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    Terms of use

    Last Modified: October 29, 2020

    TERMS OF USE FOR KRISP

    Acceptance of the Terms of Use

    These terms of use are entered into by and between you and Krisp Technologies, Inc., a Delaware corporation (“Company”“we” or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Use” or “Terms”), govern your access to and use of the Krisp application, including any content, functionality, and services offered on or through the application (“Krisp”), as well as the Krisp website, www.krisp.ai, all subdomains thereof, and social media accounts and pages we operate (collectively, the “Site”), whether you are a guest or a registered user. References herein to “Krisp” shall also mean and include the Site, as the context requires. References herein to “you”“your”, or “yours”shall refer to you.  In case you are acting on behalf of an entity or organization (also, a “Corporate User”), references herein to “you”“your”, or “yours” shall also mean your internal users who access or use Krisp through your account and with whom you have an employment, contractor, or agency relationship (collectively, “End Users”).

    PLEASE READ THE TERMS OF USE 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 THESE TERMS OF USE AND OUR PRIVACY POLICY, FOUND AT PRIVACY POLICY, INCORPORATED HEREIN BY REFERENCE; (B) REPRESENT THAT YOU ARE OF LEGAL AGE AND CAPACITY TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT THESE TERMS AND AGREE THAT YOU ARE LEGALLY BOUND BY IT.  IF YOU ARE A CORPORATE USER, YOU (D) FURTHER REPRESENT THAT YOU ARE AUTHORIZED TO BIND YOUR ENTITY OR ORGANIZATION, AND THAT YOUR ACCEPTANCE OF THESE TERMS LEGALLY BINDS SUCH ENTITY OR ORGANIZATION. IF YOU DO NOT AGREE TO THESE TERMS OF USE OR THE PRIVACY POLICY, YOU MUST NOT ACCESS OR USE KRISP OR THE SITE. REFERENCES HEREIN TO “USE” OR “ACCESS” SHALL INCLUDING DOWNLOADING, INSTALLING, REGISTERING WITH, USING, AND/OR ACCESSING KRISP, INCLUDING USING THE CONTENT, FEATURES, FUNCTIONALITY, AND/OR SERVICES OF KRISP.

    IMPORTANT: PLEASE REVIEW THE MUTUAL ARBITRATION AGREEMENT SET FORTH BELOW CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH KRISP ON AN INDIVIDUAL BASIS (WAIVING YOUR RIGHT TO A CLASS ACTION) THROUGH FINAL AND BINDING ARBITRATION. BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS MUTUAL ARBITRATION AGREEMENT AND HAVE TAKEN THE TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

    THESE TERMS OF USE ALSO CONTAIN RELEASES, LIMITATIONS ON LIABILITY, AND PROVISIONS ON INDEMNITY AND ASSUMPTION OF RISK, ALL OF WHICH MAY LIMIT YOUR LEGAL RIGHTS AND REMEDIES. PLEASE REVIEW THEM CAREFULLY.

    Changes to the Terms of Use

    We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them. However, any changes to the dispute resolution provisions set forth in Governing Law and Jurisdiction and Binding Arbitration/Class Action Waiver will not apply to any disputes for which the parties have actual notice prior to the date the change is posted on our Site at www.krisp.ai.

    Your continued use of Krisp following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you. We may send you a courtesy email if we have an email address on file for you notifying you of changes to the Terms of Use.

    License Grant

    Subject to these terms for the applicable term of your subscription, the Company grants you a limited, non-exclusive, non-sublicenseable, and nontransferable license to: (a) download, install, register with, use, and access Krisp and/or the Site for your personal use or internal business use on a computer, tablet, smartphone, mobile device, or any electronic device owned or otherwise controlled by you (“Device”) strictly in accordance with these Terms and Krisp’s documentation; and (b) access, stream, download, and use on such Device the services made available in or otherwise accessible through Krisp, strictly in accordance with these Terms.  If you are a Corporate User, you may extend said license to your End Users, and you are authorized to distribute single-user copies of Krisp to each End User, in accordance with the Terms.  As a Corporate User, you represent and warrant that your End Users acknowledge and accept these Terms, and you are responsible for the activities of your End Users and their compliance with these Terms.  Krisp assumes no responsibility or liability for violations of these Terms by your End Users. 

    Mobile Users

    With respect to the mobile versions of Krisp, you will only use Krisp (i) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) or a product that runs on Android; and (ii) as permitted by applicable “Usage Rules” set forth in the Apple App Store Terms of Use or the Google Play Terms of Use. We reserve all rights in Krisp not expressly granted to you by these Terms of Use. 

    With regard to your use of the iOS version of Krisp, you acknowledge and agree that (i) these Terms of Use are an agreement between you and Company only, and not Apple, and (ii) Company, not Apple, is solely responsible for Krisp and content thereof. Your use of Krisp must comply with the App Store Terms of Use. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to Krisp. In the event of any failure of Krisp to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for Krisp to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to Krisp. As between Company and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Company, subject to the these Terms of Use. You and Company acknowledge that, as between Company and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to Krisp or your possession and use of Krisp, including, but not limited to: (i) product liability claims; (ii) any claim that Krisp fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. You and Company acknowledge that, in the event of any third-party claim that Krisp or your possession and use of that Tool infringes that third party’s intellectual property rights, as between Company and Apple, Company, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by, and subject to, these Terms of Use. You and Company acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms of Use as related to your license of Krisp, and that, upon your acceptance of the Terms of Use and conditions of these Terms of Use, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use as related to your license of Krisp against you as a third-party beneficiary thereof.

    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; or (g) 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.  If you are a Corporate User, you may make Krisp available to your End Users in accordance with these Terms.

    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 these Terms, 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 these Terms. 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 these Terms.

    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 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 and access of Krisp. All information we collect through or in connection with Krisp and the Site is subject to our Privacy Policy, available here and 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.

    Updates

    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. 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.

    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.

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

    You shall promptly download and install all Updates and acknowledge and agree that Krisp or portions thereof may not properly operate 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 these Terms.

    Integrating with Third Parties

    Use and access of Krisp may involve use and access of third party platforms, software, applications, or other tools (such as Facetime, Skype, and other video and audio communication software). 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 in accordance with these Terms, including our Privacy Policy.

    Accessing Krisp and Account Security

    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 our Terms of Use, including the Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Terms of Use, including the Privacy Policy.

    If you choose, or are provided with, a user name, 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 user name, password or other security information, except to your End Users. You agree to notify us immediately of any unauthorized access to or use of your user name 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.

    We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

    You acknowledge and accept that certain content, features, functionality, and/or services of Krisp may be unavailable to you unless you register an Account. You further acknowledge and accept that certain content, features, functionality, and/or services of Krisp may be available subject to payment by you.

    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, and without notice. 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 users, including registered users.

    You are responsible for (i) making all arrangements necessary for you to have access to Krisp; and (ii) ensuring that all persons who access Krisp through your internet connection are aware of these Terms of Use and comply with them.

    Intellectual Property Rights

    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.

    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.

    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 User, 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.

    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.

    You must not: (i) modify copies of any materials from Krisp; (ii) use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text.

    If you print, copy, modify, download or otherwise use or provide any other person with access to any part of Krisp in breach of the Terms of Use, 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 these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

    Trademarks

    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.

    Your Obligations and Prohibited Uses

    You may use Krisp and the Site only for lawful purposes and in accordance with these Terms of Use. You agree, represent and warrant that you have obtained all necessary licenses, permissions, consents and agreements necessary for the lawful use of Krisp. Without limiting the foregoing, if you use the recording feature of Krisp, you agree, represent and warrant that (i) you have obtained the consent of your End Users and any third party that may take part in, or be heard through, the calls to be recorded and (ii) to the extent you would like to share, distribute, or otherwise make available the recording to others, you have obtained the consent of your End Users and any third party that may take part in, or be heard through, the calls to share, distribute or otherwise make available the recording to others.

    • 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 US 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 these Terms of Use;
    • 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.

    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; or
    • Otherwise attempt to interfere with the proper working of Krisp.
    • Use Krisp’s recording feature to record any part of a call or telephonic session without first obtaining the consent of all participants, which shall be solely your responsibility; or
    • Share, distribute, or otherwise make available a recording of any part of a call or telephonic session without first obtaining the consent of all participants, which shall be solely your responsibility.

    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.

    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, or services, as well as links to websites 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 and/or the Site, 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.

    Purchases and Payments

    Krisp will be provided according to the plan level you select.  For an enterprise license, you may contact Company separately. You may opt to upgrade or downgrade to any other plan level that Company offers at any time during the period of your plan; provided that a downgrade will be not be effective until the next renewal date.

    Additional in-app purchases, when and if available, within Krisp will be added to your subscription, and you will be charged a fee and any applicable tax. You agree to pay Company or Company’s authorized reseller, as applicable, all fees. Fees will be billed by our authorized resellers or our third party payment provider to the credit card or other payment account you provide in accordance with the billing terms in effect at the time a fee or charge is due and payable. Unless you have purchased Krisp through an authorized reseller You acknowledge and agree that Company or its third party payment provider will automatically charge your credit card or other payment account (including when you have authorized ACH payments) on record with Company in connection with your use of Krisp: in advance of each subscription term and at the time of purchase for any additional in-app purchases, when and if available, you make during the subscription term. Enterprise billing will be as agreed upon in writing by you and Krisp or Company’s authorized reseller, as applicable. Subscriptions will automatically-renew for the same term as the initial term, as set forth in the Term; Cancellation and Refund Section below. You represent and warrant to Company that all of your payment information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. If payment is not received by Company or Company’s authorized reseller 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 are non-refundable, except as expressly stated otherwise in this Agreement.

    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 or Company’s authorized reseller, as applicable. If all or any part of any payment owed to Company under these Terms 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 these Terms. 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 payment period. Company will provide written notice to you (or, if you have purchased through an authorized reseller, notice to the reseller) 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.

    Krisp may offer rewards to users, in the form of credits or other forms, based on their actions on Krisp and in accordance with Krisp policies.

    Term; Cancellation and Refund

    The term of your subscription to Krisp will automatically renew for successive terms equal in duration to the initial subscription term unless you cancel in advance of the renewal date by following the instructions in your account. 

    Subject to earlier termination as provided below, Company may terminate your account and these Terms at any time by providing thirty (30) days prior notice to the administrative email address associated with your account. In addition to any other remedies Company may have, Company may also terminate this Agreement upon ten (10) days’ notice (or two (2) days in the case of nonpayment to Company or Company’s authorized reseller, as applicable), if you breach any of the terms or conditions of these Terms. 

    All sections of these Terms which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

    Upon the termination of these Terms for any reason: (i) the licenses granted under these Terms for Krisp shall immediately terminate and you and your End Users shall cease use of Krisp; (ii) Company will cease providing Krisp to you; and (iii) you shall pay to Company or Company’s authorized reseller, as applicable, the full amount of any outstanding fees due hereunder.

    DISCLAIMER OF WARRANTIES

    You understand that we cannot and do not guarantee or warrant that Krisp and any material, content, functionality, or feature thereof will be free of viruses or other destructive code. 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.

    YOUR USE OF KRISP, ITS CONTENT, FEATURES, FUNCTIONALITY, AND ANY SERVICES OR ITEMS OBTAINED THROUGH KRISP IS AT YOUR OWN RISK. KRISP, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH KRISP ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, 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.

    SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

    LIMITATION ON LIABILITY

    TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY OR 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, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLEARISING 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 REGARDS TO KRISP OR BREACH BY US OF THESE TERMS IS TO DISCONTINUE YOUR USE OF KRISP. NOTWITHSTANDING ANYTHING CONTRARY IN THESE TERMS, 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 OR COMPANY’S AUTHORIZED RESELLER, AS APPLICABLE, DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT WHICH GIVES RIGHT TO YOUR DAMAGE, OR FIFTY US DOLLARS ($50), WHICHEVER IS GREATER. THIS LIMIT SHALL REMAIN IN EFFECT EVEN IF THERE IS MORE THAN ONE CLAIM.

    THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

    Indemnification

    You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, shareholders, partners, owners, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable costs and attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your 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 these Terms of Use or your use of any information obtained from Krisp.

    Export Regulation

    Krisp may be subject to US export control laws, including the US Export Administration Act and its associated regulations. 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 all applicable federal laws, regulations, and rules, 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.

    US Government Rights

    Krisp is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the US Government or any contractor therefor, 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.

    Governing Law

    Except as expressly set forth in the Binding Arbitration/Class Action Waiver section below, all matters relating to Krisp and these Terms of Use and any dispute or claim arising therefrom 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).

    Binding Arbitration/Class Action Waiver

                               Dispute Resolution. Certain portions of this Section are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act (“FAA”). You and Company expressly agree and intend that this Section satisfies the “writing” requirement of the Federal Arbitration Act. This Section can only be amended by mutual agreement. For purposes of this Section, “Claims” means collectively, and without limitation, any and all claims, injuries, demands, liabilities, disputes, causes of action (including statutory, contract, negligence, or other tort theories), proceedings, obligations, debts, liens, fines, charges, penalties, contracts, promises, costs, expenses (including attorneys’ fees, whether incurred pre-litigation, pre-trial, at trial, on appeal, or otherwise), damages of any kind whatsoever (including consequential, compensatory, or punitive damages), or losses (whether known, unknown, asserted, non-asserted, fixed, conditional, or contingent) that arise from or relate to (i) Krisp or the Site, including any and all contents, materials and software related thereto, and/or (ii) your use of Krisp or the Site.

                            Informal Resolution of Disputes and Excluded Disputes. If any Claim arises out of or relates to Krisp, the Site or these Terms of Use, other than as may be provided herein, then you and Company agree to send notice to the other providing a reasonable description of the Claim, along with a proposed resolution of it. Company notice to you will be sent to you based on the most recent contact information that you provide Company. If no such information exists or if such information is not current, Company has no obligation under this Section. For a period of sixty (60) days from the date of receipt of notice from the other party, you and Company will engage in a dialog to attempt to resolve the Claim, though nothing will require either you or Company to resolve the Claim on terms with respect to which you and Company, in each of our sole discretion, are not comfortable. 

                           Binding Arbitration. If you and Company cannot resolve a Claim, within sixty (60) days of the receipt of the notice, then you agree that that any such Claim and all other disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms of Use, including, but not limited to any claim that all or any part of these Terms of Use are void or voidable, or whether a claim is subject to arbitration relating to your use of Krisp or the Site, will be resolved by binding arbitration, rather than in court. The FAA, not state law, shall govern the arbitrability of such disputes, including the class action waiver below. However, you and Company agree that California state law or United States federal law shall apply to, and govern, as appropriate, any and all Claims or disputes arising between you and Company regarding these Terms of Use, Krisp and the Site, whether arising or stated in contract, statute, common law, or any other legal theory, without regard to choice of law principles. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator must follow the terms of these Terms of Use as a court would. THIS SECTION, INCLUDING THE PROVISIONS ON BINDING ARBITRATION AND CLASS ACTION WAIVER, SHALL SURVIVE ANY TERMINATION OF YOUR ACCOUNT OR THESE TERMS OF USE

                          Initiating Arbitration. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to Company at 2342 Shattuck Ave., #367, Berkeley, CA 94704. The arbitration will be conducted by JAMS in accordance with the JAMS Streamlined Arbitration Procedure Rules in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class actions. Payment of all filing, administration and arbitrator fees will be governed by JAMS’s rules. The arbitration shall take place in San Jose, California or at such other venue (and pursuant to such procedures) as is mutually agreed upon. You can obtain JAMS procedures, rules, and fee information as follows: JAMS: 800.352.5267 and http://www.jamsadr.com

                          Fees. You and Company will pay the administrative and arbitrator’s fees and other costs in accordance with the applicable arbitration rules; but if applicable arbitration rules or laws require Company to pay a greater portion or all of such fees and costs in order for this Section to be enforceable, then Company will have the right to elect to pay the fees and costs and proceed to arbitration. Arbitration rules may permit you to recover attorneys’ fees. Company will not seek to recover attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous.  

                         Class Action Waiver. YOU AND COMPANY EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. You and Company each agree that such proceeding shall take solely by means of judicial reference pursuant to California Code of Civil Procedure section 638

                          Exclusions; Venue. Notwithstanding the agreement to resolve all disputes through arbitration, you or Company may bring suit in court to enjoin infringement or other misuse of intellectual property rights (including patents, copyrights, trademarks, trade secrets, and moral rights, but not including privacy rights). You or Company may also seek relief in small claims court for Claims within the scope of that court’s jurisdiction. In the event that the arbitration provisions above are found not to apply to you or to a particular Claim, either as a result of your decision to opt-out of the arbitration provisions or as a result of a decision by the arbitrator or a court order, you agree that the venue for any such Claim or dispute is exclusively that of a state or federal court located in Santa Clara County, California. You and Company agree to submit to the personal jurisdiction of the courts located within Santa Clara County, California for the purpose of litigating all such Claims or any other disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms of Use or your use of Krisp or the Site in the event that the arbitration provisions are found not to apply. In such a case, should Company prevail in litigation against you to enforce its rights under the Terms of Use, Company 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 Company may be entitled. 

                         Limited Time to File Claims. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR COMPANY WANT TO ASSERT A DISPUTE AGAINST THE OTHER, THEN YOU OR COMPANY 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) by 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 Company to seek an injunction or other equitable relief in connection with any losses (or potential losses) relating to Krisp or the Site, intellectual property rights of Company, and/or Company’s provision of Krisp or the Site. 

                          Your Right to Opt-Out. You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt-out to: legal@krisp.ai with the subject line “KRISP ARBITRATION AND CLASS ACTION WAIVER OPT-OUT.” The notice must be sent within thirty (30) days of your first use of Krisp or the Site (whichever is earlier), otherwise you shall be bound to arbitrate any disputes in accordance with the terms of these Terms of Use providing for binding arbitration. If you opt-out of these arbitration provisions, Company also will not be bound by them.

    Waiver and Severability

    No waiver by the Company of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

    If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

    Entire Agreement

    The Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and Krisp Technologies, Inc. with respect to the application 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

    Your Comments and Concerns

    Krisp is operated by Krisp Technologies, Inc., a Delaware corporation with an address at 2150 Shattuck Ave, Penthouse 1300, Berkeley, CA 94704.

    All other feedback, comments, requests for technical support and other communications relating to Krisp should be directed to: contacts@krisp.ai.

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