Terms and Conditions
Last Updated April 3, 2025
Houndify API License Terms and Conditions
Thank you for your interest in building a software application that utilizes the Houndify Cloud Service (as defined below).
BY CLICKING THAT YOU ACCEPT THESE HOUNDIFY LICENSE TERMS AND CONDITIONS (THIS “AGREEMENT”) OR BY OTHERWISE PROCEEDING TO USE THE HOUNDIFY SOLUTION, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOUR AGREEMENT IS AN ESSENTIAL CONDITION FOR ANY USE, ACCESS, INTERFACE, OR RETENTION OF THE HOUNDIFY SOLUTION, AND IF YOU DO NOT AGREE, YOU MAY NOT DO SO.
THIS AGREEMENT IS A LEGALLY BINDING AGREEMENT BETWEEN SOUNDHOUND, INC. (“SOUNDHOUND”) AND THE PERSON AGREEING TO THESE TERMS (“YOU”). IF YOU USE OR ARE ENGAGING IN ACTIVITIES UNDER THIS AGREEMENT FOR A BUSINESS OR CORPORATE ENTITY (“COMPANY”), WHETHER AS AN EMPLOYEE, PRINCIPAL, MANAGER, DIRECTOR OR CONTRACTOR, THE TERM “YOU” INCLUDES ANY ENTITIES THAT YOU REPRESENT, AND THIS AGREEMENT IS BINDING ON BOTH YOU AS AN INDIVIDUAL AS WELL AS ANY COMPANY PERSONNEL WHO UTILIZE THE LICENSES GRANTED OR SERVICES PROVIDED UNDER THIS AGREEMENT. IN ADDITION, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH COMPANY, AND THAT SUCH COMPANY HAS AUTHORIZED YOU TO ENTER THIS AGREEMENT ON ITS BEHALF.
SECTION 16 OF THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, SECTION 16 SETS FORTH ARBITRATION TERMS WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN YOU AND SOUNDHOUND TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. BY ENTERING THE AGREEMENT (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST SOUNDHOUND ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS. THIS AGREEMENT COULD AFFECT YOUR RIGHT TO PARTICIPATE IN PENDING PROPOSED CLASS ACTION LITIGATION. PLEASE SEE SECTION 16 FOR MORE INFORMATION.
1. DEFINED TERMS In addition to other terms that may be defined herein, the following terms, when capitalized and in singular or plural form, as appropriate, will have the meanings set forth as follows:
1.1 “Affiliates” means any present or future corporation or other legal entity or individual person that controls, is controlled by or is under common control with a party (where control means (i) ownership of more than 50% of the shares, equity interest or other securities entitled to vote for election of directors, or (ii) the authority to direct management).
1.2 “API Key” means a unique alpha-numeric code, issued by SoundHound, specific to the Houndify Cloud Service when calling a Houndify API.
1.3 “API Materials” means each Houndify API and all Documentation and Software, collectively.
1.4 “Application” means the individual end user/consumer software application You develop that interfaces with the Houndify Cloud Service.
1.5 “Data” means any Recordings or other information relating to, or provided by, You or end users, communicated to SoundHound as a result of your Application or use of the Houndify Solution.
1.6 “Documentation” means documentation that SoundHound provides or otherwise makes available to You in connection with the Solution.
1.7 “Feedback” will have the meaning set forth for such term in Section 7.
1.8 “Houndify API” means the application programming interface that SoundHound provides to You to enable the Application to access the Houndify Cloud Service.
1.9 “Houndify Cloud Service” means the digital platform provided by SoundHound that allows end users to search for, interact with, and access information on their mobile devices, using the sound of their voices or text search.
1.10 “Houndify Solution” means the API Materials and Houndify Cloud Service.
1.11 “Intellectual Property Rights” means copyright rights, trademark rights, patent rights, trade secrets, moral rights, rights of publicity, right of privacy, data rights, authors’ rights, contract and licensing rights, goodwill and all other intellectual property rights as may exist now or hereafter come into existence and all renewals and extensions thereof, worldwide.
1.12 “Personnel” means any employees, officers, directors, contractors or other agents of You or Your Affiliates.
1.13 “Recordings” means audio recordings of end users’ voice interactions with an Application, including searches for information that are conducted by voice, responses given by voice to Application prompts, and instructions or commands given by voice to control the Application.
1.14 “Service Provider” means a vendor that provides technology solutions and/or services to SoundHound.
1.15 “Software” means (i) the software provided to You by SoundHound and licensed under this Agreement, including the software development kit(s) for: certain features, related libraries and headers and certain sample application(s) in human readable (source code) form or binary form; and (ii) additional software, if any, that SoundHound provides to You relating to the Houndify Cloud Service. For avoidance of doubt, the Software does not include any software utilized to provide the Houndify Cloud Service that is not provided in object code form to You. The contents of the Software may vary by feature and for platform specific versions.
1.16 “Term” means the period commencing upon the earlier of Your accept of this Agreement and Your first access of the Houndify Solution, and expiring upon any termination in accordance with Section 13.1.
2. LICENSE GRANTS
2.1 Use of API Key. Each Application requires an API Key to make calls to the Houndify Cloud Service. You may obtain an API Key through signing up for the Houndify Cloud Service through a website offered by SoundHound. SoundHound has the right to monitor Your use of the Houndify API and any API Key to verify Your use is in compliance with this Agreement and if its use is non-compliant, SoundHound has the right to immediately revoke Your access to the Houndify API or the API Key.
2.2 License to API. Subject to Your compliance with this Agreement and its restrictions, SoundHound hereby grants to You a personal, non-exclusive, non-sublicensable, non-transferable, revocable license solely during the Term and in countries that are not “Sanctioned Destinations” subject to Export Administration Regulations ], solely to:
a) internally access and use the API Materials in accordance with the Documentation solely for the purposes of developing, testing, and supporting the Application to interface with the Houndify Cloud Service via the Houndify API;
b) internally reproduce and modify the sample code portions of the Houndify API (“Sample Code”) solely as a component of the Application;
c) internally reproduce, link and redistribute the binary library portions of the Houndify API (collectively, “Redistributable Libraries”) solely as a component of the Application; and
d) distribute the Sample Code and Redistributable Libraries only in object code form as a component of the Application.
2.3 Alpha/Beta Releases. If SoundHound provides you with API Materials that are designated by SoundHound as an “alpha” or “beta” release You acknowledge that any such API Materials are a prerelease or experimental version and may not be at the level of performance and compatibility of a final product. The API Materials may not operate correctly and SoundHound may substantially modify the API Materials or withdraw them completely. You will not perform any significant development or testing using alpha or beta versions of the API Materials, and SoundHound disclaims all liability or responsibility for any results if you do so.
2.4 Copies. In addition to any rights expressly provided above, subject to and conditioned upon Your compliance with this Agreement, You may make a reasonable number of copies of the Software solely for backup purposes, provided that You reproduce all copyright and other proprietary notices that are on the original copy of the Software. You will not make more copies of the Software than specified in this Agreement.
2.5 Third Party Programs. The Software may contain third party programs, including software licensed under open source terms. The license terms associated with those programs apply to Your use of them, and in some instances such programs cannot be used or further distributed without a license from the respective owner of such programs. The delivery of the Software does not convey a license, nor imply any rights, to use third party programs. A separate and independent license for such use may be required and You are solely responsible (i) to verify whether such license is needed in conjunction with Your use of such third party programs and (ii) for obtaining any necessary license from such owner with respect to any such use. If applicable, certain third party notices may be made available at https://soundhound.com/hound-third-party or accompanying the Software (e.g., available in the Software readme files).
2.6 Retention of Rights. The API Materials are licensed and not sold to You. You acknowledge and agree that nothing in this Agreement will convey, assign, or otherwise transfer to You, Your Affiliates or Your Personnel any title or ownership rights in any part of the Houndify Solution.
3. PROVISION OF API
3.1 Right to Modify. SoundHound reserves the right to modify any API Materials, and to release subsequent versions of the API Materials, in accordance with the remainder of this Section 3. You acknowledge and agree that You may be required to obtain and use the most recent version of the API Materials in order for Your Application to continue to function with the Houndify Solution.
3.2 Outages. In the event of an emergency, critical failure, suspected critical failure, loss of license or a security breach, without limiting any other right of SoundHound hereunder, SoundHound reserves the right to modify, suspend or discontinue the Houndify Solution at any time without notice or liability to You. In all other cases, should SoundHound elect to modify or suspend the Houndify Solution due to a planned change, it will use commercially reasonable efforts to give You appropriate prior written notice of any such modification or suspension.
3.3 No Support Obligation. SoundHound has no obligation to provide users or end users of Your Application with support, software upgrades, enhancements, or modifications to the Houndify Solution. You acknowledge and agree that You are solely responsible for providing user and end-user support and any other technical assistance for Your Application.
4. APPLICATIONS
4.1 Permissions. You represent and warrant that You will maintain all necessary rights, permissions and licenses, if any, in content, material, Data, Recordings or code appearing, used, stored, recorded or displayed in or using any of the Applications and that the Applications will be in full compliance with all terms of applicable platform requirements (e.g., terms imposed by Apple and Google on developers and parties utilizing their respective technology platforms, marketplaces, etc.). If You are using third party IDs or other third party services or offerings (each, a “Third Party Service”) to interact with the Houndify Solution, You must at all times be in compliance with all agreements, policies and other terms applicable to use of those Third Party Services.
4.2 Application Restrictions. You will not, and you will not permit Your Personnel to, directly or indirectly:
4.2.1 modify, adapt, translate, decompile, disassemble, reverse engineer, reverse assemble, analyze, or otherwise examine, prepare derivative works of, modify, or attempt to derive source code or underlying algorithms from the Houndify Solution;
4.2.2 include any viruses, worms, Trojan horses, keylock, keylogger, or any other harmful code that could, in SoundHound’s sole discretion, affect the Houndify Solution;
4.2.3 copy, distribute, reproduce, sell, resell, lend, lease, rent, use, or allow access to the Houndify Solution except as explicitly permitted under this Agreement;
4.2.4 use any content available through the Houndify Solution to populate any other sites, applications, or services or to create a service substantially similar to the Houndify Solution or otherwise directly or indirectly build such a service, or to build developer tools, such as middleware, for the Houndify Cloud Service;
4.2.5 interfere or attempt to interfere in any manner with the proper functioning of the Houndify Solution;
4.2.6 use the Houndify Solution for any illegal or unauthorized purpose, including the infringement, violation, or misappropriation of any third party’s Intellectual Property Rights or other proprietary rights;
4.2.7 remove, obscure, or alter any notice of patent, copyright, trademark, or other proprietary right appearing on the Houndify Solution;
4.2.8 use the Houndify Solution other than for its intended purpose as expressly set forth in the Documentation;
4.2.9 attempt to conceal Your personal identity or Your Application’s identity when requesting authorization to use the Houndify Solution;
4.2.10 knowingly use the Houndify Solution in a manner that adversely impacts the Houndify Solution or the stability of SoundHound’s servers or adversely impacts the performance of the Houndify Solution for other clients or applications using the Houndify Solution, in SoundHound’s sole determination;
4.2.11 use the Houndify Solution in such a way that brings the Houndify Solution or SoundHound’s brands, trademarks, logos, names, reputation or goodwill into disrepute;
4.2.12 exceed the amount of bandwidth, storage, or processing power as determined by SoundHound in its sole discretion or use the Houndify Solution in a manner that exceeds any quota limitations as set by SoundHound in its sole discretion;
4.2.13 include content or materials (text, graphics, images, photographs, video, sounds, etc.) in Your Application that comprise, constitute, or depict any of the following: (i) profanity, nudity, pornographic or obscene images or explicit sexual themes; (ii) defamatory, libelous, racist or discriminatory statements; (iii) material that is unnecessarily violent or dangerous to use; or (iv) material that is illegal or objectionable;
4.2.14 store any Recordings locally on an end user’s mobile device or on any servers or other memory drives that are not SoundHound’s servers or memory drives (all Recordings must be sent to SoundHound);
4.2.15 conduct any benchmark or stress tests, cause or permit automated queries on the API or publish any performance data relating to the Houndify Solution, or otherwise input data for purposes other than Your authorized use of the Houndify Solution;
4.2.16. use any part of the Houndify Solution in conjunction with any other voice recognition software or permit Your Application to use any other voice recognition services if it uses the Houndify Solution;
4.2.17. permit any person, other than your authorized Personnel who are developing an Application and who understand and are bound to comply with the terms of this Agreement, to access or use your credentials to use the Houndify Solution (“Your Credentials”); or
4.2.18 send any information about anyone under the age of 13 years old (or the applicable legal age in your jurisdiction) without appropriate consents required under applicable laws and regulations.
4.3 License to SoundHound. You hereby grant to SoundHound and SoundHound’s Affiliates a non-exclusive, royalty-free, worldwide license during the Term under all of Your Intellectual Property Rights, to use, reproduce, display, and execute all of Your Applications for internal review and the development and testing of the Houndify Solution; and demonstrations the Houndify Solution, its capabilities, or functionalities, to third parties. Further, SoundHound and its Affiliates may display in any media whatsoever Your name, the name of the Applications and any marks or logos associated with the Applications for purposes of marketing and promoting Your Application and the products and services of SoundHound and its Affiliates.
4.4 Your Obligations. You will include legally enforceable provisions that are appropriate to Your Application. You will cooperate with SoundHound to ensure that such provisions:
4.4.1 Include all terms, disclosures, and information necessary to comply with the terms of this Agreement and any applicable laws, rules, and regulations in any jurisdiction where the Houndify Cloud Service is distributed, including data privacy laws, laws governing Your use of end user data and providing information using artificial intelligence, and any foreign laws or treaties (“Applicable Law”);
4.4.2 Reflect terms and conditions agreed by You and SoundHound that adequately protect both Your ability and SoundHound’s ability to conduct activities with end user data as contemplated by this Agreement, including each end user’s consent to the collection, processing, storage and use of Data by SoundHound, its Affiliates and its Service Providers, expressly including Recordings, from the Houndify Solution and the transfer of such Data, to and between SoundHound, its Affiliates and Service Providers (which may be in the United States or in other countries). Such consent, in each case, must grant SoundHound the right to (i) provide the Houndify Cloud Service to You and Your end users, (ii) provide or facilitate new products, services, technologies, updates, enhancements and other services, (iii) improve, optimize, troubleshoot, and create bug fixes for the API, the Houndify Cloud Service and other products and services that SoundHound provides, and train voice and generative artificial intelligence services provided by SoundHound (“SoundHound Business Purposes”);
4.4.3 Provide notice to end users of all uses described under this Section 4.4, including SoundHound Business Purposes, and a link to SoundHound’s privacy policy for third-party products and applications;
4.4.4 Where permitted by applicable law, binds end users to arbitrate claims and waive the right to pursue such claims on a class action basis in a manner similar to the provisions of Section 16 (and identifying SoundHound as a third party beneficiary).
4.4.5 Grant to SoundHound of an irrevocable, perpetual, non-exclusive, transferable, royalty-free, sublicensable, worldwide license during the term of the agreement between You and that end user, to use, modify, reproduce, publicly display, publicly perform, distribute, store, collect, copy, transmit, transfer, process and make derivative works of that user’s Data in accordance with the SoundHound Business Purposes;
4.4.6 Obtain acknowledgement from Application end user that You do not and will not represent that SoundHound will delete or de-identify copies of the end user’s Data, and SoundHound may retain archival or server copies of the Data for SoundHound Business Purposes;
4.4.7 Notify the end user that as a customer of Your services, the collection, use and sharing of end users personal data is also subject to the Application Privacy Policy and any updates thereto;
4.4.8 Notify the end user that Your Application may incur data usage charges in varying amounts, based on variable factors which include the number of interactions of Your Application with the Houndify Solution; and
4.4.9 Notify the end user that Your Application is not suitable for emergency uses and relies on software that may not comply with federal E911 regulations.
4.5 SoundHound Access. You will provide SoundHound with access to Your Application and other materials related to Your use of the Houndify Solution as reasonably requested by SoundHound in order for SoundHound to verify Your compliance with this Agreement. You agree that SoundHound may survey Your Application and You will not block or interfere with such efforts.
4.6 Updates. You hereby consent and agree to receive updates about products and services, promotions, special offers, news and events from SoundHound, SoundHound Affiliates and other third parties by email, regular mail, text, phone or other electronic means.
4.7 SoundHound Marketplace. SoundHound provides a feature where the goods or services of multiple merchants are offered to end users of automobiles and other devices through which end users may interact (the “SoundHound Marketplace”) and You consent, if SoundHound in its sole and absolute discretion selects Your Application, to having Your Application offered through the SoundHound Marketplace. SoundHound reserves the right, in its sole and absolute discretion, to remove any references to You or Your Application from the SoundHound Marketplace if SoundHound determines that such goods, services, or content does not meet and maintain certain eligibility requirements for the SoundHound Marketplace as communicated by SoundHound. Access to Your Application through the SoundHound Marketplace is not a required component of the Houndify Solution and any such removal will not constitute a failure of SoundHound’s obligations to provide the Houndify Solution under this Agreement.
5. FEES
5.1 Pricing. Certain features of the Houndify Cloud Service may require You to pay fees. Before You pay any fees, You will have an opportunity to review and accept the fees that You will be charged. All fees are non-refundable. For those features that require payment of fees, You agree to pay SoundHound the fees specified on the pricing page made available at https://www.houndify.com/pricing (“Pricing Page”). All fees payable to SoundHound must be paid in accordance with the terms and conditions contained on the Pricing Page. SoundHound will make reasonable efforts to keep pricing information published on the Pricing Page up to date. SoundHound encourages You to check the Pricing Page periodically for current pricing information. SoundHound may change the fees for any feature of the Houndify Cloud Service, including additional fees or charges, if SoundHound gives You advance notice of changes before they apply. SoundHound, at its sole discretion, may make promotional offers with different features and different pricing to any of SoundHound’s customers. These promotional offers, unless made to You, will not apply to Your offer or this Agreement. Except as otherwise provided on the Pricing Page, any amount not paid when due will be subject to finance charges equal to the lesser of (a) 1.5% of the unpaid balance per month or (b) the highest rate permitted by Applicable Laws, in each case, as determined and compounded daily from the date due until the date paid. You will reimburse any costs or expenses (including reasonable attorneys’ fees) incurred by SoundHound to collect any amount that is not paid when due. All amounts payable under this Agreement are denominated in United States dollars, and You will pay all such amounts in United States dollars. You agree that SoundHound may suspend Your access to the Houndify Cloud Service if You fail to timely pay fees due to SoundHound, or, in SoundHound’s sole discretion, terminate your access account or this Agreement.
5.2 Authorization. You authorize SoundHound to charge all sums for the orders that You make and any paid feature of the Houndify Cloud Service that You select as described in this Agreement or published by SoundHound, to the payment method specified in Your account. If You pay any fees with a credit card, SoundHound may seek pre-authorization of Your credit card account prior to Your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover Your purchase.
5.3 Subscription Service. Paid features of the Houndify Cloud Service may be structured to include automatically recurring payments for periodic charges (“Subscription Service”). If You activate a Subscription Service, You authorize SoundHound to charge periodically, on a going-forward basis and until cancellation of either the recurring payments or Your account, all accrued sums on or before the payment due date for the accrued sums. The “Subscription Billing Date” is the date when You purchase Your first subscription to the Houndify Cloud Service. For information on the “Subscription Fee,” please see the Pricing Page. Your account will be charged automatically on the Subscription Billing Date all applicable fees for the next subscription period on a non-cancellable, non-refundable basis. The subscription will continue unless and until You cancel Your subscription or SoundHound terminates it. You must cancel Your subscription before it renews in order to avoid billing of the next periodic Subscription Fee to Your account. SoundHound will bill the periodic Subscription Fee to the payment method You provide to us during registration (or to a different payment method if You change Your payment information). You may cancel the Subscription Service by clicking the “unsubscribe” link in Your account or by contacting us at: support@houndify.com.
5.4. Records and Audit. You will maintain sufficient books and records to permit verification of (i) payment of all fees due under this Agreement, and (ii) your compliance with all requirements for use of the SoundHound Solution. You will permit SoundHound to examine these books and records, directly or through a designated third party representative, during regular business hours upon receiving prior notice of three (3) business days. In the event such inspection reveals that You have failed to pay all fees due, then You will immediately pay the amounts due upon demand, subject to the rates set forth in Section 5.1 above for delayed payment. If such inspection reveals any other failure to comply with the terms of this Agreement, You will promptly deliver to SoundHound a plan for correcting any compliance failures as soon as reasonably practicable, and, if requested by SoundHound, cease offering the Application until such failures are remedied.
6. OPEN SOURCE SOFTWARE RESTRICTIONS
6.1 General Restriction. You must not, and You must ensure that Your Personnel do not, incorporate, link, distribute or use any third party software or code in conjunction with (i) the Software (ii) any software, products, documentation, content or other materials developed using the Software, or (iii) any derivative works that You make using the source code portions of the Software (if any), in such a way that: (a) creates, purports to create or has the potential to create, obligations with respect to the Software, including the distribution or disclosure of any source code; or (b) grants, purports to grant or has the potential to grant to any third party any rights to or immunities under any Intellectual Property Rights or proprietary rights of SoundHound or its Affiliates, including as such rights exist in or relate to the Software.
6.2 Prohibited Code. Without limiting the generality of Section 6.1, You must not, and You must ensure that Your Personnel does not, incorporate, link, distribute or use (1) the Software, (2) any software, products, documentation, content or other materials developed using the Software, nor (3) any derivative works that You or Your Personnel make using the source code portions of the Software (if any), with any code or software licensed under any version of the GNU General Public License (“GPL”), Affero General Public License (“AGPL”), Lesser General Public License (“LGPL”), European Union Public License (“EUPL”), Apple Public Source License (“APSL”), Common Development and Distribution License (“CDDL”), IBM Public License (“IPL”), Eclipse Public License (“EPL”), Mozilla Public License (“MPL”) or any other open source license, in any manner that could cause or could be interpreted or asserted to cause the Software (or any modifications thereto) to become subject to the terms of the GPL, AGPL, LGPL, EUPL, APSL, CDDL, IPL, EPL, MPL or such other open source license.
6.3. Limit to License. You or Your Personnel do not receive any rights to use Software or copies thereof in a manner that will cause any Intellectual Property Rights which are owned or controlled by SoundHound or any of its Affiliates (or for which SoundHound or any of its Affiliates has received license rights) to become subject to any encumbrance or terms and conditions of any third party or open source license (including any open source license listed on http://www.opensource.org/licenses/alphabetical) (each an “Open Source License”).
6.4 No Waiver. The restrictions, limitations, exclusions and conditions set forth in this Section 6 apply even if SoundHound or any of its Affiliates becomes aware of or fails to act in a manner to address any violation or failure to comply therewith.
7. FEEDBACK
You agree to report promptly to SoundHound all bugs You or Your Personnel encounter with the Houndify Solution, along with Your logs, steps to reproduce such bugs, and experiences regarding the performance and use of the Houndify Solution. All data, feedback and other information related to or in connection with the Houndify Solution however learned and by whomever collected or provided (collectively, “Feedback”), are, as between SoundHound and You, the confidential and proprietary information of SoundHound and subject to Section 9 (Confidentiality). Feedback may be used by SoundHound for any purpose at any time (including after the Term) without payment or attribution to You.
8. PRIVACY; DATA COLLECTION AND USE; LEGAL COMPLIANCE
8.1 Data, Non-Interference and Right to Use. You acknowledge and agree that the collection, processing, storage, transfer and use through the Houndify API by SoundHound of Data, are required in order for SoundHound to provide the Houndify Cloud Service to You and Your end users, and that SoundHound may collect, process, store, transfer and use Data for the purposes set forth in this Agreement. You understand and agree that You and Your Personnel will not alter, surveil, intercept, inhibit, direct, or otherwise interfere with the transmission of Data to SoundHound and its Affiliates in connection with your use of the Houndify Solution. You further agree that You and those working on Your behalf, will not directly access any Data that is stored in a private data store by the API Materials on an end user’s device, apart from any access provided by SoundHound. You agree that SoundHound may use the Data for SoundHound Business Purposes. You will satisfy any obligations You may have to Your end users under Applicable Law concerning access, correction, and deletion rights and You will fully cooperate with SoundHound in doing so and enabling SoundHound to satisfy its own obligations. If You elect to receive third party information or content (such as restaurant reviews, weather information, etc.) in connection with Your use of the Houndify Cloud Service, You understand that SoundHound may share Your contact information with the third party providers of the information and content that You receive.
8.2 Your Privacy Policy. You will implement, make accessible via a clear and prominent link on each Application, and abide by an appropriate privacy policy (“Application Privacy Policy”). You will be solely responsible for ensuring Your compliance with the Application Privacy Policy, and that use of the Application, and the terms related to use of the Application by end users, does not conflict with and is not inconsistent with Applicable Law.
8.3. Required Notice to SoundHound. If You become aware that a user who is under the age of 13 (or the applicable legal age in your jurisdiction) has provided SoundHound with information without the appropriate permissions, or if You are requested to delete certain data at the request of an end-user, You will immediately contact SoundHound at privacy@soundhound.com. SoundHound will address any such request within a reasonable period and where required by law, will delete such data within a reasonable amount of time.
8.4 Legal Compliance. You represent and warrant that the use of the Houndify Cloud Services by You and Your Personnel, the use and distribution of each Application, and the Application Privacy Policy(ies) comply with all Applicable Law.
9. CONFIDENTIALITY
You hereby acknowledge and agree that the API Materials, Feedback, and all information received about the Houndify Solution, are, as between You and SoundHound, confidential and proprietary to SoundHound. Except as expressly permitted in this Agreement, You will not, and will ensure that Your Personnel will not, disclose, or permit the disclosure of, any confidential or proprietary information of SoundHound in any form or any information relating thereto to any third party without SoundHound’s prior written permission. You may not use any SoundHound confidential or proprietary information for any purpose except to the extent expressly permitted in this Agreement. You further acknowledge and agree that any unauthorized use or disclosure of the Houndify Solution or other SoundHound confidential or proprietary information would cause irreparable harm and significant injury to SoundHound that would be difficult to ascertain or quantify. Accordingly, You agree that SoundHound will have the right, without posting bond or proof of future damages, to seek and obtain injunctive or other equitable relief in any court of competent jurisdiction to enforce the terms of this Agreement and without limiting any other rights or remedies that SoundHound may have.
10. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
10.1 DISCLAIMER OF WARRANTIES. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE HOUNDIFY SOLUTION IS AT YOUR SOLE RISK. THE HOUNDIFY SOLUTION AND TECHNICAL SUPPORT, IF ANY, ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, SOUNDHOUND, ITS SERVICE PROVIDERS, LICENSORS AND EACH OF THEIR RESPECTIVE AFFILIATES, SPECIFICALLY DISCLAIMS ANY AND ALL STATUTORY OR IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SAFETY OF THE INTENDED FUNCTION, TITLE, AND NON-INFRINGEMENT. SOUNDHOUND AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT THE FUNCTIONS CONTAINED IN THE HOUNDIFY SOLUTION WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE HOUNDIFY SOLUTION WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE HOUNDIFY SOLUTION WILL BE CORRECTED.
10.2 LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL SOUNDHOUND, ITS AFFILIATES, SERVICE PROVIDERS, LICENSORS OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING ANY DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, OR LOSS OF DATA) ARISING OUT OF OR IN CONNECTION WITH OR RELATED TO THIS AGREEMENT OR ANY DOWNLOAD, INSTALLATION OR USE OF, OR INABILITY TO USE, THE HOUNDIFY SOLUTION, EVEN IF SOUNDHOUND HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOUNDHOUND’S CUMULATIVE LIABILITY ARISING FROM THE SERVICES, PRODUCTS AND SOFTWARE PROVIDED HEREUNDER, WHETHER FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT, INDEMNIFICATION, CONTRIBUTION OR OTHERWISE, WILL BE LIMITED TO THE DIRECT DAMAGES RECOVERABLE UNDER LAW AND WILL NOT TO EXCEED $50 USD. YOU HEREBY RELEASE SOUNDHOUND, ITS AFFILIATES, SERVICE PROVIDERS, LICENSORS AND EACH OF THEIR RESPECTIVE AFFILIATES, FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS IN EXCESS OF THIS LIMITATION. ALL CLAIMS BY YOU, WHETHER IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE, MUST BE BROUGHT WITHIN ONE YEAR FROM THE DATE THE CAUSE OF ACTION ACCRUES. THIS LIMITATION OF LIABILITY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT AND SUPERSEDES ANY PROVISION IN THIS AGREEMENT THAT MAY CONFLICT.
11. INDEMNITY
11.1 Your Indemnification Obligation. You will indemnify and hold harmless SoundHound, its Affiliates and licensors, and each of their respective officers, directors, employees, agents and successors and assigns (each, a “SoundHound Indemnitee”), from and against any and all claims, actions, suits, demands, causes of action, losses, liabilities, damages, costs and expenses, incurred or otherwise suffered by each SoundHound Indemnitee (including to costs of defense, investigation and reasonable attorneys’ fees) arising out of, resulting from or related to (i) the download, installation, duplication, storage, execution, display, performance, making of derivative works, use or distribution or transfer of any Application or related documentation or any content or materials or derivative works or products used by or in the Applications by any person or entity; (ii) the collection, processing, storage or use of Data by, or transfer of Data to, a SoundHound Indemnitee, Affiliate or Service Provider, or Your failure to fulfill your legal or contractual obligations with respect to your acquisition or custody of such Data; (iii) any breach of this Agreement; (iv) any unauthorized use of Your Credentials by any person to whom you have permitted access, whether knowingly or otherwise, or (v) any use, reproduction or distribution of the Houndify Solution, as modified or integrated by You, or by Your Personnel on Your behalf, that causes an infringement of any patent, copyright, trademark, trade secret or other intellectual property, publicity or privacy right of any third parties arising in any jurisdiction anywhere in the world.
11.2. Exception. To the extent a claim arises solely as a result of Your use of an unmodified and most-recently updated version of the API Materials received from SoundHound, and not due to any functionality or interaction with Your Application, You will not be obligated to indemnify a SoundHound Indemnitee under Section 11.1; provided, that you fully cooperate with SoundHound in the defense of any such claims.
11.3 SoundHound Indemnity. SoundHound HAS NO OBLIGATION TO DEFEND, INDEMNIFY OR HOLD YOU OR YOUR PERSONNEL HARMLESS UNDER THIS AGREEMENT.
12. USE OF NAME AND TRADEMARKS
12.1 Use of SoundHound Name and Marks. The API Materials may embed the trade names, trademarks, service marks, logos domain names and other distinctive brand features of SoundHound, its Affiliates or third parties (“Marks”). When such attribution is embedded, such as a “powered by” logo included in the user interface or when otherwise required by SoundHound, You must display it as provided or otherwise described in the API Materials or other instructions provided by SoundHound and may not delete or in any manner alter these Marks. Except as set forth in the preceding sentence, You will not, and will ensure that Your Personnel does not, display or make any use of SoundHound or its Affiliates’ names, marks or logos in connection with the Application without the prior written approval of SoundHound. All permitted uses of the Marks must be in accordance with SoundHound’s trademark usage guidelines (as may be updated from time to time by SoundHound), available from SoundHound upon written request. You will not, and You will ensure that Your Personnel does not, display the Marks in any manner that falsely expresses or implies that the Application or any content transmitted via the Application is sponsored or endorsed by SoundHound.
12.2. Right to Monitor. SoundHound has the right to monitor the quality of all of Your Applications and has the right to take all action that it deems necessary to ensure that Your activities under and uses of the Marks are consistent with the reputation for quality and prestige of products bearing and service performed under the Marks.
13. TERM AND TERMINATION; SURVIVAL
13.1 Termination. The licenses granted to You by SoundHound will terminate immediately and automatically, with or without notice, if You or Your Personnel fail to comply with any provision hereof. Additionally, SoundHound may at any time terminate this Agreement, either with or without cause, upon notice to You. You may terminate this Agreement upon written notice to SoundHound, effective only after You have certified Your compliance with Section 13.2 below.
13.2 Effect of Termination. Upon termination of the Agreement, You will delete all copies of the API Materials, Feedback and all related information in possession or control of You or Your Personnel and upon SoundHound’s request, certify such destruction and deletion.
13.3 Survival. Sections 1 (Defined Terms); 2.7 (Retention of Rights); 5 (Fees), 6 (Open Source Software Restrictions); 7 (Feedback); 8 (Privacy; Data Collection and Legal Compliance); 9 (Confidentiality); 10 (Disclaimer of Warranties; Limitation of Liability); 11(Indemnity); 12.1 (Use of SoundHound Name and Marks); 13 (Term and Termination; Survival); and 14 (Governing Law; Venue) through 18 (Miscellaneous) will survive the termination of this Agreement.
14. GOVERNING LAW
This Agreement is governed by and interpreted in accordance with the laws of the state of California, United States of America, without giving effect to its conflict of law provisions.
15. SEVERABILITY
If any provision (or portion of a provision) of this Agreement will be held to be illegal, invalid, or unenforceable, the legality, enforceability, or validity of the remaining provisions (or portion of the applicable provision) of this Agreement will not be affected.
16. ARBITRATION; DISPUTE RESOLUTION
16.1 Except for actions by SoundHound for equitable or injunctive relief to enforce the terms of this Agreement, all claims or disputes between SoundHound and You arising out of or relating to this Agreement or any agreements incorporating this Agreement will be submitted to binding arbitration to be finally settled by arbitration. The arbitration will be submitted before JAMS under its comprehensive arbitration rules and procedures found here: https://www.jamsadr.com/rules-comprehensive-arbitration/, and will take place at the tribunal offices in San Jose, California.
16.2 The arbitration will take place with a single arbitrator. The award rendered by the arbitrator will be final and specifically enforceable under applicable law. The arbitrator’s award may be enforced by any court of competent jurisdiction.
16.3 You and SoundHound each hereby waive the right to have any dispute between You and SoundHound resolved in a court of law. No arbitration arising out of or relating to this Agreement may include, by consolidation, joinder or in any other manner, any person or entity not a party to this Agreement. Neither party will appeal the award nor seek review, modification, or vacation of the award in any court or regulatory agency. The arbitrator will award to the prevailing party, if any, as determined by the arbitrator, all of its costs and fees, which will include, and only include, the arbitrator’s fees, administrative fees, reasonable travel expenses, and other out-of-pocket expenses directly related to conducting the arbitration, such as reasonable costs of copying and printing, telecommunications, witness fees and attorneys’ fees, in each case, only to the extent incurred prior to the arbitration award.
16.4 Where the arbitration provisions of this Agreement are inapplicable, and except for actions for injunctive relief, any legal action brought under or in conjunction with this Agreement and any agreements that incorporate this Agreement, must be brought in the state or federal courts residing in the County of Santa Clara in the State of California and the prevailing party in such action will be entitled to recover its reasonable attorneys’ fees and costs from the other party. Solely under such circumstances, each party irrevocably submits to the jurisdiction of such courts and waives any objections to laying venue therein.
16.5 Solely to the extent required by applicable law, if, notwithstanding the arbitration provisions in Section 16.1-16.4 above, You are permitted to litigate in a court of law any dispute arising out of or relating to this Agreement or other agreement that incorporates this Agreement, You agree such litigation will be conducted solely on an individual basis, and You may not to seek to have any controversy, claim or dispute heard as a class action, a representative action, a collective action, a private attorney-general action, or in any proceeding in which You act or proposes to act in a representative capacity (“Litigation Class Action Waiver”). You further agree that no proceeding will be joined, consolidated, or combined with another proceeding, without the prior written consent of all parties to any such proceeding.
17. EXPORT COMPLIANCE ASSURANCES
You represent and warrant that You, Your Personnel, and Your Affiliates will not directly or indirectly export, re-export, transfer or release any API Materials or Your Application to any destination, person, entity, or end use prohibited or restricted under US laws without respective prior US government authorization to the extent required by applicable regulation.
18. MISCELLANEOUS
18.1 No Assignment. You will not, and will ensure that Your Personnel does not, delegate, transfer or assign this Agreement or any of the rights, duties, or obligations hereunder (whether voluntarily, by operation of law or otherwise) without SoundHound’s prior written consent. Any attempted assignment, transfer or other delegation without such consent will be null and void and will constitute a material breach. SoundHound may assign this agreement at any time without obtaining Your consent. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties and their permitted successors, transferees, and assignees.
18.2 Amendment. Except to the extent that SoundHound is expressly precluded by Applicable Law, SoundHound further reserves the right to make changes to this Agreement by providing You with reasonable notice of the changes (e.g., which notice may be sent to You via e-mail at the address You provided during registration or posted on the SoundHound developer website). You will be responsible for reviewing and becoming familiar with any and all such changes. If You or Your Personnel continue to use any portion of the Houndify Solution after notice of any changes has been provided or posted, You will be deemed to have accepted any and all such changes.
18.3 Government Use. The API Materials are "commercial items" as that term is defined at 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212. Any use, modification, derivative, reproduction, release, performance, display, disclosure, or distribution of the Solution by any government entity is prohibited, except as expressly permitted by the terms of this Agreement. Additionally, any use by U.S. government entities must be in accordance with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4. If You use any part of the API Materials or Houndify Cloud Service in Your official capacity as an employee or representative of a U.S., state or local government entity and You are legally unable to accept the indemnity, jurisdiction, venue, or other clauses herein, then those clauses do not apply to such entity, but only to the extent as required by Applicable Law.
18.4 Notification and Cooperation. You will notify us promptly upon receiving a request for information, regulatory audit or investigation, claim, complaint, or allegation (“Inquiry”) relating to Your or SoundHound’s compliance with applicable privacy, data protection, and information security laws as it relates to any Data processed in connection with this Agreement. You will provide SoundHound with all such assistance in dealing with and responding to such Inquiry as SoundHound may reasonably request.
18.5 No Third Party Rights. The parties agree and confirm their mutual intention that neither this Agreement nor any of the terms of this Agreement will be enforceable by any person or entity not a direct party to it. Notwithstanding that any term of this Agreement may be or may become enforceable by a person who is not a party to this Agreement, the terms and conditions of this Agreement may be modified or amended, or this Agreement may be suspended, cancelled, rescinded, or terminated by the parties as provided in Section 18.3 without the consent of any such third party.
18.6 Interpretation. When used in this Agreement or other agreement incorporating this Agreement, (a) “including” (and any of its derivative forms) means “including without limitation”, (b) “may” means has the right, but not the obligation to do something and “may not” means does not have the right to do something, (c) “will” and “shall” are expressions of command, not merely expressions of future intent or expectation, (d) unless otherwise expressly stated, any use of disjunctive terms such as ‘or,’ ‘any,’ and ‘either’ are intended as inclusive, such that if a condition requires one of multiple propositions to be true, more than one proposition can be true and still satisfy the condition, and (e) terms defined in the singular include the plural and vice versa. This Agreement, including any agreement that incorporates it or any other exhibits or addendums thereto, will be construed without the aid of any canon or rule of law requiring interpretation against the party who drafted any applicable provision. The section headings in this Agreement are for reference purposes only and may not be construed to modify or restrict any terms of this Agreement.
Third Party Agreements
For a list of third party agreements, please visit this page.
