API USAGE AGREEMENT

1. DEFINITIONS

1.1. “Acceptable Use Policy” refers to the terms contained in Attachment B to this Agreement.

1.2. “API” means any machine accessible application programming interface made available by Murf which provides access to Murf’s designated text-to-speech AI models, including associated tools, components, documentation and executables.

1.3. “Application” means any web or software service or application operated by Customer that utilizes or interacts with the API or the Content.

1.4. “Content” means on-demand content specifically generated for Customer with inputs provided by it using Murf’s text-to-speech AI models and delivered through the API.

1.5. “Customer Data” means, collectively, (a) all Inputs; (b) all Content generated from such Inputs; (c) any Shared Personal Data; and (d) any other data, files or materials submitted to, or generated for Customer through, the API by or on behalf of Customer or its end users.

1.6. “Input” means any text, markup (including SSML), prompt, audio, file or other material submitted by or on behalf of Customer or its end users to the API for Processing.

1.7. “Intellectual Property Rights” means any patent, copyright, trade name, trademark, trade secret, know-how, right of privacy, right of publicity, moral right, or any other intellectual property right, in each case, anywhere in the world and whether registered or unregistered.

1.8. “Service” means the offering described in the Service Order Form.

1.9. “Service Metadata” means data about Customer’s use of the API apart from any Input or Content. Service Metadata for example comprises configuration parameters set by Customer, API token and account identifiers, timestamps, character counts, request volumes and rates, latency and error codes, voice and model identifiers selected, and billing records.

‍

2. PURPOSE AND LICENSE

2.1. Subject to this Agreement, Murf grants to Customer a limited, non-exclusive, transferable, sublicensable, worldwide, revocable license during the Term to: 

(a) use and make calls to the API to generate, access and distribute the Content; and

(b) use and display the Murf’s logo/marks only to identify that the Content originates from Murf.

2.2. Subject to this Agreement, Customer hereby grants to Murf, a limited, royalty-free, fully paid-up, non-transferable, non-sublicensable, worldwide and perpetual license to implement, use, modify, commercially exploit, incorporate into any of Murf’s products or services (including the API) any suggestions, enhancement requests, recommendations or other feedback Murf receives from Customer.

‍

3. RESPONSIBILITIES

3.1. Customer will comply with all requirements of this Agreement along with the Acceptable Use Policy in all uses of the API, the Content and in providing inputs for generating any Content. Customer will also comply with the technical and policy-implemented limitations of the API, including any explicit rate limitations on utilizing the API.

3.2. Customer will obtain API credentials (a “Token”) to access the API. Customer will keep such Token and all login information secure and use the Token as Customer’s sole means of accessing the API.

3.3. Customer acknowledges that with regard to any personal data provided by it to Murf for the purposes of this Agreement (“Shared Personal Data”), Customer is a controller and Murf is a processor. Customer will be solely responsible for:

(a) determining the purposes of processing any Shared Personal Data, including that such processing will not place Murf in breach of applicable data protection laws; and

(b) informing Murf about any special categories of data contained within Shared Personal Data and any restrictions or special requirements in the processing of such special categories of data.

3.4. Customer will not substantially replicate products or services offered by Murf. Customer will not use or access the API in order to monitor the availability, performance, or functionality of the API for any similar benchmarking purposes.

3.5. Customer is not permitted to use the API in any manner that undermines the security of the API or any other data or information stored or transmitted using the API. In addition, Customer will not, and will not knowingly or due to gross negligence, allow users of the Application or any third party to:

(a) use Murf created voices for training any AI model or to synthesize Murf created voices in any way or for any purpose;

(b) interfere with, modify or disable any features, functionality or security controls of the API;

(c) defeat, avoid, bypass, remove, deactivate or circumvent any protection mechanisms for the API;

(d) reverse engineer, decompile, disassemble or derive source code, underlying ideas, algorithms, structure or organizational form from the API; or

(e) introduce malicious code into the API or any data transmitted using the API.

3.6. Murf shall only Process (as defined under applicable data protection laws) any Personal Data or other Customer Data provided by Customer to the extent necessary to perform its obligations under this Agreement or only on documented instruction from Customer.

3.7. Customer shall comply with all applicable data protection laws, including but not limited to the EU General Data Protection Regulation (GDPR) and any other relevant data privacy statutes or regulations, and implement appropriate technical and organizational measures to safeguard all Personal Data from unauthorized or unlawful Processing and against accidental loss, destruction, damage, alteration, or disclosure.

3.8. Upon expiration or termination of this Agreement, Murf shall, as requested by Customer in writing, promptly return or securely destroy all Customer Data in its possession or control, unless otherwise required by law to retain it, and shall certify such return or destruction in writing upon request by Customer.

3.9. No Training. Murf will not, and will procure that its affiliates, subcontractors and subprocessors do not, use any Customer Data to train, fine-tune or develop any artificial intelligence or machine learning model of Murf or of any third party.

3.10. Zero Data Retention. To the extent that Customer opts-in for Zero Data Retention via account settings of the Service:

4. OWNERSHIP

4.1. Nothing in this Agreement transfers or assigns to Murf any of Customer’s Intellectual Property Rights in the Application, the Content, Customer’s logos/marks or other technology. 

4.2. Nothing in this Agreement transfers or assigns to Customer any of Murf’s Intellectual Property Rights in the API, Murf’s AI models, Murf’s logos/marks or other technology.

4.3 Each party owns all right, title, and interest in and to its Confidential Information, including all related Intellectual Property Rights.

‍

5. PRICING, USAGE, INVOICING AND PAYMENT

5.1. Pricing and Usage. Murf’s text-to-speech usage is priced at the rate provided in the applicable Order Form executed between the parties and based on the number of characters sent through the API to be synthesized into audio each month, including punctuation. The total number of characters in the input string are counted for billing purposes, including spaces. All Speech Synthesis Markup Language (SSML) tags are also included in the character count, except for <speak> and <voice> tags. Murf will provide access to the following information to Customer via an online dashboard:

(a) the total number of characters sent through the API for the applicable Usage Term with monthly breakdown; and

(b) the total amount payable by Customer for the applicable Usage Term with monthly breakdown.

5.2. Invoicing and Payment. Murf will invoice Customer in accordance with the applicable Order Form. Customer will pay all undisputed invoices in accordance with the timelines provided in the applicable Order Form. Alternatively, Customer can initiate payment for the invoiced amounts on Murf’s website and automatically receive an invoice on completion of such payment. Except as expressly provided otherwise, paid invoices are non-refundable. Where Customer designates use of a third-party payment processor network (such as a payment agent, for example), Customer will be responsible for payment of all fees and charges associated with use of such network.

5.3. Taxes. Any amounts charged to Customer are exclusive of taxes. Except for those taxes based on Murf’s net income, Customer will be responsible for all applicable taxes in connection with this Agreement including, but not limited to, sales, use, excise, value-added, goods and services, consumption, and other similar taxes or duties. Should any payment under this Agreement be subject to withholding tax by any government, Customer will reimburse Murf for such withholding tax.

5.4. Support. Murf will provide support for the API as described in the Attachment A to this Agreement.

‍

6. TERM AND TERMINATION

5.1. Term of Agreement. The term of this Agreement will begin on the date it is fully signed and will continue until terminated by either party as outlined in this section. The initial term of the Agreement shall be twelve (12) months (the “Initial Term”) and shall renew at Customer’s written election for subsequent one (1) year renewal terms (each, a “Renewal Term”). The Initial Term and all Renewal Terms shall be collectively referred to as the “Term”.

6.2. Termination. Either party may terminate this Agreement immediately upon a material breach by the other party that has not been cured within 30 (thirty) days after receipt of written notice of such breach.

6.3. Suspension for Non-Payment. Murf reserves the right to suspend access to the API if Customer fails to timely pay any undisputed amounts due to Murf under this Agreement, but only after Murf notifies Customer of such failure in writing and such failure continues for 15 (fifteen) days. Suspension under this section will not release Customer of its payment obligations under this Agreement. Customer agrees that Murf will not be liable to Customer or to any third party for any liabilities, claims or expenses arising from or relating to suspension of access to the API resulting from Customer’s non-payment.

6.4. Suspension for Ongoing Harm. Murf reserves the right to suspend access to the API if Murf reasonably concludes that Customer’s use of the API is causing immediate and ongoing harm to Murf or others. In the extraordinary case that Murf must suspend access to the API, Murf will immediately notify Customer of the suspension and the parties will diligently attempt to resolve the issue. Murf will not be liable to Customer or to any third party for any liabilities, claims or expenses arising from or relating to any suspension of access to the API in accordance with this section 6.4. Nothing in this section 6.4 will limit Murf’s rights under section 6.5 below.

6.5. Effect of Termination.

(a) Upon termination of this Agreement, all licenses granted under this Agreement will terminate immediately and Murf will cease providing access to the API and the Content to the Customer.

(b) If Murf terminates this Agreement due to a breach by Customer, then Customer will immediately pay to Murf all amounts then due under this Agreement and to become due during the remaining Usage Term (as defined in the applicable Order Form), but for such termination.

(c) Upon termination of this Agreement and upon subsequent written request by the disclosing party, the receiving party of tangible Confidential Information will immediately return such information or destroy such information and provide written certification of such destruction, provided that the receiving party may permit its legal counsel to retain one archival copy of such information in the event of a subsequent dispute between the parties.

‍

7. REPRESENTATIONS AND WARRANTIES

7.1. Murf represents and warrants to Customer that the Services will materially conform to the specifications and that Murf has implemented appropriate technical and organizational safeguards for the Services.

7.2. Each party represents and warrants to the other that:

(a) it has the legal power and authority to enter into this Agreement; and

(b) it is duly organized, validly existing, and in good standing under the applicable laws of the jurisdiction of its origin.

‍

8. DISCLAIMER

8.1. ALL ASPECTS OF MURF’S SERVICES, AI MODELS AND THE API, INCLUDING ALL NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. MURF AND ITS AFFILIATES MAKE NO GUARANTEES THAT ITS SERVICES, AI MODELS OR THE API WILL ALWAYS BE SAFE, SECURE, OR ERROR-FREE, OR THAT IT WILL FUNCTION WITHOUT DISRUPTIONS, DELAYS, OR IMPERFECTIONS.

8.2. Murf further disclaims all warranties, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title and noninfringement. Outputs are generated through machine learning processes and are not tested, verified, endorsed or guaranteed to be accurate, complete or current by Murf. Customer should independently review and verify all outputs as to appropriateness for any or all uses or Applications.

‍

9. LIMITATION OF LIABILITY

9.1. Damages waiver. EACH PARTY’S LIABILITY FOR ANY CLAIM OR LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS. UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER FOR LOST PROFITS OR REVENUES, OR FOR CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR INCIDENTAL DAMAGES RELATING TO THIS AGREEMENT, EVEN IF THE PARTY IS INFORMED OF THE POSSIBILITY OF THIS TYPE OF DAMAGE IN ADVANCE.

9.2. Liability caps. Each party’s total cumulative liability for any claims arising out of or relating to this Agreement will not be more than the amounts paid or payable by Customer to Murf in the 12 (twelve) month period immediately before the claim.

9.3. Exceptions. The liability caps in section 9.2 do not apply to any claims arising from a breach of section 3.4, section 3.5, section 10 or section 11.

‍

10. INDEMNIFICATION

10.1. By Murf. Murf will indemnify, defend, and hold harmless Customer from and against third party claims, actions, and demands alleging that Customer’s authorized use of the API infringes or misappropriates any third party copyrights.

10.2. By Customer. Customer will indemnify, defend, and hold harmless Murf from and against third party claims, actions, and demands alleging that the Content, Application, use of the API by Customer or its end users, or Murf’s processing of data pursuant to this Agreement infringes any third party Intellectual Property Rights, personality rights or privacy rights.

10.3. Procedure. The indemnifying party’s obligations are contingent upon the indemnified party:

(a) promptly notifying the indemnifying party of each claim for which it seeks protection;

(b) providing reasonable assistance to the indemnifying party at the indemnifying party’s expense; and

(c) giving the indemnifying party sole control over the defense and settlement of each claim. An indemnified party may participate in a claim for which it seeks protection with its own attorneys only at its own expense. The indemnifying party may not agree to any settlement of a claim that contains an admission of fault or otherwise materially and adversely impacts the indemnified party without the prior written consent of the indemnified party.

‍

11. CONFIDENTIALITY

11.1. Definition. During the course of performance under this Agreement, each party may make available to the other party information that is not generally known to the public and at the time of disclosure is either identified as, or should reasonably be understood by the receiving party to be proprietary or confidential (“Confidential Information”)

11.2. Confidentiality.

(a) During the term of this Agreement and for 5 (five) years after, each party will treat as confidential all Confidential Information of the other party, will not use such Confidential Information except to exercise its rights and perform its obligations under this Agreement, and will not disclose such Confidential Information to any third party.

(b) Each party will use at least the same degree of care, but not less than a reasonable degree of care, it uses to prevent the disclosure of its own confidential information to prevent the disclosure of Confidential Information of the other party.

(c) Each party will promptly notify the other party of any actual or suspected misuse or unauthorized disclosure of the other party’s Confidential Information.

(d) Neither party will reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other party’s Confidential Information and which are provided to the party hereunder.

(e) Each party may disclose Confidential Information of the other party on a need-to-know basis to its employees and contractors who are subject to confidentiality agreements requiring them to maintain such information in confidence and use it only to facilitate the performance of their services on behalf of the receiving party.

11.3. Exceptions. Confidential Information excludes information that:

(a) is known publicly at the time of the disclosure or becomes known publicly after disclosure through no fault of the receiving party;

(b) is known to the receiving party, without restriction, at the time of disclosure or becomes known to the receiving party, without restriction, from a source other than the disclosing party not bound by confidentiality obligations to the disclosing party; or

(c) is independently developed by the receiving party without use of the Confidential Information as demonstrated by the written records of the receiving party.

The receiving party may disclose Confidential Information of the other party to the extent such disclosure is required by law or order of a court or other governmental authority, provided that the receiving party will use reasonable efforts to promptly notify the other party prior to such disclosure to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure.

‍

12. GOVERNING LAW, DISPUTE RESOLUTION AND JURISDICTION

12.1. Governing Law. Except to the extent they are preempted by United States federal law, the laws of the state of Delaware, other than its conflict-of-laws principles, govern this Agreement and any claims and disputes (whether contract, tort, or otherwise) arising out of or relating to this Agreement or their subject matter.

12.2. Jurisdiction. Customer and Murf agree that all claims and disputes (whether contract, tort, or otherwise), including statutory claims and disputes, arising out of or relating to this Agreement will be litigated exclusively in federal and state courts in the state of Delaware, United States of America. Customer and Murf consent to the personal jurisdiction of courts in the state of Delaware, United States of America.

‍

13. GENERAL PROVISIONS

13.1. Non-Exclusive Access. Customer acknowledges that API access is provided on a non-exclusive basis. Nothing will be deemed to prevent or restrict Murf’s ability to provide access to the API or other technology, including any features or functionality first developed for Customer, to other parties.

13.2. Assignment. Neither party may assign this Agreement or any right under this Agreement, without the consent of the other party; provided however that either party may assign this Agreement to an acquirer of all or substantially all of the business of such party to which this Agreement relates. This Agreement will be binding upon and inure to the benefit of the parties’ successors and permitted assigns. Either party may employ subcontractors in performing its duties under this Agreement, provided, however, that such party will not be relieved of any obligation under this Agreement.

13.3. Notices. Notices under this Agreement will be in writing in English and will be deemed to have been given when transmitted. Notices to Murf must be sent to legal@murf.ai and notices to Customer must be sent to the email provided on the Service Order Form.

13.4 Force Majeure. Each party will be excused from performance for any period during which, and to the extent that, such party or any subcontractor is prevented from performing any obligation, in whole or in part, as a result of causes beyond its reasonable control, and without its fault or negligence, including without limitation, acts of God, strikes, lockouts, riots, acts of terrorism or war, epidemics, pandemics, communication line failures or power failures.

13.5. Waiver. No waiver will be effective unless it is in writing and signed by the waiving party. The waiver by either party of any breach of this Agreement will not constitute a waiver of any other or subsequent breach.

13.6. Severability. If any term of this Agreement is held to be invalid or unenforceable, that term will be reformed to achieve as nearly as possible the same effect as the original term, and the remainder of this Agreement will remain in full force.

13.7. Entire Agreement. This Agreement (including all schedules and exhibits) contains the entire agreement of the parties and supersedes all previous oral and written communications by the parties, concerning the subject matter of this Agreement. This Agreement may be amended solely in a writing signed by both parties. Standard or printed terms contained in any purchase order or sales confirmation are deemed rejected and will be void unless specifically accepted in writing by the party against whom their enforcement is sought.

13.8. Survival. Sections 3.9, 3.10 and 4 through 13 of this Agreement will survive the expiration or termination of this Agreement for any reason.

13.9. Publicity. Murf may include Customer’s name and logo in Murf’s online list of users or in print and electronic marketing materials.

13.10. Export Regulations. Export laws and regulations of the United States and any other relevant local export laws and regulations apply to this Agreement. Customer agrees that such export control laws govern its use of the Murf’s products (including technical data) and any services deliverables provided under this Agreement, and Customer agrees to comply with all such export laws and regulations. Customer agrees that no data, information, software programs or materials resulting from services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws.

13.11. No Third Party Beneficiaries. This Agreement is an agreement between the parties, and confers no rights upon either party’s employees, agents, contractors, partners of customers or upon any other person or entity.

13.12. Independent Contractor. The parties have the status of independent contractors, and nothing in this Agreement nor the conduct of the parties will be deemed to place the parties in any other relationship. Except as provided in this Agreement, neither party will be responsible for the acts or omissions of the other party or the other party’s personnel.

13.13. Statistical Information. Murf may compile Service Metadata into aggregated and anonymised statistical information relating to the performance of Murf’s services for the purpose of improving its offerings, provided that such information (a) does not contain, and is not derived from, any Input or Content, (b) does not identify Customer or Customer’s data, and (c) is not used in any manner prohibited by section 3.9.

13.14. Signatures. This Agreement may be executed in multiple counterparts, each of which when executed will be an original, and all of which, when taken together, will constitute one agreement. Delivery of an executed counterpart of a signature page of this Agreement by electronic transmission (including via pdf) will be effective as delivery of a manually executed counterpart.

‍

1. Support. Customer is entitled to the following during the Usage Term:
   
   (a) Chat or electronic support in order to help Customer locate and correct problems with the API,
   
   (b) Bug fixes and code corrections in order to bring API into substantial conformity with the documentation, and
   
   (c) All extensions, enhancements and other changes that Murf, at its sole discretion, makes or adds to the API and which Murf furnishes, without charge, to all other subscribers of the API.  
   
   (d) Murf’s support email address is support@murf.ai.
   
   
2. Murf will use best efforts to acknowledge, restore, and resolve problems and errors within the time intervals set forth below (collectively, the “Response Time Intervals”). Murf’s failure to meet any of its obligations set forth above shall be deemed to constitute a material breach of this Agreement.

• “Severity 1 Error” means the Service is, in all material respects, totally inoperable because of error rates, latency spike or downtime and the inability to use the Service has a critical impact on Customer’s operation.
• “Severity 2 Error” means the Service is usable, but an essential component of the Service is malfunctioning and substantially impacts Customer’s operation.
• “Severity 3 Error" means the Service  is usable in all material respects, but not functioning entirely in accordance with the specifications and the then-current user documentation for the applicable release of the Service. The condition has no substantial impact on Customer’s operation.

‍

‍

‍

Acceptable Use Policy

Customer must comply with acceptable use policy below and all applicable laws (including without limitation privacy, telecom, intellectual property and data protection laws) for any use of the Service.

1. Use bots or other automated methods to access the API, except for legitimate programmatic API usage as permitted by the API documentation,Use bots or other automated methods to access the Service,
   
   
2. Stalk, threaten, impersonate, dox, harass or defraud anyone through use of the API,
   
   
3. Create, upload or transmit material through the API that is illegal, obscene, defamatory, pornographic or otherwise inappropriate,
   
   
4. Send, distribute or post spam or unsolicited electronic communications, chain letters, or pyramid schemes using the API, or
   
   
5. Harvest, collect or disclose information about other users through the API without their consent.

‍