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VocaleAI, LLC., a Delaware corporation having its principal place of business at 131 Continental Dr, Suite 305, Newark, county of New Castle, 19713, USA (“Deepgram”) extends the following Terms of Service to each Customer (“Customer”). Each of Deepgram and Customer may be referred to as a “Party,” or together, the “Parties” throughout this description of Terms of Service.
1. Definitions
The definitions of certain capitalized terms used in this Agreement are set forth below. Others are defined in the body of this Agreement.
“AI Data” has the meaning set forth in Section 3.2 below.
“Content” means the data (e.g., voice/audio content and information) transferred to Deepgram by Customer for creating the Output.
“Datagen Data” means data created by Deepgram using key words and key terms provided by Customer for creating Trained Models and AI Data.
“Documentation” means the written or online documentation regarding the Software made available by Deepgram, and all modifications, updates, and upgrades thereto.
“Hosted Software” means Software provided by Deepgram as a hosted, Software-as-a-Service solution for providing automated speech recognition.
“On-Premise Software” means Software deployed by Customer on-premise within Customer’s data center or virtual private cloud.
“Order Form” means an ordering document to purchase a Subscription to the Software executed between the Parties, setting forth pertinent details regarding the Subscription and Subscription Term, including start and end dates, and agreed pricing. Each Order Form will be incorporated herein by reference.
“Output” means a machine created audio to text transcript of Content and associated metadata.
“Software” means Deepgram’s “Neural Speech Engine” which includes the ASR (Automated Speech Recognition) software in object code form, which can be deployed as On-Premise Software and/or Hosted Software. Software includes all Trained Models, Documentation, applications, databases, modules, source code, development tools, libraries and utilities that Deepgram uses, creates, and/or maintains in order to provide the Software to Customer, as well as all Updates.
“Subscription” has the meaning ascribed to it in Section 2.1.
“Subscription Term” means the length of the Subscription set forth on the applicable Order Form.
“Training Data” means data (e.g., voice/audio content and information) transferred to Deepgram by Customer for creating Trained Models and AI Data.
“Trained Model” means a configured version of Deepgram’s proprietary model for automated speech recognition for Customer’s use with the Software during the Subscription Term.
“Updates” means modifications, updates, upgrades and enhancements that Deepgram makes to the Software on a periodic basis.
“User” means an individual authorized by Customer to use the Software under its account and on its behalf.
2. Customer use of and access to the software
2.1 License to the Software.
During each Subscription Term, Deepgram grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, license to: (a) install or access, as applicable, and use the Software, in the format identified on the Order Form, solely for Customer’s internal use for up to the number of Trained Models and hours identified on the Order Form; and (b) use the Documentation for Customer’s internal use in connection with the Software (together, the “Subscription”).
2.2 Restrictions.
Customer will not (and will not allow any third party to): (a) use or access the Software for any benchmarking, penetration testing or competitive purposes without Deepgram’ express written consent; (b) market, sublicense, resell, lease, loan, transfer, or otherwise commercially exploit or make the Software available to any third party, except to a third party that manages Customer’s computing environment; (c) modify, create derivative works, decompile, reverse engineer, attempt to gain access to the source code, or copy the Software, or any of their components; or (d) use or access the Software to submit or transmit any computer viruses, worms, defects, Trojan horses or other items of a destructive nature or to send any commercial solicitation or spam (whether commercial in nature or not); (e) exploit the Software in any unauthorized way whatsoever, including by trespass or burden (e.g., transmitting corrupted files, spyware, adware, or any other software or programs) or deploying spiders, web-bots, screen-scrapers, or web crawlers, that may damage or adversely affect server or network capacity or Software infrastructure (each, a “Prohibited Use”).
3. Content and AI data; Data Protection
3.1 Licenses to Deepgram.
(a) Customer will provide, or transfer via the Software, Content to Deepgram. Customer grants Deepgram a license to use Content for the purpose of providing the Software and related services and creating the Output under this Agreement.
(b) Customer grants Deepgram a license to use Training Data to create Trained Model(s) and AI Data under this Agreement.
3.2 AI Data.
Deepgram uses machine learning tools and human resources to enhance the Software, create Trained Model(s), and otherwise to develop and improve Deepgram’s products, services and technologies, on the basis of Datagen Data and Training Data. Information and data created by means of this process is referred to herein as “AI Data.” AI Data does not include Output or Content.
3.3 Security.
Deepgram maintains industry-standard physical, technical, and administrative safeguards in order to protect Content and Training Data.
3.4 Privacy.
Deepgram processes Content and Training Data in accordance with its Privacy Policy.
