Oliver API License Agreement
Last modified: October 13, 2022
This agreement (the “Agreement”) is made by and between Behavioral Signal Technologies, Inc. (the “Licensor”) a Delaware C-corp, registered at the Registry of Companies of the State of California under number C3917909, located at 4470W Sunset Blvd. #94260 Los Angeles, CA 90027, California and the “Licensee”. Licensor and Licensee are sometimes referred to individually as a “Party” and collectively as the “Parties”. In consideration of the mutual covenants stated below, and for other good and valuable consideration, the receipt, and sufficiency of which the parties hereby acknowledge, the Parties agree as follows:
1. Definitions
The “Solution” shall mean the following Licensor software components and interfaces delivered via SaaS: 1) the Oliver Emotion Recognition engine, 2) the Oliver Web API v3.10.7, and 3) the Oliver API Command Line Interface v.1.9.14 (behavioral-signals-cli). The “Output” shall mean any and all JSON files generated using the Solution, which includes information about speaker diarization, speech activity detection, speaker age, gender, language detection, emotion recognition, interaction metrics, and behavior recognition at call- and call segment level. The “Input” shall mean pre-existing audio recordings of the Licensee’s customers that are evaluated via the Solution. The Input and the Output shall be owned by Licensee and shall be considered Confidential Information of the Licensee.
2. License and Restrictions
Subject to the terms and payment of fees (if any) outlined in this Agreement, Licensor grants Licensee, and the Licensee accepts a non-exclusive, non-transferable, non-sublicensable license (the “License”) of the Solution described as “License Usage” as follows: “License Usage” shall include the following: Licensee is going to use Behavioral Signals Solution by using the Oliver-API-CLI or the Oliver Web API to submit to Solution audio recordings. The audio recordings should include only two-party conversations, as conversations with three or more parties involved (please note that an IVR system counts as a separate party) are not currently supported by the Solution. Licensee may use the Solution to provide services to third parties. Licensee shall not attempt to disassemble, reverse compile, attempt to discover any source code, or otherwise reverse engineer the Solution. Licensee will not sell, lease, license, sublicense, copy, market, or distribute the Solution to any third party. Licensee agrees to provide Licensor with reasonable feedback weekly upon request on the usage of the Solution and the results of the evaluation, as well as, recommendations for improving the Solution. Licensee grants Company the permission to use the audio recordings processed by the Solution to train or adapt AI Models.
3. Term and Termination
This Agreement shall come into force on the date the Licensee agrees to sign up for a new OliverAPI account. The trial period shall continue for up to thirty (30) days or until the Solution has processed Input of a total duration of 1500 minutes, whichever comes first (the “Trial Term”), or there is an early termination. After the Trial Term ends, the License usage shall continue at the rate depending on the plan the Licensee will choose, (the “License Term”; view Pricing), unless terminated earlier. Licensor may terminate this Agreement immediately if Licensee is in breach of any of the obligations under this Agreement. Upon expiration of the License Term or notice of termination of this Agreement, the Licensee shall immediately stop using the Solution.
4. Intellectual Property and Confidentiality
Licensor retains all rights, title, and interest in the Solution. Title to, ownership of, and all rights in patents, copyrights, trade secrets, and other intellectual property rights in Solution, do not transfer to Licensee and shall remain in Licensor and/or Licensor’s third-party vendors and suppliers. “Confidential Information” shall mean all information of the disclosing Party that a reasonable person would understand it to be confidential, which may include, by way of example but without limitation: a) The Solution proper, related technologies, algorithms and models, any information provided by the Licensor in connection with the provision of the Solution, and any other information contained in the Solution including trade secrets, b) Licensee’s data, Input, Output, and information regarding the Licensee’s software, services, and related technologies, c) any other information including but not limited to product architecture, roadmap, pricing, research & development, financial information, business opportunities, and know-how designated as confidential by the other Party including residuals, excluding information that is disclosed prior to this Agreement as is not bound by a confidentiality agreement or information that is publicly available or is obtained legally via third parties without confidentiality obligations. Neither Party will disclose or use the Confidential Information of the other Party except as described in this Agreement for the duration of the Agreement and five (5) years following the end of this Agreement. The Parties can disclose Confidential Information to their agents and employees who have a need to know and are bound by confidentiality terms no less restrictive as described herein. Neither Party shall disclose or release the results of any evaluation testing of the Solution to a third party without the written consent of the other party. If required by law the receiving Party may disclose Confidential Information provided that they (i) inform the disclosing Party in advance of such disclosure, (ii) only disclose a such portion of the Confidential Information it is legally required to; and (iii) cooperate with disclosing Party, at disclosing Party’s expense, to obtain a protective order.
5. Support and Maintenance
To facilitate the Solution’s usage, Licensor shall provide support services via email (support@behavioralsignals.com), teleconferencing, or other means of communication to Licensee designated personnel, to provide such personnel with clarification of functionality and features of the Solution. Support does not include any customization of the Solution or professional services, including but not limited to the tuning of the Solution on the Input data.
Service Period
This Agreement will commence on the Subscription Date and continue unless terminated early under the Cancellation and Termination Section. If you are using a “Pay as you go” Plan, this Agreement will continue for as long as a valid mode of payment is stored on the account or a five (5) year period has passed from the last login. This period will be the Service Period.
If you are using the Service under a Free Trial, this Agreement shall continue for up to thirty (30) days from sign up or until the Solution has processed Input of a total duration of 1500 minutes, whichever comes first (the “Trial Term”), or there is an early termination.
6. Payment and Terms
The license is provided under the terms detailed in this Agreement.
Pricing: Unless the parties agree otherwise in a separately executed written agreement for a Paying Plan, all fees including taxes for the Service (“Fees”) will be initially based on the pricing published at the Website as of the Subscription Date for the Initial Period. In order to maintain the quality of the Service, pricing may automatically increase by greater than 3% or CPI to adjust for inflation, which can increase the cost of improving and maintaining the Service. All or certain of the Fees may be calculated on the basis of the number of users in your organization, the number of synchronized repositories, the number of executed workflows and automations, and the duration of data retention.
Payment authorization: You agree to give BST permission to charge you using that payment method for any services used during the Service Period. As indicated in a Subscription, BST may bill: in advance; at the time of purchase; shortly after purchase; or on a recurring time- or usage-based basis.
Responsibility for payment: You agree that you are authorized to use the payment method you entered when creating a billing account. You must keep all information in your billing account current. You can access and modify your billing account information through the Website and may change your payment method at any time. If you notify BST to stop using your previously designated payment method and fail to designate an alternative, BST may immediately suspend use and access to the Product. Any notice from you changing your billing account will not affect charges BST submits to your billing account before BST reasonably could act on your request.
Deletion and Termination
It is your responsibility to properly delete your account with BST if you wish to. You can delete your account at any time by sending an email to support@behavioralsignals.com. In case of account deletion, all your projects and data will be permanently deleted and won’t be possible to restore them. We may terminate or suspend your access to the Solution immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Terms. All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
7. Warranties and Disclaimer
The Solution is provided “as is” and Licensor does not warrant that the functionality contained in Solution will meet Licensee’s requirements or will operate in the configurations that Licensee selects for use, or that the operation of the Solution will be uninterrupted or error-free. LICENSOR HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS AND IMPLIED, INCLUDING WARRANTIES OF TITLE AND NON-INFRINGEMENT, AND IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
8. Limitation of Liability
EXCEPT FOR BREACHES OF EACH PARTY’S OBLIGATIONS UNDER SECTION 4 (INTELLECTUAL PROPERTY AND CONFIDENTIALITY), SECTION 13 MALICIOUS CODE, OR DAMAGES ARISING UNDER SECTION 14 (INFRINGEMENT INDEMNITY), EITHER PARTY IS NOT LIABLE FOR (a) ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES, (b) ANY INTERRUPTION OF BUSINESS OR OPERATIONS, COST OF COVER, GOODWILL, LOSS OF DATA, PROFITS, OR REVENUE, OR FAILURE OF A REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE OF THE OTHER PARTY. EXCEPT FOR A CLAIM FOR DEATH, BODILY INJURY, OR TANGIBLE PROPERTY DAMAGE TO THE EXTENT THAT CAN NOT BE LIMITED BY LAW, OR FOR BREACHES OF EACH PARTY’S OBLIGATIONS UNDER SECTION 4 (INTELLECTUAL PROPERTY AND CONFIDENTIALITY), SECTION 13 MALICIOUS CODE, OR DAMAGES ARISING UNDER SECTION 14 (INFRINGEMENT INDEMNITY), EITHER PARTY WILL NOT BE LIABLE FOR ANY DAMAGES WHETHER FOR BREACH OF CONTRACT, TORT, MISREPRESENTATION, NEGLIGENCE, THE USE OR PERFORMANCE OF SOLUTION OR SERVICE, OR OTHERWISE, AND REGARDLESS OF WHETHER THE DAMAGES WERE FORESEEABLE OR UNFORESEEABLE.
9. Trade Compliance
Licensee shall comply with all applicable laws, ordinances, and regulations relating to the import, export, and re-export of Solution, software, information, and technology, including but not limited to (a) sanctions and restrictive measures restricting the countries and parties with whom Licensee may have commercial dealings and the nature of those dealings, and (b) controls under dual-use export controls or defense trade controls, (c) import/export/customs authorizations and formalities.
10. Severability and Integration
If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable, this provision shall be reformed to be enforceable to the maximum extent permitted by law or severed, and the remainder of this Agreement shall continue in full force and effect. This Agreement is the complete and final agreement, and understanding and supersedes all prior and contemporaneous representations, agreements, and understandings, whether oral or written, concerning the subject matter of this Agreement. This Agreement may be amended or modified only by a writing and signed by both Parties. In the event of any inconsistencies or ambiguities between this Agreement and any of the Exhibits attached hereto, this Agreement shall take precedence.
11. Injunctive Relief
The Parties acknowledge and agree that any use or disclosure of the Licensor’s Solution or the Confidential Information by either Party in a manner inconsistent with the provisions of this Agreement may cause irreparable harm, and no remedy at law will afford adequate compensation against such harm. Accordingly, the non-defaulting Party shall be entitled to seek injunctive relief or specific performance of the faulting Party’s obligations under this Agreement, in addition to any other available remedy.
12. Governing Law, Jurisdiction and Venue
This Agreement shall be governed by the laws of the State of California. Any suit to enforce this Agreement shall be brought exclusively to Los Angeles County, California, and the Parties hereby submit to the personal jurisdiction of such courts and waive any venue objection. Except for the obligation to make payments, nonperformance of either party shall be excused to the extent that performance is rendered impossible by strike, fire, flood, acts of God, governmental acts or orders or restrictions, act of terrorism, war, or any other reason where failure to perform is beyond the reasonable control of the non-performing party and not due to its fault or negligence.
13. Malicious Code
To the Knowledge of the Licensor, no Licensor product or software contains any back door, drop dead device, time bomb, Trojan horse, virus, worm, spyware or adware (as such terms are commonly understood in the software industry) or any other code designed or intended to have, or capable of performing or facilitating, any of the following functions: disrupting, disabling, harming, or otherwise impeding in any manner the operation of, or providing unauthorized access to, a computer system or network or other devices on which such code is stored or installed. The Licensor shall implement reasonable measures designed to prevent the introduction of Malicious Code into Licensor product or software, including firewall protections and regular virus scans.
14. Infringement Indemnity
Licensor shall indemnify, defend, and hold harmless the Licensee against any claim, suit, action, or proceeding (each, an “Action”) brought against the Licensee by a third party to the extent that the Action is based upon a claim that the Software infringes any intellectual property right, and the Licensor will pay those costs and damages finally awarded against the Licensee in any such Action or those costs and damages agreed to in a monetary settlement of such Action. The obligations under this Section are conditioned on: (a) the Licensee notifying the Licensor promptly in writing of the commencement of any Action, (b) the Licensee giving the Licensor control of the defense thereof and any related settlement negotiations, and (c) the Licensee cooperating with the Licensor in such defense (at the Licensor’s sole cost and expense).
