End User License Agreement
BY ONBOARDING THE SERVICE, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE TERMS. IF YOU DO NOT AGREE, YOU MAY NOT BE ABLE TO USE SOME OR ALL OF THE SERVICE.
You acknowledge and agree that, as provided in greater detail in the EULA:
you may use the Service only as set forth in this EULA;
the Service is not intended for use by persons under the age of 13;
the Service is provided “as is” without warranties of any kind and SoundHound’s liability to you is limited;
disputes arising hereunder will be resolved by binding arbitration as set forth below, and by accepting these Terms, as provided in greater detail in Section 14 below you and SoundHound are each waiving the right to a trial by jury and to participate in a class action;
the Service may require access to the following identifiers and services on your mobile device: UDID, MAC address, or other applicable device identifier, phone state and identity, internet, SMS/MMS messaging, and location; and
if you are using the Service on an iOS-based device, you agree to and acknowledge the “Notice Regarding Apple”, below.
LIMITED LICENSE. Subject to your complete and ongoing compliance with all the terms and conditions set forth in these Terms (including without limitation payment of any applicable fees and compliance with all license restrictions), SoundHound grants you permission to access and use the Service, only for your personal use. You may not reproduce, distribute, publicly display, or publicly perform any part of the Service. You may not use the Service for any purpose other than a purpose for which the Service is expressly designed. If you are prohibited under applicable law from using the Service, you may not use it.
PROHIBITED USES. BY USING THE SERVICE, YOU AGREE NOT TO:
use the Service for any illegal purpose, or in violation of any local, state, national, or international law;
interfere with security-related features of the Service, including without limitation by (i) disabling or circumventing features that prevent or limit use or copying of any content, or (ii) reverse engineering or otherwise attempting to discover the source code of the Service or any part thereof except to the extent that such activity is expressly permitted by applicable law;
interfere with the operation of the Service or any user’s enjoyment of the Service, including without limitation by (i) upload or otherwise disseminate viruses, adware, spyware, worms, or other malicious code; (ii) collect or attempt to collect personal information about another user or third party without consent; (iii) take any action (directly or indirectly) that imposes or may impose (as determined by SoundHound in its sole discretion) an unreasonable or disproportionately large load on SoundHound's or its third party providers' infrastructure; or (iv) interfere with or disrupting any networks, equipment, or servers connected to or used to provide the Service, or violate the regulations, policies, or procedures of such networks, equipment, or servers;
perform any fraudulent activity including impersonating any person or entity, claiming false affiliation; misrepresenting the source, identity or content of information transmitted via the Service; or falsifying your age or date of birth;
sell or otherwise transfer the access granted under these Terms, or any right or ability to view, access, or use any part of the Service; or
attempt to do any of the foregoing in this Section 2, or assist or permit any persons in engaging or attempting to engage in any of the activities described in this Section 2.
MOBILE CARRIER FEES. You are solely responsible for your use of the Service on your mobile device, including without limitation compliance with these and any applicable third party terms, and payment of any applicable third party fees. Without limiting the foregoing, you are solely responsible for the payment of all applicable fees associated with any mobile network operator (“Carrier”) service plan you use in connection with your use of the Service (such as voice, data, SMS, MMS, roaming, other applicable fees charged by the Carrier). Accordingly, you should use care in selecting a service plan offered by your Carrier. If your device is lost or stolen, you must notify SoundHound immediately to suspend the Service.
THIRD PARTY FEES, LINKS AND SOFTWARE
You are solely responsible for payment of any fees for any third party services you use to access the Service.
SoundHound may provide tools through the Service that enable you to export certain types of user information to third party services. By using these tools, you agree that we may transfer such information to the applicable third party service. Such third party services are not under our control, and we are not responsible for their use of your exported information. The Service may also contain links to third-party websites. Such linked websites are not under our control, and we are not responsible for their content.
The Service may include or be distributed alongside certain third party software ("Third Party Software") provided under separate license terms ("Third Party Terms"). Your use of such Third Party Software in conjunction with the Service in a manner consistent with the terms of this EULA is permitted; however, you may have broader rights under the applicable Third Party Terms and nothing in this Agreement is intended to impose further restrictions on your use of the Third Party Software.
LOCATION-BASED SERVICES. Some of the features of the Service may enable SoundHound to access your location in order to tailor your experience with the Service based on your location (“Location-Based Services”). In order to use certain Location-Based Services, you must enable certain features of your mobile phone, such as GPS, Wi-Fi, and Bluetooth, which enable SoundHound to identify your location through a variety of means, including GPS location, IP address, cell tower location, geo-fencing technology, or detection by physical on-location Wi-Fi or Bluetooth sensors, as available. To the extent your location is collected through Wi-Fi or Bluetooth sensors, such sensors, and the associated data services, may be provided by a third party, and you agree and acknowledge that such third party is authorized access such information, such third party is not under SoundHound’s control, and SoundHound is not responsible for their use of your information. for the purpose of providing such data services to SoundHound. You will be given the option to automatically enable the provision of some Location-Based Services through the application on your mobile device, and to enable or disable such Location-Based Services at any time through the settings menu. If you choose to disable any Location-Based Services on your device and/or opt out of any Location-Based Services through the settings menu, you will not be able to utilize certain features of the Service. By enabling Location-Based Services on your device, you agree and acknowledge that (i) device data we collect from you is directly relevant to your use of the Service, (ii) SoundHound may provide Location-Based Services related to and based on your then-current location, and (iii) SoundHound may use any such information collected in connection with the provision of Location-Based Services in connection with its provision of the Service. PLEASE NOTE THAT LOCATION DATA MAY NOT ALWAYS BE ACCURATE, AND SOUNDHOUND DISCLAIMS ANY AND ALL WARRANTIES RELATED TO LOCATION-BASED SERVICES.
911 EMERGENCY DISCLAIMER. SOUNDHOUND DOES NOT GUARANTEE THAT YOU WILL BE ABLE TO USE THE SERVICE TO CONTACT FIRE, MEDICAL OR POLICE PERSONNEL IN A TIMELY MANNER OR AT ALL. IF YOU EXPERIENCE AN EMERGENCY IMMEDIATELY DISCONTINUE YOUR USE OF THE SERVICE AND DIAL 911.
OWNERSHIP; PROPRIETARY RIGHTS.
The Service is owned and operated by SoundHound. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service (the “Materials”) provided by SoundHound are protected by all relevant intellectual property and proprietary rights and applicable laws. All Materials contained in the Service are the property of SoundHound or our third-party licensors. Except as expressly authorized by SoundHound, you may not make use of the Materials. SoundHound reserves all rights to the Materials not granted expressly in these Terms.
FEEDBACK. If you provide SoundHound with any comments, bug reports, feedback, or modifications proposed or suggested by you for the Service (“Feedback”), such Feedback is provided on a non-confidential basis (notwithstanding any notice to the contrary you may include in any accompanying communication), and SoundHound shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the Service without providing compensation to you. You hereby grant SoundHound a perpetual, irrevocable, royalty-free, nonexclusive license under all rights necessary to so incorporate and use your Feedback for any purpose.
TERM AND TERMINATION. This EULA will remain in effect until terminated. The EULA, and your rights and licenses hereunder, will terminate immediately upon your breach of the EULA. You may terminate the EULA by ceasing all use of the Service. SoundHound may terminate the Service and/or this EULA at any time for any reason, including without limitation any actual or suspected misuse or abuse by you of the Service. Sections 8, 9, 10, and 12 through 17 shall survive any termination of this EULA.
MODIFICATIONS. SoundHound reserves the right, in its sole discretion, to change, modify, add, or remove portions of the Service, or to change, modify, add, or remove portions of this EULA at any time by making such modified EULA available to you through the Service. The EULA will be identified as of the most recent date of revision and will be effective immediately upon being made available through the Service. Your use of the Service following any such revision constitutes your binding acceptance of such changes. In the event any such modification materially alters your rights hereunder, we will make reasonable efforts to notify you of the modification, such as through sending an email to any address you may have provided to us, through a pop-up window on the Service, or other similar mechanism. No modifications to this EULA will apply to any dispute between you and SoundHound that arose prior to the date of such modification. If you are dissatisfied with the terms of the EULA or any modifications thereof, then you agree that your sole and exclusive remedy is to discontinue any use of the Service.
WARRANTY DISCLAIMERS AND LIMITATION OF LIABILITY. THE SERVICE IS PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SOUNDHOUND DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, QUALITY, AND NONINFRINGEMENT. SOUNDHOUND EXPRESSLY DISCLAIMS ANY WARRANTIES OF ANY KIND WITH RESPECT TO THE ACCURACY OR FUNCTIONALITY OF LOCATION BASED SERVICES, AND WITH RESPCT TO THE ACCURACY, VALIDITY, OR COMPLETENESS OF ANY INFORMATION OR FEATURES AVAILABLE THROUGH THE SERVICE, OR THE QUALITY OR CONSISTENCY OF THE SERVICE. SOUNDHOUND FURTHER DISCLAIMS ANY WARRANTY OR LIABILITY RELATED TO YOUR CARRIER’S NETWORK OR SERVICE. UNDER NO CIRCUMSTANCES WILL SOUNDHOUND BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, PUNITIVE AND/OR INCIDENTAL DAMAGES, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SERVICE, INCLUDING WITHOUT LIMITATION, BODILY INJURY, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES RESULTING FROM COMMUNICATIONS OR MEETINGS WITH OTHER USERS OF THIS SERVICE OR PERSONS YOU MEET THROUGH THE SERVICE. IN NO EVENT WILL SOUNDHOUND’S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF THIS EULA OR THE TERMS EXCEED TEN DOLLARS ($10 USD). SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR DAMAGES, INCLUDING CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH AN EVENT THE ABOVE LIMITATIONS WILL BE ENFORCED TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
INDEMNITY. You agree that you will be responsible for your use of the Service, and you agree to defend, indemnify, and hold harmless SoundHound and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (collectively, the "SoundHound Entities") from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees and costs, arising out of or in any way connected with (i) your access to, use of, or alleged use of the Service; (ii) your violation of these Terms or any representation, warranty, or agreements referenced therein, or any applicable law or regulation; (iii) your violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; or (iv) any disputes or issues between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (and without limiting your indemnification obligations with respect to such matter), and in such case, you agree to cooperate with our defense of such claim.
DISPUTE RESOLUTION AND ARBITRATION
Generally. In the interest of resolving disputes between you and SoundHound in the most expedient and cost effective manner, you and SoundHound agree that any and all disputes arising in connection with these Terms must be resolved by binding arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Our agreement to arbitrate disputes includes, but is not limited to all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, and regardless of whether the claims arise during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND SOUNDHOUND ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
Exceptions. Notwithstanding subsection 14.1, we both agree that nothing herein will be deemed to waive, preclude, or otherwise limit either of our right to file suit in a court of law to address intellectual property infringement claims.
Arbitrator. Any arbitration between you and SoundHound will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting SoundHound.
Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required), or in the event that we do not have a physical address on file for you, by electronic mail ("Notice"). SoundHound's address for Notice is: SoundHound, Inc., 5400 Betsy Ross Dr, Santa Clara, CA 95054. The Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought ("Demand"). We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or SoundHound may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or SoundHound must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. In the event our dispute is finally resolved through arbitration in your favor, SoundHound will pay you (i) the amount awarded by the arbitrator, if any; (ii) the last written settlement amount offered by SoundHound in settlement of the dispute prior to the arbitrator’s award; or (iii) $1,000, whichever is greater.
Fees. In the event that you commence arbitration in accordance with these Terms, SoundHound will reimburse you for your payment of the filing fee, unless your claim is for greater than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearings will take place at a location to be agreed upon in San Jose, California provided that if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted (i) solely on the basis of documents submitted to the arbitrator; (ii) through a non-appearance based telephonic hearing; or (iii) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In such case, you agree to reimburse SoundHound for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
No Class Actions. YOU AND SOUNDHOUND AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and SoundHound agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
Modifications. In the event that SoundHound makes any future change to this arbitration provision (other than a change to SoundHound's address for Notice), you may reject any such change by sending us written notice within 30 days of the change to SoundHound's address for Notice, in which case your right to access the Service will be immediately terminated and this arbitration provision, as in effect immediately prior to the amendments you reject will survive.
Enforceability. If Subsection 14.6 is found to be unenforceable or if the entirety of this Section 14 is found to be unenforceable, then the entirety of this Section 14 will be null and void and, in such case, the parties agree that the exclusive jurisdiction and venue described in Section 15 will govern any action arising out of or related to these Terms.
GOVERNING LAW; VENUE. These Terms, whether interpreted in a court of law or in arbitration, will be governed by the laws of the State of California without regard to conflict of law principles. To the extent that any lawsuit or court proceeding is permitted hereunder, you and SoundHound agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within Santa Clara County, California for the purpose of litigating all such disputes.
NOTICE REGARDING APPLE. You acknowledge that this EULA is between you and SoundHound only, not with Apple, and Apple is not responsible for the Service and the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Service. In the event of any failure of the Service to conform to any applicable warranty, then you may notify Apple and Apple will refund any applicable purchase price to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Service. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession and/or use of the Service, including, but not limited to: (i) product liability claims; (ii) any claim that the Service fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third party claim that the Service and/or your possession and use of the Service infringe that third party’s intellectual property rights. You agree to comply with any applicable third party terms, when using the Service. Apple, and Apple’s subsidiaries, are third party beneficiaries of this EULA, and upon your acceptance of this EULA, Apple will have the right (and will be deemed to have accepted the right) to enforce this EULA against you as a third party beneficiary of this EULA. You hereby represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
The Service are offered by SoundHound, Inc., located at 5400 Betsy Ross Dr, Santa Clara, CA 95054. For questions or comments please contact us at [email protected].
Last updated May 2018
5400 Betsy Ross Drive
Santa Clara, CA 95054