Behavioral Signals API License Agreement

Last modified: May 26, 2026

This agreement (the “Agreement”) is made by and between Behavioral Signal Technologies, Inc. (the “Licensor”), a Delaware C-corp, registered at the Registry of Companies of the State of California under number C3917909, located at 4470W Sunset Blvd. #94260 Los Angeles, CA 90027, California, and the “Licensee”.

Licensor and Licensee are sometimes referred to individually as a “Party” and collectively as the “Parties”.

In consideration of the mutual covenants stated below, and for other good and valuable consideration, the receipt and sufficiency of which the Parties hereby acknowledge, the Parties agree as follows:

1. Definitions

The “Solution” shall mean the following Licensor software components and interfaces delivered via SaaS:

1) the Behavioral Signals Emotion Recognition engine;

2) the Behavioral Signals Web API;

3) Behavioral Signals’ deepfake detection services, including batch and real-time deepfake detection APIs;

4) the Behavioral Signals web-based dashboards and developer portal;

5) the Behavioral Signals desktop application(s);

6) software development kits (SDKs), sample code, and related developer tools; and

7) the Behavioral Signals documentation, demos, and support services made available in connection with the foregoing.

The Solution includes any updates, upgrades, new versions, and successor products or services that Licensor makes generally available under this Agreement.

The “Output” shall mean any and all files, responses, reports, analytics, and other results (in JSON or other formats) generated using the Solution, including information about speaker diarization, speech activity detection, speaker age, gender, language detection, emotion recognition, interaction metrics, behavior recognition, and deepfake detection results such as bonafide/spoof classifications, confidence scores, or related detection metadata.

The “Input” shall mean audio recordings, audio streams, video recordings, media files, metadata, and other content submitted by Licensee or its authorized users to the Solution for processing.

The Input and the Output shall be owned by Licensee and shall be considered Confidential Information of the Licensee.

2. License and Restrictions

Subject to the terms and payment of fees (if any) outlined in this Agreement, Licensor grants Licensee, and the Licensee accepts, a non-exclusive, non-transferable, non-sublicensable license (the “License”) of the Solution described as “License Usage” as follows:

License Usage
Licensee may access and use the Solution through the Behavioral Signals Web API, the Behavioral Signals SDKs, the Behavioral Signals dashboards and portal, the Behavioral Signals desktop application(s), and other interfaces made generally available by Licensor, in each case to submit Input for processing and to receive Output.

Supported configurations, file formats, channel and speaker limits, languages, and other technical requirements are described in the then-current Documentation for the Solution.

Licensee may use the Solution to provide services to third parties.

Restrictions
Licensee shall not attempt to disassemble, reverse compile, attempt to discover any source code, or otherwise reverse engineer the Solution.

Licensee will not sell, lease, license, sublicense, copy, market, or distribute the Solution to any third party.

Feedback
Licensee agrees to provide Licensor with reasonable feedback weekly upon request on the usage of the Solution and the results of the evaluation, as well as recommendations for improving the Solution.

Training Data
Licensor does not use Licensee’s Input, or any other identifiable customer-submitted content, to train, adapt, or develop its AI Models, algorithms, or new products. Licensor may use aggregated, anonymized, or de-identified information derived from Licensee’s use of the Solution — including statistical patterns, performance metrics, error rates, and other derived information that does not identify Licensee, any individual, or any end user — to evaluate, improve, and develop the Solution and Licensor’s other products, services, models, and technologies.

Nature and Limitations of Output
All Output of the Solution, including emotion recognition results, behavioral inferences, speaker characteristics, and deepfake or synthetic-media classifications, consists of probabilistic predictions and not determinations of fact.

Output may include confidence scores and is subject to error and performance may vary across languages, accents, conditions, demographic groups, and use cases.

Output is intended to inform, not replace, human judgment. Licensee is solely responsible for evaluating the suitability of Output for its intended use case, validating performance in its operational environment, and implementing appropriate human review, particularly where Output may inform decisions that have legal, financial, employment, safety, reputational, evidentiary, or similarly significant effects on individuals.

Licensee shall not use Output as the sole basis for any such decision.

Where Licensee uses Output to make or inform decisions about individuals, Licensee is the controller of such decision-making and is responsible for ensuring an appropriate legal basis, providing required notices, implementing meaningful human review where required, and conducting any required impact, fairness, or risk assessments under applicable law.

3. Term and Termination

This Agreement shall come into force on the date the Licensee agrees to sign up for a new Behavioral Signals API account.

The trial period shall continue until the Licensee has consumed the free usage allowance made available by Licensor for the Solution, as described in the then-current Documentation or on the Behavioral Signals website at the time of sign-up (the “Trial Term”), or until earlier termination. Licensor may modify the free usage allowance, including processing minutes and the mix of services covered, from time to time in its discretion.

After the Trial Term ends, the License usage shall continue at the rate depending on the plan the Licensee will choose (the “License Term”; view Pricing), unless terminated earlier.

Licensor may terminate this Agreement immediately if Licensee is in breach of any of the obligations under this Agreement.

Upon expiration of the License Term or notice of termination of this Agreement, the Licensee shall immediately stop using the Solution.

4. Intellectual Property and Confidentiality

Licensor retains all rights, title, and interest in the Solution. Title to, ownership of, and all rights in patents, copyrights, trade secrets, and other intellectual property rights in the Solution do not transfer to Licensee and shall remain in Licensor and/or Licensor’s third-party vendors and suppliers.

“Confidential Information” shall mean all information of the disclosing Party that a reasonable person would understand to be confidential, which may include, by way of example but without limitation:

a) the Solution proper, related technologies, algorithms and models, any information provided by the Licensor in connection with the provision of the Solution, and any other information contained in the Solution including trade secrets;
b) Licensee’s data, Input, Output, and information regarding the Licensee’s software, services, and related technologies;
c) any other information including but not limited to product architecture, roadmap, pricing, research & development, financial information, business opportunities, and know-how designated as confidential by the other Party including residuals.

The foregoing excludes information that is disclosed prior to this Agreement and is not bound by a confidentiality agreement, or information that is publicly available or is obtained legally via third parties without confidentiality obligations.

Neither Party will disclose or use the Confidential Information of the other Party except as described in this Agreement for the duration of the Agreement and five (5) years following the end of this Agreement.

The Parties may disclose Confidential Information to their agents and employees who have a need to know and are bound by confidentiality terms no less restrictive than those described herein.

Neither Party shall disclose or release the results of any evaluation testing of the Solution to a third party without the written consent of the other Party.

If required by law, the receiving Party may disclose Confidential Information provided that they (i) inform the disclosing Party in advance of such disclosure, (ii) only disclose such portion of the Confidential Information as is legally required, and (iii) cooperate with the disclosing Party, at the disclosing Party’s expense, to obtain a protective order.

5. Support and Maintenance

To facilitate the Solution’s usage, Licensor shall provide support services via email ([email protected]), teleconferencing, or other means of communication to Licensee’s designated personnel, to provide such personnel with clarification of functionality and features of the Solution.

Support does not include any customization of the Solution or professional services, including but not limited to the tuning of the Solution on the Input data.

Service Period
This Agreement will commence on the Subscription Date and continue unless terminated early under the Cancellation and Termination Section.

If you are using a “Pay as you go” Plan, this Agreement will continue for as long as a valid mode of payment is stored on the account or a five (5) year period has passed from the last login. This period will be the Service Period.

If you are using the Service under a Free Trial, the Trial Term defined in Section 3 applies.

6. Payment and Terms

The license is provided under the terms detailed in this Agreement.

Pricing: Unless the parties agree otherwise in a separately executed written agreement for a Paying Plan, all fees including taxes for the Service (“Fees”) will be initially based on the pricing published at the Website as of the Subscription Date for the Initial Period.

In order to maintain the quality of the Service, pricing may automatically increase by greater than 3% or CPI to adjust for inflation, which can increase the cost of improving and maintaining the Service.

All or certain of the Fees may be calculated on the basis of the number of users in your organization, the number of synchronized repositories, the number of executed workflows and automations, and the duration of data retention.

Payment authorization: You agree to give BST permission to charge you using that payment method for any services used during the Service Period. As indicated in a Subscription, BST may bill: in advance; at the time of purchase; shortly after purchase; or on a recurring time- or usage-based basis.

Responsibility for payment: You agree that you are authorized to use the payment method you entered when creating a billing account. You must keep all information in your billing account current. You can access and modify your billing account information through the Website and may change your payment method at any time. If you notify BST to stop using your previously designated payment method and fail to designate an alternative, BST may immediately suspend use and access to the Product. Any notice from you changing your billing account will not affect charges BST submits to your billing account before BST reasonably could act on your request.

Deletion and Termination

It is your responsibility to properly delete your account with BST if you wish to. You can delete your account at any time by sending an email to [email protected]. In case of account deletion, all your projects and data will be permanently deleted and won’t be possible to restore them.

We may terminate or suspend your access to the Solution immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Terms. All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

7. Warranties and Disclaimer

The Solution is provided “as is” and Licensor does not warrant that the functionality contained in the Solution will meet Licensee’s requirements or will operate in the configurations that Licensee selects for use, or that the operation of the Solution will be uninterrupted or error-free.

LICENSOR HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS AND IMPLIED, INCLUDING WARRANTIES OF TITLE AND NON-INFRINGEMENT, AND IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

8. Limitation of Liability

EXCEPT FOR BREACHES OF EACH PARTY’S OBLIGATIONS UNDER SECTION 4 (INTELLECTUAL PROPERTY AND CONFIDENTIALITY), SECTION 13 (MALICIOUS CODE), OR DAMAGES ARISING UNDER SECTION 14 (INFRINGEMENT INDEMNITY), EITHER PARTY IS NOT LIABLE FOR:

(a) ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES;

(b) ANY INTERRUPTION OF BUSINESS OR OPERATIONS, COST OF COVER, GOODWILL, LOSS OF DATA, PROFITS, OR REVENUE, OR FAILURE OF A REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE OF THE OTHER PARTY.

EXCEPT FOR A CLAIM FOR DEATH, BODILY INJURY, OR TANGIBLE PROPERTY DAMAGE TO THE EXTENT THAT CANNOT BE LIMITED BY LAW, OR FOR BREACHES OF EACH PARTY’S OBLIGATIONS UNDER SECTION 4 (INTELLECTUAL PROPERTY AND CONFIDENTIALITY), SECTION 13 (MALICIOUS CODE), OR DAMAGES ARISING UNDER SECTION 14 (INFRINGEMENT INDEMNITY), EITHER PARTY WILL NOT BE LIABLE FOR ANY DAMAGES WHETHER FOR BREACH OF CONTRACT, TORT, MISREPRESENTATION, NEGLIGENCE, THE USE OR PERFORMANCE OF SOLUTION OR SERVICE, OR OTHERWISE, AND REGARDLESS OF WHETHER THE DAMAGES WERE FORESEEABLE OR UNFORESEEABLE.

9. Trade Compliance

Licensee shall comply with all applicable laws, ordinances, and regulations relating to the import, export, and re-export of the Solution, software, information, and technology, including but not limited to:

(a) sanctions and restrictive measures restricting the countries and parties with whom Licensee may have commercial dealings and the nature of those dealings;

(b) controls under dual-use export controls or defense trade controls; and

10. Severability and Integration

If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable, this provision shall be reformed to be enforceable to the maximum extent permitted by law or severed, and the remainder of this Agreement shall continue in full force and effect. This Agreement is the complete and final agreement and understanding and supersedes all prior and contemporaneous representations, agreements, and understandings, whether oral or written, concerning the subject matter of this Agreement. This Agreement may be amended or modified only by a writing signed by both Parties. In the event of any inconsistencies or ambiguities between this Agreement and any of the Exhibits attached hereto, this Agreement shall take precedence.

11. Injunctive Relief

The Parties acknowledge and agree that any use or disclosure of the Licensor’s Solution or the Confidential Information by either Party in a manner inconsistent with the provisions of this Agreement may cause irreparable harm, and no remedy at law will afford adequate compensation against such harm. Accordingly, the non-defaulting Party shall be entitled to seek injunctive relief or specific performance of the defaulting Party’s obligations under this Agreement, in addition to any other available remedy.

12. Governing Law, Jurisdiction and Venue

This Agreement shall be governed by the laws of the State of California. Any suit to enforce this Agreement shall be brought exclusively to Los Angeles County, California, and the Parties hereby submit to the personal jurisdiction of such courts and waive any venue objection. Except for the obligation to make payments, nonperformance of either Party shall be excused to the extent that performance is rendered impossible by strike, fire, flood, acts of God, governmental acts or orders or restrictions, act of terrorism, war, or any other reason where failure to perform is beyond the reasonable control of the non-performing Party and not due to its fault or negligence.

13. Malicious Code

To the knowledge of the Licensor, no Licensor product or software contains any back door, drop dead device, time bomb, Trojan horse, virus, worm, spyware or adware (as such terms are commonly understood in the software industry) or any other code designed or intended to have, or capable of performing or facilitating, any of the following functions: disrupting, disabling, harming, or otherwise impeding in any manner the operation of, or providing unauthorized access to, a computer system or network or other devices on which such code is stored or installed. The Licensor shall implement reasonable measures designed to prevent the introduction of Malicious Code into Licensor product or software, including firewall protections and regular virus scans.

14. Infringement Indemnity

Licensor shall indemnify, defend, and hold harmless the Licensee against any claim, suit, action, or proceeding (each, an “Action”) brought against the Licensee by a third party to the extent that the Action is based upon a claim that the Software infringes any intellectual property right, and the Licensor will pay those costs and damages finally awarded against the Licensee in any such Action or those costs and damages agreed to in a monetary settlement of such Action.

The obligations under this Section are conditioned on:

(a) the Licensee notifying the Licensor promptly in writing of the commencement of any Action;

(b) the Licensee giving the Licensor control of the defense thereof and any related settlement negotiations; and