Last Updated on November 29, 2022
MASTER LICENSE TERMS AND CONDITIONS – DIGITAL MEDIA HUB
These Master License Terms and Conditions (“Terms and Conditions”) apply to any License Agreement related to a license to access and use the Platform and associated Services (as such capitalized terms are defined hereinbelow). For purposes hereof, “License Agreement” shall mean the written license agreement, order form, subscription form, statement of work or other written document that evidences the purchase by a licensee (“Licensee”) of a license to access and use the Platform and Services from Veritone, Inc. or one of its subsidiaries, including Veritone Digital, Inc. (collectively, “Veritone”), either directly or through an authorized reseller of Veritone. The specific Services, fees and payment terms, amount of content processing, storage and/or data transfer (as applicable), number of authorized users (as applicable), and the term of license shall be as set forth in the License Agreement. The License Agreement may also contain other license-specific terms and conditions.
In the case of a License Agreement entered into directly between Veritone and Licensee, (a) the License Agreement and these Terms and Conditions are collectively referred to herein as this “Agreement”; (b) in the event of any conflict or inconsistency among the terms and conditions set forth in the License Agreement and in these Terms and Conditions, the rights and obligations of the parties shall be interpreted based on the following order of priority: (1) the License Agreement and (2) these Terms and Conditions; and (c) this Agreement constitutes the complete and exclusive agreement between Veritone and Licensee with respect to the Platform and Services, superseding and replacing any and all prior agreements, communications, and understandings, both written and oral, regarding such subject matter, and no additional or different provision contained in any purchase order form, order acknowledgment form, invoice or similar form of either party will be effective. In the case of a License Agreement entered into between Licensee and an authorized reseller of Veritone, these Terms and Conditions are referred to herein as this “Agreement” and represent the agreement between Veritone and Licensee governing the license(s) to the Platform and Services being purchased by Licensee from such reseller under that separate License Agreement, and Licensee acknowledges and agrees that Veritone is an intended third party beneficiary of such License Agreement with respect to this Agreement and, therefore, may enforce its rights hereunder directly against Licensee.
8.4 LICENSEE ACKNOWLEDGES AND AGREES THAT THE INTERNET IS A PUBLIC NETWORK OVER WHICH VERITONE EXERTS NO VERITONE MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, AND SHALL HAVE NO LIABILITY WHATSOEVER, WITH RESPECT TO THE ACCURACY, DEPENDABILITY, PRIVACY, SECURITY, AUTHENTICITY OR COMPLETENESS OF DATA TRANSMITTED OVER OR OBTAINED USING THE INTERNET, OR ANY INTRUSION, VIRUS, DISRUPTION, LOSS OF COMMUNICATION, LOSS OR CORRUPTION OF DATA, OR OTHER ERROR OR EVENT CAUSED OR PERMITTED BY OR INTRODUCED THROUGH LICENSEE’S USE OF THE INTERNET. LICENSEE IS SOLELY RESPONSIBLE FOR IMPLEMENTING ADEQUATE FIREWALL, PASSWORD AND OTHER SECURITY MEASURES TO PROTECT ITS SYSTEMS, DATA AND APPLICATIONS FROM UNWANTED INTRUSION, WHETHER OVER THE INTERNET OR BY OTHER MEANS.
9.3 The indemnifying party’s indemnification obligations under this Section 9 are conditioned upon the indemnified party: (a) giving prompt notice of any such claim to the indemnifying party (except that any delay or failure to do so shall not relieve the indemnifying party of its obligations except to the extent the indemnifying party’s ability to defend against such claims is materially prejudiced thereby); (b) granting sole control of the investigation, defense and settlement of each such claim or action to the indemnifying party (except that the indemnified party’s prior written approval is required for any settlement that requires any payment by, imposes any material obligation on, or results in any ongoing material liability to, the indemnified party); and, (c) providing reasonable cooperation to the indemnifying party and, at the indemnifying party’s request and expense, assistance in the defense or settlement of the claim.
This Agreement shall be governed by and construed in accordance with the laws of the State of California, S.A., without giving effect to conflicts of laws principles, and the parties submit to the exclusive jurisdiction of the state and federal courts located in Orange County, California to resolve any dispute arising out of or related to this Agreement.11.2 Assignment. Licensee shall not assign or otherwise transfer any of its rights or obligations under this Agreement, in whole or in part, without Veritone’s prior written consent and any assignment or transfer in violation of this section shall be null and void. For purposes of the preceding sentence, and without limiting its generality, any merger, consolidation or reorganization involving Licensee will be deemed to be a transfer for which prior written consent is required. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
11.3 Entire Agreement. This Agreement, including the License Agreement and any exhibits, appendices, and any other documents incorporated herein by reference, constitutes the entire agreement of the parties with regard to the Services and matters addressed herein and therein, and supersedes all prior agreements, proposals, discussions and other documents with respect to such subject The failure of either party to insist upon strict adherence to any provision of this Agreement on any occasion shall not be considered a waiver of such party’s right to insist upon strict adherence to such provision thereafter or of any other provision of this Agreement in any other instance. Any waiver shall be in writing signed by the party against whom such waiver is sought or enforced. This Agreement may not be amended or modified unless by a written document signed by both parties.
11.4 Severability. If any provision of this Agreement is determined by a court to be invalid or unenforceable, such determination shall not affect any other provision of this Agreement, each of which shall be construed and enforced as if such invalid or unenforceable provision were not contained herein.
11.5 Notices. All notices to either party shall be in writing and delivered by hand or by certified mail or overnight delivery service to the address set forth by Licensee and/or Veritone in the License Agreement, or to such other address as either party shall give by notice to the other Notices shall be deemed effective when delivered to the applicable address.
11.6 Publicity. Except as required or compelled by applicable law, the rules of any stock exchange, or a court order issued by a court of competent jurisdiction, neither party will make any public statement regarding, or disclose, advertise or publish the terms and conditions of, this Agreement without the prior written consent of the other party; provided, however, that Veritone may reference Licensee on Veritone’s website, other marketing and media relations materials, investor relations materials, and as a customer in Veritone’s SEC filings.
11.7 Force Majeure Events. Veritone’s obligations hereunder will be suspended so long as compliance is impeded or prevented by causes beyond Veritone’s reasonable control, which may include acts of God, embargoes, acts of war (including terrorist attacks), labor disturbances, acts or regulations of governmental entities, Licensee’s failure to comply with its obligations under this Agreement, unavailability or degraded performance of the Internet or other network elements.
11.8 No Third Party Beneficiaries. The parties do not intend, nor will any section hereof be interpreted, to create for any third party beneficiary rights with respect to either of the parties, except that the third party Representatives have the indemnification rights and benefits described herein.
11.9 Independent Contractor. Veritone, in furnishing Services to Licensee under this Agreement, is acting only as an independent contractor.
11.10 Attorney’s Fees. If any action arises under this Agreement, including, without limitation the interpretation or enforcement of any term of this Agreement, the prevailing party in any such action shall be entitled to recover its reasonable attorney’s fees and related costs.