Terms & conditions | Gladia Inc.

Last update: 11/08/2025

These Terms and Conditions (the “Agreement”) are made between Gladia Inc., a Delaware corporation with an address at c/o Corporation Service Company, 251 Little Falls Drive Wilmington, New Castle County, Delaware, 19808 (“Supplier” or “Gladia”) and any person or entity (“Customer”) using the audio transcription application programming interface provided by Gladia (“API”) as more specifically described herein and in the Order (defined below) executed under this Agreement. Supplier and Customer are sometimes hereinafter referred to individually as a “Party” or collectively as the “Parties.”

1. Services; Restrictions.

1.1. Subject to and conditioned on Customer’s compliance with the terms and conditions of this Agreement, Supplier hereby grants Customer a non-exclusive, non-transferable right to access and use the API during the Term, to obtain the predefined number of audio transcription hours set forth in the applicable Order. The API enables the Customer to transcribe information, detect and separate speakers, translate, extract, classify and summarize information based on input provided by the Customer in accordance with the Terms of Use, as more accurately described in the Order.

1.2. In connection with the foregoing, Gladia shall deliver support services and functions (along with the provision of the API, collectively, the “Services”) as further described in an order (each, an “Order”). Each Order entered into by the Parties shall constitute a separate contractual obligation and shall incorporate therein all of the terms and conditions of this Agreement and contain such additional terms and conditions as agreed upon. Material changes to the scope of an Order may only be made in a writing signed by both Parties (“Change Order”). Supplier will have no obligation to provide services outside the scope of Services under an Order without a Change Order.

1.3. The Services shall be subject to the Terms of Use available at https://www.gladia.io/general-terms-of-use-gladia-inc as may be amended from time to time by Gladia.

1.4. Material changes in the scope of the Services may be made from time to time during the term of this Agreement by a written amendment to this Agreement signed by Supplier and Customer. Supplier reserves the right to provide the Services from any Supplier location from which it conducts business and from which it is authorized to do business, and Supplier may, in its reasonable discretion, subcontract any part of the Services to its affiliates (without notice to Customer) and/or independent contractors selected by Supplier (with notice to Customer), inside or outside the United States. Services provided to Customer that are not identified in this Agreement will be provided subject to the terms and conditions of this Agreement at Supplier’s then current price for such Services.

1.5. Customer shall not (and shall not authorize any third party to):

(a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services, the API or any software, documentation or data related to or provided with the Services or the API;

(b) modify, translate, create any derivative works based on the Services or the API, or copy (except for archival purposes), rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services or the API;

(c) circumvent any user limits, applicable usage allowances, or timing, use, or functionality restrictions set forth in the applicable Order or built into the Services or the API;

(d) remove any proprietary notices, labels, or marks from the Services or the API;

(e) frame or mirror any content forming part of the Services or the API;

(f) access the Services or the API in order to, and/or assist a third party to, build a competitive product or service or copy any ideas, modules, functions, or graphics;

(g) register, or make it possible to register or support the third party registration of trademarks, business names, or other designations of Supplier;

(h) use Supplier’s intellectual property rights for its benefit, e.g., by combination of Supplier logos and/or trademarks with its own business name and/or company name or its own products or services;

(i) attempt to gain unauthorized access to the Service or its related systems or networks;

(j) send or store any viruses, worms, time bombs, Trojan horses or other malicious code, files, scripts, agents or programs; or

(k) otherwise use the Services outside of the scope of the express rights granted herein. Customer will use the Services only for its own business operations, and not otherwise outside the scope of the express rights granted herein.

1.6. Customer will not knowingly or willfully use the Services in any manner that could damage, disable, overburden, impair or otherwise interfere with Supplier’s provision of the Services or the data contained therein. Customer will be responsible for maintaining the security of its equipment and account access passwords. Customer represents and warrants that Customer will use the Services only in compliance with applicable laws and regulations and regulations. Customer will be liable for all acts and omissions of its authorized users.

1.7. Gladia shall have the right, at its sole discretion and at any time, to modify the Services, including, but not limited to, the addition, modification, or removal of ranges, options, or features, as well as the enhancement of performance. The Customer shall be notified of any such modifications at least seven (7) days prior to their implementation. In the event that the functionalities of the API have regressed, at Gladia’s discretion, and if the Customer is dissatisfied with any such modification, the Customer may be offered by Gladia to roll back to the previous version of the API. If Gladia is unable to offer such roll back, the Customer may terminate the affected Service by registered letter within thirty (30) days following the implementation of the modification.

2. Specific Developments.

2.1. The Customer may request Gladia to undertake specific developments not included within the scope of the Services, which are tailored to the Customer’s requirements (hereinafter referred to as the “Specific Developments”). Such Specific Developments shall be subject to separate invoicing, based on a quotation provided by Gladia and governed by a separate Order.

2.2. Each Specific Development shall be subject to a distinct quotation, which shall remain valid for a period of thirty (30) business days from the date of issuance. Thereafter, Gladia’s quotation shall automatically expire and be considered null and void, and the Customer shall be required to request a new quotation from Gladia.

2.3. The Customer agrees to provide Gladia with all necessary and relevant information, including but not limited to sufficiently detailed specifications, in order to enable Gladia to assess the feasibility and suitability of the Customer’s needs. The effective performance of Gladia’s advisory obligations in connection with the Specific Developments is contingent upon the accuracy and completeness of the information provided by the Customer. Gladia may assume that all information furnished by the Customer is truthful and accurate. Should there be any changes to the information provided, the Customer agrees to promptly notify Gladia. Gladia shall not be held liable for any incorrect or incomplete delivery of the Specific Developments resulting from the Customer’s failure to provide timely, complete, or accurate information.

2.4. The Specific Developments created and delivered to the Customer shall remain the exclusive property of Gladia.

3. Price and Payment.

3.1. In exchange for the Services performed by Supplier, Customer agrees to compensate Supplier at the rates identified in the Order(s). All fees are non-cancelable and nonrefundable. Such rates are exclusive of any federal, state, or local sales or use taxes, or any other taxes or fees assessed on, or in connection with any of the Services rendered herein. No withholding taxes shall be applicable to payments of the fees and Customer shall not withhold any such taxes from payments hereunder. Customer will pay all fees in U.S. Dollars or in such other currency as agreed to in writing by the Parties. Customer will pay all undisputed invoices within the terms set forth in the applicable Order(s).

3.2. If Customer disputes any invoiced amounts in good faith, Customer shall notify Supplier in writing of such disputed amount by no later than the due date for the applicable invoice, in sufficient detail to permit Supplier to investigate the dispute, otherwise such invoice will be deemed accepted. A late charge of 1.5% per month, or the maximum permitted by law, whichever is lower, shall accrue on past due billings, unless Customer notifies Supplier of a billing dispute in good faith in writing prior to the payment due date for the invoice. Notwithstanding the foregoing, Customer agrees to pay any undisputed amounts to Supplier in accordance with the terms of this Agreement. If Customer fails to pay any undisputed amounts that are more than thirty (30) days past due, Supplier may also: (i) withhold, suspend, or revoke its grant of any rights or licenses under Section 1.1 and/or under the Terms of Use; (ii) suspend the provision of any Services; and/or (iii) terminate this Agreement and/or any applicable Order with written notice to Customer. Customer shall reimburse Supplier for all costs incurred by Supplier in collecting any late payment of amounts due or related interest or otherwise enforcing the terms of this Agreement, including, without limitation, attorneys’ fees, court costs, and collection agency fees.

3.3. Customer shall be responsible for applicable taxes imposed on Services provided by Supplier to Customer under this Agreement, including state and local sales and use and similar fees and taxes, but excluding income or similar taxes based on Supplier’s income and assets or employment taxes and withholdings related to Supplier’s employment activities.

3.4. Gladia reserves the right to adjust prices in its sole discretion, at any time and without notice to Customer; provided, however, that Gladia will provide Customer with at least thirty (30) days’ advance notice of any price changes. To the extent that the price of the Services changes and Customer does not agree to the new price, Customer will have the right to terminate this Agreement as provided herein within thirty (30) days after the notice of the price change.

4. Term and Termination.

4.1. Term. The term of this Agreement will enter into force upon acceptance by Customer and will continue for the term set forth in the Order (the “Initial Term”), unless earlier terminated in accordance with this Agreement or an Order. Thereafter, the term will renew automatically for successive one (1) year terms (each, a “Renewal Term”; the Initial Term and Renewal Term are collectively referred to herein as the “Term”) unless and until (i) this Agreement is terminated in accordance with its terms; or (ii) either Party gives the other Party notice of its intention not to renew this Agreement at least sixty (60) days prior to any anniversary date of this Agreement.

4.2. Termination for Cause. If timely payment cannot be charged to Customer’s payment provider for any reason, if Customer has materially breached any provision of this Agreement, or if Gladia is required to do so by law, Gladia has the right to, immediately and without notice, suspend or terminate this Agreement, any Orders, and any Services provided to Customer. Customer agrees that all terminations for cause shall be made in Gladia’s sole discretion and that Gladia shall not be liable to Customer or any third party for any termination of the Account. If Customer’s ability to access the Services is discontinued by Gladia due to Customer’s violation of any portion of this Agreement, Customer acknowledges that Customer will not be entitled to receive a refund for fees related to those Services to which Customer’s access has been terminated.

4.3. Termination for Bankruptcy. Either Party shall have the immediate right to terminate this Agreement or any Order, by providing written notice to the other Party, in the event that (i) the other Party becomes insolvent, enters into receivership, is the subject of a voluntary or involuntary bankruptcy proceeding, or makes an assignment for the benefit of creditors; or (ii) a substantial part of the other Party’s property becomes subject to any levy, seizure, assignment or sale for or by any creditor or government agency.

4.4. Effects of Termination. The termination of this Agreement or any Order shall not release Customer from the obligation to make payment to Supplier of all amounts then due and payable pursuant to this Agreement, including (i) fees or other compensation for Services payable to Supplier through the effective date of such termination; (ii) any prior-approved expenses incurred by Supplier, pursuant to this Agreement (and/or the applicable Order(s)), and (iii) reservations, contracts, commitments and other arrangements previously authorized by Customer in connection with this Agreement (and/or the applicable Order(s)) that Supplier is unable to cancel, as well as any cancellation penalties imposed by any third party resulting from Supplier’s adherence to Customer’s instructions. Customer will pay fees, including any applicable taxes, to Supplier for Services performed prior to any termination, including for pre-termination Services that generate post-termination obligations. If Supplier terminates this Agreement or an Order due to Customer’s breach, all fees set forth on such Order are immediately due and payable.

4.5. Force Majeure. Each Party hereto shall be excused from performance hereunder, except for payment of invoices to Supplier by Customer, for any period and to the extent that it is prevented from performing any services pursuant hereto in whole or in part, when and to the extent such failure or delay is caused by any circumstances beyond such party’s reasonable control including, but not limited to, (i) acts of God; (ii) flood, fire, earthquake, explosion, epidemic, pandemic or other public health issue; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (iv) government order, law, or actions; (v) embargoes or blockades in effect on or after the date of this Agreement; (vi) national or regional emergencies; (vii) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (viii) shortage of adequate power or transportation facilities. Each Party shall, however, make all reasonable efforts to remove or eliminate such cause for delay or default and shall, upon cessation of the cause, diligently pursue performance of its obligations under the Agreement.

5. Intellectual Property.

5.1. Except as otherwise provided herein and in the Terms of Use, the Parties agree that no transfer of Intellectual Property Rights (as defined below) or license is, or is meant to be, affected or granted by this Agreement. Each Party shall own and retain all right, title and interest in and to: (a) any of its intellectual property rights, including any development thereof (including all copies, modifications, enhancements, improvements and derivative works thereof); (b) all of its service marks, trademarks, trade names or any other designations associated with such Party’s technology, services or products; (c) all copyrights, patent rights, trade secret rights, and other proprietary rights relating to such Party’s technology, services or products, whether registered or not (collectively “Intellectual Property Rights”). The Parties recognize that performance of Supplier hereunder will require the skills of Supplier and, therefore, Supplier shall retain the right, without fee and for any purpose, to independently use, develop, distribute, enhance and improve its experience and “know-how,” including processes, ideas, approaches, methodologies, concepts, skills, tools, techniques, expressions, software and code (and related components), whether possessed by Supplier prior to, or acquired, developed, or refined by Supplier in the course of performance of this Agreement and the Services. For the avoidance of doubt, Supplier reserves all rights, title and interest in and to the Services, and any algorithms, derivative works, or any modifications, corrections, improvements, or extensions to the Services including all related Intellectual Property Rights. No rights are granted to Customer hereunder other than as expressly set forth herein. Customer acknowledges and agrees that Supplier may provide services to, or prepare materials for, third parties that may be the same or similar to the Services provided to Customer under this Agreement.

5.2. Supplier shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by Customer relating to the operation of the Service. Supplier has the right to analyze the Customer’s use of the Services to improve, enhance, and optimize the performance of the Services. For this purpose, Supplier may collect and analyze the data derived from the Customer’s use of the Service and process such data in an aggregated and anonymized form during or after the term of this Agreement.

6. Confidential Information.

6.1. The Parties understand and acknowledge that they may, from time to time, disclose Confidential Information to each other. For purposes of this Agreement, the term “Confidential Information” relates to the terms of this Agreement, technical, financial, customer, personnel and/or business information in written, graphic, oral or other tangible or intangible form, regardless of whether or not such information is marked confidential. Neither Party will use or disclose to any third party the other Party’s Confidential Information at any time without the prior written consent of the disclosing Party and shall take reasonable measures to prevent any unauthorized disclosure by its employees, agents, contractors, or consultants. Each Party will restrict access to the Confidential Information of the other Party to those of its personnel (including such personnel employed by its affiliates) engaged in the performance, management or use of the Services or performance of such Party’s obligations hereunder, provided that such parties are bound by obligations of confidentiality substantially similar to the terms of this Agreement. Each Party shall be liable for any breach of this Agreement by any of its own or its affiliates’ personnel. The obligations of the Parties with respect to Confidential Information shall begin on the date of initial disclosure of Confidential Information and continue for a period of five (5) years beyond the termination or expiration of this Agreement, except that the nondisclosure obligations and restrictions on use with respect to any information that constitutes a trade secret shall continue in effect so long as the information remains a trade secret under applicable law.

6.2. The following shall not be considered Confidential Information for purposes of this Agreement: (i) information which is or becomes in the public domain through no fault or act of the receiving Party; (ii) information which was independently developed by the receiving Party without the use of or reliance on the disclosing Party’s Confidential Information; (iii) information which was provided to the receiving Party by a third party under no duty of confidentiality to the disclosing Party; or (iv) information which is required to be disclosed by law with no further obligation of confidentiality, provided, however, prompt prior notice thereof shall be given to the Party whose Confidential Information is involved.

6.3. The Parties agree that the disclosure of any of the foregoing Confidential Information by either Party shall give rise to irreparable injury to the owner of the Confidential Information, inadequately compensable in monetary damages. Accordingly, the non-disclosing Party may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies which may be available at law or in equity.

6.4. If a Party (“Ordered Party”) receives a request to disclose any Confidential Information of the other Party, whether pursuant to a valid subpoena or an order issued by a court or regulatory body (“Ordering Party”), and on advice of legal counsel that disclosure is required by law, then prior to disclosure, the Ordered Party shall, to the extent permitted by applicable law (i) notify the other Party of the terms of such request and advice, (ii) cooperate with the other Party in taking lawful steps to resist, narrow, or eliminate the need for such disclosure, and (iii) if disclosure is nonetheless required, work with the other Party to take into account the other Party’s reasonable requirements as to its timing, content and manner of making or delivery and use best efforts to obtain a protective order or other binding assurance from the Ordering Party that confidential treatment shall be afforded to such portion of the Confidential Information as is required to be disclosed. The foregoing is without limitation of the other Party’s ability to seek a protective order or other relief limiting such disclosure; in such a case, the Ordered Party shall cooperate in such efforts by the other Party.

6.5. Upon expiration or termination of this Agreement, or upon written request by the relevant Party, a Party shall promptly return or destroy with documentary evidence thereof, at the other Party’s option, all documents and other materials received from or on behalf of the other Party containing or reflecting such other Party’s Confidential Information, except that such party may retain copies of Confidential Information as required by the receiving Party pursuant to applicable law or that are stored on its IT backup and disaster recovery systems until the ordinary course deletion thereof.

7. Customer Responsibilities.

7.1. In addition to any obligations and responsibilities described elsewhere in this Agreement, Customer shall have responsibility for the following:

7.1.1. To ensure that the Customer systems and any applications to be accessed by Supplier in performing the Services are accessible, available, maintained and updated in order to support the Services;

7.1.2. To provide ready access to all appropriate computing platforms, software, documentation, training material, premises and personnel necessary for Supplier’s performance of the Services throughout the duration of the Agreement;

7.1.3. To supply information requested by Supplier as reasonably necessary to perform the Services contemplated under this Agreement, including without limitation for Gladia to provide any Specific Developments (“Customer Materials”). Customer hereby grants to Supplier the right and limited license to use such Customer Materials solely as necessary to provide Services. Customer shall be solely responsible for the accuracy, quality, integrity, completeness, non-infringement, legality, reliability, and appropriateness of the Customer Materials and all Customer-approved information and lists contained therein. To the extent that any Customer Materials include personal information, the processing of the same by Supplier shall be subject to the provisions of the Data Processing Agreement attached hereto as Exhibit A;

7.1.4. To timely participate in any meetings that may be required for Supplier to provide the Services and make its personnel reasonably available for such meetings, and to assign personnel with relevant training and experience to work as part of a project team with Supplier or in consultation with Supplier’s personnel, as needed for Supplier’s performance of the Services; and

7.1.5. To obtain and maintain all necessary licenses and consents and comply with all applicable laws and regulations in relation to the Services to the extent that such licenses, consents, and laws and regulations relate to Customer’s business, premises, staff, and equipment;

(collectively, the “Customer Responsibilities”).

7.2. Customer shall reasonably cooperate with Supplier in the providing of Services in connection with the Customer Responsibilities. Customer understands that Supplier’s performance depends on Customer’s timely and effective performance of the Customer Responsibilities and obligations hereunder, timely decisions and approvals by Customer, and the accuracy of the assumptions set forth in each Order. Supplier may rely on all Customer decisions and approvals in connection with the Services; any material changes by Customer of its decisions or approvals are subject to a Change Order. Customer shall be responsible for, and agrees to pay, the actual and reasonable costs of delays caused by Customer or its agents, subcontractors, consultants, or employees incurred by Supplier.

8. Representations and Warranties.

8.1. Representations and Warranties of Supplier.

Supplier represents, warrants and agrees that:

8.1.1. It is a duly formed and validly existing entity organized under the laws of the state identified at the outset of this Agreement;

8.1.2. It has the right and authority to enter into this Agreement, and is not under any pre-existing obligation inconsistent with the provisions of this Agreement; and

8.1.3. The Services will be performed in accordance with Customer’s written specifications as set forth in this Agreement.

8.2. Representations and Warranties of Customer.

Customer represents, warrants, and agrees that:

8.2.1. It is a duly formed and validly existing entity organized under the laws of the state identified at the outset of this Agreement and is in good standing under the laws of each jurisdiction where such qualification is required;

8.2.2. It has the right and authority to enter into this Agreement, and is not under any pre-existing obligation inconsistent with the provisions of this Agreement;

8.2.3. It will comply with all applicable federal, state, county, and municipal statutes, laws, regulations, codes, ordinances and orders in the performance of its obligations under this Agreement; and

8.2.4. To the best of Customer’s knowledge, the Customer Materials and any and all other material provided to Supplier under this Agreement have been, or shall be, furnished to Supplier in writing and at all times shall be true, accurate, complete and free of any misrepresentation, misstatement or material omission, and in compliance with all applicable federal, state and local laws and regulations;

8.2.5. It has all rights, consents and authorizations necessary to provide Supplier with the Customer Materials and any data contained therein, including without limitation any personal information of third parties, and to use and transmit such Customer Materials in order to provide the Services; Customer is responsible for the security of Customer Materials that is stored on Customer’s websites, systems or applications or based on Customer’s configuration of the Services;

8.2.6. The Customer Materials and any other information, input or data provided by Customer shall (i) comply with all applicable laws, rules and regulations; (ii) not infringe on the rights of any third parties (including without limitation the image rights of persons and property and intellectual property rights); and (iii) not contain software viruses or any computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

8.2.7. If Customer provides Gladia with any personally identifiable information about another person, whether through an audio/video recording or otherwise, Customer (i) has that person’s consent to do so; and (ii) Customer is responsible for ensuring that Customer’s (and any of its personnel or representatives, if applicable) use, control, processing and treatment of such information and any of Customer’s legal policies relating thereto are in compliance with all applicable laws, rules and regulations, the Terms of Use and this Agreement. Customer agrees that the Customer Materials shall not include any data that is subject to specific regulatory or self-regulatory requirements, including, without limitation: financial account numbers, social security numbers, tax ID numbers, passport numbers, any government identification numbers of any kind, payment card data, protected health information or other sensitive information.

8.3. Customer Remedies.

For breach of the express warranties of Supplier set forth above, Customer’s exclusive remedy will be the re-performance of the deficient Services. If Supplier cannot re-perform such deficient Services as warranted, Customer will be entitled to recover a pro-rata portion of the unused fees paid to Supplier for such deficient Services, and such refund will be Supplier’s entire liability.

9. Disclaimer of Warranty.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ORDER, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY SUPPLIER, AND SUPPLIER EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, ORAL OR WRITTEN, CONTRACTUAL OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR COMPATIBLE WITH SUBSEQUENT VERSIONS OF RELEVANT SOFTWARE, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE BY SUPPLIER, THE SERVICES ARE PROVIDED TO CUSTOMER ON AN “AS IS” AND “AS AVAILABLE” BASIS. CUSTOMER ACKNOWLEDGES THAT NEITHER SUPPLIER NOR ITS THIRD-PARTY PROVIDERS CONTROLS THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. SUPPLIER IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. CUSTOMER ACKNOWLEDGES THAT SUPPLIER IS PERFORMING THE SERVICES HEREUNDER IN RELATION TO CUSTOMER MATERIALS OR OTHER SYSTEMS AND DATA THAT HAVE BEEN PRODUCED BY OR ON BEHALF OF CUSTOMER, AND FOR ALL OF WHICH SUPPLIER HAS NO RESPONSIBILITY. IN ADDITION, SUPPLIER EXPRESSLY DISCLAIMS ANY WARRANTY OR LIABILITY WITH RESPECT TO DESIGN OR LATENT DEFECTS, SECURITY OF DATA OUTSIDE OF SUPPLIER’S NETWORKS, OR COMPLIANCE WITH LAWS, REGULATIONS, OR OTHER OFFICIAL GOVERNMENT RELEASES APPLICABLE TO CUSTOMER, WHICH SHALL BE THE SOLE RESPONSIBILITY OF CUSTOMER. SUPPLIER AND ITS THIRD-PARTY PROVIDERS MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE RELIABILITY, AVAILABILITY, TIMELINESS, SUITABILITY, ACCURACY OR COMPLETENESS OF THE SERVICES OR THE RESULTS CUSTOMER MAY OBTAIN BY USING THE SERVICES.

10. Indemnification and Limitation of Liability.

10.1. Mutual Indemnification.

Each Party shall indemnify, defend and hold harmless the other Party, its parent company, affiliates and subsidiaries and each of their respective officers, directors, employees, owners, shareholders, attorneys, representatives, lenders, successors and permitted assigns from and against any and all third party claims, demands, losses, damages or expenses (including, but not limited to, reasonable attorneys’ fees), directly arising from or as a result of:

10.1.1. the negligent or wrongful acts or omissions of a Party, and

10.1.2. bodily injury or death of any person or damage to real and/or tangible personal property directly caused by the negligence or willful conduct of the indemnifying Party, its personnel or agents in connection with the performance of the Services hereunder, and

10.1.3. any breach by a Party of Section 6 (Confidential Information).

10.2. Customer Indemnification.

Customer shall indemnify, defend and hold harmless Supplier, its officers, directors, employees, affiliates and agents (collectively, the “Supplier Indemnified Parties”) and each of their respective officers, directors, employees, owners, shareholders, attorneys, representatives, lenders, successors and permitted assigns from and against any and all third party claims, demands, losses, damages or expenses (including, but not limited to, reasonable attorney’s fees), directly arising from or as a result of: (i) Supplier’s use or reliance upon any Customer Materials or any other plans, specifications, content and materials (including, without limitation, any software, hardware, systems, data and networks) provided by or on behalf of Customer in connection with the Services and/or the Specific Developments; (ii) any dispute or other proceeding (including, without limitation, response to any third-party subpoena, but excluding any dispute between Customer and Supplier) in which Customer becomes involved (even if only as a non-party or third-party participant) as a result of Customer’s misuse of the Services, including reimbursement of Supplier’s time and expenses (including reasonable external and internal legal costs) incurred to respond to any request or participate in any proceedings; or (iii) Customer’s breach of any representation, warranty, or obligation of Customer under this Agreement.

10.3. Indemnification Procedure.

The Party seeking indemnification under this Section will give prompt written notice to the other Party of a claim that is subject to such indemnification. The failure by an indemnified Party to give notice as provided above shall not relieve the indemnifying Party of its obligations under this Section, except to the extent that such failure results in the failure of actual notice and the indemnifying Party is damaged as a result of the failure to give notice. In addition, the indemnified Party will allow the indemnifying Party to direct and control the defense and settlement of any such claim, with counsel of the indemnifying Party’s choosing, and will provide the indemnifying Party, at the indemnifying Party’s expense, with information and assistance that is reasonably necessary for the defense and settlement of the claim. The indemnified Party shall have the right to employ separate counsel and to participate in (but not control) such action, but the fees and expenses of such counsel shall be at the expense of the indemnified Party unless: (i) the employment of counsel by the indemnified Party has been authorized by the indemnifying Party; (ii) the indemnified Party has been advised by its counsel in writing that there is a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of the defense of the action; or (iii) the indemnifying Party has not in fact employed counsel to assume the defense of the action within a reasonable time following receipt of the notice given pursuant to this Section, in each of which cases the fees and expenses of such counsel shall be at the expense of the indemnifying Party. If any proposed settlement materially affects an indemnified Party, the indemnifying Party shall not settle any claim without the written consent of the indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed.

10.4. Limitation of Liability.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SERVICES, WHETHER ARISING OF OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTIES, FAILURE OF ESSENTIAL PURPOSE, OR OTHERWISE, EXCEED THE TOTAL AMOUNT OF FEES PAID TO SUPPLIER BY CUSTOMER PURSUANT TO THE APPLICABLE ORDER UNDER WHICH THE LIABILITY PRINCIPALLY ARISES DURING THE SIX (6) MONTH PERIOD PRECEDING THE LAST EVENT UPON WHICH LIABILITY IS PRINCIPALLY PREDICATED. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY LOSS OF USE, LOST REVENUE, LOST PROFITS, LOSS OF DATA, OR DIMINUTION IN VALUE, OR FOR ANY INDIRECT, PUNITIVE, EXEMPLARY, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT PRODUCT LIABILITY), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

11. Commercial References.

Gladia may use the Customer’s names, trademarks and logos and refer to Customer’s websites as commercial references for the duration of the contractual relationship and three (3) years thereafter.

12. Miscellaneous Clauses.

12.1. Waiver.

The rights and remedies provided to each of the Parties herein shall be cumulative and in addition to any other rights and remedies provided by law or otherwise. Any failure in the exercise by either Party of its right to terminate this Agreement or to enforce any provision of this Agreement for default or violation by the other Party shall not prejudice such Party’s rights of termination or enforcement for any further or other’s default or violation or be deemed a waiver or forfeiture of those rights.

12.2. Assignment.

Neither Party may assign this Agreement or any obligations hereunder without the prior written consent of the other Party, which may be withheld for any reason at such Party’s sole discretion; provided, however, that Gladia may in good faith assign this Agreement to a parent, affiliate, or subsidiary, including in connection with a merger, acquisition, reorganization, or consolidation without Customer’s consent. Any attempted assignment, other than as set forth in this Section 12, without such written consent shall be null and void. Supplier shall not subcontract the provisions of the Services or any other obligations of Supplier hereunder without Customer’s prior information. Customer acknowledges and agrees that Supplier uses third parties to provide supporting functions related to the Services including offsite data storage, janitorial, maintenance and site security and that such indirect services are not deemed to be subcontracting pursuant to this Agreement.

12.3. Notices.

All notices required under or regarding this Agreement will be in writing and will be considered if delivered personally, mailed via registered or certified mail (return receipt requested and postage prepaid), given by email (confirmed by registered mail or courier) or sent by courier (confirmed by receipt).

12.4. Severability.

If any term or provision of this Agreement is held to be illegal or unenforceable, the validity or enforceability of the remainder of this Agreement will not be affected.

12.5. Captions.

The section headings in this Agreement are intended solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.

12.6. Entire Agreement.

This Agreement incorporated herein and any exhibits hereto, along with the Terms of Use, constitutes the entire agreement between the Parties and shall supersede any prior or contemporaneous communications, representations or agreements between the Parties, whether oral or written, regarding the subject matter of this Agreement. In the event of any inconsistency between this Agreement and the Terms of Use, this Agreement shall take precedence.

12.7. Independent Contractor.

The Parties enter into this Agreement as independent contractors and nothing within this Agreement shall be construed to create a joint venture, partnership, agency, or other employment relationship between the Parties. Neither Party shall have authority to create any obligation for the other Party, except to the extent stated in this Agreement. Each Party will be solely responsible for payment of all compensation owed to its employees, including all applicable federal, state and local employment taxes and will make deductions for all taxes and withholdings required by law.

12.8. No-Hire.

Customer acknowledges that the recruitment and retention of Gladia personnel (employees and contractors) represents a significant investment, the loss of which would interfere with Gladia’s provision of the Services and be detrimental to Gladia’s current and future business and profits. Accordingly, Customer agrees that, without written consent, for the duration of this Agreement and for a period of two (2) year thereafter, Customer shall not directly, or knowingly indirectly, induce, initiate, solicit for hire, or cause a third party to induce, initiate, or solicit for hire any Gladia personnel and shall not seek to interfere with the working relationship of any such individual and Gladia. Such non-solicitation shall not prohibit: (i) general solicitation such as job fairs or general advertising for available employment positions used in the ordinary course of Customer’s business, consistent with past practices; and (ii) “cold calls” from employee search firms where neither the prospect, the prospect’s position, or Gladia has been identified to the search firm, directly or indirectly, by Customer.

12.9. Amendments.

This Agreement may be amended only by an instrument in writing executed by the Parties hereto specifically referencing this Agreement and the provision to be amended.

12.10. Conflict.

In the event of any inconsistency between this Agreement and any Order or Exhibits entered into by and between the Parties, the terms of the Order shall prevail.

12.11. Survivability.

Each term and provision of this Agreement that would by its very nature or terms survive any termination or expiration of this Agreement shall survive any termination or expiration of this Agreement, regardless of the cause thereof.

12.12. Dispute Resolution.

The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between executives who have authority to settle the controversy and who are at a higher level of management than the persons with direct responsibility for administration of this Agreement. All negotiations pursuant to this Section are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence.

12.13. Applicable Law and Venue.

This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without reference to principles of conflict of laws thereof. Any action brought by either Party against the other Party with respect to, or in any manner arising from, this Agreement shall be filed in and maintained exclusively in a court of competent jurisdiction in New York County, New York, which shall be the sole and exclusive venue for any such action. Each of the Parties hereby agrees to submit to the exclusive jurisdiction of such courts in New York County, New York. The Parties waive, to the fullest extent permitted by law, any right to trial by jury in any action, suit or proceeding brought to enforce, defend or interpret any right or remedy under, or arising in connection with, or relating to, this Agreement.

12.14. Successors and Third-Party Beneficiaries.

Subject to Section 12.2 of the Agreement (Assignment), this Agreement shall inure to the benefit of Supplier and Customer and any successors or assigns of Supplier and Customer. No third party shall have any rights hereunder.

12.15. Counterpart Execution.

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute the same agreement. The exchange of copies of this Agreement and of signature pages by facsimile or other electronic transmission shall constitute effective execution and delivery of this Agreement as to the Parties and may be used in lieu of the original Agreement for all purposes. Signature of the Parties transmitted by facsimile or other electronic means shall be deemed to be their original signature for all purposes.

List of Annexes:
- Annex I: Description of processing
- Annex II: Technical and organizational measures, including technical and organizational measures to ensure data security
- Annex III: List of sub-processors

ANNEX I: Description of processing

ANNEX II : Technical and organizational measures including technical and organizational measures to ensure data security

Description of the technical and organizational security measures implemented by the Processor(s) (including any relevant certification) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, as well as the risks to the rights and freedoms of natural persons.

Gladia uses reputable third-party service providers to host its production infrastructure. Gladia relies on these third parties to manage the physical access controls to the data center facilities that they manage. Some of the measures that Gladia’s service providers provide to prevent unauthorized persons from gaining physical access to the data processing systems available at premises and facilities (including databases, application servers and related hardware), where Personal Data is Processed.

Gladia maintains and enforces a security program that addresses how Gladia manages security, including the security controls Gladia employs. The security program includes:

Documented policies that Gladia formally approves, internally publishes, communicates to appropriate personnel and reviews at least annually
Documented, clear assignment of responsibility and authority for security program activities;
Regular testing of the key controls, systems and procedures.

All Gladia employees and Gladia independent contractors who may have access to data, including those who Process Personal Data acknowledge their data security and privacy responsibilities under Gladia’s policies.

For Personnel, Gladia, either itself or through a third party

Implements pre-employment background checks and screening
Conducts security and privacy training

Authentication

Gladia authenticates each Personnel’s identity through appropriate authentication credentials such as strong passwords, token devices or biometrics.

Training and Awareness

Annual Security and Privacy Training. Gladia’s employees complete an annual Security and Privacy awareness training on Gladia’s data security and confidentiality policies and practices.

ANNEX III: List of sub-processors

1. The Processor shall use the following sub-processors: Access Management to Gladia User interface (app.gladia.io) : No user data (Audio nor text) are processed and performed in this section.