Terms and Conditions

Acknowledgement

audEERING GmbH, registered at Friedrichshafener Str. 1, 82205 Gilching, Germany, under company number HRB 293489 (hereinafter „audEERING“), offers AI-based technology services, software, SaaS, SDKs, (Web)APIs, various Apps including but not limited to WebApps, iOS apps, android apps and related pro-ducts (together herein „Products“) for the detection and understanding of audio based information such as emotion, health states and traits, acoustic scenes, etc.

These are the Terms and Conditions governing the use of the audEERING Products by any Company or an individual person (hereinafter referred to as „Customer“) and audEERING for non-commercial use by the Customer; access and use of audEERING’s Products is conditioned to full acceptance and full compliance by the Customer at any time with the legally bin-ding terms and conditions established in this Terms & Conditions Agreement (hereinafter called „Agreement“) as well as use in full compliance with all applicable laws and regulations.

Any Terms and Conditions from users of audEERING Products only become part of the Agreement if this is acknowledged by audEERING in writing prior to using any audEERING Product in any way.

In case of an individual Proposal/Product and/or Service Agreement for the use of audEERING Products to a Customer on a commercial basis, the terms set forth in the proposal conflicting with this Agreement superseed this Agreement; in all other cases the terms and conditions of this Agreement apply at any time

1. Licenses and Data

1.1. License Scope

Subject to your complete and ongoing compliance with this Agreement, audEERING grants to the Customer a limited, non-exclusive, non-transferrable, non-sublicensable, at any time re-vocable license to access and use the Products. Customer is not allowed to reproduce, distribute, publicly display or publicly perform with Products, make any type of modifcations to the Products or interefere with or circumvent any feature of the Product, including but not limited to any security or access control mechanism. If legal restrictions apply in a specific country of use, Customer will make sure to fully comply at all times and in case of uncertainty or full prohibition Customer will not use audEERING Products.

If Customer places a voice sample, Customer grants to audEERING a royalty-free, perpetual, irrevocable, sublicensable (through various tiers), transferrable worldwide license to the fullest extent permitted by law, to use, copy, modify, and dis-play the Customer data to audEERING in full or in part and as deemed necessary to carry out the Agreement.

Customer hereby agrees to the full utilization of aggregated anonymous data derived from the Customer’s use of audEERING Products with the understanding that such data will not be identifyable as belonging to, or emanating from the Customer, and grants to audEERING a non-exclusive, perpetual, irrevocable and worldwide right to such data.

In case of Customer desiring to utilize the Products or parts thereof for any form of commercial utilization, including, but not limited to implementation in Customer’s own products, services or technology, Customer must enter into a separate Product and/or Service Agreement with audEERING.

1.2. Ownership; Proprietary Rights

The Products are owned by audEERING. Any visual interfaces, graphics, design, compilation, data, information, source code, object code, products, software, services and all other elements of the Products („audEERING IP Rights“) provided by audEERING are fully protected by intellectual property and other laws. All audEERING IP Rights included in the Products are and remain the sole property of audEERING or ist third party licensors. Customer will not make any use of the audEERING IP Rights, unless expressly authorized by audEERING in writing. audEERING reserves all rights to the audEERING IP Rights not granted expressly in these Terms and Conditions.

1.3. Third Party Content

The Products might contain content, products or services as well as tools by third parties that enable Customer to transmit information. Third Party products and services are not under control of audEERING, and audEERING is not responsible and might not be held responsible for any third party’s service’s use of Customer information. In case the Products contain links to third party websites, audEERING is not responsible for those websites or their content.

1.4. Customer Data

Certain parts of the Product may permit Customer to transmit content such as audio files and/or voice sample to the Product, including but not limited to voice data, sounds, additional audio, responses to questionnaires (also non-verbal),other input, images, video, text or other types of data („Customer Con-tent“). audEERING disclaims any and all liability in connection with Customer Data. Customer is solely responsible for Customer Content and the consequences of providing Customer Content via the Products. Customer affirms, represents and warrants at provision of the Customer Content that Customer

is the creator and owner of the Customer content, and/or in possession of all necessary rights, licenses and consents and permissions to authorize audEERING to utilize the Customer Content to the aforementioned extent to carry out its Products and Services.
grants in this Section, in the manner contemplated by audEE-RING, the Products and these Terms and Conditions
does not provide Customer Content that infringes, violates, or misappropriates any third party right including any copyright, trademark, patent, trade secret, moral right, privacy right, or any other intellectual property or proprietary right; does not invade, slander, defame, libel the right of privacy, publicity or other property rights of any other person; and/or does not cause audEERING to violate any law or regulation

audEERING has no obligation whatsoever to edit or control or check Customer Content transmitted or retrieved by utilizing the Products. audEERING is in no way responsible or liably for Customer Content. Customer agrees to waive any legal or equitable right or remedy Customer might have or may have against audEERING with respect to Customer Content. audEERING reserves the right and Customer acknowledges and agrees that audEERING may monitor any and all information transmitted or received through the Products for operational and other purposes. Customer acknowledges and warrants to fully comply to GDPR regulations at any time regarding the Customer Content.

2. Prohibited Conduct

By utilizing the audEERING Products, Customer agrees not to

use the Product for any illegal purpose or in violation of any national or international law;
violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intel-lectual property right
interfere with security-related features of the audEERING Pro-ducts, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) reverse en-gineering or otherwise attempting to discover the source code of any portion of the audEERING Products except to the extent that the activity is expressly permitted by applicable law;
interfere with the operation of the audEERING Products or any user’s enjoyment of the audEERING Products, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsoli-cited offer or advertisement to another user of the Products; (iii) collecting personal information about another user or third par-ty without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the audEERING Products;
perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Product accounts without permission
sell, commercialize or otherwise transfer the access granted under these Terms and Conditions

3. Term, Termination, Modification of the Products

These Terms and Conditions are effective beginning when you accept the Terms and Conditions and/or first access, or use the Producst and ending after utilization of the Products. The Terms and Conditions remain in full force and effect at any time during the use of the Products. In case of any violation of any provision of these Terms and Conditions, Customer’s authorization to access the Products and these Terms and Conditions automatically terminate without a special termination notice being necessary. audEERING may, at its sole discretion, terminate these Terms and Conditions or the Customer’s account and/or access to the Products at any time, for any reason or no reason, with or without notice. Customer may – if not otherwise stated in a separate Agreement – terminate its access and/or its account and these Terms and Conditions at any time by contacting audEERING at info@audeering.com, stating the termination.

audEERING reserves the right to modify and/or discontinue the Products at its sole discretion and at any time, temporarily or permanently, without notice to the Customer. audEERING will have no liability whatsoever for any change to the Product or any suspension or termination of the Customer access to or utilization of the Products. In case of a separate Agreement, audEERING’s contractual obligations towards the Customer remain in effect.

4. Modification of these Terms and Conditions

audEERING reserves the right to change these Terms and Conditions on a going-forward basis at any time. These Terms and Conditions must be checked periodically for changes. In case of a change to these Terms and Conditions materially modifying Customer rights or obligations, audEERING might require Customer to accept the modified Terms and Conditions in order to continue to use the Products. Immaterial modifications are effective upon publication.

5. Unauthorized commercial use of audEERING Products

In case Customer utilizes audEERING Products for commercial use whatsoever, without having permission and/or failing to inform audEERING upon such utilization, audEERING is entitled to fully charge Customer under audEERING’s regular price list and applicable market value and reserves the right to apply unlimited damage compensation for future damages resulting from the Customer’s unallowed commercial use.

6. Indemnification

Customer agrees to defend, indemnify, and hold harmless audEERING (including its affiliates and subsidiaries) and its members, officers, directors, representatives, employees, contractors, business partners, successors and assigns from and against any claims, liabilities, damageds, judgements, awards, losses, costs, expenses or fees (including reasonalbe attorney’s fees and expert witness fees) arising out of or in any way connected with:

Customer’s violation of these Terms and Conditions or any documents and materials referenced herein;
Customer’s use of audEERING Products in full or partially in whatever way; and
The utilization of audEERING Products by any other person accessing Customer’s account and/or Security information. audEERING reserves the right to claim penalty in case of a forementioned Customer actions.

This Section 7 survives the termination of these Terms and Conditions.

7. Warranties and Liabilities

audEERING does not guarantee that information and/or utilization of audEERING Products is accurate, complete, timely, error-free, secure or without interruptions. Customer understands and agrees that the Products and all third party information included and/or referenced within the Products are provided „as is“ with all faults. audEERING makes no express or implied representations or warranties of any kind related to the Products.

audEERING disclaims all warranties, whether express, implied statutory or other, and audEERING specifically disclaims 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.

It is also hereby expressly clarified that any information and/or result that Customer obtains by utilizing the audEERING Products or any other audEERING information from audEERING is for informational purposees only. audEERING makes no guarantees, representations or warranties whether expressed or implied, with respect to the professional qualifications, quality of work, expertise or other information provided on or within the Products.

No advices or information, whether oral or written, obtained by the Customer from the Products or audEERING or any materials or content available through the Products will create any warranty regarding any of the audEEIRNG entities or the Products that is not expressly stated in these terms.

audEERING is not responsible for any damage that may result from utilizing the Products and the Customer’s utilization and application of the audEERING Products also in relation with another third party. Customer understands and agrees to use any part or the full Products at the Customer’s own discretion and risk, and that audEERING is not responsible and may not be held liable for any damage to the Customer’s property, including computer system or any device used in connection with the Products, or any loss of data.

Customer understands and agrees that audEERING (including all its branches, affiliates and possible subsidiaries), its members, officers, directors, representatives, employees, contractors, business partners and successors are not and will not be liable to Customer or anyone else for any direct or indirect, incidental, consequential (including without limitation lost revenues or lost profits), punitive, or exemplary damages or special liability arising out of or in any way connected with audEERING Products.

8. General Provisions

These Terms and Conditions represents the entire Agreement between audEERING and Customer with respect to the subject matter hereof. Oral supplementary agreements do not exist. All modifications and amendments to the Agreement shall be in writing. The aforesaid shall also apply to any changes to this clause requiring the written form.

To the extent that any of the provisions of these Terms and Conditions or any word, phrase, clause or sentence in it shall be found to be illegal or unenforceable for any reason, such provision, word, phrase, clause or sentence shall be modified or deleted in such a manner so as to make the Terms and Conditions as modified legal and enforceable under applicable laws, and the balance of the Terms and Conditions or parts thereof shall be construed as severable and independent and not be affected thereby. The aforesaid shall also apply for filling of eventual contractual gaps.

These Terms and Conditions are governed by and construed in accordance with the laws of Germany, excluding choice of law rules. Place of jurisdiction shall be Munich, Germany.

Last Update: 10th July 2023