Effective date: Feb 07, 2025

These Corti Terms of Service form a binding legal agreement (the “Agreement”) between Corti and the applicable customer (“Customer”), who has accepted these Terms of Service prior to accessing the API (as defined below). Corti and the Customer are hereinafter referred to collectively as the "Parties" and each as a "Party". If you are located in the United States, “Corti” shall mean Corti America Inc. a corporation organized and existing under the laws of the State of Florida and having a place of business at 3401 N. Miami Ave., Suite 230, Miami, Fl 33127. If you are located in any other country, “Corti” shall mean Corti ApS, a corporation organized and existing under the laws of Denmark, having its principal office at Kuglegårdsvej 2, 2nd floor, 1434 Copenhagen K, Denmark, with company registration number 35669825.

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1. DEFINITIONS

Defined terms shall have the meanings set out below:

1.1 "API" means the application programming interface in the Platform enabling interaction between the Platform and Customer's systems.

1.2 “Corti IP Rights” means copyrights, designs, patents, trademark rights, domain names, and any other proprietary intellectual property rights and know-how to the Platform, including the software, any Enhancements, and the Documentation.

1.3 “Customer Data” means any data, including Personal Information, submitted by Customer to the Platform.

1.4 “Documentation” means any user guides, manuals, and other documentation that may be provided by Corti from time to time regarding the Platform.

1.5 “Enhancements” means updates, upgrades, modifications, improvements, developments, new features, or other enhancements related to the Platform.

1.6 "Modules" means the modules available for testing on the Platform.

1.7 “Personal Information” means any information submitted by or on behalf of Customer to the Platform relating to an identified or an identifiable natural person.  

1.8 “Platform” means Corti’s hosted software platform(s) made available to Customer hereunder, as listed in the Order Form, including maintenance, underlying server infrastructure services, and the API as well as any Enhancements.

1.9 "Section" means the sections of this Agreement.

1.10 “Third-Party Sites” means any websites, platforms, applications, or other software or materials owned and operated by third parties.

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2. PLATFORM LICENSE

2.1 Grant of license.
Subject to Customer’s compliance with the terms and conditions set out in the Agreement, Corti grants Customer a revocable, time-limited, non-exclusive, non-sublicensable, and non-transferable right to access and use the Platform. The license is granted for the sole purpose of Customer's trial and evaluation of Corti's Platform and its capabilities in accordance with this Agreement and the Documentation.

2.2 The license is granted free of charge.
‍If the Customer, or its organization, wishes to use the Platform for commercial purposes, an agreement for such use must be entered into.

2.3 Restrictions. Customer will not:
a) sell, lease, license, sublicense, rent, assign, distribute, transmit, host, outsource, disclose or otherwise make the Platform available, in whole or in part, to any third party;

b) use manual or automated means to trawl, mine, scrape, frame, or mirror the Platform; decompile, disassemble or reverse engineer the Platform, or attempt to access any source code included in the Platform;

c) use the Platform to develop any competing offering;

d) upload, transmit, or submit any viruses, malware, or malicious code, or other harmful materials to the Platform, or otherwise interfere with the operation of the Platform;

e) attempt to gain any unauthorized access to the Platform or any part thereof;

f) use the Platform for any unlawful purpose or in an unlawful manner;

g) remove, alter or obscure any trademark or copyright notices contained in the Platform;

h) provide any false or misleading information or any information it does not have the right to provide;

i) otherwise violate the Documentation and/or any of Corti’s other published rules, policies, or guidelines; or

j) perform any security or penetration testing, or benchmarking analysis, of the Platform.


‍3. ACCESS TO THE PLATFORM

3.1. General. The Platform is delivered as an online software-as-a-service operated by Corti and may be accessed through a web application or the API. To use the Platform, Customer must meet the technical requirements set out in the Documentation.


‍4. LICENSING OF THIRD-PARTY SOFTWARE

4.1. Open-source software. The Platform is partially comprised of certain open-source software components, which is subject to the terms and conditions of the respective open-source license agreements as set out in the Documentation.

4.2. Subcontractors. Corti shall be responsible for its use of any subcontractors, as if Corti had performed such services itself. Entering into this Agreement, Corti makes use of the subcontractors set out in the Documentation, which Customer hereby approves. For underlying cloud infrastructure, Corti currently uses Microsoft Azure. Customer accepts any standard terms of these subcontractors in effect from time to time, and Customer shall indemnify Corti from and against any losses incurred in connection with Customer's breach of such standard terms. Irrespective of the foregoing, Corti may freely perform further outsourcing or chain outsourcing of services.


5. SCOPE OF LICENSE

5.1 Platform. The license is a trial license to the Platform, with features as described in the Documentation. The Platform will be hosted in Corti’s standard cloud environment.

5,2 Obligations and Best Efforts. The Platform is not subject to any service level obligations by Corti. Corti will provide commercially reasonable efforts to facilitate access to the Platform.

5.3 Right to Revoke: Corti reserves the right to revoke any access to the Platform at Corti's sole discretion.

5.4 Enhancements. Customer acknowledges that it is entering into this Agreement on the basis of the Platform as it exists today, and for the purpose of trial and testing, and not in reliance upon any requested or anticipated Enhancements. Enhancements are developed and released at Corti’s sole discretion. Enhancements will be the sole property of Corti, and for avoidance of doubt Customer hereby assigns any right, title, or interest it may otherwise have in any such Enhancements to Corti. Corti reserves the right to update, modify, suspend or discontinue, temporarily or permanently, the Platform or any service to which it connects, with or without notice and without liability to the customer.

5.5 Exclusions. The license to the Platform does not cover the following or in the following situations:

• hardware, software, or other components which are not part of the Platform;
• errors or problems caused by or contributed to by hardware, software or other components, which are not provided by Corti;
• errors or problems caused by Customer or its users not following the instructions and recommendations from Corti;
• errors or problems caused by third parties not acting on behalf of Corti; or
• Customer not fulfilling its obligations in this Agreement, including as set out in Section 6.

6. CUSTOMER OBLIGATIONS AND USERS

6.1. General. Customer shall follow all instructions and recommendations given by Corti in respect of the use of the Platform.

6.2. User Access. Customer is solely responsible for managing user access to the Platform and, thus, the Customer Data, including Personal Information, accessible therein.

6.3. Unauthorized Access or Use. Customer will prevent any unauthorized access to, or use of, the Platform and, in the event of any such unauthorized access or use, promptly notify Corti. Customer is solely responsible for ensuring that its access means remain secure and confidential and will notify Corti immediately if it suspects any unauthorized use of a user account.

6.4. Responsibility for Users. Customer will be fully responsible for authentications, for any actions taken using Customer's user accounts, and for any acts or omissions of Customer's personnel.

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7. TERM AND TERMINATION
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7.1. Term: This Agreement will become effective when Customer is granted access to the Platform and shall continue in force until a maximum of three (3) months or until terminated by either Party.

7.2. Termination: Either Party may terminate this Agreement at any time by 30 days’ written notice to the other Party.

7.3. Effect of Termination. Upon the expiration or termination of this Agreement, Customer’s right to access the Platform will immediately end.

7.4. Survival. The provisions of Sections 2.3 (Restrictions), 5.4 (Enhancements), 7.3 (Effect of Termination), 7.4 (Survival), 9.1 (Disclaimer), 10 (Customer Data), 12 (Personal Data), 13 (Intellectual Property Rights), 14 (General) of this Agreement will survive the expiration or termination of the Agreement in addition to those Sections that in accordance with their content are of a surviving nature.


‍8. SUSPENSION

8.1. Suspension. Corti may immediately suspend Customer’s access to the Platform if:
(i) Customer breaches Section 2.2, or
(ii) Corti determines in good faith that suspension is necessary to avoid possible harm to Corti’s, Customer’s, or any third party’s property, systems, or information.

8.2. Notification. Corti will notify Customer of the suspension and reason therefore as soon as commercially practicable and restore service as soon as commercially practicable once the underlying issue is resolved.
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‍9. WARRANTY, DISCLAIMER AND LIMITATION OF LIABILITY
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‍9.1. No warranty and Limitation of Liability: As outlined above, the license is provided strictly "as is" and free of charge, intended solely for testing and not for commercial use. To the fullest extent permitted by law, Corti disclaims all warranties, whether express, implied, or statutory, and assumes no liability for any damages. This includes, but is not limited to, indirect, special, incidental, or consequential damages and loss of profits, arising from the use or inability to use the Offerings. This disclaimer applies regardless of the cause or theory of liability.

9.2. Product Liability. Corti shall only be liable for product damages in accordance with mandatory rules of Danish law to the extent such liability cannot be waived by agreement. Corti specifically disclaims any other product liability on any other basis.

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10. CUSTOMER DATA
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10.1. General. Customer Data is owned by the Customer and is part of Customer’s confidential information. Corti will use commercially reasonable safeguards designed to protect Customer Data in its possession or control from any unauthorized use or disclosure. Customer is responsible for its Customer Data, including its content and accuracy. Customer represents and warrants that it has made all disclosures, provided all notices, and has obtained all rights, consents, and permissions necessary for Corti to use the Customer Data as set forth in this Agreement without violating or infringing any applicable laws, third-party rights, or terms or policies that apply to the Customer Data.

10.2. Processing rights. Corti is entitled to process Customer Data for the purpose of Customer's use of the Platform, including through the Customer's upload to cloud infrastructure included in the Platform.

10.3. Usage Data. Irrespective of this Section 10, Corti may use and disclose training data, cf. Section 6.5, or Customer Data other than Personal Information which is not anonymized as described above or aggregated technical or usage data relating to the Customer's use of the Platform and the performance of the Platform (collectively "Usage Data") for the purpose of improving its offerings and other legitimate purposes, provided Corti does not disclose any Usage Data in a manner that identifies Customer or any individual.

10.4. Backups. Corti will not be responsible for any loss, destruction, alteration or disclosure of Customer Data, and Customer should make its own backups of important Customer Data. In the event of any loss or damage to Customer Data in Corti’s possession, Corti’s sole responsibility will be to use commercially reasonable efforts to restore the latest backup of such Customer Data maintained by Corti in accordance with its standard archiving procedure.


11. CONFIDENTIAL INFORMATION

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11.1. Definition. “Confidential Information” means any non-public information provided by one Party (“Discloser”) to the other Party (“Recipient”) hereunder that is either conspicuously identified as confidential or proprietary or should be reasonably understood to be confidential based on the nature of the information or circumstances of the disclosure. Confidential Information includes information regarding a Party’s technology, software, websites, pricing, customers, or other business, technical, or financial information. Without limiting the generality of the foregoing, Customer’s Confidential Information includes the Customer Data, and Corti’s Confidential Information includes any non-public information regarding the Platform and the Documentation.

11.2. Exclusion. Irrespective of Section 11.1, Confidential Information does not include information thatL
(i) is already known to Recipient without obligation of confidentiality prior to its disclosure by Discloser;
(ii)is in or enters the public domain through no wrongful act of the Recipient;
(iii) is or was lawfully received by Recipient from a third party without confidentiality obligations; or
(iv) can be established by written documentation to have been independently developed by Recipient without access to the Confidential Information.

11.3. Protection. Recipient will only use Confidential Information to perform its obligations or exercise its rights under this Agreement. Recipient will not disclose Confidential Information to any individuals or entities except for its and its Affiliates’ officers, employees, agents, and representatives who have a need to know such Confidential Information for the purposes of this Agreement and who are bound by confidentiality obligations at least as protective as those set forth herein. Recipient will maintain the Confidential Information in confidence using the same degree of care as it uses to protect its own similar information (but no less than reasonable care) and will be liable for any unauthorized use or disclosure of the Confidential Information.

11.4. Confidentiality Period. The protections set forth in this Section 11 will continue to apply to any Confidential Information disclosed during the term of the Agreement for the greater of five years, or so long as such Confidential Information is protected as a trade secret under applicable law.

11.5. Compelled Disclosure. If Recipient is required by a binding order of a governmental agency or court of competent jurisdiction to disclose any Confidential Information of Discloser, Recipient will, if legally permitted, provide Discloser with prompt written notice sufficient to allow Discloser an opportunity to appear and object to such disclosure. If such objection is unsuccessful, then Recipient may produce only such Confidential Information as is required by the court order or governmental action.

11.6. Return or Destruction. At Discloser’s request upon termination of this Agreement, Recipient will promptly return or destroy all Confidential Information (including any copies thereof) in its possession or control, except that Recipient may retain (i) any copies required to be retained under applicable law and (ii) copies in backup or archive media created in the ordinary course of business; provided in each case that the obligations of confidentiality hereunder will continue to apply to such retained copies.

11.7. Remedies. Each Party agrees that the other Party may have no adequate remedy at law if there is a breach or threatened breach of this Section 11 and, accordingly, that the non-breaching Party will be entitled to seek injunctive or other equitable relief to prevent or remedy such a breach in addition to any legal remedies available to that Party.

11.8. Know-how. Corti shall not in any way be restricted from using any general and specific knowledge and know-how obtained from Customer.


12. PERSONAL INFORMATION‍

12.1. Compliance. Customer must comply with applicable data protection law and shall be considered data controller for any personal data processed under this Agreement.

12.2. Data Processing. Any processing of Personal Information carried out by Corti on behalf of Customer is done solely pursuant to Corti's standard data processing agreement in force from time to time and Customer's specific instructions, if any.


13. INTELLECTUAL PROPERTY RIGHTS‍

13.1. Proprietary Rights. Customer acknowledges that all rights, title, and interests in and to the Platform and the Documentation (including without limitation all copyrights, patents, trademarks, trade secrets and other intellectual property rights)) belong and shall remain solely as exclusive property to Corti or its relevant licensors. Rights in the Platform are licensed (not sold) to Customer, and Customer has no rights in the Platform other than the right to use them in accordance with the Agreement and the Documentation.

13.2. Feedback. Any intellectual property rights created or formed as a result of the Agreement, including any intellectual property rights related to feedback, suggestions, or requests for Enhancements provided from Customer or its users to Corti regarding the Platform (collectively, “Feedback”), shall belong to and vest in Corti immediately upon creation without any further consideration paid. Customer shall, and ensure that its users will, execute those documents and do those things which Corti considers necessary to give full effect to this Section 14.2.

13.3. Notice and Cooperation. If a third party claims that Corti or the Platform infringe third party rights, Customer shall give Corti prompt written notice of the claim and Corti shall take over the defense of the claim. Customer shall cooperate with and assist Corti in defending or settling such claim at Corti's expense. Customer may not make any admission as to liability and shall not consent to the entry of any judgment or enter into any settlement without Corti's prior written consent.

13.4. Indemnification by Customer. Customer will indemnify, defend, and hold Corti harmless from and against any Losses it may incur in connection with a third party claim to the extent arising out of Customer’s use of the Platform or the Documentation or the Customer Data.

13.5. Indemnification by Corti. Corti shall not be obligated to indemnify or defend the Customer with respect to any third party claim arising out of or relating to the Platform. To the extent Corti is required to provide indemnification under applicable law, Corti  shall be solely responsible for the investigation, defense, settlement and discharge of any claim that the Platform or your use of it infringes any third party intellectual property rights.
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14. GENERAL
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14.1. Governing Law. This Agreement is governed by the laws of the country indicated below, without regard to choice of law rules, and you hereby submit to the jurisdiction of the courts located in the jurisdiction below and the applicable service of process. The official text of the Agreement or any notices required hereby shall be in English.
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Address of License - United States
Governing Law - State of Delaware, excluding the United Nations Convention on the International Sale of Goods.
Jurisdiction - Delaware Federal courts

Address of License - Rest of world
Governing Law - Denmark
Jurisdiction - Arbitration arranged by the Danish Institute of Arbitration, Copenhagen.

14.2. Assignment. Neither this Agreement nor any rights or responsibilities hereunder may be assigned, delegated, or otherwise transferred by Customer without the prior written consent of Corti.