Terms of Use
Audimee AB, Version: July 2024
If you're using Audimee as an Individual, please read our Consumer Terms of Use. If you're using Audimee as a Company, please read our Commercial Terms of Use.
Consumer Terms of Use
1. INTRODUCTION AND DEFINITIONS
1.1. These Consumer Terms of Use, as they may be amended from time to time as set out herein, govern the use and provision of the Services provided by Audimee or its Affiliates to the Subscriber and forms part of the Agreement between the Parties.
1.2. The Consumer Terms of Use apply to Consumer Subscribers (as defined below), whereas Commercial Subscribers’ use of the Services are subject to the Commercial Terms of Use.
1.3. Capitalised terms that are used shall have the meaning set out below:
"Affiliate" means a Party’s ultimate parent company and any legal entity that directly or indirectly through one or more intermediaries is controlled by or under common control with the ultimate parent company. For the purposes of this definition, the term ‘control’ shall be understood as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a legal entity, whether through the ownership of voting stock, by contract, or otherwise.
"Agreement" means the Terms of Use and the Subscription Plan chosen by the Subscriber, including appendices (if any).
"Commercial Subscriber" means all Subscribers that are not Consumer Subscribers.
"Consumer Subscriber" means any natural person who, when signing up for a Subscription Plan and when using the Services, is acting as a private individual for purposes which are outside their trade, business or profession.
"Effective Date" means the date when the Subscription was placed by the Subscriber.
"EU Subscriber" means Consumer Subscribers who have their habitual residence in the European Union.
"Initial Service Term" means the first monthly or yearly Subscription, as ordered by the Subscriber.
"Input" means the data, software, documents, samples, clips, third-party services, and other content (including prompts) uploaded, accessed, stored, or submitted by any means for the use in the Services by or on behalf of the Subscriber.
"Intellectual Property Rights" means all intellectual or industrial property rights, including patents, trademarks, trade names, service marks, domain names, designs, utility models, copyrights, neighbouring rights, data base rights, confidential know-how, trade secrets, and similar rights valid against third parties, whether registered or not, and including applications and the right to apply for registration of any rights, which may be protected anywhere in the world.
"Output" means the output generated and returned by the Services based on the Input.
"Paid Services" means as defined in Clause 2.2.
"Party/Parties" means Audimee or the Subscriber, individually or jointly, as the case may be.
"Renewal Term" means as defined in Clause 5.1.
"Services" means the Audimee AI platform, a web-based AI generator and converter of vocals, which comprise a cloud service accessible via a web interface through a browser and/or desktop app, and any ancillary documentation, modules or supporting services provided by Audimee and its Affiliates.
"Subscriber" means the person (e.g. a natural person, a company or other legal entity) which has signed up for a Subscription Plan with Audimee.
"Subscription Plan" means as defined in Clause 2.2.
"Subscription" means the Subscriber’s subscription of the Services.
"Term" means the Initial Service Term and all Renewal Terms combined.
2. THE SERVICES, LICENSE, ETC.
2.1. General
2.2.1. Subject to the terms and conditions of the Agreement, the Subscriber hereby subscribes to, and Audimee shall supply, the Services specified in the Subscription Plan.
2.1.2. The Services are generally available 24/7 except for interruptions due to support and maintenance. Audimee shall use all commercially reasonable efforts to undertake maintenance so as to cause as little disruption of the Services as possible and, in so far as it is reasonable to do so in the circumstances, provide advance notice to the Subscriber of any suspension of the Services.
2.1.3. The Subscriber is responsible for obtaining and maintaining, at its expense, the hardware, software and Internet connectivity necessary to access and use the Services.
2.1.4. The Subscriber may not annoy, intimidate, trick, defraud, mislead, harass, harm, or otherwise abuse Audimee, Audimee’s Affiliates, and Audimee’s or its Affiliates’ officers, directors, and employees.
2.2. Subscription Plans
2.2.1. The Subscription Plans are defined on https://audimee.com/pricing. The Subscriber shall have the right to use the Services as defined in each Subscription Plan: Free, Starter, Pro, and Ultimate. The Starter, Pro, and Ultimate plans constitute "Paid Services".
2.2.2. Subscribers’ use of the Services are subject to the monthly quotas provided for each Subscription Plan as stated on https://audimee.com/pricing, which may be updated in accordance with Clause 10.10.
2.3. Account administration, access credentials, etc.
2.3.1. The Subscriber is responsible for safeguarding any access credentials related to the Services and for all acts and omissions under its account. In case of suspected or confirmed unauthorized access to or use of the Services or the access credentials, the Subscriber shall promptly inform Audimee.
2.3.2. The Subscriber’s license, may not be shared, transferred or otherwise used by anyone else.
2.4. Usage restrictions
2.4.1. The Subscriber agrees not to (i) use the Services in a way that infringes, misappropriates or violates any person’s rights, (ii) use the Services in an excessive manner (as further clarified in Clause 2.4.2), (iii) sub-licence, rent, sell, lease, distribute or otherwise transfer its right to access or use the Services or otherwise use or allow others to use the Services for the benefit of any third party, (iv) attempt to reverse engineer, decompile, reverse compile, disassemble, decrypt, translate or derive the source code or algorithms or review data structures of the Services or any portion thereof, except as permitted by mandatory applicable law, (v) modify, customise, port, translate, localise or create derivative works (including but not limited to creating new or extending existing tables or databases) of the Services, (vi) except as permitted through any API offered by Audimee, use any automated or programmatic method to extract data or Output from the Services, including scraping, web harvesting, or web data extraction, (vii) gain or attempt to gain non-permitted access by any means to any Audimee computer system, network or database, (viii) access all or any part of the Services in order to build a product or service which competes with the Services, (ix) introduce or permit the introduction of, any virus or malware into Audimee’s network and information systems, (x) file copyright or patent applications that include the Services or any portion thereof, (xi) use the Services in a manner that interferes or attempts to interfere with the proper working of the Services, and/or (xii) use the Services to create, share or store clearly offensive, illegal, or inappropriate material (including e.g. abusive, intimidating, harassing, or otherwise objectively objectionable information).
2.4.2. To protect the Services from excessive usage, should an Ultimate Subscriber generate (i) more than ten (10) times the traffic of an average Ultimate user of Audimee (measured on a weekly basis), or (ii) an amount of traffic which is clearly excessive of that Subscriber’s normal use parameters, Audimee retains the right to limit the Subscriber’s access to the Services for the remainder of that specific month after notifying the Subscriber of the issue. For the avoidance of doubt, this shall not result in a permanent restriction.
2.4.3. If Audimee becomes aware that the Subscriber has violated this Clause 2.4, Audimee will notify Subscriber by email (a ‘service notice’) and request Subscriber to take immediate and appropriate action, including ceasing problematic usage or removing applicable Input. If not capable of being remedied or if the Subscriber fails to comply with a service notice within the reasonable time period set forth in the service notice, Audimee may suspend the Subscriber’s access to the Services until the requested action is taken. If the Subscriber fails to take the required action within ten (10) business days after a suspension on two (2) or more occasions during any rolling twelve (12) month period, Audimee may, without prejudice to its other rights and remedies, terminate the Agreement immediately for cause in accordance with Clause 5.3.
3. INPUT AND OUTPUT
3.1. Input and its use
3.1.1. The Subscriber is solely responsible for any and all obligations with respect for the accuracy, quality and legality of the Input, as well as any third-party licenses, legal grounds, consents and permissions needed to use the Input with the Services. As between the Parties, the Subscriber represents and warrants that it owns and/or has the relevant third-party licenses, legal grounds, consents and permissions to all Input.
3.1.2. Although Audimee is not responsible for any Input, Audimee may (but is not obliged to) delete any Input if Audimee can substantiate that it has reasonable grounds to believe that the Input violates this Agreement or any applicable law, or risks giving rise to an infringement claim from a third party. Before Audimee deletes any Input in accordance with this Clause 3.1.2, Audimee shall provide the Subscriber with reasonable prior notice, unless it is necessary to delete the Input prior to such notice in order for Audimee to avoid a third-party claim or other material liability or sanctions.
3.2. Output and its use
3.2.1. Subject to the Subscriber’s adherence to this Agreement, the Subscriber is permitted to use the Output. This means that, as between Audimee and the Subscriber, the Subscriber can use the Output for any purpose not contrary to this Agreement. Subscribers of Paid Services may also use Output for commercial purposes such as sale or publication. Subscribers of the Free Subscription Plan may not use Output for commercial purposes (see also Clause 8.2.3). However, for the avoidance of doubt, the Subscriber is solely responsible for verifying that Output does not infringe upon any third-party’s rights.
3.2.2. Audimee does not warrant or covenant that the Output can be published on any third party service or platform, or that the Output fulfils any of the terms or conditions required to publish content on third party services or platforms.
3.2.3. The Subscriber acknowledges that, due to the nature of machine learning, Output may not be unique across customers/end users, and that the Services may generate the same or similar output for Audimee or a third party. Responses that are requested by and generated for Audimee’s other customers are not considered Output hereunder.
3.2.4. Artificial intelligence and machine learning are rapidly evolving fields of study. Audimee is constantly working to improve the Services to make them more accurate, reliable, safe, and beneficial. However, given the probabilistic nature of machine learning, use of the Services may in some situations result in incorrect Output that does not accurately reflect real people, places, or facts. The Subscriber is responsible for evaluating the accuracy of any Output as appropriate for its use case, including by using human review of the Output.
4. FEES AND PAYMENT
4.1. Fees
4.1.1. The Subscriber shall pay the fees charged in accordance with Audimee’s offered standard subscription plans from time to time.
4.1.2. The Subscriber’s payment of fees are neither (i) contingent on the delivery of any future functionality or features nor (ii) dependent on statements not set forth in the Agreement.
4.1.3. Audimee reserves the right to update the fees charged hereunder by giving at least forty-five (45) days’ notice.
4.1.4. Termination of the Agreement will not relieve the Subscriber of its obligation to pay any fees payable for the period prior to the effective date of termination, or (unless and to the extent explicitly stated herein) give the Subscriber a right to a refund of already paid fees (other than pre-paid fees for the period after the effective date of termination).
4.1.4. Notwithstanding Clause 4.1.4, if the Subscriber exercises the right of withdrawal in accordance with Clause 5.2, Audimee shall reimburse the Subscriber for a proportionate share of the price of the applicable Subscription Plan which was partially performed before the Subscriber exercised the right of withdrawal, provided that the Subscriber expressly requested that performance of the service begin during the withdrawal period.
4.2. Payment terms
4.2.1. The Subscription will continue and automatically renew unless cancelled. The Subscriber consents to charging the payment method on a recurring basis without requiring prior approval for each recurring charge, until such time as the applicable Subscription Plan is cancelled.
4.2.2. Audimee charges the Subscriber based on the selected automatically-renewing interval (monthly or annually), on a pre-paid basis until the Subscription is cancelled, which can be done at any time.
4.2.3. If any payment is not received by Audimee by the due date, Audimee may (at its discretion and without limiting Audimee’s rights or remedies hereunder), suspend the Subscriber’s access to the Services, until the overdue amounts are paid in full, provided that Audimee has given at least ten (10) business days’ prior notice of such suspension and payment of the defaulted amount has not been received by Audimee within such period. In case of repeated payment delays by the Subscriber, Audimee may cancel the Subscriber’s Subscription Plan.
4.2.4. The fees include VAT and any other taxes, levies, duties, or similar governmental charges of any nature (collectively ‘taxes’) based on the Subscriber’s country of origin, as specified in the order documents.
5. TERM AND TERMINATION
5.1. Term
The Agreement is valid from the earlier of (i) the Effective Date, and (ii) the date when the Subscriber starts using the Services, and shall remain in force for the duration of the Subscription. Unless terminated by Audimee with no less than thirty (30) days written notice, or by Subscriber at any time, the Agreement shall be automatically prolonged for an additional subscription period ("Renewal Term"), until terminated by Audimee with no less than thirty (30) days written notice, or by the Subscriber at any time.
5.2. Right of withdrawal
EU Subscribers are entitled to withdraw their Subscription within fourteen (14) days of the date stated in the confirmation notice. However, the right of withdrawal does not apply to Services which have been fully performed according to (i) the quotas available in the Subscriber’s applicable Subscription Plan or (ii) in the case of Ultimate Subscribers, once two times the quotas available for Pro Subscribers have been fulfilled, provided that the Subscriber has expressly consented to commencement of performance of the Services and acknowledged that there would be no right of withdrawal once the Services have been fully performed. If the right of withdrawal applies, the Subscriber must send Audimee a clear request to exercise the right.
5.3. Termination for cause
In addition to any termination rights stated elsewhere in the Agreement, a Party may terminate the Agreement for cause (i) upon thirty (30) days written notice to the other Party of a material breach if the breach remains uncured at the expiration of the notice period, (ii) if the other Party becomes the subject of a proceeding relating to insolvency, liquidation or assignment for the benefit of creditors to the extent permitted by applicable laws or governmental regulations, or (iii) if the other Party goes out of business, or ceases its operations.
5.4. Effects of termination and survival
5.4.1. Upon termination of the Agreement, howsoever occasioned, (i) the licenses under Clause 8.2 shall terminate (except to the extent for the duration needed to allow Audimee to assist the Subscriber with data retrieval under Clause 5.4.2), and (ii) all outstanding fees shall be due and payable.
5.4.2. In connection with termination of the Agreement or otherwise during the Term, Audimee undertakes to, on the Subscriber’s reasonable request and at the Subscriber’s reasonable expense (unless applicable law provides otherwise), assist the Subscriber in retrieving any Input stored in the Services (if any) in a standard machine readable format. In addition, unless otherwise required under applicable law, both Parties shall promptly return or, if so instructed by the other Party, destroy, any Confidential Information of the other Party. Upon Subscriber’s written request, Audimee shall delete any Input stored in the Services (if any) in a manner rendering it impossible to recreate.
5.4.3. The provisions herein that by their nature are intended to survive the expiration or termination of this Agreement shall so survive to the extent necessary to the intended preservation of the Parties’ rights and obligations.
6. WARRANTIES AND LIABILITY, ETC.
6.1. Services warranty
6.1.1. Audimee warrants, during the Term, that the Services will perform materially in accordance with the Agreement. Furthermore, in relation to Paid Services, Audimee warrants, during the Term, that the Services will be performed in a professional manner, in accordance with generally accepted industry standards, and that Audimee will not materially decrease the overall functionality of Audimee Platform. However, Audimee does not warrant that the Services will be uninterrupted, accurate or error free.
6.1.2. Notwithstanding Clause 6.1.1, Audimee shall always be entitled to adjust the Services so as to ensure compliance with applicable law address any security issue, and remove the risk of infringement of third party Intellectual Property Rights.
6.1.3. Except in case of gross negligence or wilful misconduct by Audimee, the Subscriber’s sole and exclusive remedies for a breach of Clause 6.1.1 shall be to (i) request a remedy of the breach, and (ii) if remedial action is not taken or possible and the breach is material, exercise its termination rights in accordance with Clause 5.3.
6.2. Rights of EU Subscribers
6.2.1. This Clause 6.2 is solely applicable to EU Subscribers.
6.2.2. In the event of a contradiction between Clause 6.1 and mandatory European Union consumer law applicable to the Subscriber, the higher standard of protection shall prevail.
6.2.3. Audimee is liable for defects in the Services which exist at the time of delivery and become apparent within three (3) years from that time. If the Services are supplied continuously over a period of time, Audimee is liable for defects in the Services which occur or become apparent during the Term.
6.2.4. In the event of any defects, the Subscriber may be entitled to demand rectification or replacement of the Services, reduction of the price and/or termination of the Agreement. The Subscriber may also have the right to claim damages, subject to the limitations set out in Clause 6.3.
6.3. Liability and limitations of liability
6.3.1. Neither Party shall be liable under the Agreement for any lost profits, lost opportunities, or indirect, special, incidental, or consequential damages or any other indirect damage or loss, even if advised of the possibility of such damages.
6.3.2. A Party’s aggregate liability under the Agreement shall not exceed the total fees paid or payable by the Subscriber in the twelve (12) months prior to the event that gave rise to the claim.
6.3.3. The limitations set out in Clause 6.3.1 and 6.3.2 shall not apply (i) to the extent contrary to applicable law, (ii) in relation to the Subscriber’s obligation to pay fees hereunder, or (iii) in relation to claims due to a Party’s wilful misconduct, gross negligence or fraudulent behaviour.
6.3.4. To be valid, any claims for damages shall be notified to the other Party no later than twelve (12) months from the time the event giving rise to the claim occurred, however, never later than six (6) months from the expiration or termination of the Agreement.
6.3.5. Audimee acknowledges that the Services may be used by the Subscriber’s Affiliates, if this is provided for in the Subscriber’s Subscription Plan. The Subscriber is liable for its Affiliates use of the Services as for its own. In addition, Audimee’s liability under the Agreement will remain unaffected regardless of whether Subscriber’s Affiliates use the Services, and Audimee shall have no obligation or liability in relation to any such Affiliate.
6.3.6. The Services may contain links to websites or resources of third parties, and connect to databases, information storages and similar resources (collectively ‘third-party content’). Audimee does not endorse and is not responsible or liable for the accuracy, availability, content, products, services, or anything else as it pertains to third-party content.
7. CONFIDENTIALITY AND INFORMATION SECURITY
7.1. Permitted disclosure
7.1.1. The Subscriber acknowledges that, as an integral part of the Services, Input will be submitted to, and Output will be received from, the providers of cloud services used by the Audimee AI platform from time to time (in accordance with their terms and conditions). Also, for the avoidance of doubt, Audimee is permitted to disclose any Input or Output to those of its employees, directors, attorneys, agents, subcontractors, and consultants who need to know the Input or Output in connection with the purpose, execution and contract management of the Agreement.
7.1.2. Audimee is permitted to disclose any information related to the Subscriber if compelled by applicable law or a binding decision or order by any authority, regulator, governmental body or court of competent jurisdiction.
7.2. Information security
7.2.1. If the Subscriber discovers any vulnerabilities or breaches related to the use of the Services, the Subscriber should promptly contact Audimee and provide reasonable details of the vulnerability or breach of security.
7.2.2. In the event that a breach of security would likely result in a high risk to the rights and freedoms of the Subscriber, Audimee will notify the Subscriber without undue delay.
8. INTELLECTUAL PROPERTY RIGHTS
8.1. General
8.1.1. Audimee and its Affiliates or licensors own all rights, title, and interest in and to the Services, including but not limited to all Intellectual Property Rights included therein, as well as modifications, updates and upgrades thereof. Nothing in this Agreement shall be considered a transfer or license to those rights, except as explicitly stated herein.
8.2.2. However, for the avoidance of doubt, the Subscriber, its Affiliates and/or licensors, as the case may be, retains full ownership of its Input (and any Input which is included in Output).
8.1.3. Audimee reserves the right, in its sole discretion, at any time to make improvements, additions, modifications (including, subject to Clause 6.1.1, removing features), and to correct any errors or defects in the Services, notwithstanding that such measures may temporarily impair the Subscriber’s access to or use of the Services.
8.2. Licenses
8.2.1. Input
The Subscriber grants Audimee a limited, non-exclusive, non-transferable, non-sublicensable (except to Affiliates), fully revocable license for the Term to use, store, copy, transmit, and play the Input for the provision of the Services in accordance with the Agreement. Except for the aforesaid license, the Subscriber reserves all right, title, and interest in and to the Input.
8.2.2. Licence for Paid Services
Subject to the Subscriber’s adherence to this Agreement, Audimee grants the Subscriber a limited, non-exclusive, non-transferable, non-sublicensable, fully revocable license for the Term, to access and use the Services specified in the Subscription Plan for the Subscriber.
8.2.3. Licence for the Free Subscription Plan
Subject to the Subscriber’s adherence to this Agreement, Audimee grants the Subscriber a limited, non-exclusive, non-transferable, non-sublicensable, fully revocable license for the Term, to access and use the Services specified in the Subscription Plan for the Subscriber. However, the Subscriber may only use the Output for personal use. This means that the Subscriber may not copy, distribute, transmit, sell, license, publish, reuse, lend, modify, adapt, process, commercially exploit, or otherwise use the Output for any commercial purpose or on behalf of any third party.
8.3. Feedback, etc.
8.3.1. Feedback, comments, ideas, proposals, and suggestions for improvements (collectively ‘feedback’) from the Subscriber (including its administrators and end users) is encouraged by Audimee. It is noted that Audimee may use feedback without restriction or paying compensation, and that any Intellectual Property Rights resulting therefrom shall vest exclusively in Audimee.
8.3.2. Furthermore, Audimee may collect and analyse aggregated and anonymised usage data derived from the Subscriber’s use of the Services to improve the performance, functionality, and overall user experience of the Services. However, for the avoidance of doubt, Audimee does not access or analyse Input or Output, and will not use Input or Output to train generative/base AI models, unless agreed upon separately in writing (e.g. for finetuning).
9. PERSONAL DATA
9.1. Attribution of roles
Audimee is the data controller for the processing of the Subscriber’s personal data in relation to the Subscriber’s use of the Services. Information about Audimee’s processing of personal data can be found in Audimee’s Privacy Notice.
9.2. Processing of personal data by cloud service providers
The Parties are of the joint opinion that any personal data which may be processed as a result from the access to or utilisation of cloud services is processed by the provider of that cloud service in its capacity as a controller (similar to an internet search engine operator being the controller of its processing).
10. MISCELLANEOUS
10.1. No partnership
This Agreement does not create a partnership, joint venture, or agency relationship between the Parties or their respective Affiliates. The Parties are independent from each other, and neither Party will have the power to bind the other or to incur obligations on the other’s behalf without the other Party’s prior written consent.
10.2. Notices
Except as otherwise specified in the Agreement, all notices, permissions, and approvals shall preferably be in writing and shall be deemed to have been given upon (i) personal delivery; (ii) the second business day after mailing; or (iii) the day of sending by email. Notices to the Subscriber shall be sent to the email address/addresses provided by the Subscriber to Audimee. Notices to Audimee shall be sent to hi@audimee.com.
10.3. Waiver
No failure or delay by either Party in exercising any right under the Agreement will constitute a waiver of that right. Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition. No waiver by any Party of any term or condition of this Agreement, in any one or more instances, shall be deemed to be or construed as a waiver of the same or any other term or condition of this Agreement.
10.4. Severability
In the event any provision of this Agreement is wholly or partly invalid, the validity of this Agreement as a whole shall not be affected and the remaining provisions of this Agreement shall remain valid. To the extent that such invalidity materially affects a Party’s benefit from, or performance under, this Agreement, it shall be reasonably amended.
10.5. Assignment
Neither Party may assign any of its rights or obligations under the Agreement, whether by operation of law or otherwise, without the other Party’s prior written consent (not to be unreasonably withheld) provided, however, Audimee may assign the Agreement in its entirety, without the Subscriber’s consent (i) to its Affiliate or (ii) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
10.6. Subcontractors
Audimee may, subject to Clause 7 and, in relation to Commercial Subscribers, use subcontractors for the provision of the Services. Audimee shall be liable for its subcontractors actions and omissions as for its own, and remain the Subscribers sole point of contact in relation to the Services.
10.7. Marketing
10.7.1. Audimee’s rights with regard to Commercial Subscribers
The Subscriber grants Audimee the right to use the Subscriber’s company logos, company name(s), trademarks, and user quotes as reference material for marketing and public relations material, thereby identifying Subscriber as a Audimee customer. Upon the Subscriber’s written request, Audimee shall immediately cease any such use as instructed by the Subscriber.
10.8. Force majeure
10.8.1. Except for payment obligations under the Agreement, neither Party will be liable for failure to perform or inadequate performance under the Agreement to the extent caused by a condition that was beyond the Party’s reasonable control and which substantially affects the Party’s or its sub-contractors’ performance, including, for example, a natural disaster, epidemic or pandemic, act of war or terrorism, riot or civil unrest, labour conditions such as boycott, strike, lock-out, governmental action, disruption of telecommunications, failure or delay of internet services providers or widespread internet disturbance, disruption of power or other essential services.
10.8.2. A Party claiming that circumstances described in Clause 10.8.1 prevents it from performing in accordance with the Agreement shall use commercially reasonable efforts to overcome and mitigate the effects of such circumstances.
10.8.3. If the performance of the Services in substantial respects is prevented for a period exceeding one (1) month due to a circumstance stated in Clause 10.8.1, either Party shall have the right to terminate the Agreement in writing, without incurring any liability for compensation.
10.9. Entire agreement
The Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and all prior agreements, understanding, promises and representations, whether written or oral, with respect thereto are superseded hereby. For the avoidance of doubt, any term or condition stated in other Subscriber order documents is void.
10.10. Changes to these Terms of Use and the Subscription Plan
Audimee may amend these Terms of Use and the Subscription Plan from time to time. Any and all amendments to these terms will be posted at https://audimee.com/terms-of-use and indicate the date they were last updated. Amendments will become effective thirty (30) days after posting, or such later date stated by Audimee. If the Subscriber does not agree with the changes, the Subscriber can cancel the Services at any time. The Subscriber shall be deemed to have accepted and agreed to be bound by any amendments to the Agreement if the Subscriber uses the Service after the effective date of those amendments.
11. GOVERNING LAW AND DISPUTES
11.1. Governing law
11.1.1. The Agreement shall be governed by the substantive law of Sweden.
11.1.2. Nowithstanding Clause 11.1.1, if the Commercial Subscriber is a resident of the European Union, but not Sweden, the Agreement shall be governed by the law of the country where the Commercial Subscriber has his habitual residence to the extent that this country provides a higher level of consumer protection than the laws of Sweden, provided that Audimee pursues its commercial or professional activities in that country, or directs such activities to that country.
11.2. Disputes
11.2.1. Before filing a formal claim against Audimee, the Subscriber agrees to try to resolve the dispute amicably by sending Audimee notice at the address set out in Clause 10.2, setting out the Subscriber’s name, a description of the dispute, and the relief that the Subscriber seeks. If the Parties are unable to resolve a dispute within sixty (60) days, the Subscriber may bring a formal proceeding. Any statute of limitations will be tolled during the 60-day resolution process.
11.2.2. Unless otherwise required by mandatory law, all disputes and claims arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the general courts of Sweden.
11.2.3. Commercial Subscribers that reside in the EU can use the European Commission’s online dispute resolution platform, available at https://ec.europa.eu/consumers/odr. Any requests for online dispute resolution shall be addressed to the address set out in Clause 10.2.
11.2.4. Commercial Subscribers in Sweden may also file a complaint with Allmänna Reklamationsnämnden (the National Board for Commercial Disputes) if a dispute cannot be resolved with Audimee.
11.2.5. Commercial Subscribers not based in Sweden can turn to their European Commercial Centre or Euroguichet for advice and help. A list of current European Commercial Centres is available at the European Commission's website.
Commercial Terms of Use
1. INTRODUCTION AND DEFINITIONS
1.1. These Commercial Terms of Use, as they may be amended from time to time as set out herein, govern the use and provision of the Services provided by Audimee or its Affiliates to the Subscriber and forms part of the Agreement between the Parties.
1.2. The Commercial Terms of Use apply to Commercial Subscribers (as defined below), whereas Consumer Subscribers’ use of the Services are subject to the Consumer Terms of Use.
1.3. Capitalised terms that are used shall have the meaning set out below:
"Affiliate" means a Party’s ultimate parent company and any legal entity that directly or indirectly through one or more intermediaries is controlled by or under common control with the ultimate parent company. For the purposes of this definition, the term ‘control’ shall be understood as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a legal entity, whether through the ownership of voting stock, by contract, or otherwise.
"Agreement" means the Terms of Use and the Subscription Plan chosen by the Subscriber, including appendices (if any).
"Confidential Information" means as defined in Clause 7.1.1.
"Commercial Subscriber" means all Subscribers that are not Commercial Subscribers.
"Consumer Subscriber" means any natural person who, when signing up for a Subscription Plan and when using the Services, is acting as a private individual for purposes which are outside their trade, business or profession.
"Disclosing Party" means as defined in Clause 7.1.1.
"Effective Date" means the date when the Subscription was placed by the Subscriber.
"EU Subscriber" means Commercial Subscribers who have their habitual residence in the European Union.
"Initial Service Term" means the first monthly or yearly Subscription, as ordered by the Subscriber.
"Input" means the data, software, documents, samples, clips, third-party services, and other content (including prompts) uploaded, accessed, stored, or submitted by any means for the use in the Services by or on behalf of the Subscriber.
"Intellectual Property Rights" means all intellectual or industrial property rights, including patents, trademarks, trade names, service marks, domain names, designs, utility models, copyrights, neighbouring rights, data base rights, confidential know-how, trade secrets, and similar rights valid against third parties, whether registered or not, and including applications and the right to apply for registration of any rights, which may be protected anywhere in the world.
"Output" means the output generated and returned by the Services based on the Input.
"Paid Services" means as defined in Clause "2.2".
"Party/Parties" means Audimee or the Subscriber, individually or jointly, as the case may be.
"Renewal Term" means as defined in Clause "5.1".
"SCC" means as defined in Clause 11.2.2.
"Services" means the Audimee AI platform, a web-based AI generator and converter of vocals, which comprise a cloud service accessible via a web interface through a browser and/or desktop app, and any ancillary documentation, modules or supporting services provided by Audimee and its Affiliates.
"Subscriber" means the person (e.g. a natural person, a company or other legal entity) which has signed up for a Subscription Plan with Audimee.
"Subscription Plan" means as defined in Clause "2.2".
"Subscription" means the Subscriber’s subscription of the Services.
"Term" means the Initial Service Term and all Renewal Terms combined.
"User" means any person who uses the Services as part of the Subscriber’s Subscription Plan.
2. THE SERVICES, LICENSE, ETC.
2.1. General
2.2.1. Subject to the terms and conditions of the Agreement, the Subscriber hereby subscribes to, and Audimee shall supply, the Services specified in the Subscription Plan.
2.1.2. The Services are generally available 24/7 except for interruptions due to support and maintenance. Audimee shall use all commercially reasonable efforts to undertake maintenance so as to cause as little disruption of the Services as possible and, in so far as it is reasonable to do so in the circumstances, provide advance notice to the Subscriber of any suspension of the Services.
2.1.3. The Subscriber is responsible for obtaining and maintaining, at its expense, the hardware, software and Internet connectivity necessary to access and use the Services.
2.1.4. The Subscriber (or User) may not annoy, intimidate, trick, defraud, mislead, harass, harm, or otherwise abuse Audimee, Audimee’s Affiliates, and Audimee’s or its Affiliates’ officers, directors, and employees.
2.2. Subscription Plans
2.2.1. The Subscription Plans are defined on https://audimee.com/pricing. The Subscriber shall have the right to use the Services as defined in each Subscription Plan: Free, Starter, Pro, and Ultimate. The Starter, Pro, and Ultimate plans constitute "Paid Services".
2.2.2. Subscribers’ use of the Services are subject to the monthly quotas provided for each Subscription Plan as stated on https://audimee.com/pricing, which may be updated in accordance with Clause 10.10.
2.2.3. Enterprise Subscribers may provide access credentials to Users in accordance with the Enterprise Subscription Plan. The Subscriber is liable for its Users’ use of the Services, and shall ensure that any licenses granted under Clause 8.2.1 shall apply equally to all Input provided by Users. Audimee shall have no obligation or liability in relation to any such User.
2.3. Account administration, access credentials, etc.
2.3.1. The Subscriber is responsible for safeguarding any access credentials related to the Services and for all acts and omissions under its account. In case of suspected or confirmed unauthorized access to or use of the Services or the access credentials, the Subscriber shall promptly inform Audimee.
2.3.2. Enterprise Subscribers shall assign each of its Users with an individual and specific license, that may not be used by more than one natural person.
2.3.3. Apart from assigning individual licenses in accordance with Clause 2.3.2, the Subscriber’s license may not be shared, transferred, or otherwise used by anyone else.
2.4. Usage restrictions
2.4.1. The Subscriber agrees not to (i) use the Services in a way that infringes, misappropriates or violates any person’s rights, (ii) use the Services in an excessive manner (as further clarified in Clause 2.4.2), (iii) sub-licence, rent, sell, lease, distribute or otherwise transfer its right to access or use the Services or otherwise use or allow others to use the Services for the benefit of any third party, (iv) attempt to reverse engineer, decompile, reverse compile, disassemble, decrypt, translate or derive the source code or algorithms or review data structures of the Services or any portion thereof, except as permitted by mandatory applicable law, (v) modify, customise, port, translate, localise or create derivative works (including but not limited to creating new or extending existing tables or databases) of the Services, (vi) except as permitted through any API offered by Audimee, use any automated or programmatic method to extract data or Output from the Services, including scraping, web harvesting, or web data extraction, (vii) gain or attempt to gain non-permitted access by any means to any Audimee computer system, network or database, (viii) access all or any part of the Services in order to build a product or service which competes with the Services, (ix) introduce or permit the introduction of, any virus or malware into Audimee’s network and information systems, (x) file copyright or patent applications that include the Services or any portion thereof, (xi) use the Services in a manner that interferes or attempts to interfere with the proper working of the Services, and/or (xii) use the Services to create, share or store clearly offensive, illegal, or inappropriate material (including e.g. abusive, intimidating, harassing, or otherwise objectively objectionable information).
2.4.2. Should an Ultimate Subscriber generate (i) more than ten (10) times the traffic of an average user of Audimee (measured on a weekly basis), or (ii) an amount of traffic which is clearly outside of that Subscriber’s normal use parameters, Audimee retains the right to limit the Subscriber’s access to the Services for the remainder of that specific month and notifying the Subscriber of the issue. For the avoidance of doubt, this shall not result in a permanent restriction, and is simply intended to protect the Services from excessive usage.
2.4.3. If Audimee becomes aware that the Subscriber has violated this Clause 2.4, Audimee will notify Subscriber by email (a ‘service notice’) and request Subscriber to take immediate and appropriate action, including ceasing problematic usage or removing applicable Input. If not capable of being remedied or if the Subscriber fails to comply with a service notice within the reasonable time period set forth in the service notice, Audimee may suspend the Subscriber’s access to the Services until the requested action is taken. If the Subscriber fails to take the required action within ten (10) business days after a suspension on two (2) or more occasions during any rolling twelve (12) month period, Audimee may, without prejudice to its other rights and remedies, terminate the Agreement immediately for cause in accordance with Clause 5.3.
3. INPUT AND OUTPUT
3.1. Input and its use
3.1.1. The Subscriber is solely responsible for any and all obligations with respect for the accuracy, quality and legality of the Input, as well as any third-party licenses, legal grounds, consents and permissions needed to use the Input with the Services. As between the Parties, the Subscriber represents and warrants that it owns and/or has the relevant third-party licenses, legal grounds, consents and permissions to all Input.
3.1.2. Although Audimee is not responsible for any Input, Audimee may (but is not obliged to) delete any Input if Audimee can substantiate that it has reasonable grounds to believe that the Input violates this Agreement or any applicable law, or risks giving rise to an infringement claim from a third party. Before Audimee deletes any Input in accordance with this Clause 3.1.2, Audimee shall provide the Subscriber with reasonable prior notice, unless it is necessary to delete the Input prior to such notice in order for Audimee to avoid a third-party claim or other material liability or sanctions.
3.2. Output and its use
3.2.1. Subject to the Subscriber’s adherence to this Agreement, the Subscriber is permitted to use the Output. This means that, as between Audimee and the Subscriber, the Subscriber can use the Output for any purpose not contrary to this Agreement. Subscribers of Paid Services may also use Output for commercial purposes such as sale or publication. Subscribers of the Free Subscription Plan may not use Output for commercial purposes (see also Clause 8.2.3). However, for the avoidance of doubt, the Subscriber is solely responsible for verifying that Output does not infringe upon any third-party’s rights.
3.2.2. Audimee does not warrant or covenant that the Output can be published on any third party service or platform, or that the Output fulfils any of the terms or conditions required to publish content on third party services or platforms.
3.2.3. The Subscriber acknowledges that, due to the nature of machine learning, Output may not be unique across customers/end users, and that the Services may generate the same or similar output for Audimee or a third party. Responses that are requested by and generated for Audimee’s other customers are not considered Output hereunder.
3.2.4. Artificial intelligence and machine learning are rapidly evolving fields of study. Audimee is constantly working to improve the Services to make them more accurate, reliable, safe, and beneficial. However, given the probabilistic nature of machine learning, use of the Services may in some situations result in incorrect Output that does not accurately reflect real people, places, or facts. The Subscriber is responsible for evaluating the accuracy of any Output as appropriate for its use case, including by using human review of the Output.
3.3. Input and output indemnity
Subscribers will indemnify and defend Audimee against any and all third-party claims, demands, suits or proceedings (each a ‘claim’) and all related judgments, liabilities, awards, damages, costs, including reasonable attorneys’ fees and expenses, arising out of or in connection with Input and/or the use of Output, provided that Audimee (i) promptly gives the Subscriber written notice of the claim; (ii) gives Subscriber sole control of the defence and settlement of the claim (except that Subscriber may not settle any claim unless the settlement unconditionally releases Audimee of all liability, the settlement does not affect Audimee’s Intellectual Property Rights, and the Subscriber pays any settlement fees), and (iii) gives the Subscriber all reasonable assistance in connection with the defence or settlement of the claim, at the Subscriber’s expense. For avoidance of doubt, for the purposes of this Clause 3.3, a claim against Audimee shall be understood to include a claim against Audimee, Audimee’s Affiliates, and Audimee’s or its Affiliates’ officers, directors, and employees.
4. FEES AND PAYMENT
4.1. Fees
4.1.1. The Subscriber shall pay the fees charged in accordance with Audimee’s offered standard subscription plans from time to time.
4.1.2. The Subscriber’s payment of fees are neither (i) contingent on the delivery of any future functionality or features nor (ii) dependent on statements not set forth in the Agreement.
4.1.3. Audimee reserves the right to update the fees charged hereunder by giving at least forty-five (45) days’ notice.
4.1.4. Termination of the Agreement will not relieve the Subscriber of its obligation to pay any fees payable for the period prior to the effective date of termination, or (unless and to the extent explicitly stated herein) give the Subscriber a right to a refund of already paid fees (other than pre-paid fees for the period after the effective date of termination). If the Subscriber terminates the Agreement without cause prior to the end of the then-current term, the balance of the fees for the remainder of the term shall immediately fall due.
4.2. Payment terms
4.2.1. The Subscription will continue and automatically renew unless cancelled. The Subscriber consents to charging the payment method on a recurring basis without requiring prior approval for each recurring charge, until such time as the applicable Subscription Plan is cancelled.
4.2.2. Audimee charges the Subscriber based on the selected automatically-renewing interval (monthly or annually), on a pre-paid basis until the Subscription is cancelled, which can be done at any time.
4.2.3. If any payment is not received by Audimee by the due date, Audimee may (at its discretion and without limiting Audimee’s rights or remedies hereunder), suspend the Subscriber’s access to the Services, until the overdue amounts are paid in full, provided that Audimee has given at least ten (10) business days’ prior notice of such suspension and payment of the defaulted amount has not been received by Audimee within such period. In case of repeated payment delays by the Subscriber, Audimee may cancel the Subscriber’s Subscription Plan.
4.2.4. Unless otherwise explicitly agreed in writing, the fees do not include any taxes other than VAT based on the Subscriber’s country of origin, as specified in the order documents.
5. TERM AND TERMINATION
5.1. Term
The Agreement is valid from the earlier of (i) the Effective Date, and (ii) the date when the Subscriber starts using the Services, and shall remain in force for the duration of the Subscription. Unless terminated by Audimee with no less than thirty (30) days written notice, or by the Subscriber at any time, the Agreement shall be automatically prolonged for an additional subscription period ("Renewal Term"), until terminated by Audimee with no less than thirty (30) days written notice, or by the Subscriber at any time. Any termination of this Agreement shall be made in writing.
5.2. Termination for cause
In addition to any termination rights stated elsewhere in the Agreement, a Party may terminate the Agreement for cause (i) upon thirty (30) days written notice to the other Party of a material breach if the breach remains uncured at the expiration of the notice period, (ii) if the other Party becomes the subject of a proceeding relating to insolvency, liquidation or assignment for the benefit of creditors to the extent permitted by applicable laws or governmental regulations, or (iii) if the other Party goes out of business, or ceases its operations.
5.3. Effects of termination and survival
5.3.1. Upon termination of the Agreement, howsoever occasioned, (i) the licenses under Clause 8.2 shall terminate (except to the extent for the duration needed to allow Audimee to assist the Subscriber with data retrieval under Clause 5.3.2), and (ii) all outstanding fees shall be due and payable.
5.3.2. In connection with termination of the Agreement or otherwise during the Term, Audimee undertakes to, on the Subscriber’s reasonable request and at the Subscriber’s reasonable expense (unless applicable law provides otherwise), assist the Subscriber in retrieving any Input stored in the Services (if any) in a standard machine readable format. In addition, unless otherwise required under applicable law, both Parties shall promptly return or, if so instructed by the other Party, destroy, any Confidential Information of the other Party. Upon Subscriber’s written request, Audimee shall delete any Input stored in the Services (if any) in a manner rendering it impossible to recreate.
5.3.3. The provisions herein that by their nature are intended to survive the expiration or termination of this Agreement shall so survive to the extent necessary to the intended preservation of the Parties’ rights and obligations. It is noted that the confidentiality undertakings in Clause 7.2 shall survive for the longer of (i) three (3) years counting from the termination hereof, and (ii), in relation to any Confidential Information which comprise Intellectual Property Rights, the term of protection for the Intellectual Property Right.
6. WARRANTIES AND LIABILITY, ETC.
6.1. Services warranty
6.1.1. Audimee warrants, during the Term, that the Services will perform materially in accordance with the Agreement. Furthermore, in relation to Paid Services, Audimee warrants, during the Term, that the Services will be performed in a professional manner, in accordance with generally accepted industry standards, and that Audimee will not materially decrease the overall functionality of Audimee Platform. However, Audimee does not warrant that the Services will be uninterrupted, accurate or error free.
6.1.2. Notwithstanding Clause 6.1.1, Audimee shall always be entitled to adjust the Services so as to ensure compliance with applicable law address any security issue, and remove the risk of infringement of third party Intellectual Property Rights.
6.1.3. Except in case of gross negligence or wilful misconduct by Audimee, the Subscriber’s sole and exclusive remedies for a breach of Clause 6.1.1 shall be to (i) request a remedy of the breach, and (ii) if remedial action is not taken or possible and the breach is material, exercise its termination rights in accordance with Clause 5.2.
6.2. Liability and limitations of liability
6.2.1. Neither Party shall be liable under the Agreement for any lost profits, lost opportunities, or indirect, special, incidental, or consequential damages or any other indirect damage or loss, even if advised of the possibility of such damages.
6.2.2. A Party’s aggregate liability under the Agreement shall not exceed the total fees paid or payable by the Subscriber in the twelve (12) months prior to the event that gave rise to the claim.
6.2.3. The limitations set out in Clause 6.2.1 and 6.2.2 shall not apply (i) to the extent contrary to applicable law, (ii) in relation to the Subscriber’s obligation to pay fees hereunder, (iii) to claims under Clause 3.3 (Input and Output indemnity), or (iv) in relation to claims due to a Party’s wilful misconduct, gross negligence or fraudulent behaviour.
6.2.4. To be valid, any claims for damages shall be notified to the other Party no later than twelve (12) months from the time the event giving rise to the claim occurred, however, never later than six (6) months from the expiration or termination of the Agreement.
6.2.5. Audimee acknowledges that the Services may be used by the Subscriber’s Affiliates, if this is provided for in the Subscriber’s Subscription Plan. The Subscriber is liable for its Affiliates use of the Services as for its own. In addition, Audimee’s liability under the Agreement will remain unaffected regardless of whether Subscriber’s Affiliates use the Services, and Audimee shall have no obligation or liability in relation to any such Affiliate.
6.2.6. The Services may contain links to websites or resources of third parties, and connect to databases, information storages and similar resources (collectively ‘third-party content’). Audimee does not endorse and is not responsible or liable for the accuracy, availability, content, products, services, or anything else as it pertains to third-party content.
7. CONFIDENTIALITY AND INFORMATION SECURITY
7.1. Confidential Information
7.1.1. "Confidential Information" means all information disclosed by a Party ("Disclosing Party") to the other Party ("Receiving Party"), whether orally or in writing, (i) that is designated as confidential or, given the nature of the information and the circumstances of disclosure, should be understood to be confidential, (ii) Input and Output, (iii) the Services, (iv) the terms and conditions of the Agreement, including pricing, and (iv) any business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by each Party in connection with the Agreement.
7.1.2. Notwithstanding Clause 7.1.1, Confidential Information does not include information that: (i) is at the time of disclosure, or later becomes, generally known to the public through no fault of Receiving Party; (ii) was known to the Receiving Party with no obligation of confidentiality prior to disclosure by Disclosing Party, as proven by records of Receiving Party; (iii) is rightfully disclosed to Receiving Party by a third party who did not directly or indirectly obtain the information subject to any confidentiality obligations, or (iv) is at any time independently developed by Receiving Party without the use of Disclosing Party’s Confidential Information as proven by records of Receiving Party.
7.2. Confidentiality undertaking and permitted disclosure
7.2.1. The Receiving Party shall keep the Disclosing Party’s Confidential Information confidential during the Term and the subsequent period which follows from Clause 5.3.3, and not use Confidential Information for any purpose outside the scope of the Agreement.
7.2.2. In this context, the Subscriber acknowledges that, as an integral part of the Services, Input will be submitted to, and Output will be received from, the providers of cloud services used by the Audimee AI platform from time to time (in accordance with their terms and conditions). Also, for the avoidance of doubt, the Receiving Party is permitted to disclose Confidential Information to those of its employees, directors, attorneys, agents, subcontractors, and consultants who (i) need to know the Confidential Information in connection with the purpose, execution and contract management of the Agreement, and (ii) are bound by confidentiality obligations (either through agreement or under law) no less stringent than those in the Agreement.
7.2.3. The Receiving Party is also permitted to disclose Confidential Information if compelled by applicable law or a binding decision or order by any authority, regulator, governmental body or court of competent jurisdiction, or if necessary to enforce an arbitral award given in accordance with Clause 11.2.
7.3. Information security
7.3.1. Each Party shall safeguard all Confidential Information of the other Party with at least the same degree of care (but no less than reasonable care) as it uses to safeguard its own confidential information. Each Party must implement reasonable and appropriate measures designed to help secure access to and use of the Confidential Information.
7.3.2. If either Party discover any vulnerabilities or breaches related to the use of the Services, the Party must promptly contact the other Party and provide reasonable details of the vulnerability or breach.
8. INTELLECTUAL PROPERTY RIGHTS
8.1. General
8.1.1. Audimee and its Affiliates or licensors own all rights, title, and interest in and to the Services, including but not limited to all Intellectual Property Rights included therein, as well as modifications, updates and upgrades thereof. Nothing in this Agreement shall be considered a transfer or license to those rights, except as explicitly stated herein.
8.2.2. However, for the avoidance of doubt, the Subscriber, its Affiliates, its Users, and/or licensors, as the case may be, retains full ownership of its Input (and any Input which is included in Output).
8.1.3. Audimee reserves the right, in its sole discretion, at any time to make improvements, additions, modifications (including, subject to Clause 6.1.1, removing features), and to correct any errors or defects in the Services, notwithstanding that such measures may temporarily impair the Subscriber’s access to or use of the Services.
8.2. Licenses
8.2.1. Input
The Subscriber grants Audimee a limited, non-exclusive, non-transferable, non-sublicensable (except to Affiliates), fully revocable license for the Term to use, store, copy, transmit, and play the Input for the provision of the Services in accordance with the Agreement. Except for the aforesaid license, the Subscriber reserves all right, title, and interest in and to the Input.
8.2.2. Licence for Paid Services
Subject to the Subscriber’s adherence to this Agreement, Audimee grants the Subscriber a limited, non-exclusive, non-transferable, non-sublicensable, fully revocable license for the Term, to access and use the Services specified in the Subscription Plan for the Subscriber.
8.2.3. Licence for the Free Subscription Plan
Subject to the Subscriber’s adherence to this Agreement, Audimee grants the Subscriber a limited, non-exclusive, non-transferable, non-sublicensable, fully revocable license for the Term, to access and use the Services specified in the Subscription Plan for the Subscriber. However, the Subscriber may only use the Output for personal use. This means that the Subscriber may not copy, distribute, transmit, sell, license, publish, reuse, lend, modify, adapt, process, commercially exploit, or otherwise use the Output for any commercial purpose or on behalf of any third party.
8.3. Feedback, etc.
8.3.1. Feedback, comments, ideas, proposals, and suggestions for improvements (collectively ‘feedback’) from the Subscriber (including Users) is encouraged by Audimee. It is noted that Audimee may use feedback without restriction or paying compensation, and that any Intellectual Property Rights resulting therefrom shall vest exclusively in Audimee.
8.3.2. Furthermore, Audimee may collect and analyse aggregated and anonymised usage data derived from the Subscriber’s or Users’ use of the Services to improve the performance, functionality, and overall user experience of the Services, provided that such data cannot be linked back to the Subscriber or identify any Confidential Information. However, for the avoidance of doubt, Audimee does not access or analyse Input or Output, and will not use Input or Output to train generative/base AI models, unless agreed upon separately in writing (e.g. for finetuning).
9. PERSONAL DATA
9.1. Attribution of roles
When providing the Services to the Subscriber, Audimee will, in the capacity of data processor, process personal data on behalf of the Subscriber. Audimee will also process personal data for its own purposes, in the capacity of data controller, as described in Audimee’s Privacy Notice.
9.2. Processing of personal data by cloud service providers
The Parties are of the joint opinion that any personal data which may be processed as a result from the access to or utilisation of cloud services is processed by the provider of that cloud service in its capacity as a controller (similar to an internet search engine operator being the controller of its processing).
10. MISCELLANEOUS
10.1. No partnership
This Agreement does not create a partnership, joint venture, or agency relationship between the Parties or their respective Affiliates. The Parties are independent from each other, and neither Party will have the power to bind the other or to incur obligations on the other’s behalf without the other Party’s prior written consent.
10.2. Notices
Except as otherwise specified in the Agreement, all notices, permissions, and approvals shall be in writing and shall be deemed to have been given upon (i) personal delivery; (ii) the second business day after mailing; or (iii) the day of sending by email. Notices to the Subscriber shall be sent to the email address/addresses provided by the Subscriber to Audimee. Notices to Audimee shall be sent to hi@audimee.com.
10.3. Waiver
No failure or delay by either Party in exercising any right under the Agreement will constitute a waiver of that right. Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition. No waiver by any Party of any term or condition of this Agreement, in any one or more instances, shall be deemed to be or construed as a waiver of the same or any other term or condition of this Agreement.
10.4. Severability
In the event any provision of this Agreement is wholly or partly invalid, the validity of this Agreement as a whole shall not be affected and the remaining provisions of this Agreement shall remain valid. To the extent that such invalidity materially affects a Party’s benefit from, or performance under, this Agreement, it shall be reasonably amended.
10.5. Assignment
Neither Party may assign any of its rights or obligations under the Agreement, whether by operation of law or otherwise, without the other Party’s prior written consent (not to be unreasonably withheld) provided, however, either Party may assign the Agreement in its entirety, without the other Party’s consent (i) to its Affiliate or (ii) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the immediately preceding sentence, if a Party is acquired by, sells all or substantially all assets to, or undergoes a change of control in favour of, a direct competitor of the other Party, then such other Party may, but is not required to, terminate the Agreement upon written notice.
10.6. Subcontractors
Audimee may, subject to Clause 7 and, in relation to Commercial Subscribers, use subcontractors for the provision of the Services. Audimee shall be liable for its subcontractors actions and omissions as for its own, and remain the Subscribers sole point of contact in relation to the Services.
10.7. Marketing
10.7.1. Audimee’s rights with regard to Commercial Subscribers
The Subscriber grants Audimee the right to use the Subscriber’s company logos, company name(s), trademarks, and user quotes as reference material for marketing and public relations material, thereby identifying Subscriber as a Audimee customer. Upon the Subscriber’s written request, Audimee shall immediately cease any such use as instructed by the Subscriber.
10.8. Force majeure
10.8.1. Except for payment obligations under the Agreement, neither Party will be liable for failure to perform or inadequate performance under the Agreement to the extent caused by a condition that was beyond the Party’s reasonable control and which substantially affects the Party’s or its sub-contractors’ performance, including, for example, a natural disaster, epidemic or pandemic, act of war or terrorism, riot or civil unrest, labour conditions such as boycott, strike, lock-out, governmental action, disruption of telecommunications, failure or delay of internet services providers or widespread internet disturbance, disruption of power or other essential services.
10.8.2. A Party claiming that circumstances described in Clause 10.8.1 prevents it from performing in accordance with the Agreement shall use commercially reasonable efforts to overcome and mitigate the effects of such circumstances.
10.8.3. If the performance of the Services in substantial respects is prevented for a period exceeding one (1) month due to a circumstance stated in Clause 10.8.1, either Party shall have the right to terminate the Agreement in writing, without incurring any liability for compensation.
10.9. Entire agreement
The Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and all prior agreements, understanding, promises and representations, whether written or oral, with respect thereto are superseded hereby. For the avoidance of doubt, any term or condition stated in other Subscriber order documents is void.
10.10. Changes to these Terms of Use and the Subscription Plan
Audimee may amend these Terms of Use and the Subscription Plan from time to time. Any and all amendments to these terms will be posted at https://audimee.com/terms-of-use and indicate the date they were last updated. Amendments will become effective thirty (30) days after posting, or such later date stated by Audimee. If the Subscriber does not agree with the changes, the Subscriber can cancel the Services at any time. The Subscriber shall be deemed to have accepted and agreed to be bound by any amendments to the Agreement if the Subscriber uses the Service after the effective date of those amendments.
11. GOVERNING LAW AND DISPUTES
11.1. Governing law
11.1.1. The Agreement shall be governed by the substantive law of Sweden.
11.2. Disputes
11.2.1. Before filing a formal claim against Audimee, the Subscriber agrees to try to resolve the dispute amicably by sending Audimee notice at the address set out in Clause 10.2, setting out the Subscriber’s name, a description of the dispute, and the relief that the Subscriber seeks. If the Parties are unable to resolve a dispute within sixty (60) days, the Subscriber may bring a formal proceeding. Any statute of limitations will be tolled during the 60-day resolution process.
11.2.2. Any dispute, controversy or claim arising out of or in connection with the Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the SCC Arbitration Institute (the "SCC").
11.2.3. The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators. The seat of arbitration shall be Stockholm and the language to be used in the arbitral proceedings shall be English.
11.2.4. The arbitral proceedings, any information provided in the arbitral proceedings, and the resulting arbitral award, shall be subject to the confidentiality provisions set out in Clause 7.