Krisp API Terms of Service

Effective Date: May 26, 2026

These API Terms of Service (“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“). These Terms govern Customer’s access to and use of Krisp’s voice translation application programming interfaces, together with all related software development kits, libraries, documentation, and other services Krisp makes available under or references with these Terms (the “Services“). These Terms are effective on the earlier of the date Customer first electronically consents to a version of these Terms and the date Customer first accesses the Services (“Effective Date“).

Please note: 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, and “Customer” refers to that entity. If you are entering into these Terms on your own behalf as an individual developer, “Customer” refers to you personally, and you represent that you are accepting these Terms in connection with the development or operation of applications, products, or services. The Services under these Terms are intended for corporate and individual customers building applications, products, or services. Krisp may also make enterprise plans available on separately negotiated terms; any such separately negotiated terms, once executed by both parties, supersede these Terms with respect to that enterprise customer’s use of the Services.

1. Services

1. Overview. Subject to these Terms, Krisp grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services through API calls, including to power applications, products, and services Customer makes available to its own customers and end users (“Users”). The right granted in this Section 1.1 is personal to Customer and may not be exercised by any parent, subsidiary, affiliate, or other person on Customer’s behalf, except as expressly permitted by Krisp in writing.
2. Third Party Service Providers. The Services are delivered using a combination of Krisp’s proprietary AI models and AI models and services licensed from third parties (“Third Party Service Provider(s)”). To provide the Services, Krisp may transmit Inputs to one or more Third Party Service Providers for processing. Krisp has implemented contractual guardrails with each Third Party Service Provider that (a) prohibit retention of Inputs and outputs after the relevant processing call is served and (b) prohibit use of Inputs or outputs to train, fine-tune, evaluate, or otherwise improve any model. The current list of Third Party Service Providers acting as subprocessors is available in the Krisp API Data Processing Addendum (“DPA“), which is incorporated into these Terms by reference.
3. 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 advance notice of any change that would materially reduce existing functionality of the Services and that is reasonably likely to disadvantage Customer; this commitment does not apply to Beta Features (as defined below), to security-driven changes, or to changes required by applicable law or by a Third Party Service Provider.
4. Beta Features. Krisp may from time to time make beta, alpha, preview, experimental, or other pre-release features of the 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.
5. Feedback. If Customer provides (in its sole discretion) Krisp with feedback regarding the Services, Krisp may use that feedback at its own risk and without obligation to Customer.

2. Customer Content

As between the parties and to the extent permitted by applicable law, Krisp agrees that Customer (a) retains all rights to its Inputs, and (b) owns its Outputs. Krisp disclaims any rights it receives to the Customer Content under these Terms. 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. “Inputs” means audio, text, parameters, files, and other data that Customer or its Users may submit to the Services. “Outputs” means transcripts, translations, synthesized audio, and other responses generated by the Services in response to Inputs. Inputs and Outputs are together “Customer Content“. Because the Services rely on machine learning, similar Outputs may be generated for other customers from similar Inputs; Krisp makes no representation that Outputs are unique.

1. Transient Processing. Inputs and 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. Krisp retains only the limited metadata necessary to operate, secure, meter, bill, and support the Services (for example, API request timestamps, language pairs, and Customer account identifiers); that metadata does not include the content of any audio, transcript, or translation.
2. No Training. 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.

3. Data Privacy

Personal data submitted through the Services as Customer Content 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, which is incorporated into these Terms by reference.

4. Trust and Safety; Restrictions

1. Compliance. Each party will comply with all laws applicable to the provision (for Krisp) and use (for Customer) of the Services, including any applicable data privacy, recording-consent, AI-disclosure, synthetic-media, telecommunications, biometric, export-control, and sanctions laws.
2. Prohibited Use. Customer and its Users may not 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, or 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 protected health information (“PHI“) as defined by the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA“) (the Services do not support HIPAA-regulated uses under these Terms; for HIPAA-capable use, a separate enterprise agreement is required, see the preamble of these Terms); or (d) to submit Inputs in violation of any export-control or sanctions law, including the Export Administration Regulations (15 C.F.R. Parts 730 et seq.), or to use the Services 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 13.8).
3. Limitations of Outputs; Notice to Users. It is Customer’s responsibility to evaluate whether Outputs are appropriate for Customer’s use case, including where human review is appropriate, before using or sharing Outputs. Customer acknowledges, and where applicable law so requires must notify its Users, that (a) translation Outputs may be inaccurate, incomplete, misleading, or otherwise inappropriate, and that critical content should not be relied on without independent verification, and (b) synthesized audio Outputs are AI-generated and not a recording of a human speaker. Customer must comply, and require its Users to comply, with applicable laws requiring disclosure of AI-generated content.
4. Use Restrictions. Customer may not and must not attempt to: (a) access the Services to build a competing product or service, including to train, fine-tune, evaluate, distill, or benchmark any speech-to-text, machine translation, text-to-speech, speech-to-speech, voice-agent, voice-cloning, or audio-input large language model, or any other model that is or could be competitive with the Services (a “Competing Model“); (b) reverse engineer, decompile, disassemble, attempt to derive the source code, model weights, model parameters, training data, training methodology, or underlying algorithms of the Services, or attempt to extract any portion of the foregoing through any technique (including model inversion, model extraction, distillation, or membership inference); (c) resell, redistribute, white-label, rebrand, or sublicense access to the Services to any third party, or expose the Services to Users in a manner substantially equivalent to providing the Services themselves; (d) conduct or publish any benchmark, comparison, or competitive evaluation of the Services without Krisp’s prior written consent (which may be withheld in Krisp’s sole discretion); or (e) support any third party’s attempt at any of the conduct restricted in this Section 4.4.
5. Service Account. Customer is responsible for all activity that occurs under its account, whether or not authorized by Customer. Customer must: (a) keep API credentials confidential and treat them as Krisp Confidential Information; (b) implement appropriate technical and organizational measures to secure API credentials in transit, at rest, and in any application source code, build pipeline, or configuration store; (c) prevent unauthorized access to and use of the Services through Customer’s account; (d) not share, sell, transfer, or pool API credentials across legal entities, accounts, or environments, 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 API 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. Investigation and Enforcement. Krisp does not monitor the content of Customer Content (which is not retained, per Section 2.1). Krisp nevertheless reserves the right to (a) investigate any credible report of abuse, security incident, or violation of these Terms, including by reviewing operational metadata, 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, and Customer will respond promptly and in good faith; (c) suspend or terminate Customer’s access in accordance with Sections 8.2 and 8.3; (d) report violations or suspected violations to, and otherwise cooperate with, law enforcement, regulators, and other government authorities; and (e) take steps reasonably necessary to enforce these Terms and protect the safety and integrity of the Services.

5. Confidentiality

1. Confidential Information. The parties may share information that is identified as confidential, proprietary, or similar, or that a party would reasonably understand to be confidential or proprietary (“Confidential Information“). Customer Content is Customer’s Confidential Information; API credentials are Krisp’s Confidential Information.
2. Obligations. The receiving party (“Recipient“) may use Confidential Information of the disclosing party (“Discloser“) only to exercise its rights and perform its obligations under these Terms. Recipient may share Discloser’s Confidential Information only with Recipient’s employees, agents, and advisors who have a need to know and who are bound to obligations of confidentiality at least as protective as those provided in these Terms (“Representatives“). Recipient will protect Discloser’s Confidential Information from unauthorized use, access, or disclosure in the same manner as Recipient protects its own Confidential Information, and with no less than reasonable care. Recipient is responsible for all acts and omissions of its Representatives.
3. Exclusions. Confidential Information excludes information that: (a) becomes publicly available through no fault of Recipient; (b) is rightfully obtained by Recipient from a third party without a breach of the third party’s obligations of confidentiality; or (c) is independently developed by Recipient without use of Confidential Information. Recipient may disclose Discloser’s Confidential Information to the extent required by law, court order, or administrative order, and will, except where expressly prohibited, notify Discloser promptly and cooperate with Discloser’s reasonable efforts to prevent or narrow the scope of disclosure.
4. Destruction Request. Recipient will destroy Discloser’s Confidential Information promptly upon request, except where retained to comply with law or copies in Recipient’s automated back-up systems, which will remain subject to these obligations of confidentiality while maintained.

6. Intellectual Property

As between the parties, Krisp (or, where applicable, Krisp’s licensors, including the Third Party Service Providers and other third-party suppliers) owns and retains all right, title, and interest in and to the Services and all components of the Services. Without limiting the generality of the foregoing, Krisp owns: (a) Krisp’s proprietary AI models, model weights, training data, training methodologies, and algorithms; (b) the API and all related interfaces, protocols, schemas, and documentation authored by Krisp; (c) the infrastructure on which the Services operate; (d) all operational metadata generated by Krisp in the course of operating the Services, and all usage analytics, aggregate statistics, telemetry, and operational data Krisp derives from operation of the Services across its customer base (provided that such analytics and data do not include the content of Customer Content); (e) all Krisp trademarks and trade dress; and (f) all improvements, modifications, and derivative works of any of the foregoing, and all intellectual property rights in any of the foregoing. Third-party components of the Services (including AI models, software, and other materials licensed to Krisp by the Third Party Service Providers or other licensors) are owned by, or licensed to Krisp by, the applicable third party, and nothing in these Terms is intended to transfer or grant 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. Except as expressly stated in these Terms, these Terms do not grant either party any rights to the other’s content or intellectual property, by implication, estoppel, or otherwise.

7. Fees

1. Subscription Fees. Customer will pay the monthly subscription fees specified in the sign-up flow (the “Subscription Fees“). Each monthly Subscription includes an allotment of voice translation minutes (the “Included Minutes“) at the rate identified for the applicable Subscription. Subscriptions auto-renew monthly at then-current pricing unless cancelled by Customer through its account dashboard at any time before the next renewal. Krisp may change Subscription Fees prospectively on at least thirty (30) days’ notice; price changes take effect on the next monthly renewal.
2. Overage. If Customer’s usage in a billing cycle exceeds the Included Minutes for that cycle, Customer will be billed for the excess (“Overage Charges“) at the per-minute overage rate posted on the Krisp pricing page. Overage Charges for a billing cycle will be invoiced together with the Subscription Fees for the following billing cycle and are payable on the same terms.
3. Taxes. Subscription Fees and Overage Charges do not include any taxes, duties, levies, or assessments that may be owed by Customer for use of the Services (“Taxes“), unless otherwise specified in the applicable invoice. Customer is responsible for remitting any necessary withholding Taxes to the relevant authority on a timely basis and providing Krisp with evidence on request. Where law provides for reduction or elimination of withholding Taxes, the parties will collaborate in good faith to do so. Customer will pay Krisp the amount that ensures Krisp receives the same total amount that it would have received if no withholding or reduction had been required (taking into account any Taxes imposed on that gross-up payment).
4. Billing. Failure to pay Krisp all amounts owed when due may result in suspension or termination of Customer’s access to the Services. Krisp reserves any other rights of collection it may have. Any amount not paid when due will accrue interest at the lesser of one percent (1%) per month or the maximum rate permitted by law.

8. Termination and Suspension

1. Term. These Terms start on the Effective Date and continue until terminated (the “Term“).
2. Termination. Either party may terminate these Terms for the other party’s material breach by providing thirty (30) days’ prior notice detailing the nature of the breach, unless cured within that period (or, for Customer’s non-payment, ten (10) days). Krisp may also terminate these Terms immediately upon notice if Krisp reasonably believes or determines that its provision of the Services to Customer is prohibited by applicable law, including export control or sanctions law.
3. Suspension. Krisp may suspend Customer’s access to any portion or all of the Services if: (a) Krisp reasonably believes or determines that (i) there is a risk to or attack on any of the Services; (ii) Customer or any User is using the Services in violation of Section 4 (Trust and Safety; Restrictions); (iii) Krisp’s provision of the Services to Customer is prohibited by applicable law or would result in a material increase in the cost of providing the Services; or (iv) Customer is more than fifteen (15) days overdue on any payment; or (b) any Third Party Service Provider or vendor suspends or terminates Krisp’s use of any third-party services or products required to enable Customer to access the Services (each, a “Service Suspension“). Krisp will use reasonable efforts to provide written notice of any Service Suspension to Customer and will resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured, where curable. Krisp will have no liability for any damages, liabilities, losses (including any loss of data or profits), or any other consequences that Customer may incur because of a Service Suspension.
4. Effect of Termination. Upon termination of these Terms: (a) Customer may no longer access the Services and any licenses granted to Customer terminate; (b) Customer must cease using and delete any cached Outputs, API credentials, or documentation in its possession; (c) any fees accrued through the effective date of termination remain payable; and (d) the following provisions will survive termination or expiration of these Terms: Sections 2 (Customer Content) (with respect to Outputs already delivered), 3 (Data Privacy), 5 (Confidentiality), 6 (Intellectual Property), 7 (Fees), 8 (Termination and Suspension), 9 (Disputes), 10 (Indemnification), 11 (Warranties and Disclaimers), 12 (Limitation of Liability), and 13 (Miscellaneous), together with any other provision that by its nature must survive. Because Krisp does not retain Customer Content (Section 2.1), there is no Customer Content for Krisp to return, export, or delete on termination.

9. Disputes

1. Informal Resolution. In the event of a dispute, claim, or controversy relating to these Terms (“Dispute“), the parties will first attempt in good faith to informally resolve the matter. The party raising the Dispute must notify the other party (“Dispute Notice“). If the parties have not resolved the Dispute within sixty (60) days of delivery of the Dispute Notice, either party may seek to resolve the Dispute through arbitration as stated in Section 9.2.
2. Arbitration. Any Dispute will be determined in English by final, binding individual arbitration administered by JAMS in accordance with the JAMS Streamlined Arbitration Procedure Rules then in effect, before a single arbitrator. The Federal Arbitration Act governs the interpretation and enforcement of this Section. The seat and place of arbitration is San Jose, California, or such other venue as the parties mutually agree. Payment of all filing, administrative, and arbitrator fees will be governed by JAMS’s rules; Customer may obtain JAMS procedures, rules, and fee information at JAMS: 800.352.5267 and http://www.jamsadr.com. An arbitrator must follow these Terms as a court would. Judgment on any award may be entered in any court having jurisdiction. EACH PARTY AGREES THEY ARE WAIVING THE RIGHT TO A TRIAL BY JURY, AND THE RIGHT TO JOIN AND PARTICIPATE IN A CLASS ACTION, TO THE FULLEST EXTENT PERMITTED UNDER THE LAW IN CONNECTION WITH THESE TERMS. Customer and Krisp each agree that any such proceeding shall take place solely by means of judicial reference pursuant to California Code of Civil Procedure section 638. This Section 9.2, including the provisions on binding arbitration and the class action waiver, shall survive any termination of these Terms.
3. Arbitration Opt-Out. Customer may opt out of the arbitration and class-action waiver in Section 9.2 by sending written notice to [email protected] with the subject line “KRISP ARBITRATION AND CLASS ACTION WAIVER OPT-OUT” within thirty (30) days of Customer’s first use of the Services or acceptance of these Terms, whichever is earlier. The notice must include Customer’s name, account email, and an unequivocal statement of the election to opt out. If Customer opts out, all other terms of these Terms remain in effect.
4. Equitable Relief; Small Claims. This Section 9 does not limit either party from seeking equitable or injunctive relief, including to enforce intellectual property rights, in a court of competent jurisdiction. Either party may also bring qualifying claims in small-claims court on an individual basis. In the event that the arbitration provisions in this Section 9 are found not to apply to Customer or to a particular Dispute, either as a result of Customer’s decision to opt out or as a result of a decision by the arbitrator or a court order, should Krisp prevail in litigation against Customer to enforce its rights under these Terms, Krisp shall be entitled to its costs, expenses, and reasonable attorneys’ fees (whether incurred at or in preparation for trial, appeal, or otherwise) incurred in resolving or settling the dispute, in addition to all other damages or awards to which Krisp may be entitled.
5. Notices Regarding Disputes. Notices initiating arbitration or asserting a Dispute to Krisp may be sent to Krisp Technologies, Inc., 2342 Shattuck Avenue, #367, Berkeley, CA 94704, Attn: Legal, with a copy to [email protected].
6. Limited Time to File Claims. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF CUSTOMER OR KRISP WANTS TO ASSERT A DISPUTE AGAINST THE OTHER, CUSTOMER OR KRISP MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH HEREIN) WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES OR IT WILL BE FOREVER BARRED. “Commencing” means, as applicable: (i) delivery of written notice as set forth herein; (ii) filing for arbitration with JAMS as set forth herein; or (iii) filing an action in state or federal court. This provision will not apply to any legal action taken by Krisp to seek an injunction or other equitable relief in connection with any losses (or potential losses) relating to the Services, intellectual property rights of Krisp, or Krisp’s provision of the Services.

10. Indemnification

1. Claims Against Customer. Krisp will defend Customer and its personnel, successors, and assigns from and against any Customer Claim and indemnify them for any judgment that a court of competent jurisdiction grants a third party on such Customer Claim or that an arbitrator awards a third party under any Krisp-approved settlement of such Customer Claim. “Customer Claim” means a third-party claim, suit, or proceeding alleging that Customer’s paid use of the Services in accordance with these Terms infringes any third-party patent, copyright, registered trademark, or trade secret right.
2. Claims Against Krisp. Customer will defend Krisp and its personnel, successors, and assigns from and against any Krisp Claim and indemnify them for any judgment that a court of competent jurisdiction grants a third party on such Krisp Claim or that an arbitrator awards a third party under any Customer-approved settlement of such Krisp Claim. “Krisp Claim” means any third-party claim, suit, or proceeding related to Customer’s or its Users’ (a) Inputs or other data provided by Customer; (b) use of the Services in violation of Section 4 (Trust and Safety; Restrictions), including any violation of recording/wiretap, consent, AI-disclosure, synthetic-media, robocall, telemarketing, biometric, right-of-publicity, export-control, or sanctions law; or (c) Customer’s products, services, or applications that incorporate the Services. Krisp Claims and Customer Claims are each a “Claim“.
3. Exclusions. Neither party’s defense or indemnification obligations will apply to the extent the underlying allegation arises from the indemnified party’s fraud, willful misconduct, violation of law, or breach of these Terms. Krisp’s defense and indemnification obligations will not apply to the extent a Customer Claim arises from: (a) modifications made by Customer to the Services or Outputs; (b) the combination of the Services or Outputs with technology, content, or data not provided or expressly authorized by Krisp; (c) Inputs or other data provided by Customer; (d) Customer’s use of the Services or Outputs in a manner that Customer knows or reasonably should know violates or infringes the rights of others; (e) Customer’s use of the Services in violation of Section 4 (Trust and Safety; Restrictions); (f) Beta Features; or (g) the practice of a patented invention contained in an Output, or an alleged violation of trademark based on use of an Output in trade or commerce.
4. Process. The indemnified party must promptly notify the indemnifying party of the relevant Claim and will reasonably cooperate in the defense. The indemnifying party will retain the right to control the defense of any such Claim, including the selection of counsel, the strategy and course of any litigation or appeals, and any negotiations, settlement, or compromise, except that the indemnified party will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or that subjects it to an ongoing affirmative obligation. The indemnifying party’s obligations will be excused if either of the following materially prejudices the defense: (a) failure of the indemnified party to provide prompt notice of the Claim; or (b) failure to reasonably cooperate in the defense.
5. Sole Remedy. To the extent covered under this Section 10, indemnification is each party’s sole and exclusive remedy under these Terms for any third-party claims.

11. Warranties and Disclaimers

1. Warranties. Each party represents and warrants that (a) it is authorized to enter into these Terms and (b) entering into and performing these Terms will not violate any of its corporate rules, if applicable. Customer further represents and warrants that (i) Customer has all rights, licenses, consents, and permissions required to submit Inputs to the Services, including with respect to recording, wiretap, consent, biometric, copyright, and other rights of any third party whose voice or personal information is included; (ii) Customer’s and its Users’ use of the Services complies with these Terms and all applicable law; (iii) Customer will not submit PHI; (iv) Customer is not a Restricted Party (as defined in Section 13.8) and is not located in or operating from a sanctioned jurisdiction; and (v) Customer’s use is in connection with the development or operation of applications, products, or services and is not for personal, family, or household consumer purposes, and the natural person accepting these Terms (whether on Customer’s own behalf or on behalf of Customer as an organization) is at least eighteen (18) years old.
2. Disclaimer of Warranties. EXCEPT TO THE EXTENT EXPRESSLY PROVIDED FOR IN THESE TERMS, TO THE MAXIMUM EXTENT PERMITTED UNDER LAW (A) THE SERVICES AND OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND; AND (B) KRISP MAKES NO WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THIRD-PARTY PRODUCTS OR SERVICES, INCLUDING THIRD-PARTY MODEL PROVIDERS. KRISP EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING OR PERFORMANCE, OR TRADE USE. KRISP DOES NOT WARRANT, AND DISCLAIMS THAT, THE SERVICES OR OUTPUTS ARE ACCURATE, COMPLETE, OR ERROR-FREE, OR THAT THEIR USE WILL BE UNINTERRUPTED OR SECURE.

12. Limitation of Liability

1. Excluded Damages; Default Cap. EXCEPT AS STATED IN SECTIONS 12.2 AND 12.3, THE LIABILITY OF EACH PARTY, AND ITS AFFILIATES AND LICENSORS, FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS (I) EXCLUDES DAMAGES THAT ARE CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, OR EXEMPLARY, INCLUDING LOST PROFITS, BUSINESS, CONTRACTS, REVENUE, GOODWILL, PRODUCTION, ANTICIPATED SAVINGS, OR DATA, AND COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; AND (II) IS LIMITED TO THE FEES PAID (OR PAYABLE) BY CUSTOMER TO KRISP HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY.
2. Uncapped Liability. NOTHING IN THESE TERMS LIMITS A PARTY’S LIABILITY FOR (A) FRAUD, GROSS NEGLIGENCE, OR WILFUL MISCONDUCT; (B) DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE; (C) CUSTOMER’S PAYMENT OBLIGATIONS; (D) CUSTOMER’S BREACH OF SECTION 4; OR (E) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10.
3. Application. THE LIMITATIONS IN THIS SECTION 12 APPLY (I) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW; (II) TO LIABILITY IN TORT, INCLUDING FOR NEGLIGENCE; (III) REGARDLESS OF THE FORM OF ACTION; (IV) EVEN IF THE BREACHING PARTY IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (V) EVEN IF THE INJURED PARTY’S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. THE PARTIES AGREE THAT THEY HAVE ENTERED INTO THESE TERMS IN RELIANCE ON THE TERMS OF THIS SECTION 12 AND THOSE TERMS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

13. Miscellaneous

1. Notices. All notices, demands, waivers, and other communications under these Terms (each, a “Notice“) must be in writing. Except for notices related to demands to arbitrate or where equitable relief is sought (which follow Section 9.5), any Notices under these Terms may be delivered electronically to the email address Customer provided to Krisp if to Customer, and to [email protected] if to Krisp, with a copy to Krisp Technologies, Inc., Attn: Legal, 2342 Shattuck Avenue, #367, Berkeley, CA 94704.
2. Electronic Communications. Customer agrees to receive electronic communications from Krisp based on Customer’s use of the Services and related to these Terms. Except where prohibited by applicable law, electronic communications may be sent via email, through the Services, or posted on Krisp’s website.
3. Amendment and Modification. Krisp may update these Terms at any time, to be effective thirty (30) days after the updates are posted by Krisp or Customer otherwise receives Notice, except that updates made in response to changes to law or regulation take effect immediately upon posting or Notice. Changes will not apply retroactively. No other amendment to or modification of these Terms is effective unless it is in writing and signed by both parties. Failure to exercise or delay in exercising any right or remedy does not constitute a waiver. Notwithstanding the foregoing, any change to the dispute resolution provisions in Section 9 will not apply to any Dispute for which the parties have actual notice prior to the date the change is posted by Krisp or otherwise received by Customer.
4. Assignment and Delegation. Neither party may assign its rights or delegate its obligations under these Terms without the other party’s prior written consent, except that Krisp may assign its rights and delegate its obligations to an affiliate or as part of a sale of all or substantially all of its business. Any purported assignment or delegation in violation of this Section is null and void.
5. Severability. If a provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term of these Terms in that or any other jurisdiction. The parties will negotiate in good faith to modify these Terms to reflect the parties’ original intent as closely as possible.
6. Interpretation. These Terms will be construed mutually, with neither party considered the drafter. Section titles are provided for convenience and will not be used to interpret these Terms. The phrases “for example,” “including,” and “or” are not limiting.
7. Governing Law; Venue. Except as expressly set forth in Section 9 (Disputes), all matters relating to these Terms, the Services, and any Dispute arising out of or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of California, without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction), and excluding the United Nations Convention on Contracts for the International Sale of Goods. To the extent any Dispute is not subject to arbitration under Section 9.2, the parties consent to the exclusive personal jurisdiction and venue of the state and federal courts located in Santa Clara County, California, and waive any objection based on inconvenient forum.
8. Export and Sanctions. Customer represents and warrants that: (a) neither Customer nor any of its principals, directors, officers, controlling persons, or beneficial owners is named on any US, EU, UK, or other applicable sanctions or denied-parties list, including the OFAC Specially Designated Nationals (SDN) List, the BIS Entity List, the BIS Denied Persons List, the 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 any Restricted Party or any person located in a 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 4.2(d). Krisp may suspend or terminate the Services immediately if Customer breaches this Section, without liability.
9. Integration. These Terms (including the Privacy Policy and the DPA, and any other documents or terms that are expressly incorporated by reference) constitute the parties’ entire understanding as to the provision and use of the Services. These Terms supersede all prior agreements, communications, and understandings between the parties regarding the Services. Unless a written master services agreement or other written enterprise agreement is signed between Customer and Krisp, in the event of any conflict between these Terms and any purchase order, order form, or other document issued by Customer (whether prior to or after the Effective Date), these Terms shall prevail and govern.
   
10. Force Majeure. 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, internet failures, denial-of-service attacks, governmental orders, pandemics, or labor disputes.