Last Updated June 5, 2026 (prior version here)
This summary is provided for convenience only and does not modify or form part of the Terms of Use. It is not exhaustive. Customers should review the Terms of Use below in full.
These Terms of Use (the “Agreement”) together with any order form (each, an “Order,” which shall govern if there is a conflict with the Agreement or any updates thereto) incorporating this Agreement, constitute the entire agreement between Customer and Supplier for Customer’s use of the Site and Services (defined below). The Agreement and any terms incorporated herein may be amended on 30 days’ notice via update at https://verbit.ai/terms-and-conditions/, but changes shall apply to an Order incorporating the Agreement only at the beginning of that Order’s next renewal period.
“Customer” refers to you or the legal entity on behalf of whom you accept this Agreement; and “Supplier” refers to Verbit, Inc., a Delaware corporation with offices at 169 Madison Ave #2316 New York, NY 10016, or the Verbit, Inc. Affiliate which has executed an Order. Supplier and Customer are each referred to herein as a “Party” and collectively as the “Parties.” An “Affiliate,” with respect to an entity, means any other entity that controls, is controlled by, or is under common control with that first entity.
The Parties agree as follows:
1(a) License. Supplier offers services (“Services”) for the processing of live and pre-recorded media (including transcription, captioning, audio description, translation, dubbing, and AI-powered analysis), as described at www.verbit.ai (the “Site”), including Supplier’s proprietary platform (“Platform”), related software, documentation, and technical support. Subject to this Agreement, Supplier grants Customer and its authorized users (“Authorized Users”) a non-exclusive, non-transferable, non-sublicensable license during the term of this Agreement (the “Term”) to access and use the Platform and Services.
1(b) Customer Account. To access and use certain Services, Customer must create an account (“Account”) on the Site, as directed by Supplier. Customer shall provide accurate, complete, and current Account information and, as applicable, timely update the same. Customer is solely responsible for all activity on its Account (including sub-accounts), the media (“Files”) submitted for processing, and for keeping Account credentials secure. Each Party is responsible for unauthorized Account use to the extent caused by its own negligence or willful misconduct. Each Party shall notify the other promptly of any breach of security or any known unauthorized use of the Account. Notwithstanding deletion of the Account, Supplier may retain Customer data as reasonably necessary to comply with applicable law.
1(c) Restrictions. Customer shall not, and shall not permit any Authorized User or third party to (a) transfer, resell, lease, license, or otherwise make available the Services to third parties; (b) use the Services in violation of applicable laws or regulations, including to submit Files comprising unlawful, infringing, libelous, or other tortious content, or in violation of the privacy rights of any individual; (c) reverse engineer, decompile, or attempt to derive source code of any part of the Services, except to the extent applicable law prohibits this restriction; (d) create derivative works of any part of the Services; (e) interfere with or disrupt the Services or any connected third-party service; (f) submit Files containing sensitive information such as social security numbers, bank information, credit card information, or (except where the Parties have executed a Business Associate Agreement) protected health information; or (g) attempt to circumvent, disable, interfere with, or gain unauthorized access to security or restrictive features of the Services or related systems or networks.
2(a) Paid Services. Customer agrees to pay for its use of the Services as set forth in the applicable Order; or, to the extent there is no applicable Order, as otherwise communicated by Supplier in writing. Supplier may update pricing on no less than 30 days’ prior written notice; but updates to pricing for Services set forth in an executed Order shall take effect in the next renewal period.
2(b) Billing. Except as set forth in an applicable Order, Customer shall pay in advance for the Services. Supplier may charge Customer’s credit card on file for all applicable fees, including renewals. Where payment in arrears has been approved by Supplier, invoices may be sent to the email address specified in the Account, deemed received on the date the email is sent. Payment terms are as set forth in the applicable Order; or, if there is no applicable Order, invoices are payable 30 days after invoice receipt. Overdue undisputed amounts bear interest at the lower of 1.5% per month or the maximum rate allowed by law. Customer shall be liable for reasonable collection costs including attorneys’ fees. Upon 10 days’ written notice, Supplier may suspend Services pending payment of past due undisputed amounts.
2(c) Taxes. All fees for the Services are exclusive of all applicable taxes, levies, duties, and governmental charges (“Taxes”). Customer is solely liable for and will pay upon demand all Taxes associated with Customer’s access to and use of the Services and shall not deduct any such amounts, or any other withholdings, setoffs, or deductions from amounts Customer owes Supplier, but will not be responsible for taxes based on Supplier’s net income. Customer may provide a valid exemption certificate, after which applicable Taxes shall not apply on a going-forward basis. If a taxing jurisdiction subsequently assesses Taxes notwithstanding any exemption, Customer shall pay such Taxes plus any applicable interest or penalties.
2(d) Billing Disputes. Billing disputes must be initiated by Customer within 60 days of the invoice date, by contacting Supplier as indicated in the applicable Order, or at billing@verbit.ai. Upon expiration of such 60-day period, Customer may not dispute any fees paid or payable to Supplier. The Parties will work together in good faith to resolve billing disputes. A pending billing dispute shall not exempt Customer from paying timely undisputed amounts owed.
3(a) Files and Output. As between Customer and Supplier, Customer owns the Files and Output. Customer authorizes Supplier to copy, display, store, and otherwise use the Files to provide the Services and perform in accordance with this Agreement, including to deliver to Customer transcriptions, translations, audio descriptions, captions, and other output (collectively, “Output”) based on the Files. Customer represents and warrants that it has the right to provide the Files for all purposes under this Agreement and that all Files have been lawfully acquired. Customer is responsible for the legality and accuracy of the Files. Where Files contain recordings of individuals, Customer is solely responsible for providing notice to and obtaining consent from such individuals regarding Supplier’s processing of their personal information in accordance with this Agreement.
3(b) Services, Platform, and Supplier Content. Other than the Files and Output, Supplier owns the Platform, Site, and Services and all improvements, modifications, and derivative works thereof. Customer grants to Supplier an irrevocable, fully paid-up, and non-exclusive right to use suggestions and feedback regarding features, functionality, and user experience of the Services for any purpose.
4(a) Service Optimization. Supplier uses Customer’s Files and Output in identifiable form to optimize speech recognition accuracy, vocabulary, and configuration for Customer’s specific needs (“Customer-Specific Optimization”), including adapting to specialized terminology, acoustic conditions, and speech patterns. This optimization is an integral part of the Services, subject to Supplier’s confidentiality and data protection obligations.
4(b) General ASR Training. Supplier may use data derived from Files and Output to train its general-purpose automatic speech recognition engine (“General ASR Training”). Prior to such use, Supplier shall: (i) segment audio into short clips, each typically only a few seconds in duration, containing isolated speech fragments insufficient to convey substantive content from the original File; and (ii) disassociate segments from Customer’s account such that they are not attributable to Customer, any individual speaker, or any specific session or recording. These segments are used solely to correlate acoustic speech patterns with corresponding text sequences across a large aggregate training corpus. Supplier shall not attempt to re-identify any de-identified training data. Customer may opt out of General ASR Training by written notice. Opt-out is prospective only and does not require Supplier to retrain existing models. Opt-out does not apply to Customer-Specific Optimization or AI Analysis Features.
4(c) No Sharing of Generative AI Output. Supplier shall not use (and shall not allow any of its providers to use) Customer’s Files, Output, or data derived therefrom, whether identifiable or de-identified, to train, fine-tune, or incorporate into the weights of any generative AI model or large language model whose output is exposed to any third party, other than for the purpose of providing the Services to Customer. Supplier shall only use third-party AI model providers that are prohibited from training on Customer data.
4(d) AI Analysis Features. Certain Services utilize generative AI to analyze Files and Output, such as summarization, inconsistency detection, and intelligent querying (“AI Analysis Features”). AI Analysis Features process Customer data (which may include confidential and privileged content) as input to AI models at inference time only, without incorporating such data into any model’s training data. Customer acknowledges that AI Analysis Features use probabilistic models that may produce inaccurate, incomplete, or misleading results. AI Analysis Features do not constitute professional advice of any kind and are not a substitute for qualified human review. Customer is solely responsible for verifying all output from AI Analysis Features before relying on it.
4(e) Legal Materials. Notwithstanding the foregoing, Files and Output in connection with deposition transcription, Legal Visor, or other Services provided directly to law firm Customers (“Law Firm Materials”) shall not be used for General ASR Training unless an authorized representative of Customer provides written opt-in. Customer is solely responsible for determining whether use of AI Analysis Features on Legal Materials is consistent with Customer’s privilege, confidentiality, and professional conduct obligations.
4(f) Education Services. Supplier shall process education records (as defined under FERPA) consistent with the requirements applicable to a “school official” with a “legitimate educational interest” as those terms are used in 34 CFR § 99.31(a)(1), and shall not use or disclose identifiable education records for any purpose other than providing the Services and as otherwise permitted under this Agreement. Where required, the Parties shall enter into supplemental agreements to address applicable state student privacy laws.
4(g) Safeguards. Supplier shall maintain reasonable technical and organizational measures to: (i) prevent re-identification of de-identified training data; (ii) restrict access to identifiable data to authorized personnel and approved subprocessors; (iii) ensure data processed through AI Analysis Features is encrypted in transit and not retained by third-party providers beyond the minimum period required by such providers’ applicable data processing terms; and (iv) protect Customer data consistent with this Agreement and any applicable Data Processing Agreement.
5(a) Confidentiality. “Confidential Information” means any non-public information disclosed by either Party that is designated as confidential or that should reasonably be understood to be confidential given the nature of the information and circumstances of disclosure. “Confidential Information” excludes information that: (i) is or becomes publicly available through no fault of the receiving Party; (ii) was known to the receiving Party without restriction before disclosure; (iii) was disclosed by a third party without breach of any obligation; or (iv) is independently developed without reference to the disclosing Party’s Confidential Information. Each Party shall use the other’s Confidential Information solely as permitted under this Agreement and shall not disclose it to third parties without prior written consent, except as permitted herein. Each Party shall protect the other’s Confidential Information with at least the same degree of care it uses for its own, and no less than reasonable care. Each Party may also disclose the Confidential Information of the other Party, to its employees, representatives, and subcontractors who have a need to know and are bound to keep such information confidential consistent with the terms of this section. Supplier may also disclose this Agreement under comparable confidentiality obligations in connection with a financing or corporate transaction. Either Party may disclose the other’s Confidential Information as compelled by law, provided it gives prompt prior notice (to the extent permitted) to allow the other Party to seek a protective order.
5(b) Data Protection. The terms of Supplier’s Data Processing Addendum (“DPA”), available at https://verbit.ai/customer-dpa/, are incorporated herein. Supplier shall ensure that the Services and Platform materially conform to the descriptions set forth on its Trust Page, available at https://verbit.ai/trust/ (“Security Standards”). Supplier’s obligations regarding data security incidents and breach notification are set forth in the DPA.
5(c) Privileged Materials. Where Customer identifies and submits Files containing attorney-client privileged or work product materials (“Privileged Materials”), Supplier shall: (a) limit access to personnel with a direct need to know for purposes of providing the Services; (b) not disclose Privileged Materials to any third party except as required to provide the Services, subject to equivalent confidentiality protections; (c) not use Privileged Materials for any purpose other than providing the Services and Customer-Specific Optimization; and (d) upon termination or Customer’s request, return or destroy Privileged Materials. Nothing in this Agreement constitutes a waiver of any privilege held by Customer or its clients. Customer is solely responsible for determining whether submission of Privileged Materials to Supplier is consistent with applicable rules of professional conduct and privilege law.
5(d) Publicity. Supplier may identify Customer using its name, trademarks, and/or logos in its marketing collateral, presentations, and websites, but Customer may revoke such right with notice to Supplier at any time.
6(a) By Customer. Customer shall defend, indemnify, and hold harmless Supplier, its Affiliates, suppliers, and partners, and each of their respective employees, contractors, directors, officers, and representatives (“Indemnified Parties”), from and against any damages, losses, fines, and expenses including reasonable attorney’s fees (collectively, “Losses”) in connection with claims made or brought by a third party arising from or relating to unauthorized use of the Services.
6(b) By Supplier. Supplier shall defend, indemnify, and hold harmless Customer and its Indemnified Parties from and against any Losses incurred in connection with claims made or brought by a third party arising from or relating to (i) infringement of third-party intellectual property rights arising from Customer’s authorized use of the Services, (ii) unauthorized disclosure of Customer or third-party Confidential Information, personal data, or personally identifiable information to the extent caused by Supplier’s negligence or failure to adhere to the Security Standards, or (iii) violation of applicable law to the extent caused by Supplier’s provision of the Services. Notwithstanding the foregoing, Supplier shall have no liability for Losses arising out of any combination, operation, or use of the Services with any hardware or software not furnished by Supplier except where such combination, operation, or use is reasonably necessary to the authorized use of the Services.
6(c) Procedure. The indemnified Party shall promptly notify the indemnitor of any claim; failure to notify affects rights only to the extent the indemnitor is prejudiced. The indemnitor may assume sole control of the defense at its expense. The indemnified Party shall cooperate reasonably and may participate at its own expense. Neither Party shall admit liability without the other’s consent. Settlements requiring any admission of liability or restriction on the indemnified Party require the indemnified Party’s consent. Settlement terms shall be kept confidential.
7(a) Mutual Warranties. Each Party represents and warrants that it is duly authorized to do business (and in the case of Customer, to use the Services) in all jurisdictions in which it operates.
7(b) Uptime. Supplier shall use commercially reasonable efforts to maintain monthly Platform availability of at least 99.0%, excluding: (i) scheduled maintenance upon at least 7 days’ advance notice; (ii) unavailability caused by factors outside Supplier’s reasonable control, including force majeure events, internet connectivity issues, and third-party service failures; (iii) unavailability caused by Customer’s equipment, software, or network connections; and (iv) periods during which Customer’s access is suspended in accordance with this Agreement.
7(c) Support Policy. The Support Policy, available at https://verbit.ai/support-policy/, is incorporated herein.
7(d) Corrections. Supplier shall provide corrections to Output for recorded Files according to the Post-Production Corrections Policy, available at https://verbit.ai/corrections-policy/.
7(e) Post-Production Turnaround Time Targets. Supplier shall use commercially reasonable efforts to deliver Output within the Turnaround Times set forth in the applicable Order or Site. Recorded Files may not be cancelled once submitted. Turnaround Times are calculated in U.S. Eastern business days (24 hours = 1 business day) and are subject to Customer’s prompt cooperation and reasonable submission volumes.
7(f) Good Quality Audio. Accuracy and Turnaround Time targets are conditioned on reasonable audio quality of the Files, as reasonably determined by Supplier, including clarity, minimal background noise, and reasonable connectivity for live events. Supplier may reject Files that do not meet reasonable audio quality levels.
7(g) Warranty Disclaimer. EXCEPT AS EXPLICITLY AGREED HEREIN OR OTHERWISE BETWEEN THE PARTIES, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR CLAIMS ARISING FROM A VIOLATION OF A PARTY’S INTELLECTUAL PROPERTY RIGHTS OR CUSTOMER’S PAYMENT OBLIGATIONS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE WITH RESPECT TO THIS AGREEMENT FOR (I) ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, DATA LOSS, OR COST OF SUBSTITUTE SERVICES (HOWEVER ARISING, EVEN IF ADVISED OF THE POSSIBILITY), OR (II) ANY LIABILITY THAT EXCEEDS THE LESSER OF USD 1,000,000 OR THE AMOUNT OF FEES ACTUALLY PAID OR ACCRUED TO SUPPLIER IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
9(a) Termination for Convenience. Either Party may terminate this Agreement on 60 days’ notice for convenience; provided that termination shall not be effective until the completion of any outstanding committed purchasing obligation or subscription.
9(b) Suspension or Termination for Cause. Either Party may terminate this Agreement in its entirety (and, alternatively, Supplier may suspend Customer’s right to use the Services) for cause (i) if the other Party breaches the Agreement and fails to cure such breach within 30 days after notice thereof, or (ii) upon the other Party’s or its controlling Affiliate’s liquidation, commencement of dissolution proceedings, disposal of substantially all its assets, assignment for the benefit of creditors, or becoming the subject of a bankruptcy or similar proceeding.
9(c) Effect of Termination; Survival. Upon termination of this Agreement, for any reason: (i) Customer remains liable for all fees, charges, and any other obligations accrued and owed by Customer through the effective date of such termination, and (ii) except as expressly set forth herein, all of Customer’s rights and licenses under this Agreement will immediately terminate and Customer shall cease using the Services. All amounts accrued or owed to Supplier in connection with this Agreement and sections 3, 4(b), (c), (e)-(g), 5(a)-(c), 6, 8, 9(c), and 10 shall survive any termination of this Agreement. Following any suspension or termination of this Agreement or the Account other than for breach, Supplier shall provide reasonable assistance to Customer in exporting its data for up to 30 days post-termination and any other post-termination assistance that Supplier makes generally available with respect to the Services.
10(a) Governing Law and Venue. This Agreement is governed by the laws of (i) the State of New York, if Customer is formed in North America, or (ii) England and Wales, otherwise; in each case excluding conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods. Each Party submits to the exclusive jurisdiction of (i) the state and federal courts in New York (for North American Customers), or (ii) the courts of London, England (for all others); provided that either Party may seek injunctive or other equitable relief, or seek to enforce judgment, in any court of competent jurisdiction.
10(b) Entire Agreement; Headings. This Agreement constitutes the entire agreement between Customer and Supplier with respect to the Services and supersedes all prior or contemporaneous communications and proposals between the Parties with respect thereto. The section and paragraph headings in this Agreement are for reference only and shall not affect their interpretation. No terms, obligations, or warranties shall arise from any oral or written communication, purchase order, or other document unless signed by an authorized Supplier representative. If the Parties have executed versions of this Agreement drafted in more than one language, the English language version shall govern and prevail.
10(c) Severability. If any provision is found unenforceable, it shall be modified to the minimum extent necessary to be enforceable while preserving the Parties’ intent, and the remaining provisions shall continue in full force.
10(d) Force Majeure. Neither Party is liable for any failure of performance to the extent such failure is due to any cause beyond such Party’s reasonable control, including acts of God, war, terrorism, pandemic, government action, labor disputes, internet or infrastructure failures, and similar events. Either Party’s invocation of this clause will not relieve Customer of its obligation to pay for any Services provided or permit Customer to terminate any Services except as expressly provided herein.
10(e) Notices. All notices shall be in writing. Notices to Customer shall be sent to the email address on file in the Account. Notices to Supplier shall be sent to the applicable account manager, with a copy to legal@verbit.ai regarding any legal matters.
10(f) Relationship of the Parties. The Parties are independent contractors. Nothing in this Agreement creates a partnership, agency, or joint venture.
10(g) Assignment. This Agreement inures to and is binding upon the Parties’ successors and permitted assignees. Neither Party shall assign this Agreement without the other Party’s prior written consent, not to be unreasonably conditioned, withheld or delayed; provided that each Party may, without consent, but with reasonable prior notice where feasible, assign its rights and obligations hereunder to any of its Affiliates or pursuant to any merger, acquisition, reorganization, sale, or transfer of all or substantially all its assets; provided, further, that with respect to such assignment by Customer, (i) the successor must be at least as creditworthy as Customer (as reasonably determined by Supplier); (ii) such assignment shall not violate applicable law; and (iii) Customer remains liable for all of Customer’s obligations that accrued prior to such assignment. Any assignment other than as permitted by this section shall be deemed void.
10(h) Trade Compliance. Each Party represents and warrants that it and its Affiliates have not been designated as a prohibited or restricted party under applicable sanctions, export control, or trade restriction laws. Customer shall not use, export, or transfer any technology or data related to the Services except as authorized by this Agreement and applicable law.
