Last updated September 15th, 2026
This Terms of Service (the “Agreement”) describes the terms and conditions that apply to your use of certain products, services and offerings made available by Audacity Advisory Corp., a Delaware corporation, d/b/a AI Reserve (“Audacity”, “we”, “us” or “our”), including (i) Audacity’s website (the “Website”), (ii) Audacity’s platform, content, and other resources available on or enabled via our website, APIs or other internal or external interfaces (collectively, the “Platform”), and (iii) the AI Reserve platform, a hosted gateway providing access to third-party artificial intelligence models through a single API and web portal, including model and provider routing, per-request attribution, budgets and spend controls, and image, audio and video generation features (collectively, (i) to (iii), the “Services”).
PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT GOVERNS THE USE OF THE SERVICES AND APPLIES TO ALL USERS VISITING OR ACCESSING THE SERVICES.
BY ACCESSING OR USING THE SERVICES IN ANY WAY, INCLUDING BY COMPLETING THE ACCOUNT REGISTRATION PROCESS, OR BROWSING THE WEBSITE, YOU REPRESENT THAT: (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH AUDACITY, (3) YOU ARE NOT BARRED FROM USING THE SERVICES UNDER THE LAWS OF THE UNITED STATES, YOUR PLACE OF RESIDENCE OR ANY OTHER APPLICABLE JURISDICTION; AND (4) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY OR, IF YOU ARE ACCESSING OR USING THE SERVICES ON BEHALF OF AN ENTITY, ON BEHALF OF THE ENTITY IDENTIFIED IN THE ACCOUNT REGISTRATION PROCESS. IF THE INDIVIDUAL ENTERING INTO THIS AGREEMENT IS DOING SO ON BEHALF OF AN ENTITY, ALL REFERENCES TO “YOU” OR “YOUR” IN THIS AGREEMENT WILL ALSO BE DEEMED TO REFER TO SUCH ENTITY. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICES.
1.1 Services. Subject to the terms and conditions of this Agreement, Audacity provides you with a non-exclusive, non-sublicensable, and non-transferable right to: (a) access and use the Services, and any content provided by Audacity in connection therewith; and (b) use Audacity standard end user documentation that it makes generally available to users from time to time (the “Documentation”) in support of its use of the Services, in each case of (a) and (b) solely for the purposes permitted by Section 1.2 and consistent with the Documentation. Audacity will provide the necessary procedures and protocols as may be necessary to allow you to receive Services.
1.2 Permitted Use. The Services are provided for your business purposes, including use in and for your own products and services, and you may permit access by your affiliates and your authorized users, provided that you remain responsible for their compliance with this Agreement. You shall not resell the Services, or provide standalone access to the Services, to any third party except as expressly permitted under this Agreement.
1.3 No Fiduciary or Legal Duties. The Services shall not create any fiduciary, advisory, or other duty on the part of Audacity, and you shall not rely on them for investment, legal, tax, or other advice.
1.4 Modifications to Services. Audacity may, in its sole discretion, suspend, terminate or modify the availability of the Services or any portion thereof from time to time by adding, deleting, or modifying features. Audacity reserves the right to alter the functionality, characteristics, and features of the Services. You agree that your access to and use of the Services is not contingent on the delivery of any future functionalities or features, or any other future commitments with respect to the matters contemplated hereunder, except as expressly set forth in this Agreement.
1.5 User Restrictions. As a condition of use, you agree not to use the Services (and shall not permit any third party) to: (i) license, sell, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Services or any portion of the Services; (ii) modify, adapt, or make derivative works of the Services; (iii) reverse engineer, decompile, or disassemble the Services except as permitted by law; (iv) interfere with the proper functioning of the Services; (v) generate, or attempt to generate, child sexual abuse material; (vi) generate sexual or intimate depictions of an identifiable real person without that person’s documented consent; (vii) create synthetic audio, image or video of an identifiable real person for deceptive or impersonation purposes; (viii) generate content that violates any third party’s rights of publicity, privacy or intellectual property; or (ix) otherwise use the Services in violation of applicable law. Any unauthorized use terminates the rights granted under this Agreement.
1.6 Reporting and Removal. Audacity will maintain a contact address, published on the Website, for reports that content generated through the Services depicts an identifiable individual without that individual’s consent. Upon receipt of a valid report, Audacity will remove or disable access to the reported material, and any copies of the reported material known to Audacity, within seventy-two (72) hours of receipt of the report.
1.7 Voice and Likeness. (a) Availability. Any voice cloning or voice replication capability made available as part of the Services is disabled by default and will be enabled for an organization only at that organization’s written request.
(b) Consent. Before uploading any voice recording or likeness of an individual to the Services, you shall obtain from that individual the consent required by applicable law, in a verifiable form, and shall retain records of that consent for so long as the derived voice model exists and for five (5) years thereafter.
(c) Prohibited Uploads. You shall not upload to the Services the voice or likeness of (i) any individual under the age of 18, or (ii) any individual who has not given the consent required by Section 1.7(b).
(d) Withdrawal of Consent. Where an individual withdraws the consent required by Section 1.7(b), you shall promptly delete the derived voice model. Audacity makes organization-level deletion controls available to you for this purpose.
(e) Suspension of the Capability. Audacity may disable any voice cloning or voice replication capability for your organization, on notice to you, where Audacity reasonably believes that the consent required by this Section 1.7 has not been obtained.
(f) Related Terms. The prohibited uses set out in Section 1.5 and the reporting and removal process set out in Section 1.6 apply to voice recordings, likenesses and derived voice models. Your warranty regarding compliance with data protection law, and the processing, storage, retention and deletion of voice recordings and derived voice models (including by third-party model providers), are governed by the DPA and are not restated in this Agreement.
2.1 Registering Your Account. In order to access certain features of the Services, you may be required to register an account on the Services (“Account”). In registering an account on the Services, you shall (i) provide true, accurate, current, and complete information about yourself as prompted by the registration form (the “Registration Data”), and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete.
2.2 Necessary Equipment and Software. You must provide all devices and other equipment or software necessary to access or use the Services. You are solely responsible for any fees, including internet connection or mobile fees, that you incur when accessing the Services.
3.1 Use of AI Tools. The Services may include certain features and functionality that leverage artificial intelligence technology and large language models provided by third parties (“AI Tools”). Any data and information input or otherwise provided by you or on your behalf for use in connection with the Services may be transmitted to the third-party providers of such AI Tools to generate output for your use in connection with the Services. Audacity shall engage providers of such AI Tools on “enterprise level” terms, under which such providers agree to reasonable confidentiality obligations. Default routing under the Services reaches only those providers whose enterprise terms provide that they do not train or fine-tune their models on inputs to their platform. Providers whose terms permit training on inputs are identified as such on Audacity’s published provider data handling page, and models served by those providers are locked for every organization unless and until your administrator enables the corresponding consent for your organization.
3.2 Compliance with Third-Party Policies. Your use of the Services, including any AI Tools, is subject to all applicable terms of service, acceptable use policies, content policies, safety policies and other usage restrictions of any third-party provider whose products or services process, transmit, host or generate your Inputs, requests or Outputs. You must comply with all such terms, policies and restrictions that Audacity makes available to you or links to, and must not use, or attempt to use, the Services to circumvent or facilitate a violation of any such terms, policies or restrictions. Audacity will provide you with notice of material changes to such terms, policies and restrictions. Audacity may, in its sole discretion and without prior notice, suspend or terminate your access to any portion of the Services or your Account if Audacity reasonably determines that you have violated or attempted to violate any such terms, policies or restrictions. Any such violation will constitute a material breach of this Agreement.
3.3 Integrated Products & Content. From time to time, Audacity may offer or allow integrations between the Platform or other Services and third-party platforms, products, services or content (whether via API or other supported method) (each, an “Integrated Product”). Audacity is not responsible for the operation of any Integrated Products and makes no representations or warranties of any kind with respect thereto or their respective providers, including as relates to the availability of any Integrated Product. Audacity may require you to agree to or be bound by supplemental terms, including third party terms and conditions, prior to use of any Integrated Product.
3.4 Third-Party Websites or Applications. The Services may contain links to third-party websites, applications and offerings for third parties (collectively, the “Third-Party Services”). Such Third-Party Services are not under the control of Audacity. Audacity is not responsible for any Third-Party Services. When you use or access a Third-Party Service, you become subject to the terms and conditions (including privacy policies) of that Third-Party Service. Audacity does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services, or any product or service provided in connection therewith. You use all links in Third-Party Services at your own risk. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
3.5 Model and Provider Availability. The AI Tools, models, model versions and third-party providers made available through the Services are provided by third parties and may be added, changed, restricted, suspended, deprecated, withdrawn or discontinued at any time, by the applicable provider or by Audacity, with or without notice. Audacity does not warrant that any particular AI Tool, model, model version, provider or feature will be available at any time or for any period, and the continued availability of any of them is not a condition of this Agreement. Audacity may substitute or remove any AI Tool, model or provider, including where required by the applicable provider’s terms or by a change in that provider’s pricing, capacity or rate limits, or by applicable law. Audacity will use commercially reasonable efforts to give you advance notice before the planned removal or deprecation of a model you have used in the preceding thirty (30) days. Audacity is not liable for any unavailability, degradation, deprecation, withdrawal or discontinuation of any AI Tool, model, model version or provider, or for any delay, cost, loss or output arising from it. You are responsible for designing your use of the Services so that it does not depend on the continued availability of any single AI Tool, model or provider.
4.1 Confidential Information. “Confidential Information” means any nonpublic information of a party (the “Disclosing Party”), whether disclosed orally or in written or digital media, that is identified as “confidential” or with a similar legend at the time of such disclosure or that the receiving party (the “Receiving Party”) knows or should have known is the confidential or proprietary information of the Disclosing Party. For the avoidance of doubt, data or information that you input or provide in connection with your use of the Platform or other Service (“Inputs”), as well as any data or information generated by the Platform and delivered to you in direct reply to Inputs (“Outputs”), will be considered your Confidential Information. Audacity’s platform, technology, documentation, and related technical information, processes, methodologies, and algorithms will be considered Confidential Information of Audacity. Disclosure of Inputs and Outputs to the Subprocessors and relevant providers selected by your organization, on the terms disclosed on Audacity’s published provider data handling page, will not constitute a breach of Section 4.2.
4.2 Protection of Confidential Information. The Receiving Party agrees that it will not use or disclose to any third party any Confidential Information of the Disclosing Party, except as permitted or described under this Agreement. The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care.
4.3 Exceptions. The confidentiality obligations set forth in Section 4.2 will not apply to any information that (a) is at the time of disclosure or becomes generally available to the public through no fault of the Receiving Party; (b) is lawfully provided to the Receiving Party by a third party; (c) was already known to the Receiving Party at the time of disclosure free of any confidentiality duties or obligations; or (d) was independently developed by employees and contractors of the Receiving Party. In addition, the Receiving Party may disclose Confidential Information to the extent that such disclosure is necessary for the Receiving Party to enforce its rights under this Agreement or is required by law or by the order of a court or similar judicial or administrative body, provided that (to the extent legally permissible) the Receiving Party promptly notifies the Disclosing Party in writing of such required disclosure and cooperates with the Disclosing Party if the Disclosing Party seeks an appropriate protective order.
4.4 Data Privacy. To the extent you provide Audacity with any Personal Data in connection with your use of the Services, the parties shall comply with their respective obligations under the Audacity Data Processing Addendum (“DPA”), which may be updated by Audacity from time to time; provided that Audacity may make material changes to the DPA only upon prior written notice to you, and if a material change materially reduces the protections afforded to your personal data, you may terminate the affected Services by written notice given within thirty (30) days of the notice of change. This right does not apply to changes required by applicable law or by a supervisory authority, or to changes that do not materially reduce those protections.
4.5 Feedback; Improvements. You agree that submission of any ideas, suggestions, documents, or proposals to Audacity regardless of how submitted (“Feedback”) may be used freely by Audacity without obligation or compensation to you, including to improve and develop products and services. Audacity may use de-identified, anonymized or aggregate data that you use in connection with the Services (other than any personal information) to improve Audacity’s products and services, including training its models or algorithms; provided that Audacity may not train its models in any way that may result in any models disclosing any of your identity or any of your Confidential Information to any third party. The right described in this Section 4.5 with respect to de-identified, anonymized or aggregate data is the same right described in the training section of the DPA and is limited by the terms of that section.
5.1 Customer Content. As between the Parties, you own and will continue to own all rights, title and interest in any Inputs or Outputs, to the fullest extent any such rights exist. You acknowledge that identical or similar Outputs may be generated for and provided to other customers, and that Audacity does not warrant that Outputs are free of third-party rights.
5.2 The Services. As between the parties, you agree that Audacity and its suppliers or licensors own all rights, title and interest in the Services (including but not limited to, any software, technology, data or content provided by Audacity or any third party licensor or partner) and all improvements, enhancements and updates made thereto. For the avoidance of doubt, Audacity owns the aggregated, de-identified usage data, metadata, and Derived Data generated through use of the Services.
5.3 Trademarks. Audacity’s name and all related stylizations, graphics, logos, service marks and trade names used on or with the Services are the trademarks of Audacity and may not be used without permission in connection with your, or any third-party’s, products or services. Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners. You agree to allow Audacity to use your name and logo to identify you as a user of the Services, provided that you may withdraw such consent upon written notice.
6.1 Payment. If Audacity intends to charge fees for any Services, it shall provide written notice to you and the opportunity for you to cease using such Services.
6.2 Fees and Taxes. If at any point in the future, Audacity begins to charge a fee for the Services, you will be responsible for payment of such required fees and associated taxes.
You shall indemnify and hold Audacity, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, an “Audacity Party” and collectively, the “Audacity Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (i) your Inputs and Outputs; (ii) your misuse of the Services; (iii) your violation of this Agreement; (iv) your violation of applicable law; or (v) any amounts Audacity becomes liable to pay to an applicable third-party provider arising out of or relating to your non-compliance with Section 3.2.
You will have no obligation under this Section 7 to the extent a claim arises from the negligence or willful misconduct of any Audacity Party.
As a condition to indemnification under this Section 7, Audacity shall: (a) provide you with prompt written notice of any claim for which indemnification is sought; (b) permit you to control the defense and settlement of such claim with counsel of your choosing; (c) not settle any such claim without your prior written consent; and (d) provide reasonable cooperation in the defense of such claim, at your expense.
Audacity shall indemnify, defend and hold you harmless from any third-party claim alleging that the Services, as provided by Audacity, infringe such third party’s intellectual property rights, and shall pay any damages finally awarded against you or amounts agreed in settlement of such claim; provided that Audacity shall have no obligation under this paragraph to the extent the claim arises from (i) your Inputs, (ii) any modification of the Services not made or authorized by Audacity, or (iii) use of the Services in combination with any products, services or materials not supplied by Audacity.
8.1 Audacity Warranty. Audacity represents and warrants that it will provide the Services in a professional and workmanlike manner consistent with general industry standards. Your exclusive remedy, and Audacity’s sole liability, for breach of the warranty in this Section 8.1 is for Audacity to re-perform the affected Services and, if Audacity is unable to do so within a reasonable period, for you to terminate the affected Services.
8.2 As Is. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 8, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” AUDACITY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. AUDACITY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ANY OUTPUT WILL BE ACCURATE OR RELIABLE. AUDACITY IS NOT LIABLE FOR THE CONDUCT OR SERVICES OF THIRD PARTIES, INCLUDING PROVIDERS OF AI TOOLS. LAWS GOVERNING ARTIFICIAL INTELLIGENCE ARE EVOLVING, AND YOU ARE SOLELY RESPONSIBLE FOR ENSURING COMPLIANCE WITH APPLICABLE LAWS. AUDACITY DOES NOT WARRANT THAT THE SERVICES OR OUTPUT WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, PLATFORM, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. FROM TIME TO TIME, AUDACITY MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT AUDACITY’S SOLE DISCRETION. AUDACITY DOES NOT WARRANT THAT ANY PARTICULAR AI TOOL, MODEL, MODEL VERSION OR THIRD-PARTY PROVIDER WILL BE AVAILABLE, AND SECTION 3.5 GOVERNS THE ADDITION, CHANGE, DEPRECATION, WITHDRAWAL OR DISCONTINUATION OF ANY OF THEM. NOTHING IN THIS SECTION 8.2 LIMITS OR DISCLAIMS THE SECURITY COMMITMENTS MADE BY AUDACITY IN THE DPA AND ITS SECURITY ANNEX.
8.3 No Liability for Conduct of Third Parties. YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF ANY THIRD-PARTY PRODUCT OR SERVICE MADE AVAILABLE THROUGH OR LINKED FROM THE SERVICES. YOU ACKNOWLEDGE AND AGREE THAT THE AUDACITY PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE AUDACITY PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, INCLUDING ANY THIRD-PARTY PROVIDERS OF AI TOOLS, AND THAT THE RISK ARISING FROM YOUR USE OF ANY SUCH THIRD PARTY’S PRODUCTS OR SERVICES RESTS ENTIRELY WITH YOU. AUDACITY MAKES NO WARRANTY THAT THE GOODS OR SERVICES PROVIDED BY THIRD PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. AUDACITY MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SUCH GOODS OR SERVICE, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES.
9.1 Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL THE AUDACITY PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT ANY AUDACITY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SERVICES, ON ANY THEORY OF LIABILITY, INCLUDING TO THE EXTENT RESULTING FROM: (i) THE USE OR INABILITY TO USE THE SERVICES; (ii) ANY GOODS, DATA, INFORMATION OR SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD-PARTY PROVIDER OF AI TOOLS; OR (v) ANY OTHER MATTER RELATED TO THE SERVICES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATION OF LIABILITY DOES NOT APPLY TO LIABILITY OF AN AUDACITY PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY AN AUDACITY PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY AN AUDACITY PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION. THE EXCLUSION OF DAMAGES SET FORTH IN THIS SECTION 9.1 DOES NOT APPLY TO AMOUNTS A PARTY IS REQUIRED TO PAY TO A THIRD PARTY UNDER AN INDEMNITY GIVEN BY THAT PARTY UNDER SECTION 7.
9.2 Cap on Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, THE AUDACITY PARTIES SHALL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (i) IF YOU ARE PAYING ANY FEES FOR THE SERVICES UNDER THIS AGREEMENT, THE TOTAL FEES THAT YOU PAID DURING THE TWELVE MONTHS PRIOR TO THE OCCURRENCE GIVING RISE TO THE LIABILITY, OR, IF NO FEES ARE PAYABLE FOR THE SERVICES, $100, OR (ii) IF NOT WAIVABLE UNDER LAW, THE STATUTORY REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. NOTWITHSTANDING THE FOREGOING, THE AGGREGATE LIABILITY OF THE AUDACITY PARTIES FOR BREACH OF AUDACITY’S CONFIDENTIALITY OBLIGATIONS UNDER SECTION 4 AND OF ITS OBLIGATIONS UNDER THE DPA SHALL NOT EXCEED THE GREATER OF US$50,000 AND TWO (2) TIMES THE TOTAL FEES THAT YOU PAID DURING THE TWELVE MONTHS PRIOR TO THE OCCURRENCE GIVING RISE TO THE LIABILITY. THE CAP SET FORTH IN THE FIRST SENTENCE OF THIS SECTION 9.2 DOES NOT APPLY TO AUDACITY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 7; INSTEAD, THE AGGREGATE LIABILITY OF THE AUDACITY PARTIES FOR THOSE OBLIGATIONS SHALL NOT EXCEED THE GREATER OF US$50,000 AND THE TOTAL FEES THAT YOU PAID DURING THE TWELVE MONTHS PRIOR TO THE OCCURRENCE GIVING RISE TO THE LIABILITY. WHERE A SEPARATE CAP APPLIES TO A MATTER UNDER THIS SECTION 9.2, THAT SEPARATE CAP APPLIES IN PLACE OF, AND NOT IN ADDITION TO, THE CAP SET FORTH IN THE FIRST SENTENCE OF THIS SECTION 9.2 IN RESPECT OF THAT MATTER, AND EACH CAP SET FORTH IN THIS SECTION 9.2 IS AN AGGREGATE CAP ON ALL CLAIMS AND NOT A PER-CLAIM CAP. THE FOREGOING CAP ON LIABILITY DOES NOT APPLY TO LIABILITY OF AN AUDACITY PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY AN AUDACITY PARTY’S NEGLIGENCE; OR (B) ANY INJURY CAUSED BY AN AUDACITY PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION. FOR THE AVOIDANCE OF DOUBT, THIS SECTION 9.2 LIMITS ONLY THE LIABILITY OF THE AUDACITY PARTIES TO YOU AND DOES NOT LIMIT YOUR INDEMNIFICATION OBLIGATIONS UNDER SECTION 7, INCLUDING YOUR OBLIGATION IN RESPECT OF ANY AMOUNTS AUDACITY BECOMES LIABLE TO PAY TO AN APPLICABLE THIRD-PARTY PROVIDER ARISING OUT OF OR RELATING TO YOUR NON-COMPLIANCE WITH SECTION 3.2.
9.3 Exclusion of Damages. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
9.4 Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN AUDACITY AND YOU.
10.1 Term. The term of this Agreement commences on the date when you accept this Agreement, or if sooner commences with use of or access to any Services (as further described in the preamble to this Agreement above), and continues in full force and effect while you use the Services, unless terminated earlier in accordance with this Agreement.
10.2 Termination of Services by Audacity. Audacity reserves the right to terminate this Agreement or your access to the Services at any time without cause upon notice to you. If you have materially breached any provision of this Agreement, or if Audacity is required to do so by law (e.g., where the provision of the Services is, or becomes, unlawful), Audacity has the right to, immediately and without notice, suspend or terminate any Services provided to you. You agree that all terminations for cause are made in Audacity’s sole discretion and that Audacity shall not be liable to you or any third party for any termination of your Account.
10.3 Termination by You. If you want to terminate this Agreement, you may do so by notifying Audacity at any time. Your notice should be sent, in writing, to Audacity’s address set forth below.
10.4 Effect of Termination. Upon termination of the Services or the applicable feature or functionality thereof, your right to use the Services or the applicable feature or functionality thereof will automatically terminate. AI Rights are dealt with as set out in the AI Rights Agreement or other master agreement separately executed by the parties. Audacity will not have any liability whatsoever to you for any suspension or termination, nor, subject to the return and deletion obligations set forth in the DPA, any obligation to retain any of your data. All provisions of this Agreement which by their nature should survive, will survive termination of Services, including without limitation, confidentiality, ownership provisions, indemnity, warranty disclaimers, limitations of liability, Section 1.6 (Reporting and Removal) and Section 1.7 (Voice and Likeness). Notwithstanding any termination or suspension under this Section 10, Audacity will generally continue to make available the access necessary to consume or transfer any AI Rights credited to you, except where the suspension or termination arises from your breach of Section 1.5 (User Restrictions) or where continued access would cause Audacity to violate applicable law or any third-party provider’s terms.
11.1 Electronic Communications. The communications between you and Audacity may take place via electronic means, whether you visit the Services or send Audacity emails, or whether Audacity posts notices on the Services or communicates with you via email. For contractual purposes, you (i) consent to receive communications from Audacity in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Audacity electronically provides to satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).
11.2 Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Audacity’s prior written consent. Audacity may, without your consent, freely assign and transfer this Agreement, including any of its rights, obligations, or licenses granted under this Agreement. Any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
11.3 Force Majeure. Audacity shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
11.4 Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Audacity agree that all claims and disputes arising out of or relating to this Agreement will be litigated exclusively in the state or federal courts located in Delaware, except where a master agreement separately executed by the parties provides for another forum or for arbitration, in which case that provision controls.
11.5 Governing Law. THIS AGREEMENT AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT.
11.6 Notice. Where Audacity requires that you provide an email address, you are responsible for providing Audacity with a valid and current email address. In the event that the email address you provide to Audacity is not valid, or for any reason is not capable of delivering to you any notices required by this Agreement, Audacity’s dispatch of the email containing such notice will nonetheless constitute effective notice. You may give notice to Audacity at the following address: product@aireserve.com. Such notice shall be deemed given when received by Audacity by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at 860 Broadway, New York, NY 10003.
11.7 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
11.8 Severability. If any portion of this Agreement is held invalid or unenforceable, that portion must be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions must remain in full force and effect.
11.9 Export Control. You may not use, export, import, or transfer the Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws.
11.10 Entire Agreement. The Agreement (as well as the DPA) is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter, in each case other than any master agreement separately executed by the parties, including the AI Rights Agreement. In the event of a conflict between any such master agreement and this Agreement, the master agreement controls.
11.11 Changes to this Agreement. Audacity may update this Agreement from time to time. Audacity will provide reasonable prior notice of any material change to this Agreement, or to any policy or documentation that Audacity publishes and that this Agreement refers to, including Audacity’s published provider data handling page, by email to the address on file for your Account or by in-product notice. Material changes take effect on the effective date stated in the notice. For a material change that affects the privacy or data-handling commitments referenced in this Agreement, Audacity will obtain your affirmative acceptance of the updated Agreement before the change takes effect for you, and will record the version you accepted. For all other material changes, your continued use of the Services on or after the effective date stated in the notice constitutes your acceptance of the updated Agreement. If you do not agree to a material change, you may terminate this Agreement in accordance with Section 10.3 before the effective date stated in the notice. Audacity will maintain dated copies of prior versions of this Agreement and make them available upon request.