vlingo for developers

vlingo Developer Agreement

Applicability

This Vlingo Developer Agreement is by and between vlingo corporation, and the party/parties indicated in the online registration form which you have completed (the "Developer", also referred to as "you").

By clicking <accept> and registering for vlingo's developer program, you acknowledge that (1) you have read this Vlingo Developer Agreement; (2) you have the authority to accept the terms of this Vlingo Developer Agreement on behalf of the company named in the registration form; (3) you and the company named in the registration form willingly accept this Vlingo Developer Agreement; and (4) vlingo has the right to modify, restrict, or cancel service and/or to impose penalties upon written notice if, in vlingo's opinion, you have violated this Vlingo Developer Agreement and have not cured such violations within a reasonable time.

You agree that the parties are acting as independent contractors.

Definitions

Content is substantive material provided to the Developer by a third-party which an application marketed to a third party delivers to the end user. Examples include music, videos, sports scores, weather, traffic, and search results.

A Customer is any customer of vlingo corporation.

An utterance is one or more words spoken by the user at one time for the purpose of being recognized and transcribed. An utterance begins when the user presses the appropriate key to record, and ends when the key is released.

Development License

Vlingo hereby grants Developer a non-exclusive, non-transferrable license to use the vlingo voice SDK 1.0 to integrate vlingo speech recognition into one or more mobile applications. Vlingo retains all rights, title, and interest in the vlingo voice SDK, including all intellectual property rights therein.

Allowed Applications

You may use the SDK only to develop applications which:

Disclaimer of Warranty

THE VLINGO SDK IS PROVIDED "AS IS" , WITHOUT ANY WARRANTIES AND VLINGO HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE VLINGO SDK, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.

Technical Support

If Developer is in good standing, Developer may receive technical support as described on our Partner Benefits page.

Upgrades

If Developer is in good standing, Developer is entitled to any new releases as they are made generally available by vlingo.

Devices Used for Testing

Developer will be permitted to register a reasonable number of phones as internal test units. These devices will be granted access to recognition services prior to your application being available for customers. During this time, non-registered devices will not be able to use vlingo's service.

To facilitate beta testing of your application, vlingo will permit recognition on a reasonable number of devices which do not have to be individually registered, during a reasonable beta period.

Pre-Release Software

Vlingo pre-release software intended only for development purposes (including beta testing). You may not make it available for sale, resale, or other unrestricted commercial use. If you provide such software to external users or customers, you must inform them of the pre-release nature of the software, such as with the word "beta" on an application splash screen and product documentation.

Attribution

You agree to attribute credit to vlingo within your application splash screen(s) and promotional material. Such attribution must conform to vlingo's attribution policy.

Application Signing

In order to capture audio from the user, the vlingo SDK uses device interfaces (APIs) which some wireless carriers consider to be restricted. Such carrier may require Developer to have its application digitally signed in order to run on their network. Developer is solely responsible for obtaining such digital signature.

Trademark License

Developer grants vlingo a non-exclusive, worldwide, perpetual, royalty-free license to use Developer's name, trademark(s), logo(s), and other stylized marks on vlingo's web site and in marketing or other promotional material. Vlingo shall adhere to Developer's published specifications for use of such marks. Unless authorized by Developer in writing, vlingo will not use such marks in any externally-facing materials until one of Developer's applications is made available to end users.

Access to Developer's Application

Developer agrees to provide vlingo, upon request, with one or more copies of any application created or modified by Developer using the vlingo SDK. Such copies will be used only for purposes including (but not limited to) benchmarking vlingo's performance in different types of applications, verification of compliance with the terms of this Agreement, and marketing materials (if permitted in writing by Developer). Vlingo agrees not to display, release or distribute such applications to any third party for any purpose without written consent from Developer.

Bakeoffs

You may not use the SDK to benchmark vlingo's performance against other products for the purpose of vendor evaluation and selection without prior written consent from vlingo. You may not use the SDK to perform speech recognition on pre-recorded audio.

Competitors

Individuals and entities whose business or employer's business may be competitive with vlingo's are prohibited from attempting to register for the developer program and from using the SDK for any purpose whatsoever, without prior written consent from vlingo, regardless of whether you sign up using your employer's or any other credentials.

Partner Benefits

Vlingo provides certain benefits to Developer. Vlingo reserves the right to modify these benefits without notice at any time. Vlingo reserves the right to upgrade or downgrade Developer's partnership level, or to revoke privileges entirely, with written notice to Developer.

Developer must be in good standing to be eligible for benefits at any level of partnership.

Collection & Confidentiality of Personally Identifiable User Data

Vlingo uses data collected from users to improve speech recognition accuracy and overall user experience. Developer grants vlingo the right to collect and store personally identifiable data from users, pertaining to the use of vlingo's speech service. This includes, but is not limited to, the user's phone number, device identification, and spoken utterances.

Vlingo stores and maintains, and secures this data in the strictest confidence, in accordance with the Vlingo Privacy Policy, incorporated herein by reference.

Developer must notify user that personally identifiable information may be collected for user experience or quality improvement. Developer accepts all liability arising from Developer's failure to notify users.

Liability & Indemnification

Developer is solely responsible for any liability arising from the use of vlingo's SDK, including for any loss due to the misrecognition of one or more spoken utterances.

Developer shall defend, indemnify and hold harmless vlingo, its officers, directors, employees, shareholders, customers, agents, successors and assigns from and against any and all losses, damages, liabilities, settlements, costs and expenses (including legal expenses and the expenses of other professionals) resulting from or arising out of any breach of this Agreement or any claim brought by one of Developer's customers against vlingo.

Except as provided in the preceding paragraph, in no event shall either party be liable to the other party under this Agreement for any consequential, incidental, punitive and other indirect damages.

Neither party shall be held liable to the other for failure to perform in accordance with this Agreement for causes beyond the reasonable control of that party, such as acts of God, acts of war, network failures, or governmental regulations.

No Modification, Reverse Engineering, or Replacement

You agree not to modify or reverse engineer any part of the vlingo API, vlingo SDK or any vlingo service in any way.

You agree not to make any attempt to develop a client interface which duplicates, replaces, or modifies vlingo's client software in whole or in part, including interface or modification of a vlingo interface that would affect the functional or aesthetic appearance to the user.

Malicious Intent

You agree not to use the vlingo SDK with any intent to deny, degrade, or otherwise adversely affect vlingo's service to our other customers. Vlingo reserves the right to restrict or deny service to any customer or application which, in our determination, is harming other customers.

Right to Change Terms & Conditions

Vlingo reserves the right to modify this Agreement from time to time, without notice. Such changes become effective for all existing developers 30 days after publication. You should check for updates frequently.

Term and Termination

The Agreement is effective on the date you submit your registration, and remains in effect until terminated by you in writing with 30 days notice, or in accordance with this Agreement. Vlingo reserves the unconditional right to terminate this Agreement at any time and for any purpose, upon written notice to Developer. Upon Upon termination, Developer's right to use the vlingo SDK and all services (including speech recognition) shall terminate. Developer agrees not to challenge such termination in any court of law.

Miscellaneous

This Agreement and any action related to it shall be governed, controlled, interpreted and defined by and under the laws of the Commonwealth of Massachusetts and the United States. The exclusive jurisdiction and venue of any action with respect to the subject matter of this Agreement shall be the state courts of the Commonwealth of Massachusetts.

**A service agreement will be required for all participating in the vlingo Developer Program. This agreement will be available sent to you for signature.