KRISP TECHNOLOGIES, INC.

Krisp Plugin for Twilio

IMPORTANT - READ CAREFULLY: This Krisp Plugin End User License Agreement (“EULA”) is a legal agreement between you (“Licensee”), either an individual or an entity, and Krisp Technologies, Inc. (“Krisp”) governing the use of the audio software products and/or related data files (“Software”) that came with this EULA, and any associated product documentation or other written materials accompanying or provided with the Software (“Documentation”). LICENSEE AGREES TO BE BOUND BY THE TERMS OF THIS EULA BY INSTALLING OR OTHERWISE USING THE ANY PART OF THE SOFTWARE AND DOCUMENTATION. IF LICENSEE DOES NOT AGREE TO THE TERMS AND CONDITIONS OF THIS EULA, LICENSEE MAY NOT INSTALL OR USE THE SOFTWARE AND DOCUMENTATION OR ANY PART THEREOF AND MUST PROMPTLY DELETE THE SOFTWARE AND DOCUMENTATION. THE EFFECTIVE DATE OF THIS EULA IS THE DATE THAT LICENSEE AGREES TO THIS EULA OR USES THE SOFTWARE, WHICHEVER IS FIRST.

1. Grant of License. In consideration of Licensee’s compliance with the terms and conditions of this EULA, Krisp grants Licensee a non-exclusive, non-transferable, non-sublicensable (except as otherwise provided herein), worldwide right to use and distribute (as provided under Section 2) the Software and Documentation solely in connection with Licensee’s use of the services and/or software of Twilio Inc. (“Twilio”). Additional Twilio license terms, not inconsistent with this EULA, may apply to your use of the Software and Documentation.
2. Distribution Requirements. The following distribution requirements shall be met by the Licensee in order to exercise the rights above:
   (a) The following notice shall be included in modifications and derivative works of source code distributed: “This software contains source code provided by Krisp Technologies, Inc.”
   (b) The Licensee agrees to distribute the Software subject to the terms at least as protective as the terms of this EULA, including, without limitation, terms relating to the license grant, license restrictions and protection of Krisp’s intellectual property rights.
   (c) The Licensee agrees to suspend any known or suspected distribution or use of the Software not in compliance with the requirements of this EULA, to notify Krisp in writing of such known or suspected distribution, and to enforce the terms of this EULA with respect to the distributed portions of the Software.
   (d) The Licensee agrees not to use the Software in a manner that breaches, or facilitates the breach of applicable export and re-export control laws and regulations, including
       i. trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control; and
       ii. the International Traffic in Arms Regulations maintained by the U.S. Department of State.
3. Restrictions. The license rights granted in this EULA are subject to the following restrictions:
   (a) Except as expressly provided in this EULA, Licensee may not sell, license, sublicense, lend, rent, lease, or otherwise distribute or transfer the Software and Documentation or any part thereof to a third party.
   (b) Licensee acknowledges that the Software and Documentation are confidential trade secrets of Krisp and/or its third party licensors (“Licensors”). Licensee may not reverse engineer, decipher, decompile, modify or disassemble the object code portions of the Software or otherwise attempt to derive the source code of the object code portions of the Software, (except and only to the extent the foregoing restrictions are prohibited by applicable law notwithstanding this limitation).
   (c) Except as expressly provided in this EULA, Licensee may not copy, sell, rent, sublicense, transfer, distribute, modify, or create derivative works of any portion of the Software as a stand-alone product.
   (d) Licensee may not bypass, disable, or circumvent any technical limitation, encryption, security, digital rights management, or authentication mechanism in the Software.
   
4. No Support. Krisp is not obligated under this EULA to provide any technical support for the Software.
5. Ownership. The Software and Documentation are licensed under the terms of this EULA. Krisp and/or its licensors own all title and proprietary rights, including without restriction all intellectual property rights, in and to the Software and Documentation and all copies thereof, all of which contain valuable trade secrets of Krisp and/or its licensors. Licensee may not remove, modify or otherwise tamper with any copyright, trademark, proprietary rights notices, labeling, legend, disclaimer or warning notices included in or embedded in any part of the Software or Documentation or in any copy made of the Software or Documentation.
6. Warranty and Disclaimers. THE SOFTWARE AND DOCUMENTATION ARE PROVIDED “AS IS”. KRISP EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE SOFTWARE AND DOCUMENTATION, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY OR MERCHANTABILITY, ACCURACY OF RESULTS OR INFORMATION, WHETHER EXPRESS, IMPLIED OR STATUTORY. KRISP MAKES NO WARRANTY THAT THE SOFTWARE OR USE THEREOF WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY KRISP, ITS EMPLOYEES, DISTRIBUTORS, DEALERS, OR AGENTS WILL CREATE ANY WARRANTIES OR OTHER OBLIGATIONS OR DUTIES OF ANY KIND.
7. Indemnification.
   (a) LICENSEE INDEMNIFICATION. LICENSEE AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS KRISP AND ITS AFFILIATES, AND THEIR RESPECTIVE EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS AND DIRECTORS, FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, OBLIGATIONS, LOSSES, LIABILITIES, COSTS OR DEBT, FINES, RESTITUTIONS AND EXPENSES (INCLUDING BUT NOT LIMITED TO ATTORNEY’S FEES AND COSTS INCIDENT TO ESTABLISHING THE RIGHT OF INDEMNIFICATION) ARISING OUT OF OR RELATED TO LICENSEE’S USE OF THE SOFTWARE OUTSIDE OF THE SCOPE OF THIS EULA, OR NOT IN COMPLIANCE WITH ITS TERMS.
   (b) KRISP INDEMNIFICATION. KRISP AGREE TO DEFEND, AT ITS OWN EXPENSE, ANY CLAIM, SUIT OR PROCEEDING BROUGHT AGAINST THE LICENSEE TO THE EXTENT IT IS BASED UPON A CLAIM THAT THE UNMODIFIED SOFTWARE LICENSED TO THE LICENSEE PURSUANT TO THIS AGREEMENT INFRINGES UPON ANY UNITED STATES PATENT, COPYRIGHT OR TRADE SECRET OF ANY THIRD PARTY. PROVIDED THE LICENSEE COMPLIES WITH THE PROVISIONS HEREOF AND IS NOT OTHERWISE IN BREACH OF ANY PROVISION OF THIS AGREEMENT, KRISP WILL PAY ALL DAMAGES, COSTS AND EXPENSES FINALLY AWARDED TO THIRD PARTIES AGAINST PURCHASER IN SUCH ACTION. IF THE SOFTWARE IS, OR IN KRISP’S OPINION MAY BE, HELD TO INFRINGE, KRISP MAY, AT ITS OPTION, (I) REPLACE OR MODIFY SUCH SOFTWARE SO AS TO AVOID INFRINGEMENT, (II) PROCURE THE RIGHT FOR THE LICENSEE TO CONTINUE THE USE OF SUCH SOFTWARE, OR (C) IF THE FOREGOING OPTIONS ARE NOT REASONABLY PRACTICABLE, TERMINATE THIS AGREEMENT, AND REFUND THE LICENSEE ANY UNUSED PRE-PAID FEES, IF APPLICABLE. KRISP WILL HAVE NO LIABILITY FOR ANY CLAIM OF INFRINGEMENT ARISING AS A RESULT OF A) LICENSEE’S USE OF THE SOFTWARE IN COMBINATION WITH ANY ITEMS NOT SUPPLIED BY KRISP WHERE SUCH COMBINATION IS THE BASIS OF THE INFRINGEMENT CLAIM; B) ANY MODIFICATION OF THE SOFTWARE BY THE LICENSEE OR THIRD PARTIES; C) USE OF OTHER THAN THE LATEST REVISION OF THE SOFTWARE IF USE OF THE LATEST REVISION WOULD AVOID THE INFRINGEMENT; OR D) BREACH OF THIS AGREEMENT BY THE LICENSEE ARISING OUT OF ITS USE OF THE SOFTWARE. THE FOREGOING STATES THE ENTIRE LIABILITY OF KRISP TO THE LICENSEE CONCERNING INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, INCLUDING, BUT NOT LIMITED TO, PATENT, COPYRIGHT AND TRADE SECRET RIGHTS.
   
8. Limitation of Liability. KRISP, ITS AGENTS, SUPPLIERS, DISTRIBUTORS OR RESELLERS SHALL NOT BE LIABLE WHATSOEVER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, DATA OR LOSS OF USE, OR PROCUREMENT OF REPLACEMENT SOFTWARE, HOWEVER INCURRED BY THE LICENSEE OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, KRISP’S LICENSORS WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND.
9. Third Party Software Component License Terms. The Software may contain third party software programs as further specified in the installation files. Any such third-party software is provided under and subject to the terms and conditions of the license agreement applicable to such software.
10. Term and Termination of License. The term applicable to Licensee’s use of the Software and Documentation shall terminate upon termination of Licensee’s use of Twilio services and/or software.. Krisp reserves the right to terminate this EULA and Licensee’s corresponding right to use the Software and Documentation if Licensee breaches a material obligation under this EULA. Upon any termination of this EULA, Licensee must (i) discontinue using the Software and Documentation, and (ii) destroy all copies of the Software and Documentation. The parties’ rights and obligations under Sections 1 through 12 shall survive any termination of this EULA.
11. No Assignment. This EULA and Licensee’s rights and obligations thereunder may not be assigned by the Licensee by any means or operation of law without Krisp’s permission. Notwithstanding the foregoing, the Licensee may assign this EULA and Licensee’s rights and obligations thereunder, in whole or in part, without Krisp’s permission to (a) a successor to all or substantially all of its assets or business or (b) an Affiliate. “Affiliate” means any entity that directly or indirectly controls or is controlled by, or is under common control with, the party specified. For purposes of this definition, “control” means direct or indirect ownership of more than fifty percent (50%) of the voting interests of the subject entity. Any attempted assignment, delegation, or transfer by either party in violation hereof will be void. Subject to the foregoing, this EULA will be binding on the parties and their respective successors and permitted assigns. Notwithstanding the foregoing, this Agreement may not be assigned by the Licensee to third parties, including Affiliates, whose business is competitive to that of Krisp. Any such assignment in violation of the foregoing shall be void and of no effect..
12. General. This EULA may not be modified or amended, except in writing signed by the duly authorized representatives of Licensee and Krisp. This EULA and interpretation thereof, will be governed by the laws of the United States and the laws of the State of California, without regard to conflicts of laws principles. In the event that any legal action becomes necessary to enforce or interpret the terms of this EULA, the parties agree that such action will be brought in the State or Federal Courts located in Santa Clara County, California, and no other place. This EULA and Licensee’s use will not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded.