Terms of Service

Last Updated: August 6, 2026

Welcome to Deepgram! These Terms of Service (“Terms”) apply to our website and the products and services described on our website (collectively, our “Services”), including our Voice AI APIs for speech to text, text to speech, voice agents, and Audio Intelligence, and any software you install on your devices (“Software”), such as the Saga voice assistant.

These Terms are an agreement between Deepgram, Inc. (“Deepgram”, “we,” “our,” or “us”) and you. By accessing our Services, you agree to these Terms.

You also acknowledge that you have read and understand how your personal information will be collected, used, and shared, as set forth in our Privacy Policy available at https://deepgram.com/privacy (“Privacy Policy”).

PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. BY AGREEING TO THESE TERMS, YOU AND DEEPGRAM AGREE TO RESOLVE MOST DISPUTES SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, ANY OTHER KIND OF REPRESENTATIVE PROCEEDING, OR BY JURY TRIAL. IF YOU DO NOT WISH TO ARBITRATE DISPUTES WITH DEEPGRAM, YOU MAY OPT OUT OF ARBITRATION BY FOLLOWING THE INSTRUCTIONS PROVIDED IN SECTION 12.10.

THESE TERMS ALSO CONTAIN VARIOUS LIMITATIONS AND EXCLUSIONS OF LIABILITY IN SECTION 9.

        1.1        Eligibility. You must be at least 18 years old or the minimum age required to consent to use the Services in your location, whichever is higher. You must not use our Services if your account was previously terminated.

        1.2        Organization Accounts. If you access or use our Services on behalf of a company or other entity, such as your employer (together with its affiliates, an “Organization”), then:

1. you are agreeing to these terms on behalf of yourself and on behalf of such Organization;
2. you represent and warrant that you have the authority to bind the Organization to these Terms;
3. the Organization agrees to be responsible to us in the event you violate these Terms;
4. your individual access to our Services may be suspended or terminated (and ownership of your Account may be transferred) if you are no longer associated with the Organization or stop using an email address associated with the Organization;
5. the Organization may access information about you and your use of our Services, including Your Content; and
6. in these Terms, “you” and “your” refer to both you and your Organization.

If you sign up using an email address associated with an Organization, an Organization pays (or reimburses) fees for your use of our Services, or other circumstances indicate you are accessing or using our Services on behalf of an Organization, we may, in our discretion, rely on those facts as a representation that you have authority to bind that Organization to these Terms.

        1.3        Accounts. To access some of our Services, we may require you to create an account (your “Account”). You must not share or permit others to use your Account credentials. You must provide correct, current, and complete registration information, and keep such information updated. Any communications we send to the contact information you provide will be considered legally sufficient notice.

You are solely responsible for the activity that occurs on your Account, and you must keep your Account secure. You will notify us immediately of any known or suspected unauthorized use of your Account. Any individual with administrator-level access to your Account can modify your Account settings, access and billing information. We will not be liable for any losses caused by any unauthorized use of your Account, or for any changes to your Account, including your ability to access your Account or Your Content (defined below), made by any individual with administrator-level access to your Account

        1.4        Changes, Suspension, and Termination. You may close your Account at any time. We may change or discontinue our Services (or any part of our Services), set usage limits, or suspend or terminate your access, either with or without notice, to comply with legal requirements, if we believe you’ve violated these Terms, or for any other reason. You continue to be bound by these Terms following termination.

        1.5        Your Interaction with Other Users. You are solely responsible for your interactions with other users. We reserve the right, but have no obligation, to monitor disputes between you and other users. We will have no liability for your interactions with other users or for any user’s action or inaction.

        2.1        APIs. Subject to your compliance with these Terms, you may use our application programming interfaces (“APIs”) to access the Models (defined below) and other Services that we make available via our APIs.

        2.2        Software. Subject to your compliance with these Terms, you may install and use the Software to access the Services.

        2.3        Limitations. The rights and licenses granted under this Section 2 are non-exclusive, non-transferable, and non-sublicensable, and are only effective during the Subscription Term, if applicable. We may enforce limits on your use of the APIs (such as rate limits). We may also update, modify, or discontinue the Services from time to time, and you must comply with the terms set forth in any documentation accompanying the Services.

        2.4        Restrictions and Acceptable Use. You may not use our Services for any illegal, harmful, or abusive purposes. Except to the extent a restriction is prohibited by law, you agree not to do, and not to assist, permit or enable others to do, or configure Actions (defined below) to do, any of the following:

1. reverse engineer, decompile, disassemble, decode, attempt to gain access to, or copy the source code, underlying algorithms, or model weights of any part of our Services, including using the Output to do any of the foregoing;
2. use our Services as a robot, spider, scraper, data mining tool, or extraction tool to access, collect, copy, or record data at scale as Input;
3. copy, lease, sell, transfer, assign, sublicense, distribute, publicly display, publicly perform, modify, or create derivative works of any part of our Services or intellectual property, other than as expressly permitted by these Terms;
4. Resell, redistribute, or make available any portion of our Services on a stand-alone basis. For clarity, you may integrate our Services into your own platform, website, application, or other product or service (your “Application”), provided that your Application contributes material independent functionality beyond our Services;
5. use our Services in any manner that may damage or adversely affect server or network capacity, our infrastructure, or the operation or performance of our Services, including by exceeding any API request quotas or limits that we may set;
6. use our Services or Output in any manner or for any purpose that (i) violates any applicable law, regulation, contractual obligation or legal rights (including intellectual property rights, rights of privacy, or rights of personality); (ii) is fraudulent, false, deceptive or defamatory, (iii) promotes hatred, violence or harm against any individual or group, or (iv) otherwise may be harmful or objectionable (in our sole discretion) to us, our providers, our suppliers, our users, or any other third party;
7. impersonate or misrepresent your affiliation with a person or entity, hide or attempt to hide your identity, or otherwise use our Service for any invasive or fraudulent purpose;
8. use or access our Services or any Output for penetration testing;
9. use or access our Services or any Output for competitive purposes, including model training, benchmarking and other competitive analysis, or developing competing models, products or services;
10. attempt to interfere with, compromise the system integrity or security of, or decipher any transmissions to or from, the servers running our Services;
11. remove, alter, or tamper with any watermarks in the Output of our Services;
12. use our Services to transmit viruses, worms, defects, Trojan horses, or other items of a destructive nature;
13. share passwords or authentication credentials for our Services, or otherwise circumvent the measures we may use to restrict access to our Services or enforce limitations on use of our Services; or
14. identify or refer to us or our Services in a manner that could reasonably imply an endorsement, relationship or affiliation with or sponsorship between you (or a third party) and us, without our express prior written consent.

        2.5        Actions and Third-Party Interactions. You are solely responsible for any Actions taken through the Services, including the outcomes of such Actions. This includes any interactions between the Services and Third-Party Services resulting from Actions, any information, content, or data that the Services provide to Third-Party Services through Actions, and any resulting outcomes. You are solely responsible for complying with any terms applicable to Third-Party Services accessed or used through Actions.

        2.6        End User Responsibility. You are responsible for the acts and omissions of the end users of Your Application (“End Users”), and any act or omission by an End User that would constitute a breach of these Terms if performed by you will be deemed a breach by you. If you become aware that an End User is not in compliance with these Terms, you will immediately terminate such End User’s access to and use of the Services through your Application, and take other steps as reasonably requested by Deepgram.

        2.7        Endpoint Security. You must implement and maintain adequate security and authentication controls on any server, application, or endpoint (including model context protocol servers) used to connect to or interface with our Services.

        3.1        Intro. You may provide content, data, and information, including audio recordings or a transcript, as an input to our Services (“Input”). The Services may generate and return audio, text, or other output based on the Input (“Output”). Input and Output are collectively, “Your Content.” You may also enable the Services, including our Voice Agent API, to take actions on your behalf (“Actions”), such as data processing and system interactions based on the Input.

        3.2        License. We use Your Content to maintain and provide our Services to you. We may also use Your Content to improve our Services, to develop other products and services, and for other business purposes, including training and testing our Models. You hereby grant us an irrevocable, perpetual, transferable, sublicensable (through multiple tiers), fully paid, royalty-free, nonexclusive and worldwide right and license to use, reproduce, store, and modify Your Content for these purposes, including following any expiration or termination of these Terms.

        3.3        Training Opt-Out. With more data, our models get sharper at understanding how people actually talk — accents, regional dialects, slang, natural pauses, and rhythm. If you'd rather we not use Your Content to improve our Models, you can do the following:

1. For our APIs, you may opt out of model training on a per-request basis by setting the applicable parameter in your request as described here. This opt-out applies to the individual request in which it is set, to give you more flexibility over how Your Content is used.
2. For Saga users, you can access opt-out choices in your settings. Once you opt out, any new content you submit won't be used to train our models.

        3.4        Ownership of Your Content. We do not claim ownership of Your Content. As between you and us, you retain any right, title, and interest you possess in Your Content. Due to the nature of artificial intelligence and our Services, an Output may not be unique to you, other users may create similar outputs using our Services, and we make no representations that you own or have rights in any similar output created by the Services for other customers. For clarity, Output does not include any portion of any machine learning models, algorithms, neural networks, and associated weights, parameters, and configurations (“Models”) that may be used to provide the Services.

        3.5        Responsibility for Your Content. Our Services are designed to help you build and create, and we have some rules to make sure that our Services are used responsibly. You are solely responsible for all use of the Output, the Actions, and your Application, and for evaluating the accuracy and appropriateness of Output for your use case. You represent and warrant that:

1. You have all rights, licenses and permissions necessary to grant us the license to Your Content in Section 3.2.
2. Your Content, and our use of it, will not violate these Terms or any law, and will not infringe the rights of any person or entity, including intellectual property rights, personality rights, and privacy rights.
3. You will not misrepresent, directly or indirectly, that any audio Output was created by a human and will provide all legally required notices that the Output is artificially generated.
4. You will not provide or grant access to any Input that includes or constitutes “protected health information” as defined by the Health Insurance Portability and Accountability Act (HIPAA), unless you have executed a business associate agreement (“BAA”) with us. Upon mutual execution of a BAA, the BAA will be incorporated by reference into and subject to these Terms.
5. You will only use Output, including uses outside of our Services, in accordance with these Terms.

        4.1        Ownership of our Services. We (or our licensors, as applicable) own and retain all rights, title, and interest in our Services. This includes the Models, along with all materials and content displayed or made available on our Services (other than Your Content), and all software, algorithms, code, technology and intellectual property underlying and included in or with our Services. Other than the rights expressly granted in these Terms, we do not grant you any right, title, or interest in our Services.

        4.2        Feedback. We welcome your comments, feedback, ideas, and suggestions for improvement (“Feedback”). If you provide Feedback, you agree that we will own all rights to the Feedback, including any improvements to our Services based on that Feedback. You also agree that we may use the Feedback freely without additional compensation to you, and that we may disclose it on a non-confidential basis.

        5.1        How We Bill for Our Services. Certain aspects of our Services may be provided without charge, while others may be provided for a fee or other charge. If you elect to use paid aspects of our Services or make a purchase on our website, you agree to be charged in accordance with the pricing on our website at https://deepgram.com/pricing (our “Pricing List”), as we may update it from time to time, and our payment terms as set forth in these Terms. We may add new services for additional fees and charges, or add or amend fees and charges for existing services, at any time in our sole discretion.

        5.2        Payment Information; Payment Method; Taxes. All information that you provide in connection with a purchase, transaction or other financial interaction with our Services, such as your credit card, debit card, or other payment method (“Payment Method”), must be accurate, complete, and current. You agree to pay all charges incurred on your Account or by users of your Payment Method used in connection with a purchase or transaction or other financial interaction with our Services at the prices in effect when such charges are incurred. When you initiate a purchase transaction, you authorize us to provide your payment information to third parties so we can complete your transaction and to charge your Payment Method, in United States dollars, for the type of transaction you have selected (plus any applicable taxes and other charges) and any applicable recurring charges for Subscription Services as described below. If your payment is not successfully settled for any reason, you remain responsible for any amounts not remitted to us. All payments for transactions are non-refundable and non-transferable except as expressly provided in these Terms. You will pay any applicable taxes, if any, relating to any such purchases, transactions, or other financial interactions.

        5.3        Subscription Plans.

1. Subscription Products; Subscription Fees. We may make certain portions of our Services available on an automatically renewing subscription basis (the “Subscription Services”) for the recurring fees indicated at the time you enroll (“Subscription Fees”). Subscription Services automatically renew at the intervals stated when you enroll (each such renewal period, a “Subscription Term.”) We offer two primary types of Subscription Services: Pay As You Go (with auto-load) Plans and Growth Plans.

• Pay As You Go: This is a consumption-based plan. When your Credit balance drops below a specific threshold, you will be charged the Subscription Fee and your account will be topped off with credits. The renewal threshold and Subscription Fees are as stated at enrollment. By default, Pay As You Go plans automatically renew for a set Subscription Fee each time your Credit balance drops below a specified threshold (for example, autoreloading a $100 Subscription Fee when your balance dips below $10), but you can configure the Subscription Fee amount. Each time your plan reloads is a Subscription Term.
• Growth: This is a time-based, annual subscription plan. If you have not canceled your subscription before the end of its year-long term, you will be charged the Subscription Fee and your plan will automatically renew for another year. Each year is a Subscription Term.

We may make any of our Services available on a subscription basis, discontinue subscriptions for Subscription Services, or add or amend the Subscription Fees at our sole discretion. When a Subscription Service renews, you will be charged the then-current Subscription Fee. For time-based Subscription Services (such as Growth Plans), the Subscription Fee in effect at the start of your Subscription Term will not change during that term. For clarity, the Subscription Fee refers to the amount charged for enrollment or renewal of a Subscription Service, and not the rates at which Credits are redeemed, which are governed by the Pricing List and may be updated in accordance with Section 5.4. SUBSCRIPTION SERVICES WILL AUTOMATICALLY RENEW AT THE END OF EACH SUBSCRIPTION TERM UNLESS AND UNTIL YOU CANCEL THE SUBSCRIPTION SERVICES IN ACCORDANCE WITH THE CANCELLATION PROCEDURES IDENTIFIED IN SECTION 5.3(c) OF THESE TERMS. You may be enrolled in multiple Subscription Services at the same time, and each will automatically renew until canceled.

1. Automatic Billing and Policies. When you purchase Subscription Services, you expressly acknowledge and agree that: (i) we and/or our third-party payment processors are authorized to charge you at the beginning of each Subscription Term for the then-current Subscription Fees, any applicable taxes, and any other charges you may incur in connection with your purchase and use of the Subscription Services, subject to adjustment in accordance with the terms and conditions of these Terms, for as long as your subscription continues until you cancel in accordance with Section 5.3(c) below; and (ii) your subscription is continuous until you cancel or until we suspend, discontinue, or terminate your subscription to the Subscription Services (if applicable). You acknowledge and agree that the amount billed may vary due to Promotional Offers (as defined below) expiring, changes in the Subscription Fees for Subscription Services in accordance with Section 5.3(a), and changes in applicable taxes, and you authorize us to charge your Payment Method for the changed amounts.
2. Cancellation Procedure. To cancel your subscription to the Subscription Services, you must use the appropriate functionalities of our Services in your account settings. For time-based Subscriptions (like the Growth plan, which renews annually), you must cancel at least one (1) day before the end of your current Subscription Term to avoid being charged again. For usage-based Subscriptions (like the auto-load function on Pay As You Go plans), you must cancel before reaching your reload trigger to avoid being charged again. After you cancel, you will continue to have access to the Subscription Services through the end of your Subscription Term for Growth plans and until your Credits are exhausted for Pay As You Go plans.
3. Refunds. You may cancel your subscription to the Subscription Services at your sole discretion; however, you will not be entitled to a refund for any unused Credits except as expressly stated on the Pricing List at the time you cancel. If Credits are refunded, any discounts applied to the original purchase will be applied pro rata to the unused portions of Credits.

OTHER THAN AS STATED ABOVE, YOU UNDERSTAND AND AGREE THAT YOU WILL RECEIVE NO REFUND FOR ANY UNUSED TIME OR CREDITS ON YOUR SUBSCRIPTION OR ANY PRE-PAYMENTS MADE FOR YOUR SUBSCRIPTION PRODUCTS.

        5.4        Credits. You may be granted credits that can be redeemed for certain Services or features (collectively, “Credits”). You may receive a specific allotment of Credits at no charge when you first enroll, you may receive a specific allotment of Credits with each Subscription Term, and you may also separately purchase additional Credits. If you are on a Pay As You Go plan, once your initial Credits are used, you must be enrolled in auto-load or purchase additional Credits to continue using the Services. Credits may only be redeemed as permitted by our Services and at the rates stated on the then-current Pricing List, and Deepgram may modify the number of Credits required for Services or features and impose new Credit requirements for Services and features at any time. We will attempt to provide you with 30 days’ advance notice of such changes to the Pricing List, but some changes may go into effect on shorter notice. Credits are not legal tender or currency, have no cash value, are not transferable, and are not redeemable for cash. Credits expire upon the closing or termination of your Account or cancellation or termination of your subscription to the Subscription Services. Certain Credits may also expire earlier as stated in the Pricing List – for example, if they are subject to a time-based subscription like our Growth Plan or Offer Terms (defined below) like our startup program. Except as stated in Section 5.3(d) or as required by law, Deepgram has no obligation to refund or rollover unused Credits.

        5.5        Overages. If you do not have sufficient Credits for a request, we may decline to process your request. There may be a delay in updating the Credit balance shown on your account page, meaning you may be out of Credits before the depletion is reflected on your account page. If we do process your request despite insufficient Credits, you are liable for all overage costs at the applicable rates stated on the then-current Pricing List. If you are enrolled in the Growth Plan and have a valid credit card on file, you authorize us to charge you weekly in arrears for any overage amounts. 

        5.6        Promotional Offers. We may from time to time offer special promotional offers, trial periods, discounted initial rates, plans, or memberships (“Promotional Offers”). If we offer you a Promotional Offer, the specific terms of your Promotional Offer will be provided in the marketing materials describing the particular offer or at registration (“Offer Terms”). You must meet all eligibility requirements stated in these Terms and the Offer Terms to enroll, and we reserve the right to determine eligibility or modify offers at any time. We may use information such as device ID, method of payment, or an account email address used with an existing or recent subscription to determine eligibility. Unless the Offer Terms state otherwise, valid payment information is required to enroll. By enrolling in a Promotional Offer, you enroll in Subscription Services, and the Subscription Fee for your Subscription Services will, during the promotional period, be the price stated in the Offer Terms. Upon the end of the promotional period, your Subscription Services will automatically renew at the then-current Subscription Fee unless you have canceled before the end of the promotional period as stated above.

        6.1        Third-Party Services. OUR SERVICES MAY CONTAIN LINKS TO OR ALLOW YOU TO INTEROPERATE WITH THIRD-PARTY SITES, MATERIALS, AND SERVICES (“THIRD-PARTY SERVICES”) THAT ARE NOT OWNED OR CONTROLLED BY US. IF YOU WISH TO MAKE USE OF CERTAIN FUNCTIONALITY OF OUR SERVICES, IT MAY REQUIRE YOUR USE OF THIRD-PARTY SERVICES. THESE THIRD-PARTY SERVICES MAY INCLUDE THIRD-PARTY DATA STORAGE, HOSTING SERVICES, AND LLM PROVIDERS THAT YOU CONNECT TO OR USE WITH OUR SERVICES.

THESE THIRD-PARTY SERVICES ARE BEYOND OUR CONTROL AND ARE NOT PART OF OUR SERVICES. YOUR USE OF A THIRD-PARTY SERVICE MAY BE SUBJECT TO THE THIRD-PARTY PROVIDER’S LEGAL TERMS AND PRIVACY POLICY. FOR EXAMPLE, YOU SHOULD REVIEW THE DATA PRACTICES OF ANY LLM PROVIDER THAT YOU USE IN CONNECTION WITH OUR VOICE AGENT API WITH RESPECT TO DATA RETENTION AND MODEL TRAINING.

WE HAVE NO OBLIGATION TO MONITOR AND DO NOT ENDORSE OR ASSUME ANY RESPONSIBILITY FOR ANY SUCH THIRD-PARTY SERVICES. WE MAY BLOCK OR DISABLE ACCESS TO ANY THIRD-PARTY SERVICES THROUGH OUR SERVICES AT ANY TIME. IF YOU ACCESS A THIRD-PARTY SERVICE FROM OUR SERVICES OR SHARE YOUR CONTENT ON OR THROUGH ANY THIRD-PARTY SERVICE, YOU DO SO AT YOUR OWN RISK. YOU UNDERSTAND THAT WE HAVE NO RESPONSIBILITY FOR THIRD-PARTY SERVICES; YOU EXPRESSLY RELIEVE US FROM ANY AND ALL LIABILITY ARISING FROM YOUR USE OF ANY THIRD-PARTY SERVICE.

        7.1        Indemnification Obligation. You agree to defend, indemnify and hold us and each of our affiliates, subsidiaries, agents, suppliers and licensors (and our and their respective employees, contractors, agents, officers and directors) (individually and collectively, “Deepgram Parties”) harmless from and against any and all claims, damages, obligations, liabilities, costs, debt, expenses (including attorneys’ fees), and other losses arising from or related to:

1. your access to, use, or misuse of our Services;
2. your violation of any aspect of these Terms, including your breach of any of your representations and warranties;
3. Your Content, any Actions, your Application, and any other products or services that you or your End Users develop or offer, and the use thereof, or any allegation that any of the foregoing, or our use of Your Content as permitted under these Terms, infringes, misappropriates, or violates the rights of any person, or violates any applicable law; and
4. fraud, intentional misconduct, gross negligence, or criminal acts committed by you or your End Users.

        7.2        Defense. We may, at our discretion, take control of the defense or settlement of any matter subject to indemnification. We also reserve the right to engage separate counsel and assume exclusive control of any matter otherwise subject to indemnification. If we do, you agree to cooperate with us and our chosen counsel as reasonably requested.

While we work very hard to provide high-quality Services, there are certain aspects of our Services and artificial intelligence more generally that we can’t guarantee. More specifically:

1. YOUR USE OF OUR SERVICES, THE ACTIONS, AND THE OUTPUT IS AT YOUR OWN RISK.
2. OUR SERVICES, THE ACTIONS, AND THE OUTPUTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, STATUTORY, OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, COMPLETENESS, AVAILABILITY, RELIABILITY, SECURITY, PRIVACY, COMPATIBILITY, AND NON-INFRINGEMENT, AND ANY WARRANTY IMPLIED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. WE DO NOT REPRESENT OR WARRANT THAT OUR SERVICES, THE ACTIONS, OR THE OUTPUTS WILL BE ERROR-FREE, UNINTERRUPTED, CURRENT, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
3. WE ARE NOT RESPONSIBLE FOR ANY LIABILITIES YOU INCUR AS A RESULT OF YOUR USE OF THE ACTIONS OR THE OUTPUT.
4. THE LAWS OF SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES SO SOME OR ALL OF THESE DISCLAIMERS MAY NOT APPLY TO YOU.
5. ALL DISCLAIMERS OF ANY KIND (INCLUDING THOSE IN THIS SECTION 8 AND ELSEWHERE) ARE MADE FOR THE BENEFIT OF THE DEEPGRAM PARTIES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR THE OTHER DEEPGRAM PARTIES BE LIABLE FOR:

1. ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, BUSINESS, GOODWILL, REVENUE, USE, DATA, ANTICIPATED SAVINGS, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF, OR INABILITY TO USE, OUR SERVICES OR THE ACTIONS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHER THEORY, EVEN IF ANY DEEPGRAM PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES, AND EVEN IF THE DAMAGES ARE FORESEEABLE.
2. ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING (1) THE AMOUNT YOU PAID TO US HEREUNDER IN THE TWELVE MONTHS PRECEDING THE DATE ON WHICH THE FIRST CLAIM GIVING RISE TO LIABILITY AROSE OR (2) $100.00, WHICHEVER IS GREATER.

THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 9 APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS, HOWEVER, DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, AND IN THAT CASE THE ABOVE TERMS ONLY LIMIT OUR LIABILITY TO THE MAXIMUM EXTENT PERMISSIBLE IN YOUR JURISDICTION.

        10.1        Confidential Information. Either party (the "Disclosing Party") may disclose non-public, proprietary, or confidential information to the other (the "Receiving Party") (“Confidential Information”). Confidential Information includes any information that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including non-public business, product, technology, and marketing information.

Confidential Information excludes information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) is received from a third-party not subject to confidentiality obligations; (c) was already in the Receiving Party's possession; (d) is independently developed without use of the Disclosing Party’s Confidential Information; or (e) is Your Content.

        10.2        Protection and Use of Confidential Information. The Receiving Party will: (a) protect Confidential Information with at least the same degree of care as the Receiving Party’s own Confidential Information, but no less than commercially-reasonable care; (b) only use it to exercise rights or perform obligations under these Terms, explore a business relationship (or changes to the business relationship) between the parties, or consistent with the Privacy Policy; and (c) disclose it only to employees, advisors, or service providers who need to know and are bound by confidentiality obligations at least as protective as these Terms.

        10.3        Compelled Access or Disclosure. If legally compelled to disclose Confidential Information, the Receiving Party will provide prior notice (to the extent permitted by law) so the Disclosing Party may seek a protective order or other remedy at its own expense.

        10.4        Injunctive Relief. Each party acknowledges that breach of this Section may cause irreparable harm for which monetary damages may be inadequate, and that the non-breaching party is entitled to seek injunctive relief without proving actual damages or that monetary damages would not afford an adequate remedy.

        11.1        Governing Law. These Terms, and any dispute, claim, or controversy arising from or relating to these Terms or our Services, will be governed by and construed and enforced in accordance with the internal substantive laws of California, without respect to its conflict of laws principles. Any dispute, claim, or controversy arising from or relating to these Terms or our Services that is not subject to arbitration or cannot be heard in small claims court will be resolved exclusively in the state or federal courts of the State of California and the United States, respectively, sitting in San Francisco, California. You and Deepgram waive any objection to venue in any such courts.

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND DEEPGRAM TO ARBITRATE CERTAIN DISPUTES AND LIMITS THE MANNER IN WHICH YOU AND DEEPGRAM CAN SEEK RELIEF FROM EACH OTHER. ARBITRATION PRECLUDES YOU AND DEEPGRAM FROM SUING IN COURT OR HAVING A JURY TRIAL. YOU AND DEEPGRAM AGREE THAT ARBITRATION WILL BE SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER KIND OF REPRESENTATIVE PROCEEDING. YOU AND DEEPGRAM ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY.

YOU AND DEEPGRAM EACH ACKNOWLEDGE THE TERMS OF THIS SECTION ARE INTENDED TO REDUCE THE FINANCIAL BURDENS ASSOCIATED WITH RESOLVING DISPUTES AND ARE NOT INTENDED TO DELAY ADJUDICATION OF EITHER PARTY’S CLAIMS.

FOLLOW THE INSTRUCTIONS BELOW, IN SECTION 12.10, IF YOU WISH TO OPT OUT OF THE REQUIREMENT OF ARBITRATION ON AN INDIVIDUAL BASIS.

        12.1        Claims This Section Applies To. This Section 12 applies to and governs all Claims between you and Deepgram. A “Claim” is any dispute, claim, or controversy (excluding those exceptions listed in Section 12.3, below) between you and Deepgram, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, for which either party wishes to seek legal or equitable recourse and that arises from or relates to these Terms, or our Services, including any claims related to the use or operation of our Services, the purchase of any products or services made available through our Services, all privacy or data security claims, and all claims related to the validity, enforceability, or scope of this Section or any portion of it.

        12.2        Informal Resolution Before Arbitration. If you believe you have a Claim against Deepgram or if Deepgram believes it has a Claim against you, you and Deepgram will first attempt to resolve the Claim informally to try to resolve the Claim more quickly and reduce costs for both parties. You and Deepgram will make a good-faith effort to negotiate the resolution of any Claim for sixty (60) days (“Informal Resolution Period”), from the day either party receives a written notice of a dispute from the other party that satisfies the requirements of this Section 12.2 (a “Claimant Notice”). The Informal Resolution Period is designed to allow the party who has received a Claimant Notice to make a fair, fact-based offer of settlement if it chooses to do so. The Informal Resolution Period may be extended by the parties’ mutual written agreement.

You must send any Claimant Notice to Deepgram by certified mail addressed to Deepgram, Inc., 548 Market St, Suite 25104, San Francisco, CA 94104-5401 with an e-mail copy to legalnotices@deepgram.com. Deepgram will send any Claimant Notice to you by certified mail or e-mail using the contact information you have provided to Deepgram. The party sending a Claimant Notice (the “Claimant”) will ensure it includes (a) the Claimant’s name, address, e-mail address, and telephone number; (b) a description of the nature of and basis for the Claim, including the date(s) on which the Claim arose and the facts on which the Claim is based; (c) the specific relief sought; and (d) a personally signed statement from the Claimant themselves (and not their counsel) verifying the accuracy of the contents of the Claimant Notice.

During the Informal Resolution Period for each Claimant Notice, the parties will engage in at least one individualized video settlement conference, which both parties will personally attend (with counsel for both parties, if represented, invited to attend as well). If a party is unable to participate in the settlement conference by video, that party may attend telephonically upon showing of good cause warranting telephonic participation (e.g., inability to afford equipment or insufficient Wi-Fi due to indigent circumstances). You and we agree that the parties (and counsel, if represented) will work cooperatively to schedule the conference at the earliest mutually convenient time.

No arbitration demand (“Arbitration Demand”) may be filed or proceed before a Claimant Notice is sent and the Informal Resolution Period has concluded. If you or Deepgram files an Arbitration Demand without complying with the requirements in this Section 12, including the requirement for the parties to conference and to wait for the Informal Resolution Period to conclude, the other party may seek relief from a court to enjoin such filing and for such other relief as the court deems proper. The prevailing party in any such action will be entitled to recover its costs and reasonable attorneys’ fees incurred in seeking such relief.

To facilitate the parties’ efforts to reach an efficient resolution of any Claim, the applicable statutes of limitation will be tolled, and all deadlines associated with arbitration fees deferred, from the commencement of the Informal Resolution Period through the date when suit or arbitration may be filed under these Terms.

        12.3        Claims Subject to Binding Arbitration; Exceptions. Except for individual disputes that qualify for small claims court (provided that the small claims court does not permit class or similar representative actions or relief) and any disputes exclusively related to the intellectual property rights of you or Deepgram, including any disputes in which you or Deepgram seek injunctive or other equitable relief for the alleged unlawful use of your or Deepgram’s intellectual property (“IP Claims”), all Claims, including Claims that are not related to intellectual property or intellectual property rights but are jointly filed with IP Claims, that are not resolved in accordance with Section 12.2 must be resolved by a neutral arbitrator through final and binding arbitration rather than in court. Claims subject to binding arbitration include disputes arising out of or relating to the interpretation or application of this arbitration provision, including the enforceability, revocability, or validity of this arbitration provision or any portion of it.

        12.4        Binding Individual Arbitration. Except as otherwise expressly permitted by this Section 12, any Claim may be resolved only through binding individual arbitration conducted by the American Arbitration Association (the “AAA”), https://adr.org/, according to the Federal Arbitration Act, 9 U.S.C. § 1, et seq., (the “FAA”). The then-current version of the AAA’s Consumer Arbitration Rules, as modified by these Terms (the “Rules”), will apply to Claims between you and Deepgram, except that for Claims arbitrated by the AAA, if you are not a consumer, the then-current version of the AAA’s Commercial Arbitration Rules and Mediation Procedures are the Rules applicable to Claims between you and Deepgram as modified by these Terms.

These Terms affect interstate commerce, and the enforceability of this Section 12 will be substantively and procedurally governed by the FAA to the maximum extent permitted by law. As limited by the FAA, these Terms, and the Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Claim and to grant any remedy that would otherwise be available in court, including the power to determine questions of arbitrability. As allowed by applicable law, the arbitrator may only award legal or equitable remedies that are individual to you or Deepgram to satisfy one of our individual Claims (that the arbitrator determines are supported by credible relevant evidence).

        12.5        Arbitration Procedure and Location. You or Deepgram may initiate arbitration of any Claim not resolved during the Informal Resolution Period by filing an Arbitration Demand with AAA in accordance with the Rules.

Instructions for filing a demand with AAA are available on the AAA website. You will send a copy of any demand for arbitration to Deepgram by certified mail addressed to Deepgram, Inc. Attn: Legal Department, 548 Market St, Suite 25104, San Francisco, CA 94104-5401 with an e-mail copy to legalnotices@deepgram.com. Deepgram will send any demand for arbitration to you by certified mail or, if no physical address has been provided, by e-mail using the contact information you have provided to Deepgram.

The arbitration will be conducted by a single arbitrator in the English language. You and Deepgram both agree that the arbitrator will be bound by these Terms.

For Claims in which the Claimant seeks less than USD $10,000, the arbitrator will decide the matter based solely on written submissions, unless the arbitrator decides that a formal hearing is necessary. For Claims in which the Claimant seeks USD $10,000 or more, or smaller matters in which the arbitrator determines a hearing to be necessary, hearings will be conducted by video or telephone, unless the arbitrator determines an in-person hearing to be necessary. If an in-person hearing is determined to be necessary, the site of any in-person hearing will be determined by the applicable Rules.

The arbitrator (not a judge or jury) will resolve all Claims in arbitration. Unless you and Deepgram agree otherwise, any decision or award will include a written statement stating the decision of each Claim and the basis for the award, including the arbitrator’s essential factual and legal findings and conclusions.

Any arbitration decision or award may be enforced as a final judgment by any court of competent jurisdiction or, if applicable, application may be made to such court for judicial confirmation of any award and an order of enforcement.

        12.6        Arbitration Fees. Each party will be responsible for arbitration fees in accordance with the applicable Rules and these Terms.

        12.7        Frivolous or Improper Claims. To the extent permitted by applicable law, a Claimant must pay all costs incurred by the defending party, including any attorneys’ fees and arbitration fees, related to a Claim if an arbitrator determines that (a) the Claim was not warranted by existing law or by a nonfrivolous argument, (b) the factual contentions for the Claim lacked evidentiary support when filed or were unlikely to have evidentiary support after a reasonable opportunity for further investigation, or (c) the Claim was filed in arbitration for any improper purpose, such as to harass the defending party, cause unnecessary delay, or needlessly increase the cost of dispute resolution.

        12.8        Confidentiality. If you or Deepgram files a Claim in arbitration, you and Deepgram agree to cooperate to seek from the arbitrator protection for any confidential, proprietary, trade secret, or otherwise sensitive information, documents, testimony, and other materials that might be exchanged or the subject of any discovery in the arbitration. You and Deepgram agree to seek such protection before any such information, documents, testimony, or materials are exchanged or otherwise become the subject of discovery in the arbitration.

        12.9        Mass Disputes. If twenty-five (25) or more Claimant Notices are received by a party that raise similar Claims and have the same or coordinated counsel, these will be considered a “Mass Dispute” and the provisions of this Section 12.9 will apply to all such Claimant Notices. A Claimant Notice provided as part of a Mass Dispute may proceed to arbitration only as set forth below.

1. Applicable Rules. Any Arbitration Demands based on these Claimant Notices filed in arbitration will be subject to the AAA’s then-current Mass Arbitration Supplementary Rules, as modified by these Terms. Any disputes over whether an Arbitration Demand should be considered part of the Mass Dispute will be decided by the AAA as an administrative matter. The following procedures are intended to supplement the AAA’s Mass Arbitration Supplementary Rules, and to the extent the procedures conflict with those Rules, to supersede them.
2. Initial Arbitrations. The parties will identify an initial set of twenty (20) Claimant Notices to proceed as Arbitration Demands in order to maximize efficiencies in the management, investigation, and arbitration of the remaining Claimant Notices in the Mass Dispute. The initial set will be selected as follows. Counsel representing the Claimants in a Mass Dispute must notify the other party in writing (e-mail will suffice) when all or substantially all Claimant Notices for the Mass Dispute have been provided. Counsel for all Claimants and counsel for the responding party each will then select ten (10) Claimant Notices to proceed as Arbitration Demands. Claimants will then file Arbitration Demands for the twenty (20) selected Claimant Notices. No Claimant Notice or Arbitration Demand may be filed or deemed filed, and no related arbitration fees may be assessed, until the Claimant Notice is selected to proceed to arbitration following the process set forth in this Section. A single arbitrator will preside over each Arbitration Demand, and will preside only over one Arbitration Demand, unless the parties agree otherwise.
3. Mediation. Upon conclusion of the twenty (20) Initial Arbitrations (or sooner if the parties agree) and before proceeding with any other Arbitration Demands, the parties must engage in a single mediation applicable to all Claimant Notices in the Mass Dispute. The parties will have thirty (30) days following the conclusion of the last of the Initial Arbitrations to agree on a mediator. If they are unable to do so, the AAA may appoint one as an administrative matter. No additional Arbitration Demands may be filed until thirty (30) days after such mediation concludes or ninety (90) days after the appointment of a mediator, whichever is sooner.
4. Remaining Claimant Notices and Arbitrations. If mediation concludes with 100 or more unresolved Claimant Notices, any remaining Claimant or the receiving party to a remaining Claimant Notice may opt out of arbitration of all Claimant Notices that were not resolved in the initial twenty (20) Arbitration Demands or mediation. Such an election may only be for all Claimant Notices remaining in the Mass Dispute, not a portion thereof. To be effective, such election must be communicated in writing (e-mail suffices) to counsel for the other party within thirty (30) days of mediation concluding. Claimant Notices released from the arbitration requirement must be resolved according to Section 11.

If complaints based on Claimant Notices that were released from the arbitration requirement are filed in court, the Claimants may seek class treatment, although to the fullest extent allowed by applicable law, the putative class(es) must be limited to those Claimants in the Mass Dispute whose claims remain unresolved, and for which a Claimant Notice was received by the other party. Any party may contest class certification at any stage of the litigation and on any available basis and may raise any other defenses available under applicable law.

If the mediation process concludes with fewer than 100 Claimant Notices remaining or if no timely election to opt out of arbitration is made, the AAA will randomly select thirty (30) Claimant Notices (or the total remaining if less than thirty (30)) that comply with Section 12.2 to proceed in arbitration in the same manner as described in Section 12.9(b), above. Once such arbitrations have concluded, the parties will repeat this process until all Claimant Notices in the Mass Dispute have been resolved.

        12.10        Opting Out of Arbitration. You have the right to opt out of binding arbitration by e-mailing legalnotices@deepgram.com within thirty (30) days of (a) you first agreeing to the version of these Terms dated August 6, 2026 or later; or (b) you first using our Services, whichever is later. To be effective, the opt-out notice must be on your own behalf and include your full name, mailing address, and e-mail address. The notice must also clearly indicate your intent to opt out of binding arbitration in order to be valid. By opting out of binding arbitration, you agree to resolve disputes in accordance with Section 11.

        12.11        Rejection of Modifications to this Section. You may reject any change we make to this Section 12 (except changes to addresses at which notice must be given under this Section 12) as to you, by e-mailing legalnotices@deepgram.com within thirty (30) days of the date of the change. To be effective, you must send the notice of rejection on your own behalf, and you must include your full name, mailing address, and e-mail address. The notice must clearly indicate your intent to reject changes to Section 12. You may reject changes to Section 12 only as a whole. You may not reject only certain changes to Section 12. If you reject changes to Section 12, the most recent version of Section 12 that you have not rejected will continue to apply.

        12.12        Severability. If any portion of this Section 12 is found to be unenforceable or unlawful for any reason, including because it is found to be unconscionable, (a) the unenforceable or unlawful provision will be severed from these Terms; (b) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this Section 12 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 12; and (c) to the extent that any claims may proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction, in accordance with these Terms, and not in arbitration. The litigation of those claims will be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 12 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 12 will be enforceable.

If our Services are being used by the U.S. Government, our Services are commercial computer software and documentation developed exclusively at private expense, and (a) if acquired by or on behalf of a civilian agency, will be subject to the terms of this computer software license as specified in 48 C.F.R. 12.212 of the Federal Acquisition Regulations and its successors; and (b) if acquired by or on behalf of units of the Department of Defense (“DOD”) will be subject to the terms of this commercial computer software license as specified in 48 C.F.R. 227.7202-3, DOD FAR Supplement and its successors.

You understand and acknowledge that our Services may be subject to export control laws and regulations. You agree to comply with all applicable export and re-export control and trade and economic sanctions laws, including the Export Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC), and the International Traffic in Arms Regulations maintained by the U.S. State Department. Neither you, nor any person to which you make our Services available or that is acting on your behalf, or, if you are an Organization, any of your subsidiaries, or any of your or their directors, officers or employees, or any person owning 50% or more of your equity securities or other equivalent voting interests, is (a) a person on the List of Specially Designated Nationals and Blocked Persons or any other list of sanctioned persons administered by OFAC or any other governmental entity, or (b) a national or resident of, or a segment of the government of, any country or territory for which the United States maintains trade and economic sanctions or embargoes.

It is our policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”).

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via our Services, please notify our copyright agent. Please see 17 U.S.C. § 512(c)(3) of the DMCA for the requirements of a proper notification. If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your notice may not be effective. Your notification must be submitted to our DMCA Agent using the following contact information: Deepgram, Inc. Address: 548 Market St, Suite 25104, San Francisco, CA 94104-5401 Email: legalnotices@deepgram.com

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.

In accordance with the DMCA and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, users who are deemed to be repeat infringers. We may also at our sole discretion limit access to our Services and/or terminate Accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

We may identify you as a user in our promotional materials, including use of your name, trademarks, service marks, trade names, and logos. Upon your request sent to marketing@deepgram.com, we will discontinue new uses of your name and marks within a reasonable period of time.

        17.1        Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without our prior express written consent, but may be assigned by us, in whole or in part, without restriction or notice. Any attempted transfer or assignment in violation hereof will be null and void.

        17.2        Notification Procedures and Changes to these Terms. We may revise and update these Terms at our discretion. This may occur when, for example, we add or remove products or features, or for security or legal reasons. We may provide notice of such update to you, such as by sending an email, providing a notice through our Services, or updating the ‘last modified’ date at the top of this page, as we determine in our sole discretion.

Your continued use of our Services after any such change constitutes your acceptance of the new Terms of Service. If you do not agree to any part of these Terms or any future Terms of Service, do not use or access (or continue to access) our Services.

        17.3        Supplemental Terms. We may indicate that different or additional terms, conditions, guidelines, policies, or rules apply in relation to some of our Services (the “Supplemental Terms”). If the Supplemental Terms apply to Services you are using, they will become part of your agreement with us and will control over any conflicting or inconsistent provisions in these Terms.

        17.4        Entire Agreement/Severability. These Terms (together with any Supplemental Terms) will constitute the entire agreement between you and us concerning our Services. Our customer service and technical support agents are not authorized to make any modification or addition to these Terms. Any statements or comments made between you and any of our employees or representatives are expressly excluded from these Terms and will not apply to you or us or your use of our Services. Except as otherwise stated in Section 12.12, if any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of these Terms, which will remain in full force and effect.

        17.5        Miscellaneous. No waiver of any term of these Terms will be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under these Terms will not constitute a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. Use of the word “including” will be interpreted to mean “including without limitation.” Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. Communications and transactions between us may be conducted electronically.

        17.6        Contact. If you have any questions about these Terms, please contact us at info@deepgram.com.