API EVALUATION AGREEMENT
1.1 In this Agreement the following words and expressions shall have the following meanings:
“Agreement” means the Registration Form contained in Part 1, the terms and conditions of this API Services Agreement contained in Part 2 and the Services Schedule contained in Part 3; in the event of any conflict between any parts of this Agreement, Part 2 shall take priority over Parts 1 and 3, and Part 1 shall take priority over Part 3;
“Applicable Laws” means (a) in the case of Soapbox, all laws and regulations governing the delivery of the Services from Soapbox to the Customer through the Soapbox System API; and (b) in the case of the Customer, all laws and regulations governing the promotion and use of the Client Application, the Customer’s use of the Soapbox System API and the interface between the Client Application and the End User, including all data protection and privacy laws governing the obtaining, processing and disclosure of End User Voice Data;
“Client Application” means the devices, applications, products or equipment which are used by the Customer to capture or process End User Voice Data as more particularly described in the Registration Form;
“Commencement Date” means the commencement date specified in the Registration Form;
“Communications Network” means any telecommunications, wireless, radio, television, cable, satellite or terrestrial networks currently in existence or which may be developed in the future including without limitation the Internet, intranets, extranets, mobile phones, handheld communications devices, interactive television or comparable electronic media services or platforms;
“Confidential Information” means information that (a) Soapbox or Customer designates as confidential, or (b) under the circumstances surrounding disclosure, would be considered confidential by a reasonable person familiar with the disclosing Party’s business. “Confidential Information” does not include information that: (i) is or subsequently becomes generally available without the receiving Party's breach of any obligation owed to the other Party; (ii) is or subsequently becomes known to the receiving Party from a source other than the disclosing Party and such disclosure does not result from any breach of an obligation of confidentiality owed with respect to such Confidential Information; or (iii) is independently developed without reference to any Confidential Information in any form;
“End User” means any person or entity that provides End User Voice Data which is captured or processed by a Client Application;
“End User Rights” means any legal rights conferred on End Users in relation to the End User Voice Data which are provided for under Applicable Laws, which may include, for example, rights of erasure, objection and/or access;
“End User Voice Data” means any audio files or related data, text, materials, information, reports or other content which are collected or processed by the Customer using a Client Application and which are transmitted or otherwise made available to Soapbox for processing during the delivery of the Services;
“Evaluation Period” means a period of 30 days from the date of agreement;
“Force Majeure” means any event which is outside the reasonable control of the relevant Party, including the unavailability or faulty performance of Communication Networks or energy sources, any act of God, any act or omission of governmental or other competent authority, fires, strikes, industrial dispute, riots, war, civil unrest, revolution, act of terrorism, inability to obtain materials, embargo, refusal of license, theft, destruction, denial of service (DoS) attacks, unauthorized access to computer systems or records, programs, equipment, data, or services, breakdown of plant or machinery, flood or other adverse weather conditions;
“Intellectual Property Rights” means, all intellectual property rights of any description, whether now existing or existing in the future, including without limitation, any patent, copyright, trademark, trade name, trade dress, service mark, trade secret right, database rights, publicity right, privacy right, proprietary know-how, or moral right and any other intellectual property or proprietary right in any jurisdiction and throughout the world, including any and all pending applications, issued registrations and rights of registration, reissues, divisions, continuations, continuations-in-part, substitutes, renewals, and extensions with respect thereto, and any causes of action related to any violation, infringement or misappropriation thereof;
“Programs” has the meaning in Clause 4.4;
“Registration Form” means the new client registration form in Part 1 of this Agreement;
“Services” means the services described in the Registration Form as more particularly detailed in the Services Schedule in Part 3;
“Soapbox System” means the database of children’s voices and associated speech recognition and machine learning technology which has been created by Soapbox and which is used to deliver the Services;
“Soapbox System API” means the application program interface that enables the Client Application to interface with the Soapbox System and which enables the delivery of the Services in real-time;
“Term” means the duration of this Agreement as set out in the Registration Form.
2. The Services
2.1 Soapbox agrees to provide the Services to the Customer for the Term.
2.2 While Soapbox will process the End User Voice Data within the Soapbox System for ongoing product development and enhancement purposes, Soapbox agrees that it will not take any measures to identify the individuals who are the subjects of the End User Voice Data, nor store the original End User Voice Data after the end of the Evaluation Period.
2.3 Subject to the Customer complying with Clause 3.1(e), Soapbox will provide all reasonable assistance required by the Customer to enable the Customer to respond to any End Users who exercise their End User Rights.
3. Customer Responsibilities
3.1 The Customer assumes full and sole responsibility for the following:
(a) The lawfulness, performance and security of the Client Application and all promotional materials or representations made relating to the Client Application;
(b) Ensuring the Client Application is capable of collecting the End User Voice Data and transmitting it in the format prescribed by Soapbox in the Services Schedule through the Soapbox System API;
(c) Ensuring that all necessary notices are provided to, and consents obtained from, End Users to permit Soapbox to:
(i) provide the Services;
(ii) retain the End User Voice Data within the Soapbox System for product development and enhancement purposes during the Evaluation Period;
including, where required by Applicable Laws, obtaining any consents from parents, guardians or holders of parental responsibility;
(d) Ensuring that all processes and information are provided to the End User to enable them to exercise any End User Rights;
(e) To inform Soapbox in a timely manner of any requests by any End Users to exercise their End User Rights where such requests confer a legal obligation on Soapbox to erase or cease processing of any End User Voice Data relating to the End User in question, including providing all particulars of the request which are reasonably required by Soapbox to enable Soapbox to identify the End User Voice Data in question and to respond;
(f) At all times operating within the terms and conditions of all agreements, representations and Applicable Laws governing the End User;
(g) Ensuring that all necessary licenses, registrations and authorizations from data protection, product regulation and other supervisory authorities and regulators are in place prior to using the Services;
(h) Providing true, accurate and complete registration information on the Registration Form and maintaining and promptly updating its information as applicable; and
4. Installation of the API and Acceptance Testing
4.1 In order to avail itself of the Services, the Customer must, at its own cost, integrate the Client Application and other systems in accordance with the reasonable technical instructions, API documentations, and sandbox environment provided by Soapbox.
4.2 If the Customer encounters any issues in relation to the integration process, the Customer shall contact Soapbox in the manner set out in the Services Schedule.
4.3 If the Parties agree to integrate the Soapbox products into Customer’s products, the Parties shall create a separate agreement.
4.4 The Customer may access the Soapbox System API and Soapbox’s technical references, application programming interfaces (APIs) and other software (“Programs”) free of charge from https://developer.soapboxlabs.com/Developers. Because the Programs are licensed free of charge, Soapbox provides the Programs “as is” without any warranty of any kind, either expressed or implied, including, but not limited to, any implied warranties of satisfactory quality and fitness for a particular purpose. The entire risk as to the quality and performance of the Programs is with the Customer.
5. Username, Password and Shared Secret
5.1 On completion of the Registration Form, Soapbox shall issue the Customer with a Username, Password and API key which is unique to the Customer (“API Key”). It is the Customer’s responsibility to keep its Username, Password and API secure.
5.2 A Username, Password or API Key may not be shared with any other party. Other users of the Customer’s Username, Password or API Key shall be bound by this Agreement as if they were the Customer and the Customer shall be responsible for their acts and omissions under the terms of this Agreement as though such acts and omissions had been carried out (in the case of acts) or omitted to be carried out (in the case of omissions) by the Customer. The Customer agrees to immediately notify Soapbox of any unauthorised use of its Username, Password or API Key or any other breach of security or breach of this Agreement of which the Customer becomes aware.
6. Licenses and Intellectual Property Rights
6.1 Where the Soapbox System API and the Programs referred to in Clause 4.4 are supplied and/or configured by Soapbox pursuant to this Agreement for use by the Customer in connection with the Client Application or the Customer’s systems, Soapbox grants the Customer a limited, personal, non-exclusive, worldwide, non-transferable, non-sub-licensable license to use the Soapbox System API and the Programs solely for the purpose of availing of the Services pursuant to this Agreement during the Term and for no other purpose whatsoever. Immediately upon the expiry or termination of this Agreement, the Customer shall cease all use of the Soapbox System API and the Programs.
6.2 The Soapbox System contains the valuable Intellectual Property Rights of Soapbox which are constantly being further developed and enhanced. Except as expressly provided under Clause 6.1, Soapbox does not grant the Customer any rights, interest, title or licenses in or to the Soapbox System. In the event that the Customer assists Soapbox with improving or developing the Soapbox System, the Soapbox System API or the Services (or any other products or services of Soapbox), without prejudice to the license granted under Clause 6.1, the Customer acknowledges and agrees that any such improvements, enhancements, or derivative works (“Improvements”) shall be the intellectual property of Soapbox and the Intellectual Property Rights in such Improvements shall belong to, and vest in, Soapbox automatically on creation. The Customer hereby, by way of present and future assignment, assigns and transfers its Intellectual Property Rights in such Improvements to Soapbox. The Customer shall, if requested by Soapbox enter into such assignments or other formal documentation as may be necessary or desirable to record or effect the vesting of the ownership of such Improvements in Soapbox. Nothing in this Clause 6.2 is intended to confer on Soapbox any Intellectual Property Rights of the Customer which were developed prior to the Commencement Date without regard to the Intellectual Property Rights of Soapbox.
7. Support and Maintenance
7.1 The Customer may contact Soapbox for support in relation to the Services. In the event that the Customer experiences problems then the Customer may contact Soapbox at the email addresses indicated in the Services Schedule.
7.2 From time to time it may be necessary for Soapbox to complete maintenance on the Soapbox System. If the maintenance is likely to result in unavailability of the Services then Soapbox will make best efforts to advise the Customer in advance.
8. Enhancements and Upgrades
8.1 From time to time upgrades or enhancements may be introduced by Soapbox on a mandatory basis in which case Soapbox will advise the Customer of the changes and the Customer will implement the changes. Soapbox will not charge for any mandatory enhancements during the Term.
9. Term and Termination
9.1 This Agreement shall commence as of the Commencement Date and shall remain in force for the Term.
9.2 Notwithstanding the foregoing, either Party may terminate this Agreement at any time, effective immediately, upon written notice to the other Party, if such other Party breaches any of its material obligations hereunder.
9.3 Any such termination shall be without any liability to or obligation of the terminating Party, other than with respect to any breach of obligations under this Agreement prior to termination.
9.4 If this Agreement is terminated, each of the Parties will promptly return to the other all property of the other then in its possession and the Customer shall cease to use the Services, the Programs, the Soapbox System API and any software provided by Soapbox to the Customer under this Agreement.
9.5 Notwithstanding the foregoing, Soapbox may suspend or terminate the Services without notice and may also terminate this Agreement upon written notice to the Customer (i) if the Customer engages in any tampering, hacking, modifying or otherwise corrupting the security or functionality of Services, or (ii) if the Services are used in a manner contrary to Soapbox’s Acceptable Usage Policy as described in Clause 10.6 below.
9.6 The Soapbox Acceptable Usage Policy prohibits the processing of End User Voice Data involving the making available or sale of content, services or products which are reasonably deemed by Soapbox in its sole discretion as being inappropriate or unlawful. The Acceptable Usage Policy of Soapbox also aims to ensure that Soapbox is not associated with any online content (including linked content) which is illegal, fraudulent, offensive, embarrassing, sexually explicit, obscene, threatening, defamatory or otherwise inappropriate. Soapbox prohibits the processing of End User Voice Data using the Services where the transactions would breach Applicable Laws and the Customer represents, warrants and undertakes to Soapbox that no such processing will be attempted via the Services.
9.7 The provisions in this Agreement which expressly or by implication are intended to have effect after termination shall continue to apply and be enforceable notwithstanding termination and include Clause 9 (Payment of Charges), Clause 6 (Intellectual Property), Clause 12 (Confidential Information), Clauses 10.3, 10.4 and 10.7 (Term and Termination), Clause 15 (Exclusions and Liability Limitations), Clause 16 (Indemnification), Clause 13 (Data Protection) and Clause 17 (General).
10. Representations, Warranties and Disclaimer
10.1 Each Party represents and warrants to the other Party that it has the full right, power and authority to enter into this Agreement and perform its obligations hereunder.
10.2 The Customer represents and warrants that it has taken, and will continue to take throughout the Term, all measures required to ensure its compliance with Clause 3.1.
10.3 The Customer acknowledges and accepts that the Services rely on the volume and quality of End User Voice Data provided to Soapbox combined with the other voice data comprised in the Soapbox System and the machine learning technology associated therewith. While the Soapbox System is constantly improving, it will not be error free. Accordingly, except as expressly stated in this Agreement, Soapbox provides the services on an “as is” basis. Except as expressly set forth in this Agreement, Soapbox makes no express or implied warranties regarding the Services, and disclaims all warranties, express or implied, including any implied warranties of merchantability, non-infringement, or fitness for a particular purpose. No warranty is made that use of and access to the Services will be error free or uninterrupted, that any errors or defects in the Services will be corrected, or that the Services will meet the Customer’s requirements.
11.1 Each Party shall protect the Confidential Information of the other Party from unauthorized disclosure or dissemination and use no less than that degree of care it uses to protect its own like information, and in any event no less than reasonable care. Neither Party shall use the Confidential Information of the other Party for purposes other than those necessary to directly further the purposes of this Agreement. Neither Party shall disclose the Confidential Information of the other Party, without the prior written consent of the other Party, except: (a) to the Party's employees, officers, agents, professional advisors and counsel who have a legitimate need to know and are subject to obligations of confidentiality at least as restrictive as those contained herein; or (b) to the extent disclosure is required by Applicable Laws. If a Party receives a legal process that demands disclosure of the other Party's Confidential Information, such Party shall give sufficient notice to the other Party to enable it to challenge the demand. In addition, either Party may provide a copy of this Agreement or otherwise disclose its terms in connection with any audit, financing transaction, regulatory or due diligence inquiry provided the recipients are subject to obligations of confidentiality at least as restrictive as those contained herein. Except as expressly provided in this Agreement, no ownership or license rights are granted in any Confidential Information.
12. Data Protection
12.1 The Soapbox System applies a “data protection by default” and “data protection by design” approach in keeping with the principle of minimizing the processing of personal data to the extent necessary to provide the Services and to further develop and enhance the Soapbox System. Accordingly, Soapbox will not take any steps to re-identify or de-anonymize any End User Voice Data or otherwise associate the End User Voice Data with personally identifiable information and shall not authorize, instruct, or encourage any third party to do so.
12.2 For its part the Customer shall comply with all Applicable Laws governing the collection, use, handling, disclosure, or retention of data collected from or about End Users or any specific devices.
12.3 If and to the extent that Soapbox is acting as a “data processor” under Applicable Laws during the Term, Soapbox will comply with the obligations prescribed by Article 28 of the EU General Data Protection Regulation (2016/679) while performing the Services for the Customer during the Term. If and to the extent that the retention and use of the End User Voice Data by Soapbox (as permitted by Clauses 2.2 and Error! Reference source not found. of this Agreement) is such as to constitute processing by a “data controller” under Applicable Laws, Soapbox relies on the Customer to ensure that all necessary notices, consents and other measures are in place as required by Clause 3.1 to permit such processing.
13. Exclusions and Liability Limitations
13.1 To the maximum extent permitted by Applicable Laws, and except for (a) the indemnification obligations in this Agreement, or (b) breaches of confidentiality, in no event shall either Party, its licensors or its suppliers be liable for any lost profits or any special, indirect, incidental, punitive or consequential damages of any kind or nature whatsoever, relating to this Agreement or the transactions contemplated hereby, including without limitation, lost profits or lost goodwill, regardless of whether such Party has been advised of the possibility of such damage or if such damage could have been reasonably foreseen.
13.2 Nothing in this Agreement limits or excludes liability of either Party in respect of: (a) any claims for death or personal injury caused by the negligence of such Party; (b) any claims resulting from any fraud including fraudulent misrepresentation made by such Party; or (c) any claims for which liability may not otherwise lawfully be limited or excluded.
13.3 The disclaimers, exclusions and limitations of liability set forth in this Clause 15 apply regardless of whether the liability is based on breach of contract, tort (including negligence), strict liability, breach of warranties, or any other legal theory, and notwithstanding the failure of the essential purpose of any remedy. The Parties agree that the disclaimers, exclusions and limitations of liability set forth in this Clause 15 reflect a reasonable allocation of risk, and that each Party would not have entered into this Agreement without them.
14.1 The Customer shall defend and indemnify Soapbox and its officers, directors, employees, successors and assigns (collectively the “Soapbox Indemnified Parties”), from and against all third party claims, suits, demands and actions brought against the Soapbox Indemnified Parties or tendered to the Soapbox Indemnified Parties for defense and/or indemnification (each a “Soapbox Claim”), and for resulting damages, losses, costs, expenses and liabilities (including any regulatory fines and reasonable legal and professionals' fees) that result or arise from a breach by the Customer of Clause 11.2.
14.2 Soapbox shall defend and indemnify the Customer and its officers, directors, employees, successors and assigns (collectively the “Customer Indemnified Parties”), from and against all third party claims, suits, demands and actions brought against the Customer Indemnified Parties or tendered to the Customer Indemnified Parties for defense and/or indemnification (each a “Customer Claim”), and for resulting damages, losses, costs, expenses and liabilities (including any regulatory fines and reasonable legal and professionals' fees) that result or arise from a breach by the Soapbox of its obligations under this Agreement.
14.3 In respect of any Soapbox Claim:
(a) Soapbox shall promptly notify the Customer in writing of the Soapbox Claim, provided that any delay in notification will not relieve the Customer of its obligations with respect to the claim except to the extent that the delay prejudices its ability to defend the Soapbox Claim;
(b) Soapbox shall allow the Customer to have sole control over the defense and/or settlement of the Soapbox Claim, so long as the Customer does not enter into a settlement that requires Soapbox to make an admission of fault or payment to any third party; and
(c) Soapbox shall provide the Customer with reasonable assistance in the defense and settlement of the Soapbox Claim at the Customer’s sole cost and expense; provided, however, that Soapbox may participate in the defense and settlement of the Soapbox Claim beyond what is requested at its own cost with legal advisers of its own choosing.
15.1 Nothing in this Agreement should be construed as creating an agency, partnership, joint venture, franchise, or employment relationship between the parties. Neither Party has the authority to make any statements, representations or commitments of any kind, or to take any action binding on the other, except to the extent (if any) provided for in this Agreement. For the avoidance of doubt, Soapbox consents to the disclosure of its role in providing the Services where this is necessary for the Customer to meet its notice, consent or other requirements under Applicable Laws.
15.2 This Agreement, the jurisdiction clause contained in it, all the documents referred to in it which are not expressed to be governed by another law, and all non-contractual obligations arising in any way whatsoever out of or in connection with this Agreement or any such document are governed by, and shall be construed and take effect in accordance with the laws of Ireland. The courts of Ireland have exclusive jurisdiction to settle any claim, dispute or matter of difference which may arise in any way whatsoever out of or in connection with this Agreement (including without limitation claims for set off or counterclaim) or the legal relationships established by this Agreement..
15.3 The Parties shall comply with all applicable international and national laws that apply to the End User Voice Data, including the U.S. Export Administration Regulations, as well as end user, end use and destinations restrictions issued by U.S. or other governments.
15.4 Neither Party will assign any rights under this Agreement (including by operation of law or otherwise) without the prior written consent of the other Party, which consent shall not be unreasonably withheld. Despite the preceding sentence, with the exception of an assignment to a competitor of the non-assigning Party (which shall require consent from the non-assigning Party), this Agreement may be assigned in its entirety by either Party, without obtaining the consent of the other Party, to an entity into which the assigning Party is merged, or to an acquirer of all or substantially all of the business or assets of the business unit of the assigning Party to which this Agreement pertains, or as part of a business restructuring, sale of stock, or other recapitalization or reorganization. Any purported assignment of rights or transfer of obligations in violation of this paragraph is void.
15.5 If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the remainder of this Agreement will continue in full force and effect. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving Party. The Parties and their respective legal advisers have had an opportunity to review this Agreement which will be interpreted fairly in accordance with its terms and without any strict construction in favor of or against either Party, including by reason of a Party’s drafting or preparing the Agreement.
15.6 Neither Party will be liable for any delay, interruption in service or failure to perform its obligations hereunder, other than a payment obligation, due to any Force Majeure event provided that the affected Party provides the other Party with prompt notice of the applicable circumstance and uses commercially reasonable efforts to re-commence performance as promptly as possible; provided, further, that if the duration of such event of Force Majeure exceeds thirty (30) days, the other Party may terminate this Agreement upon delivery of written notice to the affected Party.
15.7 Unless otherwise expressly provided, no provision of this Agreement is intended or shall be construed to confer upon or give to any person or entity other than Soapbox and the Customer any rights, remedies or other benefits under or by reason of this Agreement.
15.8 This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and merges all prior and contemporaneous communications.
15.9 This Agreement shall not be modified or amended except by a written agreement dated subsequent to the date of this Agreement and signed on behalf of Soapbox and the Customer by their respective duly authorized representatives.
Part 3 Services Schedule
To avail of the Services, the Customer provides an uncompressed audio file (wav) to the Soapbox API, along with:
● Single word target to be identified/verified in audio file
● Multiple targets to be identified/verified in audio file
The Soapbox System API will return a JSON object containing identification/ verification/ assessment information (i.e. detailed percentage scores) pertaining to the sent audio file.
The SoapBox System API documentation describes in detail how the Services work: https://developer.soapboxlabs.com/Developers
Service Support Levels
Queries related to support issues should be directed to firstname.lastname@example.org. SoapBox undertakes to respond to all support queries within 24 hours.