TERMS OF SERVICE
The Clarify service allows software developers to extract information from their audio and video recordings. Clarify provides its service under the terms in this Terms of Service agreement (the “Agreement”). You may use the Clarify service only after reviewing and accepting this Agreement by selecting “I Agree” when signing up for a developer key. If you are accepting the Agreement for the benefit of your employer, you represent and warrant that you have the necessary authority do so on your employer’s behalf. If you do not accept this Agreement you may not use the service.
This Agreement is between the individual or entity that agrees to this Agreement (“Developer”) and Clarify, Inc., a Delaware corporation (“Clarify”).
“Clarify API” means the application programming interface to the Clarify Platform.
“Clarify Platform” means the software owned and operated by Clarify.
“Clarify Service” means the Clarify API and Clarify Platform.
“Content” means any media (audio or video), text, or metadata sent by Developer to the Clarify Service.
“Derivative Data” means any data derived from Content by the Clarify Service.
“Aggregate Data” means any non-identifiable aggregate data derived from Content, Derivative Data, and the Clarify Service itself.
“Usage Data” means the data and metadata related to requests made to the Clarify Service, not including the Content.
“Developer Application” means a web site, mobile application, or any other software created by Developer which uses the Clarify Service.
“End User” means the user of a Developer Application. The End User has a relationship with Developer, not Clarify.
“Trusted Third Parties” means companies or entities with which Clarify has a partnership or commercial relationship.
“Trusted Third Party Service” means a data processing service run by Trusted Third Parties that Clarify may use for some Content processing.
2. USE OF CLARIFY SERVICE.
Subject to Developer’s compliance with the terms of this Agreement, Clarify grants to Developer a non-exclusive license to use and access the Clarify Service to develop, test, and support the Developer Application.
a. Content and Data Rights.
Data Owned by Developer
Developer owns and is solely responsible for all Content.
Developer owns all Derivative Data.
Developer grants Clarify and Trusted Third Parties a perpetual worldwide license to use, host, store, reproduce, modify, create Derivative Data (such as that resulting from the algorithms used to extract words from media or keywords from text), communicate, publish, and distribute such content. The rights you grant in this license are for the limited purpose of operating and improving the Clarify Service or Trusted Third Party Services.
At any time, Developer may request the deletion of any Content and Derivative Data and this data will no longer be used, hosted, stored, reproduced, published, or distributed in the publicly-accessible Clarify Service. The data may continue to be used in Clarify’s private research facility for the limited purpose of improving the Clarify Service. Trusted Third Party Services may also continue to use the data for the limited purpose of improving their processing services.
Data Owned by Clarify
Clarify owns and reserves all rights to all Aggregate Data.
Clarify owns and reserves all rights to all Usage Data.
Developer grants Clarify a perpetual worldwide license to use, host, store, reproduce, modify, communicate, publish, and distribute any Aggregate Data. This data (such as media file lengths, audio frequency histograms, word frequency statistics) will not be deleted when Developer requests the deletion of Content and Derivative Data. Furthermore, Developer grants Trusted Third Party Services a perpetual worldwide license to use, host, store, reproduce, modify, communicate, publish, and distribute any Aggregate Data they collect.
b. Technical Support.
Developer must provide all technical support to End User for the Developer Application. Clarify must provide all technical support to Developer for the Clarify Service.
c. Usage, API Keys and Monitoring.
Clarify may utilize technical measures to prevent over-usage and stop usage of the Clarify Service after any usage limitations are exceeded. Developer may not circumvent these limitations even if workarounds are possible. This includes limitations on the frequency of access and types of Clarify API calls made. Developer may not disclose to any third party any Clarify API keys or other access credentials it has been issued to access the Clarify Service, and Developer will promptly notify Clarify in the event that its Clarify API key or credentials have been disclosed to any third party or otherwise compromised. Clarify may monitor the Clarify Service to ensure Developer compliance with this Agreement.
d. End User Contracting.
Developer must enter into a contract with each End User with terms no less protective of Clarify and the Clarify Service as this Agreement.
Developer may not, directly or indirectly, take or enable another to take any of the following actions:
- interfere with or disrupt services or servers or networks connected to the Clarify Service, or violate any requirements, procedures, policies or regulations of networks connected to the Clarify Service;
- upload any Content which infringes or violates any third party right;
- use the Clarify Service for any illegal or unauthorized purpose;
- circumvent or modify any keys or other security mechanism employed by Clarify;
- imply inaccurate Clarify affiliation, sponsorship or endorsement of the Developer Application;
- allow any third party to directly access or use the Clarify Service;
- sublicense, lease, rent, assign, resell or otherwise transfer use of the Clarify Service to any third party; or
- access the Clarify Service to build competitive software or services.
Developer must pay all the fees for access and usage of the Clarify Service, plus applicable sales, use, withholding and other related taxes.
Credit Card Payments.
If Developer uses a credit card for payments under this Agreement, Clarify may charge its credit card for all purchases and for any additional amounts (including any taxes and late fees, as applicable) owed to Clarify. If a Developer credit card changes or expires, or is revoked, disputed or not valid for any other reason, Clarify may immediately suspend, terminate, or both (without liability) Developer’s access to the Clarify Service.
Clarify may change the Clarify Service at any time. Clarify will use commercially reasonable efforts to support the previous version of the Clarify Service for at least 3 months. The Clarify Service is provided on an ‘AS IS’ and ‘WHEN AVAILABLE’ basis. Clarify has no liability to Developer as a result of any change, or temporary unavailability of the Clarify Service. CLARIFY MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE CLARIFY SERVICE. ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED. Clarify may immediately suspend access to the Clarify Service and remove applicable Content if it in good faith believes that, as part of using the Clarify Service, Developer may have violated a law or breached any term of this Agreement. Clarify may try to contact Developer in advance, but is not required to do so.
This Agreement continues until either party terminates this Agreement with or without cause, upon notice to the other party. Upon termination, Developer may not use or access the Clarify Service.
7. INTELLECTUAL PROPERTY.
a. Property of Clarify.
Clarify or its licensors own all right, title and interest, including all intellectual property rights, in and to the Clarify Service, including without limitation the underlying technology. Clarify reserves all rights not expressly granted.
b. Trademark Usage and Rebranding.
Each party grants the other party a non-exclusive license to use, during the term, its name, logo and other trademarks (Trademarks) solely for the promotion services of the other party. Such use must be in accordance with each party’s trademark guidelines.
c. Copyright Infringement
Pursuant to the Digital Millennium Copyright Act (“DMCA”), Clarify has adopted and implemented a policy that provides for the termination in appropriate circumstances of users who are repeat copyright infringers. If you believe that your copyright or the copyright of a person on whose behalf you are authorized to act has been infringed, please provide Clarify’s Copyright Agent a written Notice containing the following information:
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works.
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material.
- Contact information for the notifying party, including your name, address, telephone number, and email address.
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
You must send that written Notice to Clarify’s Copyright Agent, Paul Murphy, through one of the following three contact points:
- Mail: Clarify Inc., 501 Pedernales Street, Building 1B, Austin Texas 78702 USA
- Email: email@example.com
Our Copyright Agent’s telephone number is +1-646-513-4234, but you cannot use this number to submit a Notice or to otherwise inform us of alleged copyright infringement. To be valid, a Notice must be in writing and must follow the instructions above.
8. LIMIT ON LIABILITY.
Clarify is not liable for any indirect, special, incidental or consequential damages arising out of or related to this Agreement (including, without limitation, costs of delay; loss of data, records or information; audio or video to text conversion errors; and lost profits), even if it knows of the possibility of such damage or loss. Clarify’s total liability arising out of or related to this Agreement (whether in contract, tort or otherwise) does not exceed the amount paid by Developer in the 12 months prior to the event which gave rise to the claim.
If any third-party (including without limitation, End User) brings a claim against Clarify related to the performance or non-performance of the Developer Application or Developer’s use of the Clarify Service, Developer must defend, indemnify and hold Clarify harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim.
10. OTHER TERMS.
a. Governing Law and Forum.
This Agreement is governed by the laws of the State of Texas (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of this Agreement. Any suit or legal proceeding must be exclusively brought in the federal or state courts for Travis County, Texas, and Developer submits to this personal jurisdiction and venue. Nothing in this Agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction.
b. Entire Agreement and Changes.
This Agreement constitutes the entire agreement between the parties and supersedes any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. Developer is not relying on any representation concerning this subject matter, oral or written, not included in this Agreement. No representation, promise or inducement not included in this Agreement is binding. No modification of this Agreement is effective unless both parties sign it, and no waiver is effective unless the party waiving the right signs a waiver in writing.
c. No Assignment.
Neither party may assign or transfer this Agreement or an order to a third party, except that this Agreement with all orders may be assigned, without the consent of the other party, as part of a merger, or sale of substantially all the assets, of a party.
d. Independent Contractors.
The parties are independent contractors with respect to each other.
e. Enforceability and Force Majeure.
If any term of this Agreement is invalid or unenforceable, the other terms remain in effect. Neither party is liable for force majeure events.
f. Independent Development.
Developer understands that Clarify may be independently creating software and services that may be similar to or competitive with the Developer Application, and nothing in this Agreement restricts Clarify from creating or commercially exploiting such software or services, without any obligation to Developer.
g. Money Damages Insufficient.
Any breach by a party of this Agreement or violation of the other party’s intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach.
h. Survival of Terms and no UN CISG.
Any terms that by their nature survive termination of this Agreement for a party to assert its rights and receive the protections of this Agreement, will survive. The UN Convention on Contracts for the International Sale of Goods does not apply.
Last updated: 2016-01-20