Last Modified: October 19, 2016

The KnuEdge Developer Agreement (“Developer Agreement”) governs your limited license and use of the KnuEdge speaker verification and recognition services and the API (application programming interface) for integration with your products (the “KnuEdge Developer Services”) and how you may use our websites: www.knuedge.com, www.knuverse.com, and www.knurld.com, (“Website(s)”). This Agreement is between KnuEdge, Inc. (d/b/a KnuEdge; KnuVerse; KnuPath; Knurld; and Intellisis) and all our other subsidiaries, partners, affiliates, and their respective officers, directors, and employees (“We,” “Us,” “Our,” or “KnuEdge”) and you (as defined below). If you do not accept the terms of this Developer Agreement, then you may not use the KnuEdge Developer Services.

1. Parties. The person registering for the KnuEdge Developer Services may register either on behalf of themselves as an individual, or on behalf of an entity (“Registering Entity”). If registering on behalf of an entity, then, that Registering Entity is a party to this Developer Agreement. (The Registering Entity or individual registering is referred to herein as “You” or “Your”). In both cases, we require the individual’s complete name and that of the entity. The person registering on behalf of the Registering Entity represents and warrants that the person is authorized to enter contracts on behalf of the Registering Entity. If the person registering on behalf of the Registering Entity is not authorized to enter contracts on behalf of the Registering Entity, the Registering Entity is a party to this Developer Agreement by using authentication credentials or passwords for the KnuEdge Developer Services.

2. KnuEdge Developer Services. The KnuEdge Developer Services provide an application programming interface (API) to allow you to incorporate speaker verification and speaker recognition services, which may include mobile applications, computer software, and software-as-a-service, into your own products and services manufactured, sold, or licensed by you (“Your Products”). KnuEdge may update, modify or discontinue the KnuEdge Developer Services at any time, and the KnuEdge Developer Services may not be available in all countries. KnuEdge may restrict your use of the KnuEdge Developer Services. If your use of the KnuEdge Developer Services violates Your limited license, as set forth herein, or payment terms, You may be subject to additional terms to continue using the KnuEdge Developer Services.

3. Registration. Before using the KnuEdge Developer Services, You must register at the KnuEdge Developer Portal. When registering, You must provide accurate information, including but not limited to Your name (the individual registering and that of You entity, if applicable, and email address. You must keep all of Your contact information up to date, and if You fail to keep Your contact information up to date, You are solely responsible for any consequences of not receiving communications from KnuEdge, including but not limited to modifications of this Developer Agreement. You may not share any authentication credentials or passwords for the KnuEdge Developer Services with any third party. KnuEdge may use and You hereby give KnuEdge the right to use Your name and logo in our marketing materials to identify You as a user of the KnuEdge Developer Services.

4. Integration with Your Products. Subject to the limitations and restrictions in this Agreement, to your payment of applicable fees, and to the limited rights granted in Section 10 herein, You may integrate the KnuEdge Developer Services into Your Products.

You must inform Your end users of KnuEdge’s Terms of Use (available at https://knuverse.com/terms or at another location that KnuEdge provides to You), and require each end user to actively agree to be bound by the Terms of Use (e.g., by checking a box) before using the KnuEdge Developer Services with that end user. Within 30 days of receiving notice from KnuEdge of an update to KnuEdge’s Terms of Use, Your Products must be configured to inform end users of the update to the Terms of Use and require each end user to actively agree to be bound by the updated Terms of Use before continuing to use the KnuEdge Developer Services with that end user.

You must inform Your end users that You are sending information You collect from them (“User Data” as defined in Section 5 below) to KnuEdge. Your Products must provide end users with a visual or audio indication that indicates both the beginning and end of the recording of audio data that will be used with the KnuEdge Developer Services.

You must inform Your end users that they can submit a request to have their User Data deleted, provide an interface to allow end users to submit such requests, and in response to a request from an end user, promptly use the KnuEdge Developer Services API to delete that end user’s User Data.

Your Products must prevent end users from accessing Your KnuEdge Developer Services authentication credentials.

You must inform Your end users of the KnuEdge Privacy Policy, and comply with, and cause end users to comply with, the terms of the Privacy Policy and any other laws or regulations relating to the collection and use of personal information.

You may not use the KnuEdge Developer Services in Your products in any manner where the use or failure of the KnuEdge Developer Services could lead to death, injury, or property damage.

Your Products may not (i) include or promote or pornography or sexually explicit or obscene materials; (ii) include harassing, discriminatory, libelous or defamatory materials; (iii) promote violence, hatred or discrimination; (iv) relate to or promote illegal activities; (v) infringe or promote the infringement of any intellectual property (including but not limited to copyrights); (vi) relate to gambling, lotteries, raffles, or odds-making; (vii) execute or distribute any virus, spyware, adware, malware, or other harmful software; or (viii) be promoted or directed to children under the age of 13 or allow children under the age of 13 to access the KnuEdge Developer Services.

Any materials relating to Your Products (including but not limited to packaging, user interfaces, and marketing) must not suggest that KnuEdge is the manufacturer of Your Products or that KnuEdge endorses Your Products. You must identify Yourself as the manufacturer of Your Products. You may not use KnuEdge trademarks and logos except as authorized in writing on the KnuEdge Developer Portal, which may be updated from time to time at our discretion.

5. User Data. In addition to receiving voice recordings, KnuEdge may also receive other data about End Users including but not limited to their name, address, telephone number, languages spoken, email address, date of birth, gender, and information about devices used by them, such as IP address, MAC address, location, and type of device or operating system, voice biometrics, and certain identification numbers which We assign to voice biometrics (collectively, “User Data”). KnuEdge retains and stores this User Data and uses the User Data to improve its products and services. For example, KnuEdge may store User Data for an extended period, create a voice model from User Data, and verify the using of a voice model and audio data received from the End User. More information about how KnuEdge collects and uses User Data is available in the KnuEdge Privacy Policy.

6. Indemnification. You will defend, indemnify, and hold harmless KnuEdge, and our employees, officers, directors, contractors and assigns against all claims, damages, losses, liabilities, and expenses arising out of or relating to any claim concerning Your use of the KnuEdge Developer Services, Your breach of the KnuEdge Developer Agreement, or Your Products (a “Claim”). You will not consent to the entry of a judgment or settle a Claim without the prior written consent of KnuEdge. You will use counsel reasonably satisfactory to KnuEdge to defend any Claim. If KnuEdge reasonably determines that a Claim might adversely affect it, KnuEdge may take control of the defense at its expense (and without limiting Your indemnification obligations). You will pay all costs, reasonable attorneys’ fees and any settlement amounts or damages awarded against KnuEdge in connection with any Claim. You will also be liable to KnuEdge for any costs and attorneys’ fees KnuEdge incurs to successfully establish or enforce its right to indemnification under this Section.

7. Limitations and Restrictions. Your use of the KnuEdge Developer Services is subject to the following limitations and restrictions.

When using the KnuEdge Developer Services, You may send data to or receive data from the KnuEdge Developer Services (“KnuEdge Data”). You must comply with the KnuEdge Privacy Policy for all data that You receive from or send to KnuEdge. You may not use or allow others to use the KnuEdge Data to create a product or service that competes with the KnuEdge Developer Services.

You will not assert, authorize, encourage or participate in any patent infringement claim against KnuEdge with respect to the KnuEdge Developer Services. You will not disparage KnuEdge or any of KnuEdge’s products or services.

You may not do the following: (a) reverse engineer or attempt to obtain any source code of the KnuEdge Developer Services; (b) take any actions that impair or interfere with the performance of the KnuEdge Developer Services; or (c) resell, lease, rent, transfer, sublicense, or otherwise transfer access to the KnuEdge Developer Services.

KnuEdge Developer Services software is classified as Export Control Classification Number (“ECCN”) 3D980, and requires domestic and foreign users and service providers to comply with all relevant U.S. export control laws for the use of the KnuEdge Developer Services.

8. Reservation of Rights; Suggestions. KnuEdge reserves all right, title and interest (including all intellectual property and proprietary rights) in and to the KnuEdge Developer Services, the Websites, KnuEdge Data, and User Data. If You provide suggestions, ideas, or other feedback to us about the KnuEdge Developer Services, KnuEdge will be free to exercise all rights in such feedback without restriction and without compensating You. You hereby assign all right, title, and interest You may have in any and all data submitted to KnuEdge in connection with Your development, testing and use of the KnuEdge Developer Services and Your Products, which data may be used by KnuEdge for any purposes.

9. Modifications; Survival. KnuEdge may modify this Developer Agreement at any time. Any modifications will be effective upon the posting of a modified Developer Agreement on the KnuEdge Developer Portal, and You are responsible for reviewing the modified Developer Agreement. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS SERVICE AGREEMENT AND STOP USING THE KNUEDGE DEVELOPER SERVICES. YOUR CONTINUED USE OF THE KNUEDGE DEVELOPER SERVICES FOLLOWING POSTING OF A MODIFIED SERVICE AGREEMENT CONSTITUTES YOUR BINDING ACCEPTANCE OF THE MODIFICATIONS. Upon termination of this Developer Agreement, all rights and obligations of the parties will be extinguished, except that the rights and obligations of the parties under Sections 6-13 and any other provisions that, by their nature, are intended to survive, will survive the termination of this Developer Agreement.

10. Rights in Website and KnuEdge Developer Services. Your right to enter into, access and make use of the Website and the KnuEdge Developer Services is governed by this Agreement. KnuEdge retains ownership of all right, title and interest in and to the KnuEdge Developer Services, the underlying software, API, Websites, KnuEdge Data, and User Data. You understand and agree that you have no ownership rights in any underlying software, APIs, Websites, KnuEdge Data, or User Data.

11. Disclaimers and Limitation of Liability. KnuEdge does not guarantee the accuracy of the KnuEdge Developer Services. KnuEdge does not have responsibility or liability for Third Party Products, including but not limited to the KnuEdge Developer Services providing incorrect recognition or verification information to the Third-Party Products. Your only recourse, if any, may be with the provider of the Third-Party Product.

THE KNUEDGE DEVELOPER SERVICES ARE PROVIDED ON AN “AS IS” BASIS TO THE FULL EXTENT PERMITTED BY LAW. KNUEDGE SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, KNUEDGE MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, OR CORRECTNESS, OF ITS SERVICES OR SOFTWARE, OR LINKS, OR COMMUNICATIONS PROVIDED ON OR THOUGH THE USE OF THE WEBSITES. TO THE EXTENT THIS DISCLAIMER CONFLICTS WITH ANY LAW, THE SCOPE AND DURATION OF ANY APPLICABLE WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, WILL KNUEDGE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING IN CONNECTION WITH THIS SERVICE AGREEMENT OR THE KNUEDGE DEVELOPER SERVICES, EVEN IF KNUEDGE HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF THOSE DAMAGES.

TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, KNUEDGE WILL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY SERVICES, PRODUCTS, PURCHASES, OR TRANSACTIONS ENTERED INTO USING THE KNUEDGE DEVELOPER SERVICES.

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN TYPES OF DAMAGES OR LIABILITY AND, ALTHOUGH THE EXCLUSIONS, LIMITATIONS AND DISCLAIMERS IN THIS AGREEMENT SHALL ALWAYS BE CONSTRUED TO BE EFFECTIVE TO THE FULL EXTENT OF THE LAW, YOU SHOULD CONSULT YOUR OWN LEGAL ADVISOR SHOULD YOU WISH TO DETERMINE THE LAWS AND REGULATIONS THAT APPLY TO YOU. KNUEDGE’S AGGREGATE LIABILITY ARISING WITH RESPECT TO KNUEDGE DEVELOPER SERVICES WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE TOTAL AMOUNTS PAID BY YOU TO KNUEDGE UNDER THIS SERVICE AGREEMENT OVER THE SIX MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

12. Copyright. If You believe that Your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible on the Websites, You may notify our copyright agent, in accordance with the Digital Millennium Copyright Act of 1998 (“DMCA”), Title 17, United States Code, Section 512(c)(2). For Your complaint to be valid under the DMCA, You must furnish the following information when providing notice of the claimed copyright infringement:

(a) A physical or electronic signature of a person authorized to act on behalf of the copyright owner;
(b) Identification of the material that is claimed to be infringing or to be the subject of the infringing activity and that is to be removed or access to which is to be disabled as well as information reasonably sufficient to permit MSKCC to locate the material;
(c) Information reasonably sufficient to permit MSKCC to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address;
(d) statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, by its agent, or by law; and
(e) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

The above information must be submitted as a written notification to the following Designated Agent: support@knuverse.com.

13. Arbitration and Class Action Waiver. This section applies only to individuals who are residents of the United States and to businesses.

Except as set forth in this section, both you and KnuEdge agree that any dispute or claim arising out of your use of the KnuEdge Developer Services or a breach of this Developer Agreement will be resolved by binding arbitration rather than in court. The binding arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules with a single arbitrator. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Both You and KnuEdge also agree that any arbitration proceedings will be conducted only on an individual basis. Neither You nor KnuEdge will participate as a class representative or class member in any class arbitration, or any consolidation of individual arbitrations. You may opt-out of this agreement to arbitrate by sending an email to support@knuverse.com within 30 days of Your first use of the KnuEdge Developer Services with Your name and address and an explicit statement that You wish to opt out of arbitration in the KnuEdge Developer Agreement.

If, for any reason, a claim proceeds in court rather than in arbitration, then (i) you and KnuEdge waive any right to a jury trial, (ii) Neither you nor KnuEdge will participate as a class representative or class member in any class action litigation, and (iii) you agree to the exclusive jurisdiction of the state courts in San Mateo County, California or federal courts in the Northern District of California to resolve your claim.

Notwithstanding the above, either You or KnuEdge may assert claims in the following manner: (i) either You or KnuEdge may assert claims, if they qualify, in small claims court in any United States county where You live or work or in San Mateo county in California; (ii) KnuEdge may bring a lawsuit solely for injunctive relief to stop unauthorized use of the KnuEdge Developer Services in any court, or (iii) either You or KnuEdge may bring a lawsuit to enjoin infringement or other misuse of intellectual property rights (for example, trademark, trade secret, copyright, or patent rights) in any court.

14. Law. This Developer Agreement is entered into in the United States of America and will be governed by the laws of the state of California, without reference to rules governing choice of laws or the U.N. convention on contracts for the international sale of goods.
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15. Termination. KnuEdge may terminate Your right to use the KnuEdge Developer Services at any time and for any reason, including but not limited to a violation of this Developer Agreement. You may terminate this Developer Agreement at any time and stop using the KnuEdge Developer Services.

16. Miscellaneous. If any provision of this Developer Agreement is held invalid by a court, such provision will be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remainder of this Developer Agreement will remain in full force and effect. You shall be responsible for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) if any, that are imposed upon or with respect to Your use of the KnuEdge Developer Services. You may not assign this Developer Agreement, by operation of law or otherwise, without KnuEdge’s express prior written approval. Subject to that restriction, this Developer Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. KnuEdge’s failure to enforce Your strict performance of any provision of this Developer Agreement will not constitute a waiver of KnuEdge’s right to subsequently enforce such provision or any other provision of this Developer Agreement. You and KnuEdge are independent contractors, and nothing in this Developer Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between You and KnuEdge. This Developer Agreement constitutes the entire agreement between the parties with respect to its subject matter, supersedes any and all prior or contemporaneous agreements between the parties with respect to its subject matter. Any notice or other communication to be given hereunder will be in writing and given (i) by KnuEdge via email or a posting in the KnuEdge Developer Portal or (ii) by You to support@knuverse.com.

Questions or comments regarding KnuEdge or this Developer Agreement should be submitted to the KnuEdge Web manager at: support@knuverse.com.

END OF DEVELOPER AGREEMENT