Terms of Use

1. Accepting the Terms. You agree to these Terms on behalf of yourself as an individual and, if you are acting on behalf of a person, corporation or other entity, then you agree to these Terms on behalf of that person, corporation, or other entity (in either case, “you”, “your”). You represent and warrant that you have the legal authority and capacity (e.g., are of legal age) to accept these Terms and to act on behalf of and bind that person, corporation, or other entity to these Terms. We may change these Terms from time to time and will notify you of such changes by any reasonable means, including by posting revised Terms through our website. Any changes will not apply retroactively and will become effective immediately. The “Last Updated” legend above indicates when these Terms were last changed. Your use of the Platform following any changes to these Terms means you agree to the changes. If you do not agree to this Agreement or any changes, you must stop using the Platform immediately and terminate this Agreement.
2. Registration. You may need to register to use or access all or part of the Platform. During registration, you must comply with our procedures and provide us with certain information, such as contact or identification information. Any registration information that you give us must be accurate and up to date and you will promptly notify us of any changes. You agree that we may use your registration information to contact you in connection with these Terms, including notifications of any updates to the Platform. You must be at least eighteen (18) years old to access or use the Platform. Hume does not knowingly collect personal information from individuals under thirteen (13) years old.
3. Access Credentials. Once registered, we will issue certain access credentials to access the Platform, such as a username, password, and API key. Your access credentials are for your personal use only and must be kept confidential. You may not sell, share, transfer, sublicense or otherwise make the access credentials available to others or misrepresent your credentials when accessing or using the Platform. You are responsible for any use or misuse of your access credentials.

1. Guidelines and Documentation. In addition to these Terms, you agree that you (and your use of the Platform) will comply with all guidelines, policies, or rules applicable to the Platform, which may be posted on our website, including the Privacy Policy (collectively, “Additional Terms”), other agreements you have with Hume related to other Hume products or services that interface with the Platform, and any technical documentation, parameters, or other additional requirements applicable to the Platform provided to you by Hume and as may be modified by us from time to time (“Documentation”).
2. Applications. These Terms, any Additional Terms, and Documentation also apply to your development and use of (1) any and all software applications, websites, tools, services or products that incorporate, access, or use the Platform (each an “Application”), and (2) the display of any data, information or other content accessed via the Platform (“Content”). Applications may not make the Content or any portion of the Platform available on a stand-alone basis, nor have the primary purpose of making Content available to users.
3. License. Subject to your compliance with these Terms, any applicable Additional Terms, and the Documentation, Hume grants you a revocable, non-exclusive, non-sublicensable, non-transferable, non-assignable right, during the Duration to: (i) access and use the Platform solely for the purposes of developing, testing, operating and supporting your Applications, (ii) allow end users to use the Platform as integrated within your Applications, (iii) display Content within your Applications that is designated by Hume for such use, and (iv) as otherwise expressly authorized in writing by Hume.
4. Ownership. As between you and Hume, Hume owns all right, title and interest in and to the Platform and any associated intellectual property rights, and has the right to make alterations at any time for any or no reason without bearing responsibility or liability for such actions. Subject to the foregoing, you own all right, title and interest in and to your Application. Except as expressly provided in these Terms, (i) Hume grants no rights or licenses, whether express or implied, under intellectual property rights, and (ii) neither party shall acquire any right, title or interest, in or to any property of the other under these Terms. All rights and licenses not expressly granted in these Terms are withheld.
5. Feedback. If you provide Hume with any ideas, proposals, suggestions, or other materials related to the Platform or any of our technology, data, business, or systems, you hereby grant to Hume and its affiliates a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, fully sublicensable (through multiple tiers), transferable, assignable right and license to reproduce, distribute, modify, commercialize, use, and otherwise such ideas, proposals, suggestions, or other materials, and to authorize others to do so, for any and all purposes purposes without any obligation to you.
6. Support. Hume may provide technical support and services to you in connection with the Platform, including with respect to integration of the Platform with an Application. Hume, within its sole discretion, may stop providing such support or services to you at any time, for any reason, and without any obligation to you.
7. Third Party Products. In the event that you use third party products, software, services, or materials (“Third Party Products”) in connection with your use of the Platform, such use is governed by the applicable third-party terms and conditions for such Third Party Products. Hume is not responsible for any Third Party Products or for your use of any Third Party Products.
8. Early Access, Previews, and Private/Public Betas. You may be provided access to all or part of the Platform for early access, preview, or beta testing purposes (“Beta”). Beta is offered for purposes of testing, evaluating, and improving the Platform, may have different privacy, security, or compliance commitments, and may not be error free. Content in Beta may not be secured and may be lost or damaged, and Output generated in Beta may also be subject to third party licenses, including, without limitation, open source licenses.
9. Free Tier. If you are using a free tier of the Platform, you may not create more than one account to receive additional benefits under the free tier. We may charge you standard rates for the Platform, or suspend or terminate access to the Platform, if we determine that you are not using the free tier in good faith.
10. Children. Hume AI does not knowingly collect, either online or offline, personal information from persons under the age of 13. In order to use or access the Platform, you must be at least 18 years old.

1. will use the Platform in compliance with all applicable laws, these Terms, any applicable Additional Terms, the Documentation, the license granted in Section 2(c), and any agreements you may have with anyone else (for the avoidance of doubt, you will not use the Platform or allow any user to use your Applications in a way that violates applicable law, including: (i) illegal activities, such as child pornography, gambling, cybercrime, piracy, violating copyright, trademark or other intellectual property laws; (ii) accessing or authorizing anyone to access the Platform from an embargoed country, region, or territory as prohibited by the U.S. government; and (iii) threatening, stalking, defaming, defrauding, degrading, victimizing or intimidating anyone for any reason);
2. will use the Platform in a manner that does not infringe, misappropriate or violate any third-party intellectual property or proprietary rights;
3. will use the Platform to in a manner consistent with the Ethical Guidelines, such that (i) the primary purpose of each of your Applications is listed as an example within the Conditionally Supported Use Cases section of the Ethical Guidelines, and (ii) each Application complies with all recommendations accompanying that example within the Ethical Guidelines;
4. will use the Platform in compliance with any call rate limits or other restrictions that may be established by us from time to time;Usage Requirements In using our Platform, you (and anyone acting on your behalf):
5. will use the Platform only in the countries, regions or territories currently supported by Hume;
6. will not reproduce, modify, adapt, translate, create derivative works of, sell, offer to sell, lend, distribute, provide access to or otherwise exploit any portion of the Platform, or attempt to do so, except as expressly authorized in Section 2(c);
7. will not reverse engineer, decompile, translate or otherwise attempt to discover the source code of any portion of the Platform, or any of Hume’s underlying components, models, algorithms, and systems;
8. will not harvest or collect data from the Platform, or Hume’s or its affiliates’ software, algorithms, models or systems;
9. will not create any software that functions substantially similarly to any portion of the Platform and use it as a replacement for the platform or provide it to third parties;
10. you will not use the Platform to develop competing products or services;
11. will not remove, obscure, or alter any copyright, trademark or other proprietary rights notice appearing on or contained within the Platform;
12. will not interfere or attempt to interfere with the functionality of the Platform;
13. will not buy, sell, share or transfer access credentials to or with a third party or allow third parties to access or use the Platform without Hume’s prior written consent;
14. will not provide, allow access to, distribute or make publicly available any portion of the Platform; and
15. will not cause a third party to do any of the foregoing without Hume’s prior written consent.

1. In using the Platform, you agree to the following restrictions based on your access level:

   1. If you access or use the Platform free of charge (a “Free User”) or as a user on the "Starter Plan", you may only use the Platform for non-commercial purposes;

   2. If you access or use the Platform through a paid subscription plan at the "Creator Plan" tier or above (including Pro, Scale, Business, and Enterprise plans), you may use the Platform for commercial purposes.

2. In either case, your access and use of the Platform, including any Output generated through the Platform, must comply with our Acceptable Use Policy and all other applicable terms, including these Terms, the Ethical Guidelines, and any Additional Terms.

1. Inputs and Outputs. You may submit data, information, or other content as input to our Platform ("Input"). When you provide Input to the Platform, you may receive audio output generated by one or more Hume’s products, based on your Input (“Output”) (collectively, the “Content”). Input may include, but is not limited to, voice recordings, text descriptions, or any other content you provide through the Platform. Your use of the Platform, including providing Input and receiving or using Output, is subject to our Acceptable Use Policy. In some cases, you may download Output from certain Platform; such Output may be used outside the Platform but remains subject to these Terms and our Acceptable Use Policy. If you choose to make any information publicly available through the Platform, you do so at your own risk.

2. Voice Cloning. Certain Platform allow you to create a voice model capable of generating synthetic audio resembling your voice or a voice you are authorized to share with us ("Voice Cloning"). To execute Voice Cloning, you may be required to upload voice recordings as Input. For details on how we handle your voice recordings, including collection, use, sharing, retention, and deletion, please refer to Section 8 below. 

3. Rights to Your Content. Except as explicitly stated in these Terms, you retain all rights to your Input. Output is generated using Hume’s foundational and other artificial intelligence voice models (collectively, the “Hume Models”). Except as expressly stated herein, you retain all rights to your Output.

4. License to Your Content. You grant Hume a license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform or display, and otherwise utilize your Input to provide, improve, and develop the Platform and new products. This license includes the right to use your voice and other personal identifiers contained in your Input for these purposes. However, Hume will not commercialize your voice on a standalone basis without your explicit permission. This license is:

   1. Perpetual and irrevocable (cannot be withdrawn),

   2. Nonexclusive (you may license your Input to others),

   3. Royalty-free and fully paid (no monetary fees apply),

   4. Worldwide (valid globally), and

   5. Sub-licensable (may be extended to others).

5. Necessary Rights. You represent and warrant that you have all necessary rights to grant the above license for any Input or Output you provide. You further warrant that your Content and User Voice Models, and our use of them, will not infringe on any third-party rights or cause harm to any individual or entity.

6. No PHI. You may not provide Input containing protected health information (PHI) as defined by the Health Insurance Portability and Accountability Act (HIPAA) of 1996, Pub. L. No. 104-191, unless permitted under an executed HIPAA Business Associate Agreement (BAA).

1. Your use of the Platform involves access to confidential, proprietary or trade secret information or materials of Hume (and its affiliates, suppliers, or other third parties) (“Confidential Information”). Confidential Information includes the Platform and other information that Hume or its affiliates consider confidential or would reasonably be considered confidential under the circumstances. Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of your own; (ii) you already possess without any confidentiality obligations when you received it under these Terms; (iii) was or is later rightfully disclosed to you by a third party without any confidentiality obligations; or (iv) you independently developed without using or referencing any Confidential Information
2. You will: (a) use the Confidential Information only as expressly permitted by these Terms (and not for the benefit of any third party), and not in any manner or for any purpose other than as expressly permitted in these Terms; (b) not make available to any third party, directly or indirectly, any Confidential Information without Hume’s express prior written consent; and (c) use Confidential Information only as expressly permitted under these Terms. You will be solely responsible and liable for all use and disclosure of Confidential Information by you and your personnel, end users of your Applications or by or through an Application. You may disclose Confidential Information when required by law or the valid order of a court or other governmental authority if you give reasonable prior written notice to Hume of the disclosure.
3. Upon any expiration or termination of these Terms, you will immediately delete all copies of Confidential Information in your possession, custody or control. You acknowledge and agree that your breach or threatened breach of this section may cause Hume irreparable harm and significant injury, the amount of which may be difficult to estimate and ascertain, thus making inadequate any remedy at law or in damages. Therefore, you agree that Hume is entitled to injunctive relief by any court of competent jurisdiction enjoining any threatened or actual breach of these Terms and for any other relief that such court deems appropriate, in addition to any other remedy or remedies available at law or in equity.

1. You will ensure that each Application contains protections that are adequate to keep secure and prevent the interception, loss, destruction, acquisition or damage to any data or information transmitted to or through the Application, as well as unauthorized access to or disclosure of any portion of the Platform. If you discover or suspect any security vulnerabilities in connection with your Application or the Platform, you will promptly notify Hume. You must establish a process to respond to any security vulnerabilities in your Application.
2. You acknowledge and agree that Hume and its affiliates may (but are not obligated to) monitor any activity in connection with the Platform for the purposes of (i) security, (ii) ensuring the quality of and improving Hume’s systems, products and services, (iii) performing research and development; and (iv) ensuring compliance with these Terms and all applicable laws. You will provide Hume with continuous means to carry out such monitoring at no charge, including reasonable access to your Application. You will not interfere with such monitoring and Hume may use any technical means to overcome such interference.

1. Compliance with Laws. You must comply with all laws and regulations applicable to your Application and your use of the Platform (including the Content). Such laws and regulations include those related to the collection, use and disclosure of personal information (“Privacy Laws”). You must provide your own user agreement and privacy policy with your Application that is consistent with Hume’s Privacy Policy, and you must ensure it is prominently located where users download or access your Application. The user agreement and privacy policy must accurately disclose to users how and what personal information you collect, use and disclose through your Application. If you are governed by the European General Data Protection Regulation or California Consumer Privacy Act and will be using Hume on your behalf for the processing of “personal data” as defined in the GDPR or “Personal Information” as defined in the CCPA, you may wish to execute our GDPR / CCPA Data Processing Agreement. Please visit https://dev.hume.ai/docs/support for details.
2. HIPAA. Hume does not intend, and absent its express written agreement does not permit, use of the Platform by any person that is a “covered entity” or a “business associate” under the Health Insurance Portability and Accountability Act, as amended (“HIPAA”). If you qualify as a “covered entity” or “business associate” under HIPAA or if you become qualified as a “covered entity” or “business associate” under HIPAA, you will promptly notify Hume. Hume, at its sole discretion, may require you to immediately cease using the Platform.

1. User Data. You are solely responsible for any user data or information collected by you through each Application.
2. Your Submissions. Hume does not acquire any ownership of any intellectual property rights in the data, information and other materials that you make available to Hume through the Platform (“Submissions”). You can read more here about how Non-API submissions may be used to improve model performance.

You will not use Hume’s or any of its affiliates’ trade names, trademarks, service marks and associated logos (“Hume Marks”) without our prior written consent. Any and all goodwill generated by you in the Hume Marks will inure to the sole benefit of Hume and/or its licensors, as applicable.

1. Term. These Terms will begin when you first register or use the Platform, whichever is earlier, and will remain effective until terminated in accordance with its terms (the “Duration”).
2. Termination or Suspension by Hume. We have the right to immediately terminate these Terms or suspend (temporarily or permanently), terminate or revoke access to or use of the Platform (including through any Application or by any end user of an Application), in whole or in part, at any time for any reason, and with or without cause or notice to you.
3. Termination by You. You may terminate these Terms immediately upon written notice to Hume and discontinuation of all use of the Platform.
4. Effect of Termination. Upon termination of this Agreement by either you or Hume, or suspension by Hume, any and all licenses you may have with respect to the Platform will immediately and automatically terminate, you will immediately stop using the Platform, and you will delete any Confidential Information in your possession or control. You will be responsible for any outstanding Fees or Taxes owed.
5. Survival. To the extent applicable, the following sections will survive and remain in effect after the termination of these Terms: Section 4.2 (Ownership); Section 4.3 (Feedback); Section 4.4 (Limitations); Section 6 (Confidentiality); Section 7 (Security); Section 8 (Privacy); Section 9 (Data); Section 10 (Branding); Section 11 (Termination); Section 13 (Indemnification); Section 14 (Disclaimers); Section 15 (Limitation of Liability); and Section 16 (Miscellaneous Terms).

1. Fees. You agree to pay all fees or charges to your account (“Fees”) in accordance with the prices and billing terms in effect at the time the Fee is incurred. Except as otherwise provided in a separate agreement between you and Hume, the current Platform pricing is set forth on our pricing page located at https://hume.ai/pricing. We reserve the right to correct any errors or mistakes that we identify even if we have already issued an invoice or received payment. We reserve the right to change our prices at any time. We will post notice of price increases in the pricing or applicable terms to your account and/or to our website. Price increases will become effective no sooner than 14 days after they are posted, except for increases made for legal reasons, or increases made in Beta, which will be effective immediately. Any price changes will apply to the Fees charged to your account immediately after the effective date of the changes. If the change to any pricing or terms is not acceptable, your sole and exclusive remedy will be to cease using the Platform and cancel this Agreement. By continuing to use the service after notice of the change, you accept all such changes.
2. Taxes. Unless otherwise stated, Fees do not include federal, state, local, and foreign taxes, duties, levies, imposts, withholdings, and other similar assessments or any interest and penalties there on (“Taxes”). You are responsible for all Taxes associated with your purchase, excluding Taxes based on our net income. When required to do so, we will invoice you for such Taxes by adding the requisite amount to your Fees. You agree to timely pay such Taxes and promptly provide us with an original receipt showing the payment, together with such additional documentary evidence as we may from time to time reasonably require. You hereby confirm that Hume can rely on the name and address set forth in your account registration as being the place of supply for tax purposes. You agree to be responsible for keeping this information accurate and up-to-date in your Account Settings.
3. Billing Information. You must provide your contact information, including bill-to address and email address, if applicable, as well as information for a valid payment method that you are authorized to use. It is your responsibility to maintain complete and accurate billing information.
4. Payments. Hume will charge your credit card or digital payment method on a transaction basis. All payment obligations are non-cancelable and all amounts paid are nonrefundable except as provided in this Agreement.
5. Payment Authorization. By providing us with credit card information or information for any supported digital payment method, you authorize Hume and its affiliates to store this information and to charge the credit card or digital payment method you have provided for the Fees when due until your account is terminated. In addition, you authorize us to use a third-party payment processor in processing payments. If you notify us to stop using a previously designated payment method and fail to designate an alternative, your credit card expires or is declined, your payment information requires an update, or your payment cannot be completed for any other reason, we may provide you with notice via email and immediately suspend your use and access to the Platform until we receive payment.
6. Disputes and Late Payments. If you wish to dispute any Fees or Taxes, you must notify us in writing by emailing [email protected] within thirty (30) days of the date of the disputed invoice. Any undisputed amounts past due are subject to a finance charge of 1.5% of the unpaid balance per month (or the highest rate permitted by law, whichever is lower) from the date such payment was due until the date paid. You will be responsible for all reasonable expenses (including attorneys’ fees) incurred by us in collecting past due amounts. If any amount of your Fees are past due, we may suspend your Platform access after we provide you written notice of late payment. Any amounts due under this Agreement shall not be withheld or offset by you against amounts due to you for any reason.

1. To access and use certain Services, you may be required to enroll in a subscription payment plan (a “Recurring Subscription”). Your Recurring Subscription will automatically renew until you cancel it or your Recurring Subscription is otherwise terminated. You authorize us to store your payment method information and to automatically charge your payment method(s) for the amount of your Recurring Subscription with no further action required by you. The length of your Recurring Subscription will be provided when you make your purchase. In the event that Hume is unable to charge your payment method(s) as authorized by you when you enrolled in a Recurring Subscription, Hume may, in its sole discretion, (i) suspend your access to the Services until payment is received or (ii) seek to update your payment method information through third-party sources (e.g., your bank or a payment processor) to continue charging your payment method as authorized by you. You may cancel your subscription through your account. You may cancel a Recurring Subscription at any time, but if you cancel your Recurring Subscription before the end of the current subscription period, we will not refund any subscription fees already paid to us. Following any cancellation, however, you will continue to have access to the applicable Services through the end of your current subscription period. Hume may change the prices charged for Recurring Subscriptions at any time by posting updated pricing through the Services; provided, however, that the prices for your Recurring Subscription will remain in force for the duration of the subscription period for which you have paid. After that period ends, your use of the applicable Services will be charged at the then-current subscription price. If you do not cancel, your Recurring Subscription will automatically renew at the then-current price at the time of renewal and for the same duration as the initial subscription term, and Hume will charge your on-file payment card or method on the first day of the renewal of the subscription term.

2. If your usage exceeds the volume provided under your Recurring Subscription, you will be charged usage overage fees for your Recurring Subscription, as indicated to you upon subscribing. In such cases, you authorize us to charge your payment method on file or any other payment method you choose for these charges.

3. You represent and warrant that you have the right to use any payment method you submit in connection with a payment. We may receive updated information from your issuing bank or our payment service provider about any payment method you have stored with us. You authorize us to charge your payment method, including any updated payment method information we receive, for any charges you are responsible for under these Terms. Verification of information may be required prior to the acknowledgment or completion of any transaction. You will pay all charges incurred by you or on your behalf through the Services, at the prices in effect when such charges are incurred, including all taxes and applicable fees. In the event legal action is necessary to collect on balances due, you will reimburse us and our vendors or agents for all expenses incurred to recover sums due, including attorneys’ fees and other legal expenses.

4. All sales are final. We may offer refunds at our sole discretion.

5. Hume reserves the right, without prior notice, to impose conditions on the honoring of any coupon, discount, or similar promotion; bar any user from making any transaction; alter the payment options for services; and refuse to provide any user with any Service.

You agree to defend, indemnify, and hold harmless Hume, its affiliates, and each of its respective employees, officers, directors, agents and representatives, from and against all claims, suits, actions, proceedings, damages, losses, liabilities, judgments, penalties, fines, costs, and expenses (including attorneys’ fees) arising from or relating to: (i) your access to, use of or other activities in connection with the Platform; (ii) your Application, its use and any transactions conducted or data or information transmitted through it or the Platform by you or your end users; (iii) your breach of these Terms; or (iv) your actual or alleged infringement, misappropriation or violation of Hume’s, its affiliate’s or any third party’s intellectual property or proprietary rights.

THE PLATFORM IS LICENSED ON AN “AS IS” AND “AS AVAILABLE” BASIS. HUME AND ITS AFFILIATES, AND EACH OF THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS AND SUPPLIERS (THE “HUME PARTIES”) MAKE NO WARRANTIES OR CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES AND CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SUBJECT MATTER OF THESE TERMS INCLUDING THE PLATFORM. WITHOUT LIMITING THE FOREGOING, NONE OF THE HUME PARTIES PROVIDE ANY WARRANTY THAT THE PLATFORM WILL BE FREE FROM ERRORS OR INTERRUPTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF EXPRESS OR IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG SUCH WARRANTIES LAST, SO THE EXCLUSIONS OR LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU. THE PLATFORM IS NOT INTENDED TO PROVIDE ANY EMERGENCY, MISSION CRITICAL OR SAFETY RELATED FUNCTIONALITY AND YOU SHALL NOT USE THE PLATFORM IN THAT MANNER. HUME DOES NOT GUARANTEE ANY RESULTS OR THE ACCURACY OF ANY RESULTS THAT YOU MAY OBTAIN FROM THE PLATFORM.

NONE OF THE HUME PARTIES WILL BE LIABLE TO YOU OR YOUR END USERS UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY (A) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, OR (B) LOSS OF PROFITS, REVENUES, DATA, CUSTOMERS, OPPORTUNITIES, BUSINESS, ANTICIPATED SAVINGS OR GOODWILL, OR (C) UNAVAILABILITY OF THE PLATFORM. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE EXTENT SUCH DISCLAIMERS ARE PROHIBITED BY APPLICABLE LAW. THE AGGREGATE LIABILITY OF THE HUME PARTIES UNDER OR IN CONNECTION WITH THESE TERMS WILL NOT EXCEED ONE HUNDRED DOLLARS ($100.00 USD). NOTHING IN THESE TERMS EXCLUDES OR LIMITS A PARTY’S LIABILITY TO THE OTHER PARTY FOR: (A) DEATH OR BODILY INJURY DIRECTLY CAUSED BY A PARTY’S GROSS NEGLIGENCE; OR (B) FRAUD OR WILLFUL MISCONDUCT.

1. Relationship of the Parties. These Terms do not create a partnership or joint venture between you and Hume. You and Hume are independent parties for all purposes relating to these Terms. You do not have the power to bind Hume or give any person or entity any rights that Hume has not previously authorized in writing.
2. No Third-Party Beneficiaries. These Terms do not create any third party beneficiary rights in any individual or entity that is not a party to this Agreement.
3. Assignment. You may not assign or transfer these Terms or your rights or obligations under them, including in connection with a merger, acquisition, or change of control, without the prior consent of Hume. Subject to the foregoing, these Terms shall inure to the benefit of, each of the parties’ permitted assignees and successors and is binding on the parties and their permitted successors and assignees. Any attempted assignment other than in accordance with this section shall be null and void. Hume may freely assign these Terms or any and all of its rights and obligations under it without notice to you.
4. Export Control. You will comply fully with all relevant export laws and regulations of the United States and any other country (“Export Laws”) where you use any portion of the Platform or any other subject matter made available to you by Hume. You certify that you are not on any of the relevant U.S. government lists of prohibited persons, including the Treasury Department’s List of Specially Designated Nationals and the Commerce Department’s List of Denied Persons or Entity List. You further certify that you will not export, re-export, ship, transfer or otherwise use the Platform or any other subject matter made available to you by Hume in any country subject to an embargo or other sanction by the United States and that you will not use the Platform or any other subject matter made available to you by Hume for any purpose prohibited by the Export Laws. In addition, you agree to control, screen or limit (i) the regions from which your end users may access or use any of your Applications, and (ii) the persons or organizations who are your end users, in either case, in order to comply with all applicable Export Laws. Hume is not responsible for and does not have the means to know your end users.
5. U.S. Government Agencies. The Platform consists of “Commercial Items”, as defined in the U.S. Federal Acquisition Regulation and related supplements (“FAR”), and of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in in FAR, as applicable. Consistent with FAR, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to the Government Entity end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unless otherwise agreed to in writing by Hume and the Government Entity, the terms of these Terms shall govern each party’s rights and obligations and are in lieu of, and supersede, any FAR clauses or other federal, state or local government clauses or provisions that address a Government Entity’s rights in computer software or technical data.
6. Waiver. If Hume fails to enforce or exercise any provision of these Terms, Hume does not waive any of its rights under such provision. Hume waives such rights only if it specifies so in writing and signed by Hume.
7. Severability. If and to the extent any provision of these Terms or portion thereof is held invalid or unenforceable under applicable law, (i) such provision or portion thereof will be deemed modified to the extent reasonably necessary to conform to applicable law but to give maximum effect to the intent of the parties set forth in these Terms, (ii) such provision or portion thereof will be ineffective only as to the jurisdiction in which it is held unenforceable without affecting enforceability in any other jurisdiction, and (iii) the remaining portion of the provision and all other provisions of these Terms shall remain in full force and effect.
8. Remedies. If you breach any provision in these Terms, it may cause irreparable harm to Hume and its affiliates. You agree that, if you breach these Terms, Hume has the right to seek injunctive relief against you in addition to any other legal remedies Hume may have.
9. Dispute Resolution. In the event of a dispute, claim, or controversy (“Dispute”) raising our of or related to these Terms or any aspect of the relationship between you and Hume, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, then either party may commence binding arbitration before a neutral arbitrator, and you agree that Hume and you are each waiving the right to trial by jury (unless the Dispute qualifies for small claims court). Such disputes include, without limitation, disputes arising out of or relating to interpretation or application of this arbitration provision, including the enforceability, revocability, or validity of this dispute resolution provision or any portion of this dispute resolution provision. All such matters will be decided by an arbitrator and not by a court or judge.
   1. The arbitration rules specified in this subsection are referred to in as the “Rules.”
      1. If your principal place of business is in the United States or Canada, the arbitration will be administered by the American Arbitration Association (AAA) in accordance with the AAA’s Commercial Arbitration Rules and Mediation Procedures.
      2. If your principal place of business is in any country in APAC, then the arbitration will be administered by the Singapore International Arbitration Centre (SIAC) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre. “APAC” means the geographic region that includes the following countries: Australia, Bangladesh, Brunei, Burma, Cambodia, China (including Hong Kong Special Administrative Region and Macau Special Administrative Region), Christmas Islands, Fiji, India, Indonesia, Japan, Kiribati, Laos, Malaysia, Marshall Islands, Federated States of Micronesia, Mongolia, Nauru, New Zealand, Palau, Papua New Guinea, Philippines, Samoa, Singapore, Solomon Islands, South Korea, Sri Lanka, Taiwan, Thailand, Timor-Leste, Tonga, Tuvalu, Vanuatu and Vietnam.
      3. If your principal place of business is outside of the United States, Canada or any country in APAC, then the arbitration will be administered by the International Chamber of Commerce (ICC) in accordance with ICC Rules of Arbitration.
   2. You or Hume may commence the arbitration process called for by these Terms by filing a written demand for arbitration with the applicable arbitration organization and delivering a copy of such demand to the other in accordance with these Terms’ notice provisions.
   3. If the Dispute is for an amount less than $100,000 USD, the arbitration will be heard in front of a single arbitrator, and if the Dispute is for an amount of $100,000 USD or more, then the Dispute shall be heard by a panel of three (3) arbitrators. If the Dispute is to be heard in front of a single arbitrator, then the parties shall attempt to mutually agree on the identity of the arbitrator, or if no such agreement can be reached within thirty (30) days of the commencement of the arbitration proceedings, the applicable arbitration organization shall appoint such arbitrator in accordance with the Rules. If the Dispute is to be heard in front of a panel of three (3) arbitrators, each party shall nominate one arbitrator from a list of arbitrators provided by the applicable arbitration organization, and the two party-nominated arbitrators shall select the third arbitrator who will serve as chairman. Each party shall bear its own cost of prosecuting or defending the arbitration (excluding any attorneys’ or other professional fees) and the parties shall equally split the arbitrators’ fees and the applicable applicable applicable applicable arbitration organization’s administrative costs, regardless provisions of this section and judgment upon the award rendered by the arbitrator may be enforced by any court of competent jurisdiction. The arbitrator(s) shall render its decision as soon as reasonably possible after its appointment and must follow these Terms.
10. Class Waiver. YOU AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION, CONSOLIDATED OR REPRESENTATIVE ACTION AND THE PARTIES ARE WAIVING THE RIGHT TO TRIAL BY JURY. IF FOR ANY REASON A CLAIM PROCEEDS TO COURT RATHER THAN ARBITRATION, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.
11. Governing Law; Venue. These Terms will be governed by and interpreted according to the laws of the State of New York without regard to the State’s conflicts of law rules that would result in the application of the laws of another jurisdiction. These Terms will not be governed by the United Nations Convention on Contracts for the International Sale of Goods and/or its implementation and/or successor legislation and/or regulations, the application of which is expressly excluded. Except as provided in Section 16.9 (Arbitration), any legal suit, action or proceeding arising out of or relating to these Terms will be commenced in a federal or state court in New York City, New York, and each party submits to the exclusive jurisdiction and venue of any such court in any such suit, action, or proceeding.
12. Notices. You agree that Hume may contact you by any reasonable means, including via the contact information you have provided in your account, by e-mail or by notifications through Hume’s websites. Notices to Hume will be in writing and delivered by registered or certified mail to the following address: 51 Madison Ave, Floor 31, New York NY 10010. You are responsible for ensuring that the email address and contact information in your account is accurate and current. Notices sent via email will be effective when sent regardless of whether actually received.
13. Construction. As used in these Terms: (i) the terms “include” and “including” are meant to be inclusive and shall be deemed to mean “include without limitation” or “including without limitation,” (ii) the word “or” is disjunctive, but not necessarily exclusive, (iii) words used herein in the singular, where the context so permits, shall be deemed to include the plural and vice versa, (iv) references to “dollars” or “$” shall be to United States dollars unless otherwise specified herein, (v) any pronoun shall apply to all genders, (vi) references to “sale,” “sold,” “seller” and other forms of those words in connection with products includes other forms in which the products may be transferred or put into commercial use (whether not specified), and (vii) unless otherwise specified, all references to days, months or years shall be deemed to be preceded by the word “calendar.” The headings of these Terms are intended solely for convenience of reference and shall be given no effect in the interpretation or construction of these Terms.
14. Entire Agreement. These Terms constitute the full and entire understanding between you and Hume with respect to the subject matter hereof. These Terms supersede any prior or contemporaneous understandings, discussions, agreements or communications between you and Hume or its affiliates with respect to the subject matter of these Terms. These Terms may only be changed as expressly provided herein.