Welcome to the Taqriry Platform. Please read these End User Terms (these “User Terms”) carefully because they govern your (“Customer” or “you”) access and use of the Taqriry Platform (as defined below). If you are accessing and using the Taqriry Platform on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that entity to these User Terms. In that case, “Customer” and “you” will refer to that entity. To make these User Terms easier to read, the terms “Taqriry,” “we,” “our,” and “us” include Taqriry Technologies, Inc. and our affiliates and subsidiaries.
By using the Taqriry Platform, you agree to be bound by these User Terms. If you do not agree to be bound by these User Terms, do not use the Taqriry Platform. If you are accessing and using the Taqriry Platform on behalf of a company (such as your employer) or other legal entity, Taqriry’s processing of personal data contained within Customer Materials is governed by the Data Processing Addendum (found below as Attachment 1), not the Taqriry Privacy Notice. For more details, see section 5.5 of these User Terms.
IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE USER TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND Taqriry THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 9 “DISPUTE RESOLUTION FOR INDIVIDUALS”, AND SECTION 10 “DISPUTE RESOLUTION FOR ENTITIES” BELOW FOR DETAILS REGARDING ARBITRATION (INCLUDING THE PROCEDURE TO OPT OUT OF ARBITRATION).
“Aggregate Data” means any data that is derived or aggregated in de-identified form from (i) any Customer Materials; or (ii) Customer’s and/or its Authorized Users’ access and/or use of the Taqriry Platform, including, without limitation, any usage data or trends with respect to the Taqriry Platform.
“Authorized User” means an employee or contractor whom Customer has authorized to access and use the Taqriry Platform.
“Customer Materials” means all information, data, content, and other materials, in any form or medium, that is submitted, posted, collected, transmitted, or otherwise provided by or on behalf of Customer through the Taqriry Platform or to Taqriry in connection with Customer’s access and/or use of the Taqriry Platform, but excluding, for clarity, Aggregate Data and any other information, data, data models, content, or materials owned or controlled by Taqriry and made available through or in connection with the Taqriry Platform.
“Documentation” means the operator and user manuals, training materials, specifications, minimum system configuration requirements, compatible device and hardware list, and other similar materials in hard copy or electronic form if and as provided by Taqriry to Customer (including any revised versions thereof) relating to the Taqriry Platform, which may be updated from time to time upon notice to Customer.
“Intellectual Property Rights” means patent rights (including, without limitation, patent applications and disclosures), inventions, copyrights, trade secrets, know-how, data and database rights, mask work rights, and any other intellectual property rights recognized in any country or jurisdiction in the world.
“Licensed Seats” means the number of Authorized Users permitted to use the Taqriry Platform based on Customer’s subscription tier, if applicable.
“Output” means the transcripts, text, decisions, or other output generated by Customer’s and its Authorized Users’ prompts, inputs, use of, and interactions with the Taqriry Platform. All Output is deemed “Customer Materials.”
Taqriry Platform” means Taqriry’s proprietary AI-based software-as-a-service platform, and all associated technology, in object code format only, which is made available by Taqriry to Customer and is intended to integrate with Customer’s user applications and enable Customer to record and automatically transcribe video calls and take notes based on the conversations on such calls.
Taqriry IP” means the Taqriry Platform, the underlying software provided in conjunction with the Taqriry Platform, algorithms, interfaces, technology, databases, tools, know-how, processes, and methods used to provide or deliver the Taqriry Platform, the Documentation, and Aggregate Data, all improvements, modifications, or enhancements to, or derivative works of, the foregoing (regardless of inventorship or authorship), and all Intellectual Property Rights in and to any of the foregoing.
Taqriry Platform
Subject to the terms and conditions of these User Terms, Taqriry hereby grants to Customer a limited, non-exclusive, non-transferable (except in compliance with Section 11.6) right to access and use the Taqriry Platform during the Term, solely for Customer’s internal business purposes, in accordance with, and subject to, the number of Licensed Seats.
Restrictions
Customer will not at any time, and will not permit any third party (including, without limitation, Authorized Users) to, directly or indirectly:
Authorized Users
Customer will not allow any party other than Authorized Users to access or use the Taqriry Platform. Customer may permit Authorized Users to access and/or use the Taqriry Platform, provided that:
(a) the access and use, including the number of Authorized Users, does not exceed the number of Licensed Seats, and
(b) Customer ensures each Authorized User complies with all applicable terms and conditions of these User Terms.
Third-Party Services
Certain features and functionalities within the Taqriry Platform may allow Customer and its Authorized Users to integrate, interface, or interact with compatible third-party services, products, technology, and content, including but not limited to Zoom, Google Meet, and Microsoft Teams (collectively, without limitation, “Third-Party Services”) through the Taqriry Platform. Taqriry does not provide any aspect of the Third-Party Services and is not responsible for any compatibility issues, errors, or bugs in the Taqriry Platform or Third-Party Services caused in whole or in part by the Third-Party Services or any update or upgrade thereto. Customer is solely responsible for maintaining the Third-Party Services and obtaining any associated licenses and consents necessary for Customer to use the Third-Party Services in connection with the Taqriry Platform.
Reservation of Rights
Subject to the limited rights expressly granted hereunder, Taqriry reserves and, as between the Parties, will solely own, the Taqriry IP and all rights, title, and interest in and to the Taqriry IP. No rights are granted to Customer hereunder (whether by implication, estoppel, exhaustion, or otherwise) other than as expressly set forth herein.
Support
Taqriry will provide reasonable technical support to Customer by electronic mail and/or phone in connection with its use of the Taqriry Platform on weekdays during the hours of 9:00 a.m. to 5:00 p.m. Arabian Standard Time (AST), with the exception of Saudi Arabian public holidays (“Support Hours”), subject to the following conditions:
Customer may initiate a helpdesk ticket during Support Hours by emailing help@taqriry.com or contacting Customer’s dedicated account manager.
Feedback
From time to time, Customer or its employees, contractors, or representatives may provide Taqriry with suggestions, comments, feedback, or the like with regard to the Taqriry Platform (collectively, “Feedback”). Customer hereby grants Taqriry a perpetual, irrevocable, royalty-free, and fully paid-up license to use and exploit all Feedback in connection with Taqriry’s business purposes, including, without limitation, the testing, development, maintenance, and improvement of the Taqriry Platform.
Changes to Terms or Platform
We may update these User Terms at any time, at our sole discretion. If we do so, we’ll let you know by posting the updated User Terms on our website, within the Taqriry Platform, or through other communications. It’s important that you review these User Terms whenever we update them or whenever you use the Taqriry Platform. If you continue to use the Taqriry Platform after we have posted updated User Terms, you agree to be bound by the updated User Terms. If you do not agree to be bound by the updated User Terms, you may not use the Taqriry Platform anymore. Because the Taqriry Platform is evolving over time, we may change or discontinue all or any aspect of the Taqriry Platform at any time and without notice, at our sole discretion.
Fees
You agree to pay Taqriry all of the fees agreed upon in connection with your registration and/or use of the Taqriry Platform, if applicable.
Payments
All payments made for the Taqriry Platform to Taqriry will be made in U.S. dollars by credit card and will be non-refundable. You hereby authorize Taqriry, through a third-party credit card processor, to charge your credit card for the applicable fees. The Taqriry Platform will only be made available if the agreed upon fees are paid in full, and access to the Taqriry Platform may be suspended for the time that any such fees are due and not paid.
Taxes
You will be responsible for all value-added tax (VAT), sales tax, and any other similar taxes, duties, or charges imposed by the Kingdom of Saudi Arabia or any local governmental regulatory authority on any amount payable by you to Taqriry hereunder, other than any taxes imposed on Taqriry’s income. Without limiting the foregoing, in the event you are required to deduct or withhold any taxes from the amounts payable to Taqriry hereunder, you shall pay an additional amount so that Taqriry receives the amounts due to it hereunder in full, as if there were no withholding or deduction.
Definition. As used herein, “Confidential Information” means any information that one Party (the “Disclosing Party”) provides to the other Party (the “Receiving Party”) in connection with these User Terms, whether orally or in writing, that is designated as confidential or that reasonably should be considered to be confidential given the nature of the information and/or the circumstances of disclosure. For clarity, the Taqriry Platform and the Documentation will be deemed Confidential Information of Taqriry. However, Confidential Information will not include any information or materials that: (a) are at the date of disclosure, or have subsequently become, generally known or available to the public through no act or failure to act by the Receiving Party; (b) are rightfully known by the Receiving Party prior to receiving such information or materials from the Disclosing Party; (c) are rightfully acquired by the Receiving Party from a third party who has the right to disclose such information or materials without breach of any confidentiality or non-use obligation to the Disclosing Party; or (d) are independently developed by or for the Receiving Party without use of or access to any Confidential Information of the Disclosing Party.
Obligations. The Receiving Party will maintain the Disclosing Party’s Confidential Information in strict confidence, and will not use the Confidential Information of the Disclosing Party except as necessary to perform its obligations or exercise its rights under these User Terms; provided that Taqriry may use and modify Confidential Information of Customer in de-identified form for purposes of developing and deriving Aggregate Data and in accordance with Section 5.3. The Receiving Party will not disclose or cause to be disclosed any Confidential Information of the Disclosing Party, except (a) to those employees, representatives, or contractors of the Receiving Party who have a bona fide need to know such Confidential Information to perform under these User Terms and who are bound by written agreements with use and nondisclosure restrictions at least as protective as those set forth in these User Terms, or (b) as such disclosure may be required by the order or requirement of a court, administrative agency or other governmental body, subject to the Receiving Party providing to the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a protective order or otherwise contest the disclosure.
Terms of User Terms. The terms and conditions of these User Terms will constitute Confidential Information of each Party but may be disclosed on a confidential basis to a Party’s advisors, attorneys, actual or bona fide potential acquirers, investors or other sources of funding (and their respective advisors and attorneys) for due diligence purposes.
Ownership. Taqriry acknowledges that, as between Customer and Taqriry and except as set forth in Section 5.2, Customer owns and retains all right, title and interest in and to all Customer Materials.
License. Notwithstanding anything in these User Terms to the contrary, Customer hereby grants to Taqriry (a) a non-exclusive, worldwide, royalty-free right and license to use, host, reproduce, display and perform publicly, and modify the Customer Materials solely for the purpose of hosting, operating, improving and providing the Taqriry Platform (which may include generating and providing Output and verifying general updates and improvements to the Taqriry Platform), and (b) a non-exclusive, worldwide, royalty-free, perpetual, irrevocable right and license to use, host, reproduce, display and perform publicly, and modify the Customer Materials pursuant to Section 5.3, and for related internal operations and functions such as operational analytics and reporting, internal financial reporting and analysis, audit functions, archival, and other internal business purposes.
AI Models; Training.
If Customer is using the Taqriry Platform under the free “Starter” subscription tier: Customer agrees that Taqriry may create de-identified Customer Materials (including Output) (the “De-Identified Data”) for any purpose, including without limitation, training its own AI and machine learning models and sharing the De-Identified Data with third parties who may use the De-Identified Data to train their own AI and machine learning models. For the avoidance of doubt, we will not attempt to re-identify the De-Identified Data and the De-identified Data will not include any identifiable information regarding Customer or any individuals which are the subject of Customer’s data.
If Customer is using the Taqriry Platform under the “Pro” or “Business” subscription tiers: will not use or share any Customer Materials (including Output) provided or generated from Customer’s use of the Taqriry Platform to train any AI or machine learning models (including Taqriry).
Data Security. Each Party will use commercially reasonable efforts and take no less than industry standard precautions to store, collect, transmit, handle and receive all data received from the other Party in connection with these User Terms, and will cooperate with one another in good faith with respect to any issue, inquiry or incident involving the security of such data to the extent necessary to comply with applicable laws, rules and regulations including, without limitation, all applicable data protection and privacy laws.
Authority. Customer represents and warrants that (a) it has obtained and will obtain and continue to have, during the Term, all necessary rights, consents, authority and licenses for the access to and use of the Customer Materials (including any consents necessary for recording or transcription of video calls, or any other collection of personal data provided or otherwise collected pursuant to Customer’s privacy policy) as contemplated by these User Terms and (b) Taqriry use of the Customer Materials in accordance with these User Terms will not violate any applicable laws or regulations or cause a breach of any agreement or obligations between Customer and any third party. Customer is solely responsible (i) for ensuring that the technology it uses the Taqriry Platform with is able to obtain all necessary consents, or (ii) for otherwise manually obtaining all necessary consents.
Exclusion of Damages. NEITHER Taqriry NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE Taqriry PLATFORM WILL BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE USER TERMS OR FROM THE USE OF OR INABILITY TO USE THE Taqriry PLATFORM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT Taqriry OR ANY OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
Basis of the Bargain. THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION 8 ARE AN ESSENTIAL PART OF THE BASIS OF THE BARGAIN BETWEEN Taqriry AND CUSTOMER, AND WILL APPLY EVEN IF THE REMEDIES AVAILABLE HEREUNDER ARE FOUND TO FAIL THEIR ESSENTIAL PURPOSE.
Term. These user terms apply to you for the duration of your access to the Taqriry Platform until (i) terminated by us or (ii) until you cease use of the Taqriry Platform.
Termination. We may terminate your access to and use of the Taqriry Platform, at our sole discretion, at any time and without notice to you. You may cancel your account at any time by sending an email to us at contact@taqriry.ai, or, if applicable, via the Taqriry Platform.
Effect of Termination. Upon expiration or termination of these User Terms: (a) the rights granted pursuant to Section 2.1 will terminate; and (b) Customer will return or destroy, at Taqriry sole option, all Taqriry Confidential Information in its possession or control, including permanent removal of such Taqriry Confidential Information (consistent with customary industry practice for data destruction) from any storage devices or other hosting environments that are in Customer’s possession or under Customer’s control, and at Taqriry request, certify in writing to Taqriry that the Taqriry Confidential Information has been returned, destroyed or, in the case of electronic communications, deleted. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due or otherwise accrued through the effective date of expiration or termination or entitle Customer to any refund.