including any combination of individual items of information. Without limiting the foregoing, the Services (including any non-public Documentation, source or object code, models, roadmaps and performance data), Krisp’s non-public pricing and Credentials are Krisp’s Confidential Information, and Customer Content, Customer’s evaluation results and non-public information about the Customer Products are Customer’s Confidential Information. Confidential Information may include information of a third party in the possession of Discloser. The terms (but not the existence) of any executed Order Form are the Confidential Information of both Parties.
9.2 Exceptions. Confidential Information does not include information that Recipient can demonstrate: (a) was publicly known or generally available without a duty of confidentiality before its disclosure by Discloser; (b) becomes publicly known or generally available without a duty of confidentiality after disclosure through no wrongful act or omission of Recipient or its Representatives; (c) was rightfully in Recipient’s possession without confidentiality obligations at the time of disclosure, as shown by Recipient’s contemporaneous written records; (d) is rightfully obtained by Recipient from a third party without a duty of confidentiality and without breach of that third party’s obligations; or (e) is independently developed by Recipient without use of or reference to Discloser’s Confidential Information, as shown by contemporaneous written records. A combination of items of information will not fall within these exceptions merely because individual items do, unless the combination as a whole does.
9.3 Obligations. Recipient will (a) use Discloser’s Confidential Information only to exercise its rights and perform its obligations under these Terms (including, during the Evaluation Phase, to evaluate the Services and engage in discussions concerning a potential Subscription); (b) not disclose Discloser’s Confidential Information to any third party except to Recipient’s and its Affiliates’ employees, officers, directors, contractors, professional advisors and (in Krisp’s case) service providers who have a need to know for those purposes and who are bound by written or professional obligations of confidentiality at least as protective as those in this Section 9 (“Representatives“); (c) protect Discloser’s Confidential Information using at least the degree of care it uses to protect its own confidential information of a similar nature, and in no event less than reasonable care; (d) reproduce Discloser’s proprietary rights notices on any authorized copies; and (e) promptly notify Discloser upon becoming aware of any actual or suspected unauthorized use or disclosure of Discloser’s Confidential Information. Recipient is responsible and liable for any breach of this Section 9 by its Representatives. Recipient will not, and will ensure its Representatives do not, reverse engineer, disassemble or decompile any prototypes, software, samples or other tangible objects that embody Discloser’s Confidential Information.
9.4 Compelled Disclosure. Recipient may disclose Discloser’s Confidential Information to the extent required by law, regulation, court order or administrative order, provided that Recipient (where legally permitted) gives Discloser prompt written notice, reasonably cooperates with Discloser’s efforts (at Discloser’s expense) to obtain a protective order or otherwise prevent or narrow the disclosure, and discloses only the portion legally required to be disclosed. Confidential Information so disclosed retains its confidential status for all other purposes.
9.5 Duration. The obligations in this Section 9 apply during the Term and for three (3) years after termination or expiration of these Terms, except that (a) obligations with respect to Confidential Information that constitutes a trade secret under applicable law continue for as long as the information remains a trade secret, and (b) obligations with respect to Customer Content and Credentials continue for as long as Recipient retains them.
9.6 Return or Destruction. Upon Discloser’s written request, and in any event within ten (10) days after termination or expiration of these Terms, Recipient will return or destroy (and, on request, certify destruction of) all documents and tangible objects containing Discloser’s Confidential Information and all copies, extracts and notes derived therefrom in the possession of Recipient or its Representatives. Notwithstanding the foregoing, Recipient may retain (a) one archival copy solely for the purpose of ensuring compliance with these Terms and defending any claim relating to these Terms, (b) copies to the extent required by law, rule or regulation, and (c) copies contained in automated back-up or archival electronic storage that are not readily accessible in the ordinary course, in each case subject to this Section 9 for as long as retained. Because Krisp does not retain Customer Content (Section 7.2), there is no Customer Content for Krisp to return or delete on termination, other than as described in Section 7.2(b)(i).
9.7 Existing NDA. If the Parties have entered into an NDA, the NDA continues to apply to Confidential Information exchanged in connection with the Services, and in the event of a conflict between the NDA and this Section 9, (a) the NDA governs and controls with respect to Confidential Information exchanged in connection with an evaluation or otherwise before Customer’s first Production Use of a Service, and (b) this Section 9 governs and controls with respect to Confidential Information exchanged in connection with Production Use. To the extent the NDA does not address a matter covered by this Section 9, this Section 9 applies.
9.8 Remedies. Each Party acknowledges that a breach of this Section 9 may cause irreparable harm for which monetary damages would be an inadequate remedy, and that the non-breaching Party is entitled to seek injunctive or other equitable relief in addition to all other remedies available at law or in equity.
10. INTELLECTUAL PROPERTY; FEEDBACK
10.1 Krisp Ownership. As between the Parties, Krisp (or, where applicable, its licensors) owns and retains all right, title and interest, including all patent, copyright, trademark, trade secret and other intellectual property rights, in and to the Services and all components of the Services, including: (a) Krisp’s proprietary AI models, model weights, training data, training methodologies and algorithms; (b) each Krisp SDK, Krisp API and all related interfaces, protocols, schemas, code, libraries and Documentation; (c) the infrastructure on which the Services operate; (d) Usage Data and all analytics and aggregate statistics derived from it; (e) the design, structure, “look and feel” and arrangement of the Services, and all Krisp trademarks, service marks, logos and other brand features (“Krisp Marks“); and (f) all improvements, modifications, updates and derivative works of any of the foregoing, by whomever made, but excluding Outputs (which are addressed in Section 7.1) and the Customer Products (which are addressed in Section 10.2). Customer will not commit, or permit or induce any third party to commit, any act inconsistent with Krisp’s or its licensors’ rights in the Services. There are no implied rights or licenses in these Terms, and all rights not expressly granted are reserved by Krisp.
10.2 Customer Ownership. As between the Parties, Customer owns and retains all right, title and interest in and to the Customer Products (excluding the Services and any Krisp Confidential Information embedded in them), Customer Content, and Customer’s trademarks and brand features. Except for the limited rights expressly granted in these Terms, Customer grants Krisp no rights in the Customer Products or Customer Content.
10.3 Feedback. If Customer, or any End User through Customer, provides Krisp with suggestions, comments, ideas, enhancement requests, recommendations or other feedback regarding the Services (“Feedback“), Customer hereby grants Krisp a perpetual, irrevocable, non-exclusive, royalty-free, fully paid-up, worldwide, transferable license (with the right to sublicense through multiple tiers) under Customer’s and its licensors’ intellectual property rights to use, reproduce, modify, prepare derivative works of, distribute, perform, display and otherwise exploit the Feedback for any purpose, including to develop, market, license and sell products and services, without restriction or obligation to Customer. Krisp is not obligated to use any Feedback, and Customer has no right to compel such use. Feedback does not include Customer Content or Customer’s evaluation results (which are governed by Section C.6 of Exhibit C), and Krisp will not attribute Feedback to Customer or disclose Customer’s Confidential Information in exercising its rights under this Section 10.3 without Customer’s consent.
10.4 Third-Party Components. Third-party components of the Services (including AI models, software and other materials licensed to Krisp by its licensors, and open source software identified in the Documentation) are owned by or licensed to Krisp by the applicable third party. Nothing in these Terms transfers or grants Customer any right, title or interest in any third-party component beyond the limited right of use that Customer obtains through its access to the Services in accordance with these Terms. Open source components identified in the Documentation are governed by their own license terms to the extent those terms so require.
11. FEES AND PAYMENT
11.1 Trials, Promotional Credits and Evaluations. Krisp may offer free trials, promotional or other complimentary Usage Credits, or other free access to the Services (each, a “Free Offering“), subject to any additional conditions Krisp states when making the offer. Use of a Free Offering is Production Use, not Evaluation Use. Complimentary Usage Credits expire at the end of the validity period stated when they are granted or in the account dashboard, after which any unused amount is forfeited; they have no cash value and cannot be refunded, transferred or exchanged. Krisp may modify, limit or withdraw any Free Offering, or any unused complimentary Usage Credits, at any time, and may limit Free Offerings to one per Customer. FREE OFFERINGS ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT ANY WARRANTY, INDEMNITY, SUPPORT COMMITMENT OR SERVICE LEVEL COMMITMENT, AND SECTIONS 13.3 AND 14.1 DO NOT APPLY TO THEM. Fees (if any) for Evaluation Use are addressed in Exhibit C.
11.2 Fees. Customer will pay the fees for the Services as specified in the applicable Order Form or, for Self-Serve Access, as published on Krisp’s pricing page or in Customer’s account dashboard at the time of purchase (“Fees“). Fees may be structured as a Subscription or Self-Serve Plan that includes an allotment of usage, expressed in minutes, a monetary amount or other units (“Included Usage“), as a usage bundle or tier, as Usage Credits, or in such other manner as the Order Form or pricing page specifies.
11.3 Self-Serve Plans and Usage Credits. Customers with Self-Serve Access select a Self-Serve Plan, and may purchase Usage Credits, through their account dashboard. Usage Credits and Included Usage are consumed as Customer uses the Krisp APIs, at the rates for Customer’s Self-Serve Plan published by Krisp at the time of use. Unless applicable law or the pricing page provides otherwise, Usage Credits are non-refundable and non-transferable, have no cash value, may be used only for the Krisp APIs, and expire at the end of the validity period stated on the pricing page or in the account dashboard. Usage Credits and Included Usage not used by the end of their validity period or billing period, as applicable, are forfeited without refund. Krisp may suspend Self-Serve Access when Customer’s Usage Credits and Included Usage are exhausted, until Customer adds Usage Credits or its Self-Serve Plan renews.
11.4 Usage in Excess of Purchased Amounts. Usage in excess of the Included Usage, bundle, tier or Usage Credits purchased by Customer will be charged at the overage rates, will require the purchase of the next applicable tier or additional Usage Credits, or will cause a recurring Self-Serve Plan to renew early as described in Section 12.3, in each case as specified in the applicable Order Form or on the pricing page. Absent such specification, Krisp may, at its election, suspend usage in excess of the purchased amounts or bill such usage at its then-current list overage rates. Usage is calculated cumulatively across all Services, for all platforms, environments and Customer Products in which the Services are used. Expiration, rollover and forfeiture of unused Included Usage, bundle usage and Usage Credits are as specified in the Order Form or on the pricing page; absent such specification, unused amounts expire at the end of the applicable Subscription Term, billing period or credit validity period and do not roll over.
11.5 Invoicing and Payment. Fees are invoiced or charged, and are due and payable, at the times and by the payment methods specified in the applicable Order Form or, for Self-Serve Access, in the account dashboard. If an Order Form does not specify a payment term, invoiced Fees are due within thirty (30) days after the invoice date. Unless the Order Form provides otherwise, Fees are stated and payable in United States dollars and are exclusive of Taxes. Except as expressly set out in Sections 8.1, 12.4, 12.5, 13.3 and 14.1 or as required by applicable law, all Fees and Usage Credits are non-refundable. Krisp may charge interest on any overdue amount at the rate specified in the Order Form or, if none is specified, at the lesser of one and one-half percent (1.5%) per month and the maximum rate permitted by applicable law, and may suspend the Services for non-payment in accordance with Section 12.6.
11.6 Taxes. Fees do not include any sales, use, value-added, goods and services, withholding or other taxes, duties, levies or assessments (“Taxes“), which are Customer’s responsibility (other than taxes on Krisp’s net income). If any payment to Krisp is subject to withholding Taxes, Customer will remit those Taxes to the relevant authority, provide Krisp with evidence of payment on request, and increase the payment so that Krisp receives the full amount it would have received had no withholding been required (taking into account any Taxes imposed on the gross-up payment). Where law provides for a reduction or elimination of withholding Taxes, the Parties will cooperate in good faith to obtain it.
11.7 Fee Changes. Krisp may change its Fees, Usage Credit rates and pricing structure upon at least thirty (30) days’ prior notice to Customer (which, for Self-Serve Access, may be given by updating the pricing page or account dashboard). For a Subscription, changes take effect at the start of the next Subscription Term and do not apply to a Subscription Term already in progress. Krisp will give notice of any such change at least sixty (60) days before the renewal date. For Self-Serve Access, changes to usage rates apply to Usage Credits and Included Usage consumed after the change takes effect. Krisp may change the terms of any Service made available without charge (including Evaluation Use and complimentary Usage Credits) at any time.
11.8 Purchase Orders. Customer may issue a purchase order or similar document (“PO“) for its administrative convenience. No terms contained in, attached to or referenced by any PO will amend, supplement or otherwise modify these Terms or an Order Form or be binding on Krisp, regardless of Krisp’s acknowledgment, acceptance of or invoicing against the PO, and any such terms are hereby expressly rejected.
12. TERM; TERMINATION; SUSPENSION
12.1 Term of these Terms. These Terms begin on the Effective Date and continue until terminated in accordance with this Section 12 (the “Term“).
12.2 Evaluation Term. The term of each evaluation is the Evaluation Period described in Section C.3 of Exhibit C, and either Party may end an evaluation at any time on notice to the other, as provided in Section C.3 of Exhibit C.
12.3 Subscription Term and Renewal; Self-Serve Access. Each Subscription commences on the date stated in the Order Form and continues for the initial subscription term stated there (the “Initial Subscription Term“). Unless the Order Form provides otherwise, each Subscription renews automatically for successive periods equal in length to the Initial Subscription Term, at Krisp’s then-current pricing, unless either Party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term (or, for a Subscription Term of one month or less, before the renewal date) (the Initial Subscription Term and each renewal, the “Subscription Term“). Self-Serve Access has no fixed term and continues until Customer closes its account or these Terms are terminated. For Self-Serve Access, and except in Sections 4.8, 11.7, 12.5 and 19.3 and in the first two sentences of this Section 12.3: (i) references in these Terms to the “Subscription Term” mean the period during which Customer maintains Self-Serve Access; (ii) references to a “Subscription” or to a “subscribed” Service include Customer’s Self-Serve Plan and the Services available under it; and (iii) a refund of prepaid Fees for the unused portion of a Subscription Term means a refund of any unused purchased (but not complimentary) Usage Credits and of any prepaid plan fee for the unused portion of the then-current billing period. A Self-Serve Plan with a recurring fee renews automatically for successive billing periods of the length shown in the account dashboard, and Krisp will charge the recurring fee to Customer’s payment method at the start of each billing period, until Customer cancels the plan through the account dashboard. Where the pricing page or account dashboard so states, a recurring Self-Serve Plan also renews, and a new billing period begins, as soon as Customer has used all of the plan’s Included Usage for the current billing period. Cancellation takes effect at the end of the then-current billing period, and fees already charged are not refunded except as required by applicable law. For Individual Customers, Section D.5 of Exhibit D also applies.
12.4 Termination for Cause. Either Party may terminate these Terms or any affected Order Form on written notice if the other Party materially breaches these Terms and fails to cure the breach within thirty (30) days after receiving written notice describing the breach (or ten (10) days for Customer’s non-payment). Either Party may terminate immediately on written notice if the other Party becomes insolvent, makes an assignment for the benefit of creditors, files or has filed against it a petition in bankruptcy that is not dismissed within sixty (60) days, or has a receiver or trustee appointed for a substantial part of its assets. Krisp may also terminate these Terms or any Order Form immediately on written notice if Krisp reasonably and in good faith determines that (a) Customer’s breach is incapable of cure, (b) a cure period would result in material and irreparable harm to Krisp or its licensors, or (c) Krisp’s provision of the Services to Customer is prohibited by applicable law, including export control or sanctions law. If Customer terminates a Subscription under this Section 12.4 for Krisp’s uncured material breach, Krisp will refund any prepaid Fees for the terminated portion of the Subscription Term.
12.5 Termination for Convenience. During the Evaluation Phase, either Party may terminate an evaluation as set out in Section C.3 of Exhibit C. A Customer with Self-Serve Access may close its account at any time through the account dashboard, without refund of unused Usage Credits except as required by applicable law. Krisp may terminate Self-Serve Access, or these Terms if no Subscription is then in effect, for convenience on at least thirty (30) days’ notice, in which case Krisp will refund any unused purchased (but not complimentary) Usage Credits. A Subscription may be terminated for convenience only if and as provided in the applicable Order Form; otherwise it may not be terminated for convenience by either Party during the Subscription Term except as expressly provided in these Terms.
12.6 Suspension. Krisp may suspend Customer’s access to all or part of the Services if: (a) Krisp reasonably believes or determines that (i) there is a risk to or attack on the Services, or Customer’s use poses an imminent security risk; (ii) Customer or any End User is using the Services in violation of Section 5 or Section 6; (iii) Krisp’s provision of the Services to Customer is prohibited by applicable law or would expose Krisp to material liability for third-party intellectual property infringement; (iv) Customer has failed to pay any amount when due; (v) Customer’s Usage Credits and Included Usage are exhausted (in which case Section 11.3 applies); or (vi) Customer has become insolvent or made an assignment for the benefit of creditors; or (b) any licensor or vendor of Krisp suspends or terminates Krisp’s use of any third-party service or product required to enable Customer to access the Services (each, a “Service Suspension“). Except where the threat is imminent and delay would cause material harm to Krisp, the Services or other customers, Krisp will use reasonable efforts to give Customer at least five (5) business days’ prior written notice of a Service Suspension under subsections (a)(i), (a)(ii) or (a)(iv) and an opportunity to cure; no prior notice is required for a suspension under subsection (a)(v), which will be lifted automatically when Customer adds Usage Credits or its Self-Serve Plan renews. A Service Suspension will remain in effect only until the underlying issue is resolved to Krisp’s reasonable satisfaction, and Krisp will cooperate in good faith to resolve the issue expeditiously and restore access as soon as reasonably practicable. Krisp will have no liability for any damages, liabilities or losses that Customer may incur because of a Service Suspension, and Fees under a Subscription continue to accrue during a Service Suspension caused by Customer.
12.7 Effect of Termination. Upon termination or expiration of these Terms or an Order Form for any reason: (a) all licenses granted under the terminated Terms or Order Form immediately terminate, and Customer will cease all use of the affected Services and cease distribution of Customer Products that incorporate any affected Krisp SDK; (b) Customer will, within ten (10) days, delete all copies of the affected Krisp SDKs, Credentials and non-public Documentation in its possession or control, and certify such deletion on Krisp’s request, and Section 9.6(a) does not permit Customer to retain an archival copy of any Krisp SDK or Credentials; (c) Customer will pay all Fees accrued through the effective date of termination, including charges for usage in excess of purchased amounts; (d) each Party will return or destroy the other Party’s Confidential Information in accordance with Section 9.6; and (e) Customer acknowledges that Krisp may remotely disable Credentials and that the core features of any affected Krisp SDK may automatically cease to function.
12.8 Survival. The following provisions survive any termination or expiration of these Terms: Sections 1, 2.1, 2.2, 2.7, 2.8, 4.7 (for two (2) years), 5, 6.3, 6.5, 7 (with respect to Outputs already delivered and Usage Data), 9 (including 9.7), 10, 11 (with respect to amounts accrued), 12.7, 12.8, 13.2, 13.4, 14, 15, 16, 17, 18 and 19, Sections C.6, C.9 and C.10 of Exhibit C, Sections D.1, D.7, D.8 and D.9 of Exhibit D and Section E.3 of Exhibit E, together with any other provision that by its nature is intended to survive.
13. WARRANTIES AND DISCLAIMERS
13.1 Mutual Warranties. Each Party represents and warrants that (a) it has the full power and authority to enter into these Terms and to perform its obligations under them, (b) entering into and performing these Terms will not violate any agreement to which it is a party or, if applicable, its organizational documents, and (c) it will comply with all laws applicable to its performance under these Terms.
13.2 Customer Warranties. Customer further represents and warrants that: (a) Customer has all rights, licenses, consents and permissions required to submit Inputs to the Services and to make the Customer Products available to End Users, including with respect to recording, wiretap, consent, biometric, copyright and other rights of any third party whose voice or personal information is included in Inputs; (b) Customer’s and its End Users’ use of the Services complies with these Terms and all applicable law; (c) Customer is not a Restricted Party (as defined in Section 16) and is not located in or operating from a comprehensively sanctioned jurisdiction; (d) the natural person accepting these Terms (whether on their own behalf or on behalf of a Business Customer) is at least eighteen (18) years old or the age of majority in their jurisdiction, whichever is higher; and (e) if Customer represents that it is a Business Customer, it is a legal entity or organization and not a natural person acting on their own behalf.
13.3 Limited Warranty (Production Use). Krisp warrants to Customer that, during the Subscription Term, each subscribed Service (excluding Beta Features), when used for its Permitted Use and in accordance with the Documentation, will perform materially in accordance with the then-current Documentation for that Service. Customer’s sole and exclusive remedy, and Krisp’s sole and exclusive liability, for any breach of this warranty will be for Krisp, at its option and expense, to (a) use commercially reasonable efforts to correct the non-conformity or provide a workaround, or (b) if Krisp determines that neither is commercially reasonable, terminate the affected Subscription and refund the prepaid Fees for the unused portion of the then-current Subscription Term, in each case provided that Customer notifies Krisp in writing of the alleged non-conformity, with reasonable detail, within thirty (30) days after Customer first discovers it. This warranty does not apply to the extent the non-conformity results from (i) use of the Services with third-party hardware, software or services not specified in the Documentation, (ii) use outside the Permitted Use or other than in accordance with the Documentation, (iii) any modification of the Services not made by Krisp, (iv) Customer’s use of a version of a Service other than a supported version, or (v) any breach of these Terms by Customer. This Section 13.3 does not apply to Evaluation Use (see Exhibit C) or to any use of the Services provided free of charge, including use funded by complimentary Usage Credits.
13.4 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTIONS 13.1 AND 13.3, TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) THE SERVICES, DOCUMENTATION AND OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND; (B) KRISP AND ITS LICENSORS EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE; (C) KRISP MAKES NO WARRANTIES RELATING TO THIRD-PARTY PRODUCTS OR SERVICES; AND (D) KRISP DOES NOT WARRANT THAT THE SERVICES OR OUTPUTS WILL MEET CUSTOMER’S OR END USERS’ REQUIREMENTS, BE ACCURATE, COMPLETE OR ERROR-FREE, OR THAT THEIR USE WILL BE UNINTERRUPTED, TIMELY OR SECURE, OR THAT DEFECTS WILL BE CORRECTED. CUSTOMER ACKNOWLEDGES THAT ITS USE OF THE SERVICES AND ALL RESULTS OF SUCH USE ARE AT ITS OWN RISK. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY KRISP OR ITS REPRESENTATIVES WILL CREATE ANY WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, IN WHICH CASE KRISP’S WARRANTIES WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED IN THAT JURISDICTION. FOR INDIVIDUAL CUSTOMERS, THIS SECTION 13.4 IS SUBJECT TO SECTION D.7 OF EXHIBIT D.
14. INDEMNIFICATION
14.1 By Krisp (Production Use). Krisp will defend Customer and its officers, directors and employees (the “Customer Indemnitees“) against any third-party claim, suit or proceeding alleging that Customer’s paid Production Use of an unmodified Service in accordance with these Terms infringes or misappropriates any United States patent, copyright, registered trademark or trade secret of a third party (a “Customer Claim“), and will pay any damages finally awarded against the Customer Indemnitees by a court or arbitrator of competent jurisdiction, or agreed in a Krisp-approved settlement, in respect of a Customer Claim. If a Service is, or in Krisp’s opinion is likely to be, the subject of a Customer Claim, Krisp may at its option and expense (a) modify or replace the Service so that it is non-infringing while providing materially equivalent functionality, (b) procure the right for Customer to continue using the Service, or (c) if neither (a) nor (b) is commercially reasonable in Krisp’s opinion, terminate the affected Subscription on written notice and refund prepaid Fees for the unused portion of the then-current Subscription Term. THIS SECTION 14.1 STATES KRISP’S ENTIRE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY ACTUAL OR ALLEGED INFRINGEMENT OR MISAPPROPRIATION OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS BY THE SERVICES.
14.2 By Customer. Customer will defend Krisp, its Affiliates and licensors, and their respective officers, directors, employees and agents (the “Krisp Indemnitees“) against any third-party claim, suit or proceeding arising out of or relating to (a) Inputs or other data provided by Customer or its End Users; (b) the Customer Products, or the combination of the Services with any product, service, technology or content not provided by Krisp; (c) Customer’s or its End Users’ use of the Services in breach of these Terms or outside the scope of the licenses granted, including any violation of Section 5 or Section 6 or of any recording, wiretap, consent, AI-disclosure, synthetic-media, robocall, telemarketing, biometric, right-of-publicity, export-control or sanctions law; or (d) Customer’s failure to implement or enforce End User Terms as required by Section 4.4 (each, a “Krisp Claim“), and will pay any damages finally awarded against the Krisp Indemnitees by a court or arbitrator of competent jurisdiction, or agreed in a Customer-approved settlement, in respect of a Krisp Claim. Customer Claims and Krisp Claims are each a “Claim“. For Individual Customers, this Section 14.2 is subject to Section D.8 of Exhibit D.
14.3 Exclusions. Neither Party’s obligations under this Section 14 apply to the extent a Claim arises from the indemnified Party’s fraud, willful misconduct, violation of law or breach of these Terms. Krisp’s obligations under Section 14.1 do not apply to the extent a Customer Claim arises from: (a) Evaluation Use or Beta Features; (b) modifications to the Services or Outputs not made by Krisp; (c) the combination of the Services or Outputs with technology, content or data not provided or expressly authorized by Krisp, where the combination is the basis of the claim; (d) Inputs or other data provided by Customer or End Users; (e) use of a version of the Services other than a supported version, if use of a supported version would have avoided the claim; (f) Customer’s use of the Services or Outputs in a manner that Customer knows or reasonably should know infringes the rights of others or violates Section 5 or Section 6; or (g) the practice of a patented invention contained in an Output, or an alleged trademark violation based on use of an Output in trade or commerce. Krisp’s obligations under Section 14.1 are also subject to Section B.5 of Exhibit B (Third-Party AI Services).
14.4 Procedure. The indemnified Party will (a) promptly notify the indemnifying Party in writing of the Claim (provided that failure to give prompt notice relieves the indemnifying Party only to the extent it is materially prejudiced); (b) give the indemnifying Party sole control of the defense and settlement of the Claim, except that the indemnifying Party may not, without the indemnified Party’s prior written consent (not to be unreasonably withheld or delayed), agree to any settlement that requires the indemnified Party to admit wrongdoing or liability, pay any amount not fully indemnified, or accept any ongoing affirmative obligation; and (c) provide reasonable cooperation and information at the indemnifying Party’s request and expense. The indemnified Party may participate in the defense with its own counsel at its own expense.
14.5 Sole Remedy. To the extent covered under this Section 14, indemnification is each Party’s sole and exclusive remedy under these Terms for third-party claims.
15. LIMITATION OF LIABILITY
15.1 Excluded Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT AS PROVIDED IN SECTION 15.3, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES OR LICENSORS BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR RELIANCE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, CONTRACTS, GOODWILL, ANTICIPATED SAVINGS OR DATA, BUSINESS INTERRUPTION, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
15.2 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT AS PROVIDED IN SECTION 15.3 AND IN SECTION C.9 OF EXHIBIT C (EVALUATION USE), EACH PARTY’S (AND ITS AFFILIATES’ AND LICENSORS’) TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO KRISP UNDER THESE TERMS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY AND (B) ONE HUNDRED UNITED STATES DOLLARS (US$100).
15.3 Exceptions. (a) Uncapped Liability. Nothing in this Section 15 limits either Party’s liability for (i) fraud, gross negligence or willful misconduct; (ii) death or personal injury caused by negligence; (iii) Customer’s payment obligations; (iv) Customer’s breach of Sections 5, 6.2 and 6.6, or Customer’s infringement or misappropriation of Krisp’s or its licensors’ intellectual property rights; or (v) Customer’s indemnification obligations under Section 14.2. (b) Super-Cap. Section 15.1 does not apply to, and each Party’s total aggregate liability for, (i) a breach of Section 9 (Confidentiality) (other than a breach by Customer that also constitutes a breach of Section 5 or Section 6 or an infringement or misappropriation of Krisp’s or its licensors’ intellectual property rights, which is governed by Section 15.3(a)) and (ii) Krisp’s indemnification obligations under Section 14.1, taken together, will not exceed two (2) times the amount stated in Section 15.2.
15.4 Application. The limitations in this Section 15 apply (a) to the maximum extent permitted by applicable law; (b) to liability in contract, tort (including negligence and strict liability) and any other theory; (c) regardless of the form of action; (d) even if the breaching Party was advised of the possibility of the damages and even if the damages were foreseeable; and (e) even if any limited remedy fails of its essential purpose. The Parties agree that the sections of these Terms addressing warranties, indemnification and limitation of liability allocate the risk between the Parties, that this allocation is reflected in the Fees, and that it forms an essential basis of the bargain. Some jurisdictions do not allow the exclusion or limitation of certain damages, in which case each Party’s liability will be limited to the greatest extent permitted by law in that jurisdiction. If Customer is an Individual Customer, nothing in these Terms excludes or limits any right or remedy of Customer that cannot be excluded or limited under applicable consumer protection law.
16. EXPORT AND SANCTIONS
16.1 Export Compliance. The Services, including software, models and technical data, may be subject to United States and foreign export control and sanctions laws and regulations, including the Export Administration Regulations (15 C.F.R. Parts 730 et seq.) and regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC“). Customer will comply with all such laws and will not export, re-export, transfer or provide access to the Services or Outputs, directly or indirectly, in violation of them or without any required government license or authorization.
16.2 Sanctions Representations. Customer represents and warrants that: (a) neither Customer nor any of its principals, directors, officers, controlling persons or beneficial owners is named on any U.S., EU, UK or other applicable sanctions or denied-parties list, including the OFAC Specially Designated Nationals and Blocked Persons List, the BIS Entity List, the BIS Denied Persons List, the U.S. Department of State debarred-parties list or the EU Consolidated Sanctions List (each, a “Restricted Party“); (b) Customer is not ordinarily resident in, organized under the laws of or operated from a comprehensively sanctioned jurisdiction; and (c) Customer will not access the Services from, transfer the Services or Outputs to, or provide access to the Services to any Restricted Party or any person located in a comprehensively sanctioned jurisdiction. Customer’s use of the Services for any military end use or by any military end user, or for any prohibited end use involving nuclear, chemical or biological weapons or missile technology, is prohibited under Section E.2(c) of Exhibit E. Krisp may suspend or terminate the Services immediately, without liability, if Customer breaches this Section 16.
17. DISPUTE RESOLUTION
17.1 Informal Resolution. In the event of a dispute, claim or controversy arising out of or relating to these Terms (“Dispute“), the Parties will first attempt in good faith to resolve the matter informally. The Party raising the Dispute will notify the other Party in writing (“Dispute Notice“). If the Parties have not resolved the Dispute within sixty (60) days after delivery of the Dispute Notice, either Party may proceed as set out in Section 17.2.
17.2 Arbitration. Any Dispute will be finally resolved by binding individual arbitration administered by JAMS in accordance with its Streamlined Arbitration Rules and Procedures (or, if the amount in controversy exceeds the threshold in those rules, its Comprehensive Arbitration Rules and Procedures) then in effect, before a single arbitrator, conducted in English. The Federal Arbitration Act governs the interpretation and enforcement of this Section 17. The seat and place of arbitration is Santa Clara County, California, or such other venue as the Parties mutually agree; hearings may be conducted by video conference where appropriate. Payment of filing, administrative and arbitrator fees will be governed by JAMS’s rules; Customer may obtain JAMS procedures, rules and fee information at www.jamsadr.com or 800.352.5267. The arbitrator must follow these Terms as a court would, and judgment on any award may be entered in any court having jurisdiction. EACH PARTY WAIVES THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO JOIN OR PARTICIPATE IN A CLASS, COLLECTIVE OR REPRESENTATIVE ACTION, TO THE FULLEST EXTENT PERMITTED BY LAW, IN CONNECTION WITH THESE TERMS. To the extent any Dispute is heard in a California state court rather than in arbitration, the Parties agree that it will be decided by judicial reference under California Code of Civil Procedure section 638. This Section 17.2 survives termination of these Terms. For Individual Customers, this Section 17 is subject to Section D.9 of Exhibit D.
17.3 Arbitration Opt-Out. Customer may opt out of the arbitration and class action waiver in Section 17.2 by sending written notice to [email protected] with the subject line “KRISP ARBITRATION AND CLASS ACTION WAIVER OPT-OUT” within thirty (30) days after the Effective Date. The notice must include Customer’s legal name, account email and an unequivocal statement of the election to opt out. If Customer opts out, all other provisions of these Terms remain in effect and Disputes will be resolved in the courts identified in Section 18.
17.4 Equitable Relief; Small Claims. This Section 17 does not limit either Party from seeking equitable or injunctive relief in a court of competent jurisdiction (subject, in Customer’s case, to Section 18), including to protect its Confidential Information or to enforce its intellectual property rights. Either Party may also bring qualifying claims in small-claims court on an individual basis. Customer agrees that any breach of Section 5 or Section 6 or any infringement or misappropriation of Krisp’s or its licensors’ intellectual property rights will cause immediate and irreparable harm to Krisp for which there is no adequate remedy at law.
17.5 Attorneys’ Fees. If the arbitration provisions of Section 17.2 are found not to apply to a Dispute (whether because of Customer’s opt-out or a decision of an arbitrator or court), the prevailing Party in any resulting litigation to enforce its rights under these Terms will be entitled to recover its reasonable attorneys’ fees, costs and expenses in addition to any other relief awarded.
17.6 Notices Regarding Disputes. Notices initiating arbitration or asserting a Dispute against Krisp must be sent to Krisp Technologies, Inc., 2342 Shattuck Avenue, #367, Berkeley, CA 94704, Attn: Legal, with a copy to [email protected].
17.7 Limited Time to File Claims. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY DISPUTE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES, OR IT WILL BE FOREVER BARRED. “Commencing” means, as applicable, delivery of a Dispute Notice, filing for arbitration with JAMS, or filing an action in court. This Section 17.7 does not apply to any action by Krisp for injunctive or other equitable relief, or to Krisp’s claims for unpaid Fees.
18. GOVERNING LAW; VENUE
These Terms and any Dispute (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of the State of California, without giving effect to any choice or conflict of law provision or rule, and excluding the United Nations Convention on Contracts for the International Sale of Goods and any law based on the Uniform Computer Information Transactions Act. To the extent any Dispute is not subject to arbitration under Section 17.2, the Parties consent to the exclusive personal jurisdiction and venue of the state courts located in Santa Clara County, California and the federal courts located in the Northern District of California, and waive any objection based on inconvenient forum, except that Krisp may seek injunctive or other equitable relief to protect its intellectual property rights or Confidential Information in any court of competent jurisdiction. For Individual Customers, this Section 18 is subject to Section D.9 of Exhibit D.
19. GENERAL PROVISIONS
19.1 Notices. All notices, demands, waivers and other communications under these Terms (“Notices“) must be in writing. Except for notices under Section 17.6, Notices may be delivered by email (a) to Customer at the email address associated with Customer’s account or specified in the Order Form, and (b) to Krisp at [email protected] and, for any notice of breach, termination or a Dispute, with a copy by mail to Krisp Technologies, Inc., Attn: Legal, 2342 Shattuck Avenue, #367, Berkeley, CA 94704. Notices are deemed given upon confirmation of transmission if sent by email, upon personal delivery, or five (5) business days after deposit with a nationally recognized courier or in the U.S. mail (certified, return receipt requested). Either Party may update its notice details by Notice to the other.
19.2 Electronic Communications. Customer consents to receive communications from Krisp electronically, including by email, through the Services or by posting on Krisp’s website, and agrees that all agreements, notices, disclosures and other communications that Krisp provides electronically satisfy any legal requirement that such communications be in writing, to the extent permitted by applicable law.
19.3 Amendment; Waiver. Krisp may update these Terms (including the Exhibits) from time to time. Updates take effect thirty (30) days after Krisp posts them on its website or developer portal and notifies Customer through the account dashboard or by email, or Customer otherwise receives Notice, except that updates made in response to changes in law or regulation, to address security requirements or requirements of Krisp’s licensors or service providers, or (in the case of Exhibit E) to address actual or threatened misuse of the Services, take effect immediately upon posting or Notice. Changes will not apply retroactively, and any change to Section 17 will not apply to any Dispute of which the Parties had actual notice before the change was posted or received. If an update materially and adversely affects a Business Customer’s rights under a Subscription under an Order Form executed by both Parties then in effect, the prior version will continue to apply to that Subscription until the end of its then-current Subscription Term unless Customer accepts the update. No other amendment or modification of these Terms or an executed Order Form is effective unless in a writing that refers expressly to these Terms and is signed by both Parties. Failure or delay in exercising any right or remedy is not a waiver, and no waiver is effective unless in writing signed by the waiving Party. For Individual Customers, Section D.10 of Exhibit D also applies.
19.4 Assignment. Neither Party may assign these Terms or any Order Form, or transfer or delegate any of its rights or obligations, whether by merger, acquisition, sale of assets, change of control, operation of law or otherwise, without the other Party’s prior written consent (not to be unreasonably withheld, conditioned or delayed), except that either Party may assign these Terms in their entirety without consent (a) to an Affiliate that assumes all of the assigning Party’s obligations, or (b) in connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of its assets or of the business to which these Terms relate, provided that the assignee assumes all obligations under these Terms and, in Customer’s case, is not a direct competitor of Krisp and is not a Restricted Party. The assigning Party will give written notice of any permitted assignment within thirty (30) days. Any purported assignment in violation of this Section 19.4 is null and void. Subject to the foregoing, these Terms bind and benefit the Parties and their respective successors and permitted assigns.
19.5 Severability. If any provision of these Terms is held invalid, illegal or unenforceable in any jurisdiction, that provision will be enforced to the maximum extent permissible so as to effect the Parties’ intent, the remaining provisions will remain in full force and effect, and the Parties will negotiate in good faith to modify these Terms to reflect their original intent as closely as possible.
19.6 Interpretation. These Terms will be construed mutually, with neither Party considered the drafter. Section titles are for convenience only and will not be used to interpret these Terms. The words “including,” “for example” and “or” are not limiting. References to “written” or “in writing” include email except where a signature is expressly required.
19.7 Entire Agreement. These Terms (including the Service-Specific Terms, the other Exhibits, the DPA, the Privacy Policy, the Documentation, each Order Form and any other documents expressly incorporated by reference) constitute the entire agreement between the Parties regarding the Services, and supersede all prior and contemporaneous agreements, proposals, representations and communications, written or oral, regarding the Services, including any online, click-through or unsigned evaluation or trial terms; provided that any Existing Production Agreement, Existing Evaluation Agreement and NDA continue as provided in Sections 2.7, 2.8 and 9.7. Unless an Existing Production Agreement or other written agreement signed by both Parties provides otherwise, these Terms prevail over any conflicting terms in any PO or other document issued by Customer, whether before or after the Effective Date.
19.8 Force Majeure. Except for payment obligations, neither Party will be liable for any failure or delay in performance to the extent caused by events beyond its reasonable control, including acts of God, war, terrorism, riots, embargoes, natural disasters, epidemics or pandemics, internet or utility failures, denial-of-service attacks, governmental orders or restrictions, or labor disputes, provided that the affected Party uses reasonable efforts to resume performance promptly. If a force majeure event continues for more than sixty (60) consecutive days, either Party may terminate the affected Order Form on fifteen (15) days’ written notice.
19.9 Independent Contractors; Third-Party Beneficiaries. The Parties are independent contractors, and nothing in these Terms creates any agency, partnership, joint venture or fiduciary relationship between them. Except as expressly stated in Section 14 and this Section 19.9, these Terms do not confer any rights or remedies on any third party. Krisp’s licensors are intended third-party beneficiaries of the provisions of these Terms that protect their rights in third-party components of the Services and may enforce those provisions directly.
19.10 U.S. Government End Users. The Services are “commercial computer software” and “commercial computer software documentation” as those terms are used in 48 C.F.R. § 12.212 and 48 C.F.R. § 227.7202, and are provided to U.S. Government end users only as commercial items with only those rights granted to all other customers under these Terms.
19.11 Counterparts. Any Order Form that requires signature may be executed in counterparts (including by electronic signature), each of which is deemed an original and all of which together constitute one instrument.
EXHIBIT A
SERVICE-SPECIFIC TERMS: KRISP SDKs
A.1 Scope. Krisp SDKs are made available only to Business Customers under an Order Form. This Exhibit A applies to each Krisp SDK that a Business Customer evaluates or subscribes to under these Terms. The Krisp SDKs currently offered, and their features and specifications, are described in the Documentation, and Krisp may add or remove Krisp SDKs from time to time, subject to Section 8.1. The Permitted Use of each Krisp SDK, including any restriction on deployment model or use case, is designated in the applicable Order Form.
A.2 Deployment and Connectivity Requirements. As a condition of the licenses granted in Section 4.1 and Section C.2 of Exhibit C:
(a) Official SDK Packaging. Customer will integrate and package each Krisp SDK within the Customer Products only using Krisp’s official SDK distribution, which includes the Auto-Reporting Mechanism, and will not repackage, extract or redistribute any component of a Krisp SDK separately from the Customer Products.
(b) Continuous Connectivity. Customer will ensure that network connectivity between each deployed instance of the Krisp SDK and Krisp’s designated servers is available at all times during operation of the Krisp SDK. The Krisp SDK is designed to remain continuously connected to Krisp’s servers for license verification, feature enablement and usage reporting. If a connection cannot be established or maintained, the noise cancellation and other core features of the Krisp SDK will be automatically disabled until reconnection is achieved. Krisp may specify in the Documentation a grace period or offline tolerance for transient connectivity loss. Krisp will have no liability for any disablement of a Krisp SDK resulting from Customer’s failure to maintain connectivity in accordance with this Section A.2 or from Customer’s breach of these Terms.
(c) Prohibited Modifications. Customer will not modify, intercept, block, spoof, replay or disable any connectivity function of a Krisp SDK, including any mechanism that communicates with Krisp’s servers for purposes of usage reporting, license verification or feature enablement, and will not route such communications through any proxy or intermediary that alters their content.
(d) Data Transmitted. The Auto-Reporting Mechanism transmits Usage Data only (for example, license key, SDK version, processed minutes, session counts, server or device identifiers and diagnostic information). It does not transmit audio or other Customer Content. Any transmission of Inputs by a Krisp SDK that calls a Krisp API is described in Section A.4.
A.3 Usage Measurement. Unless the Order Form provides otherwise, usage of a Krisp SDK is measured in minutes of audio processed, calculated cumulatively across all platforms, environments and Customer Products in which the Krisp SDK is used, as reported by the Auto-Reporting Mechanism. Customer will provide usage reports on Krisp’s request in accordance with Section 4.7(b).
A.4 Krisp SDKs That Call a Krisp API. Certain Krisp SDKs, such as the Voice Translation SDK, send Inputs to a Krisp API for processing instead of processing them locally. Inputs and Outputs processed in this way are handled as described in Section 7.2(b) and in Exhibit B, and Section 7.2(a) does not apply to them. These Krisp SDKs require network connectivity to operate.
EXHIBIT B
SERVICE-SPECIFIC TERMS: KRISP APIs
B.1 Scope. This Exhibit B applies to each Krisp API that Customer evaluates or subscribes to under these Terms. The Krisp APIs currently offered, and their features, metering and specifications, are described in the Documentation and on the pricing page, and Krisp may add or remove Krisp APIs from time to time, subject to Section 8.1.
B.2 Access and Rate Limits. Customer will access each Krisp API only through the documented endpoints using valid Credentials, and will comply with the rate limits, concurrency limits, request size limits and other technical limits that apply to Customer’s Self-Serve Plan or Subscription, as stated on the pricing page, in the account dashboard, in the Documentation or in the Order Form. These limits may differ by plan. Krisp may throttle or reject requests that exceed those limits without liability.
B.3 Processing Model. Krisp APIs process Customer Content transiently as described in Section 7.2(b). Krisp APIs run on Krisp’s proprietary AI models, except as stated for a particular Krisp API in this Exhibit B (see Section B.5).
B.4 Self-Serve Access. Individual Customers and Business Customers may obtain Self-Serve Access to Krisp APIs by creating an account and selecting a Self-Serve Plan. Self-Serve Access is Production Use governed by Section 4; Exhibit C (Evaluation Terms) does not apply to it. Free Offerings are subject to Section 11.1.
B.5 Third-Party AI Services (Voice Translation). The Voice Translation API (including when accessed through the Voice Translation SDK) uses a combination of Krisp’s proprietary AI models and AI models and services licensed from third parties (“Third-Party AI Services“). To provide the Voice Translation API, Krisp may transmit Inputs to the providers of Third-Party AI Services for processing. Krisp’s agreements with those providers prohibit them from retaining Inputs or Outputs after the relevant processing request is served and from using Inputs or Outputs to train, fine-tune, evaluate or otherwise improve any model. Providers of Third-Party AI Services that act as subprocessors are listed in the DPA, and Krisp may change them in accordance with the DPA. Krisp’s obligations under Section 14.1 do not apply to the extent a Customer Claim arises from a Third-Party AI Service. If a provider suspends, terminates or materially changes a Third-Party AI Service on which the Voice Translation API depends, Krisp may modify, suspend or discontinue the affected functionality in accordance with Sections 8.1 and 12.6.
EXHIBIT C
EVALUATION TERMS (BUSINESS CUSTOMERS ONLY)
C.1 Scope; Admission. This Exhibit C applies only to a Business Customer that Krisp has admitted to an evaluation of one or more Krisp SDKs or Krisp APIs under an Order Form, with the usage quotas, rate limits and Evaluation Period stated in that Order Form. Admission to an evaluation is at Krisp’s discretion and is recorded in the Order Form or in Customer’s account dashboard; Customer cannot self-enroll in an evaluation. This Exhibit C does not apply to Individual Customers or to Self-Serve Access (including use of complimentary Usage Credits), which is Production Use from the outset. Where an Existing Evaluation Agreement applies to Customer’s evaluation, this Exhibit C applies only to the extent provided in Section 2.7.
C.2 Evaluation License. Subject to Customer’s compliance with these Terms, Krisp grants Customer, during the Evaluation Period, a limited, non-exclusive, non-transferable, non-sublicensable, revocable, royalty-free license to (a) install and use a reasonable number of copies of any Krisp SDK identified in the applicable Order Form on systems owned or controlled by Customer (including by integrating it with development or test versions of the Customer Products that are not made available to End Users, except as permitted in Section C.4(b)), and (b) access and use any Krisp API identified in the applicable Order Form through API calls, in each case solely for Evaluation Use and within the usage quotas, rate limits and other limitations set out in the Order Form or Documentation.
C.3 Evaluation Period. The evaluation period for a Service begins on the date Customer first downloads, accesses or is granted Credentials for that Service and continues for the period specified in the applicable Order Form or, if none is specified, for thirty (30) days (the “Evaluation Period“). Krisp may extend the Evaluation Period in writing (including by email) in its discretion. The Evaluation Period expires automatically at the end of that period unless earlier terminated in accordance with Section 12. Krisp may end an Evaluation Period at any time, for any reason, upon notice to Customer, and Customer may cease its evaluation at any time.
C.4 Evaluation Restrictions. During the Evaluation Phase, and in addition to the restrictions in Sections 5 and 6, Customer will not: (a) make Production Use of the Services, or use the Services for any commercial, revenue-generating or productive business purpose; (b) make any Krisp SDK or any Output of the Services available to End Users, or use the Services to process live End User traffic or data, except in a limited, controlled pilot that Krisp has approved in advance in writing; (c) publicly perform or display, transfer or distribute any Krisp SDK outside of systems owned or controlled by Customer (for this purpose, any machine, container or cloud environment under Customer’s control is considered inside Customer’s systems); or (d) exceed the usage quotas, rate limits, seat or device counts or other limitations specified for the evaluation. Customer will implement adequate technical and organizational security measures to safeguard each Krisp SDK against unauthorized access, copying and modification.
C.5 Evaluation Deployment (Krisp SDKs). Unless the Order Form specifies otherwise, and subject to the usage quotas and Permitted Use stated in the Order Form, during Evaluation Use of a Krisp SDK there is no limit on the number of machines, developers, locations or CPU size on which Customer may operate the Krisp SDK within systems owned or controlled by Customer.
C.6 Test Methodology and Results. Customer will share with Krisp, upon Krisp’s reasonable request, a summary of Customer’s test methodology and the results of Customer’s evaluation of the Services (excluding Customer Content and any Customer Confidential Information not related to the Services). Test results constitute Customer’s Confidential Information, except that Krisp may use them internally to improve the Services and may use aggregated and de-identified findings that do not identify Customer.
C.7 Evaluation Fees. Evaluation Use is free of charge unless the applicable Order Form specifies an evaluation fee. Each Party bears its own costs and expenses in connection with any evaluation.
C.8 Evaluation Support. During the Evaluation Period, Krisp will provide introductory integration guidance and technical support by email (or, where established, through a shared Slack channel). No service level commitments apply to Evaluation Use.
C.9 Nature of Evaluation Services; Limitation of Liability. THE SERVICES ARE PROVIDED FOR EVALUATION USE “AS IS” AND “AS AVAILABLE”, WITHOUT ANY WARRANTY, INDEMNITY, SUPPORT OBLIGATION OR SERVICE LEVEL COMMITMENT, EXCEPT AS EXPRESSLY STATED IN THIS EXHIBIT C AND IN SECTION 13.1. Sections 13.3 (Limited Warranty) and 14.1 (Indemnification by Krisp) do not apply to Evaluation Use. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT AS PROVIDED IN SECTION 15.3(a), EACH PARTY’S (AND ITS AFFILIATES’ AND LICENSORS’) TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO EVALUATION USE OF A SERVICE WILL NOT EXCEED THE GREATER OF TEN THOUSAND UNITED STATES DOLLARS (US$10,000) AND THE FEES (IF ANY) PAID BY CUSTOMER FOR THAT EVALUATION. FOR EVALUATION USE, THE AMOUNT STATED IN THIS SECTION C.9 APPLIES IN PLACE OF THE AMOUNT STATED IN SECTION 15.2 FOR PURPOSES OF SECTION 15.3(b).
C.10 End of Evaluation. Upon expiration or termination of the Evaluation Period for a Service, unless Customer has purchased a Subscription for, or obtained Self-Serve Access to, that Service: (a) Customer’s license under Section C.2 for that Service ends and Customer will immediately cease all use of that Service; (b) Customer will, within ten (10) days, delete or destroy all copies of the applicable Krisp SDK, Credentials and Krisp Confidential Information in its possession or control (subject to Section 9.6, except that Customer may not retain an archival copy of any Krisp SDK or Credentials), and certify such deletion upon Krisp’s request; and (c) Customer acknowledges that Krisp may remotely disable evaluation Credentials and that the core features of a Krisp SDK may automatically cease to function.
C.11 Moving to Production Use. Sections 2.4 (No Obligation to Proceed) and 2.5 (Conversion to Production Use) apply when Customer moves from Evaluation Use to Production Use of a Service.
EXHIBIT D
INDIVIDUAL CUSTOMER TERMS
D.1 Scope; Precedence; Consumer Laws. This Exhibit D applies only to Individual Customers and, for them, prevails over any conflicting provision of these Terms (other than an Order Form executed by both Parties). Some provisions of this Exhibit D apply only to an Individual Customer acting wholly or mainly outside its trade, business, craft or profession (a “Consumer“). “Consumer Laws” means the mandatory consumer protection laws that apply to a Consumer in the place where the Consumer lives. Nothing in these Terms excludes or limits any right or remedy that a Consumer has under Consumer Laws and that cannot be excluded or limited by contract.
D.2 Services Available. Individual Customers may access Krisp APIs through Self-Serve Access only, unless Krisp agrees otherwise in an Order Form executed by both Parties. Krisp SDKs and the Evaluation Phase are not available to Individual Customers.
D.3 Provisions That Do Not Apply. The provisions of these Terms identified in Section 2.2(d) as applying only to Business Customers (including those relating to Affiliates, Krisp SDKs, usage records and audits, and publicity) do not apply to Individual Customers.
D.4 Personal Account; Use for an Organization. An Individual Customer’s account and Credentials are personal to it, and an Individual Customer may not permit any other person to access or use the Services through its account or Credentials. If an Individual Customer uses, or intends to use, the Services on behalf of an organization, company or other entity (for example, its employer), that entity must accept these Terms as a Business Customer, and Krisp may require that the relevant usage be moved to that entity’s account.
D.5 Prices, Automatic Renewal and Cancellation. Prices shown to an Individual Customer at checkout include any value-added, sales or similar Taxes that Krisp is required to collect, unless stated otherwise. If an Individual Customer purchases a plan that renews automatically, Krisp will clearly disclose the renewal terms (including the price, billing frequency, any renewal triggered by using all of the plan’s Included Usage, and how to cancel) before purchase, and the plan will renew, and be charged to the Individual Customer’s payment method, until cancelled. An Individual Customer may cancel automatic renewal at any time through the account dashboard, effective at the end of the then-current billing period, and the non-renewal notice period in Section 12.3 does not apply. Krisp will provide any renewal reminders and advance notices of price changes required by applicable law, and an Individual Customer may cancel before a price change takes effect.
D.6 Right of Withdrawal (EEA and UK Consumers). A Consumer who lives in the European Economic Area or the United Kingdom may withdraw from a purchase of Usage Credits or a plan within fourteen (14) days after the purchase, without giving any reason, by sending Krisp a clear statement of that decision at [email protected]. If the Consumer asked Krisp to make the Services available during the withdrawal period, the Consumer will pay for the Services provided up to the time it withdraws (for example, Usage Credits already consumed), and Krisp will refund the remainder within fourteen (14) days after receiving the withdrawal notice, using the original payment method. The right of withdrawal ends once the purchased Services have been fully provided, where the Consumer gave its prior express consent to performance during the withdrawal period and acknowledged that it would lose the right of withdrawal once the Services are fully provided.
D.7 Statutory Rights of Consumers. Where Consumer Laws give a Consumer statutory rights regarding the quality, conformity or performance of the Services (for example, rights in respect of digital services under the laws of the European Union or the United Kingdom), those rights apply in addition to Section 13.3, and Sections 13.3 and 13.4 do not exclude or limit them.
D.8 Liability and Indemnity for Consumers. For a Consumer: (a) Sections 15.1 and 15.2 apply only to the extent permitted by Consumer Laws and do not limit Krisp’s liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited under Consumer Laws; (b) Section 14.2 applies only to Claims arising from the Consumer’s breach of these Terms, violation of applicable law, fraud or willful misconduct; and (c) Section 15.3(a)(iv) applies only to the extent permitted by Consumer Laws.
D.9 Disputes and Governing Law for Consumers. (a) Consumers in the United States. Section 17 applies to a Consumer who lives in the United States, except that (i) any arbitration will be conducted in accordance with the JAMS Consumer Arbitration Minimum Standards, and Krisp will pay all arbitration fees other than the portion of the filing fee that those standards require the Consumer to pay; (ii) the Consumer may choose to have any hearing conducted by video conference or in the county where it lives; and (iii) Section 17.5 (Attorneys’ Fees) does not entitle Krisp to recover its fees from the Consumer except where applicable law expressly provides otherwise. (b) Consumers outside the United States. For a Consumer who lives outside the United States: (i) Sections 17.2 (Arbitration) and 17.3 (Arbitration Opt-Out) do not apply to a Consumer who lives in the European Economic Area, the United Kingdom or Switzerland, and otherwise apply only to the extent permitted by Consumer Laws; (ii) the choice of California law in Section 18 does not deprive the Consumer of the protection of the mandatory provisions of the law of the country where it lives; and (iii) the Consumer may bring proceedings in the courts of the country where it lives, as well as in the courts identified in Section 18. (c) Time limits. Section 17.7 (Limited Time to File Claims) applies to a Consumer only to the extent permitted by Consumer Laws.
D.10 Changes to these Terms. If Krisp updates these Terms in a way that materially and adversely affects an Individual Customer, Krisp will give the Individual Customer at least thirty (30) days’ notice (except for updates that Section 19.3 allows to take effect sooner), and the Individual Customer may close its account before the update takes effect and receive a refund of any unused purchased (but not complimentary) Usage Credits and of any prepaid fees for the unused portion of a plan.
EXHIBIT E
ACCEPTABLE USE POLICY
E.1 Scope. This Exhibit E applies to all Customers and to all use of the Services by End Users through Customer Products. Customer is responsible for its End Users’ compliance with this Exhibit E. Krisp may update this Exhibit E in accordance with Section 19.3.
E.2 Prohibited Uses. Customer will not, and will not permit its End Users to, use the Services:
(a) in violation of any applicable law or any right of any third party (including any intellectual property, privacy, publicity, biometric, recording or consent right);
(b) to record, intercept, enhance, transcribe, translate or otherwise process audio without obtaining all consents and providing all notices required by applicable wiretap, eavesdropping, call-recording or biometric-data law (including in cross-border contexts), or without informing all participants where required by law;
(c) to submit Inputs or otherwise use the Services in violation of any export-control or sanctions law, for any military end use or by any military end user (as those terms are used in 15 C.F.R. § 744), or for any prohibited end use involving nuclear, chemical or biological weapons or missile technology (see further Section 16);
(d) to impersonate any person, or to generate synthetic audio of any individual without that individual’s consent;
(e) to harass, defraud, deceive or manipulate any person, or to conduct robocalling, telemarketing or similar activities in violation of applicable law;
(f) in any application where failure or inaccuracy of the Services could reasonably be expected to lead to death, personal injury or severe physical or environmental damage (including life-support, emergency dispatch or weapons systems), unless expressly agreed in an Order Form;
(g) to create or distribute audio that is intended or likely to deceive any person as to its origin, the identity of the speaker or its authenticity, including for fraud, election interference or disinformation;
(h) to identify or verify individuals by their voice, or to infer the emotions, health or other sensitive characteristics of individuals from their voice, except where permitted by applicable law and with all consents and notices that law requires, and in no event in any manner prohibited by Article 5 of the EU Artificial Intelligence Act (Regulation (EU) 2024/1689) or comparable law;
(i) to process personal data of children in violation of applicable children’s privacy or child-protection law; or
(j) to introduce malware into, or to interfere with, disrupt or place an unreasonable load on, the Services, Krisp’s infrastructure or other customers’ use of the Services.
E.3 Reporting and Cooperation. Customer will promptly notify Krisp at [email protected] if it becomes aware of any use of the Services in violation of this Exhibit E, will take prompt and appropriate action to stop any such use by its End Users (including by suspending the relevant End User’s access to the functionality of the Services), and will cooperate with any investigation by Krisp under Section 6.5.
