Master Subscription Agreement

Master Subscription Agreement

This Master Subscription Agreement is entered into by and between Krisp Technologies, Inc., a Delaware corporation (“Company”, “we”, “us”, or “our”) and the enterprise customer named in the order form or any other document specifying the services to be provided herein and that references this agreement, including its affiliates (“Customer”, “you” or “your”). The terms and conditions of this Master Subscription Agreement, together with any documents they expressly incorporate by reference (collectively, this “Agreement” or “MSA”), govern your access to and use of Krisp for Enterprises product, including any content, functionality, and services offered on or through the application (“Krisp”). References herein to “you”, “your”, or “yours” shall also mean (a) the individual who is accepting this Agreement on behalf of the Customer, and (b) your internal users who access or use Krisp under your subscription and with whom you have an employment, contractor, or agency relationship (collectively, “End Users”). Please note that this Agreement does not govern your subscription to our non-enterprise plans. If you are subscribed to any of our non-enterprise plans, then your access to and use of Krisp and/or the Site is subject to our Terms of Use.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE YOU START TO DOWNLOAD, INSTALL, REGISTER WITH, USE, OR ACCESS KRISP. BY DOWNLOADING, INSTALLING, REGISTERING WITH, USING, OR ACCESSING KRISP, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND OUR PRIVACY POLICY FOR ENTERPRISES, INCORPORATED HEREIN BY REFERENCE; (B) ACCEPT THESE TERMS AND AGREE THAT YOU ARE LEGALLY BOUND BY IT, AND (C) REPRESENT THAT YOU ARE AUTHORIZED TO BIND YOUR ENTITY OR ORGANIZATION, AND THAT YOUR ACCEPTANCE OF THIS AGREEMENT LEGALLY BINDS SUCH ENTITY OR ORGANIZATION. IF YOU DO NOT AGREE TO THIS AGREEMENT OR THE PRIVACY POLICY, YOU MUST NOT ACCESS OR USE KRISP OR THE SITE. REFERENCES HEREIN TO “USE” OR “ACCESS” SHALL INCLUDE DOWNLOADING, INSTALLING, REGISTERING WITH, USING, AND/OR ACCESSING KRISP, INCLUDING USING THE CONTENT, FEATURES, FUNCTIONALITY, AND/OR SERVICES OF KRISP.

This Agreement is effective between you and us as of the date you accepted this Agreement (the “Effective Date“).

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. License Grant

Subject to this Agreement and for the applicable term of your subscription, the Company grants you a limited, non-exclusive, non-sublicensable, and non-transferable license to: (a) download, install, register with, use, and access Krisp and/or the Site for your internal business use on a computer owned or otherwise controlled by you (“Device”) strictly in accordance with this Agreement and Krisp’s documentation; and (b) access, download, and use on such Device the services made available in or otherwise accessible through Krisp, strictly in accordance with this Agreement. Krisp is delivered electronically, and you may provide single-user copies of Krisp to each End User, in accordance with this Agreement.  You represent and warrant that your End Users acknowledge and accept this Agreement, and you are responsible for the activities of your End Users and their compliance with this Agreement. Krisp assumes no responsibility or liability for violations of this Agreement by your End Users.

2. License Restrictions

You shall not: (a) copy Krisp, except as expressly permitted by this license; (b) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of Krisp; (c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of Krisp or any part thereof; (d) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from Krisp, including any copy thereof; (e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available Krisp, or any content, features, or functionality of Krisp, to any third party for any reason, including by making Krisp available on a network where it is capable of being accessed by more than one device at any time, except as expressly authorized hereunder; (f) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting Krisp; (g) build or benchmark a competitive product or service, or copy any features, functions, or graphics of Krisp; (h) use Krisp for the development, production, or marketing of a service or product substantially similar to Krisp; or (i) use Krisp in, or in association with, the design, construction, maintenance, or operation of any hazardous environments or systems, including any power generation systems; aircraft navigation or communication systems, air traffic control systems, or any other transport management systems; safety-critical applications, including medical or life-support systems, vehicle operation applications or any police, fire, or other safety response systems; and military or aerospace applications, weapons systems, or environments.

3. Reservation of Rights

You acknowledge and agree that Krisp is provided under license, and not sold, to you. You do not acquire any ownership interest in Krisp under this Agreement, or any other rights thereto other than to use Krisp in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. Company and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to Krisp, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.

4. Collection and Use of Your Information

You acknowledge that when you download, install, register with, use, or access Krisp, we may use automatic means (including, for example, cookies and web beacons) to collect information about your Device and about your use of Krisp. You also may be required to provide certain information about yourself, including your End Users, as a condition to downloading, installing, registering with, using or accessing Krisp or certain of its content, features, or functionality, and Krisp may provide you with opportunities to share information about yourself with others. You acknowledge and accept that Krisp has certain content, features, functionality, or services that are based on artificial intelligence, digital signal processing, and machine learning systems, which may also be collecting information on your use of and access to Krisp. All information we collect through or in connection with Krisp and the Site is subject to our Privacy Policy, incorporated herein by reference. By downloading, installing, registering with, using, accessing and providing information to or through Krisp and the Site, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

5. Updates

5.1 We may from time to time in our sole discretion develop and provide application updates for Krisp and/or otherwise make changes to all or parts of Krisp and/or the Site, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain content, features, and functionality. You agree that we have no obligation to provide any Updates or to continue to provide or enable any particular content, features, or functionality. You also agree that we don’t guarantee that we will support the version of the system for which you licensed Krisp. Updates may not be compatible with software or services provided by third parties. Based on your Device settings, when your Device is connected to the internet, either: (a) Krisp will automatically download and install all available Updates; or (b) you may receive notice of or be prompted to download and install available Updates. 

5.2 We may or may not backup any or all content, features, functionalities, services, or aspects of Krisp, including your settings; however, we take no responsibility for any such material that is lost, damaged, or deleted, and you hereby acknowledge and agree that we are in no way liable for any damage that this action or omission may cause you.

5.3 Further, we reserve the right to in any way modify the content, features, functionality, status, settings, condition, and/or other features of Krisp at any time, for any period, in our sole discretion, with or without reason or cause, and without notice.

5.4 You shall promptly download and install all Updates and acknowledge and agree that Krisp or portions thereof may not properly operate or may not operate at all should you fail to do so. You further agree that all Updates will be deemed part of Krisp and be subject to all terms and conditions of this Agreement and you acknowledge and agree that you have read and accepted any updated terms and conditions that may accompany such Updates. Failure to comply with this Section may result in termination of your license to use Krisp and/or the Site.

5.5 From time to time, we may decide to discontinue support for certain older versions of Krisp. We will provide you with reasonable notice before such discontinuation takes effect, and we encourage you to update to the latest version of Krisp. In the event of version deprecation, we may stop providing maintenance, Updates, and technical support for the deprecated version, and we will not be responsible for any issues that may arise from your continued use of such deprecated version. By continuing to use the deprecated version after the notice period, you acknowledge and accept the risks associated with the use of an unsupported version of Krisp.

6. Integrating with third parties

Use and access of Krisp may involve use and access of third-party platforms, software, applications, or other services (“Third-Party Services”). You hereby acknowledge and accept that in order to provide you with Krisp, we may integrate with such third parties, including transmitting and receiving information (i) as authorized or instructed by you, or (ii) in accordance with this Agreement, including our Privacy Policy. Company is not responsible for, and Company hereby disclaims any liability for, any act or omission of any provider of Third-Party Services or the operation of any Third-Party Services, including access to, modification of, or deletion of data, regardless of whether Company endorses, approves, or supports any such Third-Party Services. Company does not guarantee the interoperation, integration, or support of any Third-Party Services. Company may, at any time, in its sole discretion, modify Krisp, which may result in the failed interoperation, integration, or support of Third-Party Services. You have sole discretion whether to purchase or connect to any Third-Party Services, and your use of any Third-Party Service is governed solely by the terms of such Third-Party Services.

7. Accessing Krisp and Account Security

7.1 To access Krisp and/or some of its content, features, functionality, and/or services, you may be required to register a user account (“Account”), where you may be required to share certain personal information. It is a condition of your use of Krisp that all the information you provide is correct, current, and complete. You agree that all information you provide to register with Krisp or otherwise, including but not limited to through the use of any content, features, functionality, or services on Krisp, is governed by this Agreement, and you consent to all actions we take with respect to your information consistent with this Agreement, including the Privacy Policy.

7.2 If you choose, or are provided with, a username, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You agree not to provide any other person with access to Krisp or portions of it using your username, password or other security information, except as authorized by this Agreement. You acknowledge and agree that all activities conducted by your End Users in the Account constitute activities conducted by you. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your Account at the end of each session. You should use particular caution when accessing your account from a public or shared device so that others are not able to view or record your password or other information.

7.3 We reserve the right to withdraw or change Krisp, and any content, features, functionality, and services we provide on Krisp, in our sole discretion, with or without reason or cause. We will use commercially reasonable efforts to notify you about such changes. We will not be liable if for any reason all or any part of Krisp is unavailable at any time, for any period, or at all. Further, we also reserve the right to suspend, restrict, or otherwise limit users’ access to or use of Krisp at any time, for any period, or at all, in our sole discretion, with or without reason or cause, and without notice. From time to time, we may restrict access to some or all parts of Krisp to you, including End Users.

7.4 You are responsible for (i) making all arrangements necessary for you to have access to Krisp; and (ii) ensuring that your End Users are aware of this Agreement and comply with them.

8. Confidentiality

8.1 Use. If the parties disclose Confidential Information to each other, the recipient will only use the disclosing party’s Confidential Information to exercise its rights and fulfill its obligations under these Terms. The recipient will use at least reasonable care to protect Confidential Information. For the purposes of this Agreement, “Confidential Information” means information exchanged by the parties that would reasonably be understood to be confidential given the nature of the information and manner of disclosure, including business, product, technology, and marketing information, purchase orders, and non-public payment terms. Confidential Information does not include information that (i) is or becomes publicly known through lawful means; (ii) was known to the recipient prior to disclosure without confidentiality obligations; (iii) is received from a third party without breach of confidentiality obligations; or (iv) was independently developed by the recipient without use of or access to any Confidential Information.

8.2 Non-use and Non-disclosure. The recipient shall not use any Confidential Information of the disclosing party for any purpose except as necessary to perform their duties under these Terms. The recipient will not disclose Confidential Information to anyone except to its affiliates, employees, agents, or contractors who need to know it and who are bound by confidentiality obligations at least as protective of Confidential Information as those described in this section. The recipient will be responsible for those parties’ breach of this section. A breach of this section may cause irreparable harm and entitle the disclosing party to injunctive relief.

8.3 Compelled Disclosure. If recipient becomes legally compelled to disclose any Confidential Information, other than pursuant to a confidentiality agreement, recipient will provide disclosing party prompt written notice, if legally permissible, and will use its best efforts to assist disclosing party in seeking a protective order or another appropriate remedy. If disclosing party waives recipient’s compliance with this Agreement or fails to obtain a protective order or other appropriate remedy, recipient will furnish only that portion of the Confidential Information that is legally required to be disclosed; provided that any Confidential Information so disclosed shall maintain its confidentiality protection for all purposes other than such legally compelled disclosure.

9. Intellectual Property Rights

9.1 Krisp, the Site, and its and their entire contents, features, functionality, and services (including but not limited to any and all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof, user accounts, Accounts, titles, computer code, themes, objects, avatars, avatar names, stories, dialogue, catch phrases, locations, concepts, artwork, animations, sounds, musical compositions, audio-visual effects, methods of operation, moral rights, any related documentation, “applets” incorporated into Krisp and/or the Site, and the client and server software, are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

9.2 You agree that you have no rights or title in or to any content that appears in Krisp and/or the Site, including any virtual goods or currency appearing or originating in Krisp and any other attributes associated with your access and use of Krisp or stored on Krisp’s server. As provided above, all such content, features, and functionality shall be owned by the Company, its licensors, or other providers of such material.

9.3 To the extent you send or transmit any communications, comments, questions, or suggestions, or related materials to Krisp, whether by letter, e-mail, telephone, or otherwise, whether originating from you or your End Users suggesting or recommending changes to Krisp including, without limitation, new features or functionality relating thereto (“Feedback”), you hereby fully and exclusively assign to us any such Feedback upon creation. For any rights to such Feedback that cannot be assigned, you hereby grant us a perpetual, irrevocable, non-exclusive, royalty-free, fully-paid-up, fully-transferable, worldwide license (with rights to sublicense through multiple tiers of sublicensing) under your and your licensors’ intellectual property rights to reproduce, prepare derivative works of, distribute, perform, display, and otherwise fully use, practice and exploit such Feedback for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. You agree and understand that Krisp is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.

9.4 You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on Krisp, except as follows: (i) your Device may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials; (ii) you may store files that are automatically cached by your Device for display enhancement purposes.

9.5 If you print, copy, modify, download or otherwise use or provide any other person with access to any part of Krisp in breach of this Agreement, your right to use Krisp may be ceased immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to Krisp or any content on Krisp is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of Krisp not expressly permitted by this Agreement is a breach of this Agreement and may violate copyright, trademark and other laws.

9.6 The Company name, the names and application icons of Krisp, the Company and Krisp logo and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use any of the foregoing without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on Krisp are the trademarks of their respective owners.

10. Your Obligations and Prohibited Uses

10.1 You may use Krisp and the Site only for lawful purposes and in accordance with this Agreement. You agree, represent and warrant that you have obtained all necessary licenses, permissions, consents and agreements necessary for the lawful use of Krisp.

10.2 You agree not to use Krisp or the Site:

  • In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the U.S. or other countries) or to circumvent any law, regulation or investigation;

  • For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise;

  • To send, knowingly receive, upload, download, use or re-use any material which does not comply with this Agreement;

  • To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation;

  • To impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing); or

  • To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of Krisp or the Site, or which, as determined by us, may harm the Company or users of Krisp or the Site or expose them to liability.

10.3 Additionally, you agree not to:

  • Use Krisp in any manner that could disable, overburden, damage, or impair Krisp or interfere with any other party’s use of Krisp, including their ability to engage in real-time activities through Krisp;

  • Use any robot, spider or other automatic device, process or means to access Krisp for any purpose, including monitoring or copying any of the material on Krisp;

  • Use any manual process to monitor or copy any of the material on Krisp or for any other unauthorized purpose without our prior written consent;

  • Use any device, software or routine that interferes with the proper working of Krisp;

  • Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful;

  • Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of Krisp, the server on which Krisp is stored, or any server, computer, Device, or database connected to Krisp;

  • Attack Krisp via a denial-of-service attack or a distributed denial-of-service attack;

  • Otherwise attempt to interfere with the proper working of Krisp;

11. Reliance on Information Posted

The information presented on or through Krisp and/or the Site is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor of Krisp and/or the Site, or by anyone who may be informed of any of its contents.

12. Third-Party Materials and Links

Krisp and/or the Site may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials provided by other users and third parties) or provide links (each, a “Link”) to third-party websites, sites, resources, services or applications (collectively, including Links, the “Third-Party Materials”). You acknowledge and agree that Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. All statements and/or opinions expressed in Third-Party Materials, other than the content provided by the Company, are solely the responsibility of the person or entity providing the same. Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. We have no control over the contents of Third-Party Materials and Links, sites, or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the Third-Party Materials and Links linked to Krisp, you do so entirely at your own risk and subject to the terms and conditions of use for such Third-Party Materials and Links. Third-Party Materials, Links, and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions and privacy policies.

13. Purchases and Payments

13.1 Krisp will be provided according to the enterprise subscription plan as detailed in the order form or any other document specifying the services to be provided herein. You may opt to downgrade to any other plan level that Company offers at any time during the period of your plan; provided that (a) a downgrade will not be effective until the next renewal date, and (b) the Terms of Use will govern your use of Krisp.

13.2 All payments due under this Agreement shall be made in currently available funds by ACH, wire transfer, credit card, or by such other means as Company may specify from time-to-time. Unless otherwise expressly agreed by Company, the license fees are payable in the currency of the United States of America. License fees will be billed at the beginning of each subscription period and will be due within 30 days of the date of the invoice. Krisp licenses added during the subscription period will be prorated. Any amounts due under this Agreement which are not paid within 30 calendar days of their invoice date shall be subject to a late payment charge of the lower of: (i) 1.5% per month (and shall thereafter bear interest at a rate of 18% per annum until paid); and (ii) the highest interest rate permitted by applicable law. Each party is responsible for its own expenses under this Agreement. If payment is not received by Company or cannot be charged to your credit card or other payment account for any reason, Company reserves the right to either suspend or terminate your access to Krisp and terminate this Agreement. All fees under this Agreement are non-refundable except in the case of Company’s material breach and failure to cure.

13.3 You will pay all applicable taxes, duties, withholdings, backup withholding and the like; when Company has the legal obligation to pay or collect such taxes, the appropriate amount shall be paid by you directly to Company. If all or any part of any payment owed to Company under this Agreement is withheld, based upon a claim that such withholding is required pursuant to the tax laws of any country or its political subdivisions and/or any tax treaty between the U.S. and any such country, such payment shall be increased by the amount necessary to result in a net payment to Company of the amounts otherwise payable under this Agreement. Company may change its fees and payment terms at its discretion; provided, however, that such changes will not take effect for you until the start of the next subscription term. Company will provide written notice to you for any changes to the fees that affect the Krisp subscription purchased by you. Your continued use of Krisp after the price change becomes effective constitutes your agreement to pay the changed amount.

13.4 We will provide, at no additional costs, standard support as set forth in our then-current documentation (see Our Help Center), during the subscription term. In accordance with applicable laws and this Agreement, we reserve the right to discontinue, modify our standard support and charge you for standard support.

14. Term; Cancellation and Refund

14.1 The term of your subscription to Krisp will automatically renew for successive terms equal in duration to the initial subscription term unless either party notifies the other party in writing, not less than thirty (30) calendar days before the expiration of the then-current subscription term, that such party does not wish to renew this Agreement.

14.2 Termination. Either party may terminate this Agreement immediately without further notice if the other party breaches its obligations under this Agreement and does not remedy such breach within 30 calendar days of the date on which the breaching party receives written notice of such breach from the non-breaching party. Upon the termination of this Agreement for any reason: (i) the licenses granted under this Agreement for Krisp shall immediately terminate, and you and your End Users, shall cease use of Krisp; (ii) Company will cease providing Krisp to you; (iii) you shall pay to Company the full amount of any outstanding fees due hereunder; and (iv) each party will return or delete any other Confidential Information in its possession. No fees are refundable upon termination of this Agreement for any reason except in the case of Company’s material breach and failure to cure.

14.3 All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, limitations of liability and governing law & jurisdiction.

15. DISCLAIMER OF WARRANTIES

15.1 You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR DEVICE, DEVICE PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF KRISP OR ANY SERVICES OR ITEMS OBTAINED THROUGH KRISP OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY LINKS, APPLICATION OR WEBSITE (EACH, A “PAGE”) LINKED TO IT.

15.2 YOU AGREE THAT KRISP, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH KRISP ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE OWNERS, SHAREHOLDERS, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, SERVICE PROVIDERS, AGENTS, REPRESENTATIVES, LICENSORS, SUCCESSORS, AND ASSIGNS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO KRISP, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF KRISP, ITS CONTENT, FEATURES, FUNCTIONALITY, AND SERVICES, AND ITEMS OBTAINED THROUGH KRISP, OR THAT THE SAME ARE ACCURATE, RELIABLE, WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED, OR THAT KRISP OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT KRISP OR ANY SERVICES OR ITEMS OBTAINED THROUGH KRISP WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. ANY MATERIAL OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF KRISP IS AT YOUR OWN DISCRETION AND RISK. COMPANY SHALL IN NO EVENT BE RESPONSIBLE FOR THE FAILURE TO STORE OR MAINTAIN ANY OF YOUR ACCOUNT INFORMATION, OR PERSONAL SETTINGS.

16. Indemnification

You agree to defend, indemnify and hold the Company, its affiliates, licensors and service providers (“Indemnified Parties”) harmless, including any officers, directors, shareholders, partners, owners, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any allegations, claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable costs and attorneys’ fees) arising out of or relating to (i) your, or your End Users’ violation of this Agreement, (ii) your or your End Users’ use of Krisp, including, but not limited to, any use of Krisp’s or the Site’s content, services and products other than as expressly authorized in this Agreement or your use of any information obtained from Krisp (iii) your or your End User’s infringement or violation of any intellectual property rights or other right of any person or entity, (iv) your relationship with your End User or any dispute between you and your End User, or (v) a personal injury or property damage to a third party relating to your or your End User’s acts or omissions.

17. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE OWNERS, SHAREHOLDERS, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, SERVICE PROVIDERS, AGENTS, REPRESENTATIVES, LICENSORS, SUCCESSORS, AND ASSIGNS BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, PROPERTY DAMAGE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, COST OF SUBSTITUTE GOODS OR SERVICES, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, A FAILURE OF YOUR INTERNET SERVICES, DOWNTIME, OR MAINTENANCE, OUR FAILURE TO PROVIDE TECHNICAL OR OTHER SUPPORT SERVICES, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY OR OTHERWISE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, KRISP, ANY SITES LINKED TO IT, ANY CONTENT ON KRISP OR SUCH OTHER SITES OR SUCH OTHER PAGES OR ANY SERVICES OR ITEMS OBTAINED THROUGH KRISP OR SUCH OTHER SITES OR SUCH OTHER PAGES. YOUR SOLE AND EXCLUSIVE REMEDY IN CASE OF ANY GRIEVANCE, ACTION, OR COMPLAINT IN REGARD TO KRISP OR BREACH BY US OF THIS AGREEMENT IS TO DISCONTINUE YOUR USE OF KRISP. NOTWITHSTANDING ANYTHING CONTRARY IN THIS AGREEMENT, OUR (AND OUR AFFILIATES’) AGGREGATE LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS (UNDER ANY LEGAL THEORY, CAUSE, OR GROUND, WHETHER IN CONTRACT, TORT, OR OTHERWISE), WILL AT ALL TIMES BE LIMITED TO THE AMOUNT THE COMPANY HAS ACTUALLY RECEIVED FROM YOU, DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT WHICH GIVES RIGHT TO YOUR DAMAGE. THIS LIMIT SHALL REMAIN IN EFFECT EVEN IF THERE IS MORE THAN ONE CLAIM. YOU AGREE THAT THESE LIMITATIONS SHALL APPLY EVEN IF THIS AGREEMENT OR ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR OTHER DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.  IN SUCH AN EVENT, THE LIABILITY OF COMPANY FOR SUCH DAMAGES WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW IN SUCH JURISDICTION.  

18. Publicity

You grant Company permission and the right to (i) identify you as a customer and to use your logo across Company marketing materials, and (ii) develop content around your experience as a Company customer (e.g., a written case study or video case study). Any content created under the foregoing clause (ii) of this Section 18 will be created in cooperation with you and used only upon your written approval. Company will use any trademarks provided by you pursuant to clause (i) of this Section 18 in accordance with any reasonable brand guidelines that you provide to us in writing prior to our use.

19. Export Regulation

Krisp may be subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations and may be subject to other applicable country export control and trade sanctions laws and programs maintained by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) (collectively, “Export Control and Sanctions Laws”). You shall not, directly or indirectly, export, re-export, or release Krisp to, or make Krisp accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with Export Control and Sanctions Laws and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making Krisp available outside the US. You are solely responsible for complying with the Export Control and Sanctions Laws and monitoring them for any modifications.

20. US Government Rights

Krisp is “commercial computer software”, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are a governmental or public entity, including the U.S. federal government or any agency or instrument of any federal, state, or local governmental entity, you receive only those rights with respect to the Application as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors. If and to the extent any provision of this Agreement is so prohibited, such provision will be deemed modified only to the extent reasonably necessary to conform to applicable Law, but to give maximum effect to this Agreement and the applicable terms as written.

21. Governing Law & Jurisdiction

This Agreement will be construed and enforced in all respects in accordance with the laws of the State of California, without reference to its choice of law rules.  Except as set forth below in this Section 21, the federal and state courts seated in San Francisco, San Mateo and Santa Clara counties, California, will have sole and exclusive jurisdiction for all purposes in connection with any action or proceeding that arises from, or relates to, this Agreement, and each party hereby irrevocably waives any objection to such exclusive jurisdiction.  Notwithstanding anything in this Agreement to the contrary, Company may seek injunctive or other equitable relief in any court of competent jurisdiction to protect any actual or threatened misappropriation or infringement of its intellectual property rights or those of its licensors, and Purchaser hereby submits to the exclusive jurisdiction of such courts and waives any objection thereto on the basis of improper venue, inconvenience of the forum or any other grounds.  You agree that any breach of the license restrictions or other infringement or misappropriation of the intellectual property rights of Company or its licensors will result in immediate and irreparable damage to Company for which there is no adequate remedy at law. The United Nations Convention on Contracts for the International Sale of Goods in its entirety is expressly excluded from this Agreement, including, without limitation, application to the Krisp and support services provided hereunder. Furthermore, this Agreement will not be governed or interpreted in any way by referring to any law based on the Uniform Computer Information Transactions Act (UCITA) or any other act derived from or related to UCITA.

22. Changes to this Agreement

Company may make modifications, deletions, and additions to this Agreement (“Changes”) from time to time in accordance with this Section 22. Changes to this Agreement will be posted here, which you should regularly check for the most recent version. When Changes are made, Company will indicate the effective date of the Changes at the top of this Agreement. If you continue to use Krisp after the effective date of the Changes, then you agree to the revised terms and conditions. If a Change requires a specific notice pursuant to applicable laws, Company will provide you with such notice in the manner prescribed by applicable Law, together with any required notification of your rights. Company will send you a courtesy email notifying you of changes to this Agreement if we make material changes to this Agreement. It is your responsibility to keep your email address up to date for any notices that Company may send to you from time to time and to regularly review this Agreement.

23. Notices

We may give notice to you by (i) electronic mail to your email address on record in your account information, (ii) written communication sent by letter delivered by a nationally recognized overnight delivery service, or (iii) first-class postage prepaid mail to your address on record in your account information. You are responsible for ensuring that your email address and property address on record are current. You agree that any notice sent to the then-current email or property address in our systems is adequate and binding notice upon you. You will provide notice to us (such notice is deemed given when received by Company) by letter delivered by a nationally recognized overnight delivery service or first-class postage prepaid mail to Company at “Attention Legal Dept., Krisp Technologies, Inc., 2342 Shattuck Ave, Suite 367, Berkeley, CA 94704, United States of America.”

24. General Provisions

You shall not assign this Agreement or transfer any of your rights hereunder, or delegate the performance of any of your duties or obligations arising under this Agreement, whether by merger, acquisition, sale of assets, operation of law, or otherwise, without the prior written consent of Company.  Any purported assignment in violation of the preceding sentence is null and void. We may assign our rights or transfer any or all of our obligations under this Agreement at any time, without prior notice to you, (i) in the event of a merger, acquisition, or sale of all or substantially all of our assets, or (ii) to our affiliate.  Company’s failure to exercise any right or enforce any condition or provision under this Agreement does not operate as a current or future waiver. If any term of this Agreement is found invalid or unenforceable that term will be enforced to the maximum extent permitted by law and the remainder of this Agreement will remain in full force. Company and you are independent contractors and do not intend to create an express or implied agency relationship by entering into this Agreement, whether arising under federal or state common law of agency. This Agreement shall not be interpreted or construed to confer any rights or remedies on any third parties. In case the Purchaser fails to purchase licenses in accordance with the terms of this Agreement within six (6) months after the Effective Date, this Agreement shall be considered automatically terminated by immediate effect.

25. Entire Agreement

This Agreement constitutes the sole and entire agreement between you and Krisp Technologies, Inc. with respect to Krisp and its Site, www.krisp.ai, and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to Krisp and the Site. Your use of and access to the Company’s pages on social media platforms may also be subject to the respective terms of use and privacy policy of such platforms. Any purchase order, order form or other document issued by you and/or us is for administrative convenience only. Unless a written master subscription agreement is signed between you and us, in the event of any conflict between the provisions of this Agreement and any purchase order, order form or other document presented by you prior to or after the date of your acceptance of this Agreement, the provisions of this Agreement shall prevail and govern. You acknowledge that no terms and conditions presented by you that purport to add to, modify, or vary the terms and conditions of this Agreement will be binding on us, including (i) text or information set forth on any purchase order, email correspondence, invoice or invoice process, or preprinted form, or (ii) terms and conditions of any request for proposal, request for bid, request for information, or questionnaire. In entering into this Agreement, neither you nor Company has relied upon any statement, representation, warranty, or agreement of the other party except to the extent expressly contained in this Agreement.