Last updated on May 15, 2025
This Customer Terms of Service is entered into by and between KLYR ("KLYR") and the entity or person placing an order for or accessing any Services ("Customer" or "you"). If you are accessing or using the Services on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to "you" or "Customer" reference your company. Please note that if you sign up for the Services using an email address from your employer or another entity, then (1) you will be deemed to represent such party, (2) your acceptance will bind your employer or that entity to these terms, and (3) the words "Customer", "you" or "your" in this Agreement will refer to your employer or that entity.
This Agreement permits Customer to purchase subscriptions to KLYR's software products and other services pursuant to any KLYR ordering documents, online registration, order descriptions or order confirmations referencing this Agreement ("Order Form(s)") and sets forth the basic terms and conditions under which those products and services will be delivered.
The "Effective Date" of this Agreement is the earlier of (a) Customer's initial access to the Services (as defined below) through any online provisioning, registration or order process or (b) the effective date of the first Order Form referencing this Agreement.
PLEASE NOTE: IF YOU SUBSCRIBE TO THE SERVICES FOR A SUBSCRIPTION TERM, THEN YOUR SUBSCRIPTION AND THIS AGREEMENT WILL BE AUTOMATICALLY RENEWED FOR SUCCESSIVE BILLING PERIODS AT OUR THEN-CURRENT PRICING FOR SUCH SERVICES UNLESS YOU OPT OUT OF THE AUTO-RENEWAL IN ACCORDANCE WITH SECTION 8 BELOW.
By indicating your acceptance of this Agreement or accessing or using any Services, you are agreeing to be bound by all terms, conditions, and notices contained or referenced in this Agreement. If you do not agree to this Agreement, please do not use any Services. Each party expressly agrees that this Agreement is legally binding upon it.
Subject to the terms and conditions of this Agreement and the applicable Order Form, KLYR grants to Customer a limited, non-transferable, non-assignable (except as set forth in this Agreement), non-exclusive right to access and use the Services during the Subscription Term for its lawful internal business purposes solely in the form provided by KLYR and as permitted by the functionalities provided therein.
KLYR makes the Platform available as downloadable software for macOS. Subject to the terms and conditions of this Agreement, KLYR grants to Customer and its Users a limited, non-exclusive, non-transferable, non-sublicensable license to download and install the Platform to the extent necessary to use the Services. The Platform may update automatically. To the extent a component of the Platform contains any open source software, the applicable open source license will govern with respect to that component.
All rights, title, and interest in and to the Platform, the Services, the Software, Usage Data, Aggregate and De-Identified Data, KLYR Materials, and Documentation, including all enhancements, derivatives, and improvements thereto and all intellectual property rights inherent therein, belong exclusively to KLYR and its licensors. No rights are granted to Customer other than as expressly set forth in this Agreement. Nothing herein shall be construed as prohibiting KLYR from utilizing Usage Data for purposes of operating KLYR's business; provided that KLYR will not disclose any Usage Data to any third party in a manner that could identify Customer or any individual.
Customer acknowledges and agrees that the Services process audio from meetings and calls in real time for the purpose of generating live transcripts, detecting signals, and providing in-call intelligence. Customer acknowledges that raw audio captured during Sessions is streamed directly to KLYR's third-party speech-to-text provider for transcription and is discarded immediately upon transcription. Raw audio is never stored by KLYR on any server, database, or persistent storage medium. KLYR retains only the text output of transcription and associated session data as described in the Privacy Policy.
Use of Free Services is subject to the terms and conditions of this Agreement. Free Services are provided to Customer without charge up to certain limits as described in the Documentation. Usage over these limits requires Customer's purchase of additional resources or services. KLYR reserves the right, in its sole discretion and for any or no reason, to modify, suspend, or terminate Customer's access to the Free Services at any time, with or without prior notice. KLYR will not be liable to Customer or any third party for any such modification, suspension, or termination.
NOTWITHSTANDING THE "WARRANTIES" SECTION AND "KLYR INDEMNIFICATION" SECTION BELOW, THE FREE SERVICES ARE PROVIDED "AS-IS" WITHOUT ANY WARRANTY AND KLYR SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE FREE SERVICES UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW, IN WHICH CASE KLYR'S LIABILITY WITH RESPECT TO THE FREE SERVICES SHALL NOT EXCEED ₹5,000 (FIVE THOUSAND INDIAN RUPEES) OR THE EQUIVALENT IN THE APPLICABLE CURRENCY.
Customer may choose to use Beta Services in its sole discretion. Beta Services may not be supported and may be changed or terminated at any time without notice. Beta Services may not be as reliable or available as the Services. Beta Services have not been subjected to the same security measures as the Services. BETA SERVICES ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY, INDEMNITY OR SUPPORT AND KLYR'S LIABILITY FOR BETA SERVICES WILL NOT EXCEED ₹5,000 (FIVE THOUSAND INDIAN RUPEES).
Except for the limited rights expressly granted to KLYR under this Agreement, Customer retains all rights, title, and interest in and to all Customer Data, including without limitation all related intellectual property rights. Customer is solely responsible for the accuracy, quality, legality, reliability, and appropriateness of all Customer Data. Customer shall ensure that it is entitled to upload and process the relevant Customer Data through the Platform and that doing so does not violate any applicable law or the rights of any third party.
Customer grants KLYR a non-exclusive, worldwide, royalty-free right to reproduce, process, transmit, and otherwise use Customer Data solely (a) to maintain, provide, and improve the Services under this Agreement; (b) to prevent or address technical or security issues and resolve support requests; and (c) at Customer's direction or request, including processing initiated by Users through their use of the Platform. No rights to Customer Data are granted to KLYR other than as expressly set forth in this Agreement.
KLYR does not use Customer Data, including Corpus materials, Session transcripts, alert logs, or any other Customer Data, to train any KLYR or third-party artificial intelligence or machine learning model, regardless of Customer's Service Plan. This restriction applies to all tiers, including Free Services and Pro Tier Services. KLYR's AI models are trained exclusively on data that is not attributable to any individual customer.
KLYR may use Customer Data to create aggregated, de-identified, and anonymized data sets in a manner that does not permit identification of Customer, its customers, or its Users ("Aggregate De-Identified Data"). KLYR may use Aggregate De-Identified Data for lawful business purposes, including to improve, develop, provide, and enhance the Platform and Services.
KLYR shall use commercially reasonable technical and organizational measures to maintain the security and integrity of the Services and Customer Data and to protect against unauthorized access to or use, destruction, disclosure, or alteration of Customer Data.
Customer acknowledges that Corpus documents are uploaded to and stored on KLYR's infrastructure for the purpose of providing the Services. Corpus documents are indexed and converted into vector embeddings to enable real-time signal detection. Original documents and all derived data are associated exclusively with Customer's account and are not accessible to other customers. Upon deletion of a document or corpus by Customer, or upon account deletion, all associated original files, text chunks, and vector embeddings are permanently deleted from KLYR's systems.
Customer shall not:
Customer acknowledges that the Services process live audio from meetings and calls in real time. Customer is solely and exclusively responsible for compliance with all applicable Recording Laws in all jurisdictions relevant to Customer's use of the Services, including the jurisdictions of Customer, its Users, and all other participants in any meeting or call during which the Services are used. Recording Laws vary significantly by jurisdiction and may require the consent of one or all parties to a conversation before it may be recorded or monitored. KLYR makes no representation regarding the legality of Customer's use of the Services in any particular jurisdiction. KLYR shall have no liability whatsoever arising from Customer's failure to comply with Recording Laws. Customer shall indemnify and hold KLYR harmless from any claim, liability, loss, damage, cost, or expense arising from Customer's violation of any Recording Law.
Customer acknowledges that the Platform displays an overlay window on the User's screen during active Sessions. This overlay is designed to be invisible to screen-sharing and screen-recording tools as a technical feature of the Platform. Customer is solely responsible for any applicable disclosure obligations regarding the use of meeting intelligence tools in its industry, profession, or jurisdiction. KLYR makes no representation that the use of the Platform, including its screen overlay feature, is compliant with any particular professional, ethical, or legal standard applicable to Customer.
The Services include features that use artificial intelligence, including large language models and machine learning technology (collectively, "AI Features"). Customer agrees that it is solely responsible for its use of AI Features. Customer acknowledges that AI-generated output, including signal classifications, alert explanations, session summaries, and follow-up drafts (collectively, "Output"), is generated probabilistically and may be inaccurate, incomplete, or inappropriate. All Output is provided "as is." KLYR makes no representations or warranties with respect to the accuracy, completeness, truthfulness, or suitability of any Output. All decisions made in reliance on any Output are made at Customer's own risk and KLYR shall have no responsibility or liability arising therefrom.
Customer shall provide KLYR with complete and accurate account and billing information and keep such information current during the Term. Customer shall not provide any person or entity with access to the Services using Customer's account credentials except as permitted under this Agreement. Customer is responsible for maintaining the security and confidentiality of all passwords and access credentials associated with its account. If Customer becomes aware of any unauthorized use of its account, Customer shall immediately notify KLYR at security@asklyr.com.
Customer shall pay KLYR the applicable Fees for its Service Plan in accordance with this Section and as set forth in an Order Form or on the Pricing Page. If Customer reasonably and in good faith believes that KLYR has billed Customer incorrectly, Customer must contact KLYR no later than thirty (30) days after the invoice date in order to receive an adjustment or credit (if applicable). All Fees are non-refundable and non-creditable, except as expressly set forth in this Agreement or in KLYR's Refund Policy available at asklyr.com/terms/refund-policy.
All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all applicable taxes, duties, levies, and charges of any kind imposed by any governmental or regulatory authority on amounts payable by Customer hereunder, other than taxes imposed on KLYR's income. Where applicable, KLYR will collect and remit applicable Goods and Services Tax (GST) or other indirect taxes as required by law.
Unless otherwise provided in an Order Form, Customer shall pay all Fees within thirty (30) days after the date of the invoice. If Customer is paying Fees using a credit card or digital payment method supported by KLYR, Customer authorizes KLYR to charge Customer's account for the Services using that payment method. Customer must keep all billing account information current.
If Customer fails to make any payment when due, KLYR may charge interest on the past due amount at the rate of 1.5% per month or the highest rate permitted under applicable law, whichever is lower. If such failure continues for five (5) days following written notice, KLYR may suspend performance of the Services until all past due amounts and interest have been paid, without incurring any obligation or liability to Customer.
Unless otherwise set forth in an applicable Order Form, each Subscription Term will automatically renew for successive periods of equal length to the original Subscription Term at KLYR's then-current pricing, unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term. Customer authorizes KLYR to charge Customer's payment method on file for each renewal until Customer cancels the subscription.
Each party represents and warrants that it has the legal power and authority to enter into this Agreement.
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, (A) ALL SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTY WHATSOEVER; (B) KLYR EXPRESSLY DISCLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL WARRANTIES, EXPRESS, IMPLIED, AND STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, OR ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE; AND (C) KLYR MAKES NO WARRANTY REGARDING UNINTERRUPTED USE OR FREEDOM FROM BUGS OR ERRORS, AND MAKES NO WARRANTY THAT THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS OR THAT ALL DEFECTS WILL BE CORRECTED.
"Confidential Information" means all confidential and proprietary information of a party ("Disclosing Party") disclosed to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information or the circumstances of disclosure, including the terms and conditions of this Agreement, Customer Data, KLYR Materials, the Platform, Services, Documentation, and each party's respective business plans, technology, product designs, and business processes.
The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party's prior written consent. Either party may disclose Confidential Information to its personnel and agents who are subject to confidentiality obligations at least as restrictive as those in this Agreement. The Receiving Party will use at least the same level of care to prevent unauthorized use or disclosure of Confidential Information as it uses for its own confidential information of like kind, but in no event less than a reasonable standard of care.
Confidentiality obligations do not apply to information that (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully known by the Receiving Party prior to disclosure; (c) is received from a third party without restriction; or (d) is required to be disclosed by applicable law or court order, provided the Receiving Party gives the Disclosing Party prompt written notice and cooperates with any effort to seek a protective order.
The term of this Agreement shall commence on the Effective Date and continue until all Order Forms entered into hereunder have expired or been terminated.
Either party may terminate this Agreement (i) if the other party materially breaches any term of this Agreement and does not cure such breach within thirty (30) days of receiving written notice of such breach; or (ii) if the other party becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. Notwithstanding the foregoing, KLYR may immediately terminate this Agreement in the event Customer has breached any obligation set forth in Section 4 and, in KLYR's reasonable determination, that breach cannot be adequately cured.
Upon expiration or termination of this Agreement for any reason, the rights and licenses granted to Customer shall terminate immediately. Customer shall cease all use of the Services and Platform. KLYR reserves the right to permanently delete Customer Data following termination. Upon Customer's written request submitted within thirty (30) days following termination, KLYR will delete Customer Data from its active systems. Deleted data may remain in immutable backup copies maintained solely for disaster recovery purposes and will be purged in accordance with KLYR's standard backup rotation schedule.
KLYR will defend, indemnify, and hold Customer harmless from and against any third-party claim alleging that Customer's use of the Services as expressly permitted under this Agreement infringes or misappropriates a third party's valid copyright, trademark, or trade secret. KLYR shall, at its expense, defend such claim and pay damages finally awarded against Customer in connection therewith, including reasonable attorneys' fees engaged by KLYR for such defense, provided that: (a) Customer promptly notifies KLYR in writing of the claim; (b) KLYR has sole control over the defense and settlement; and (c) Customer provides reasonable cooperation to KLYR in connection with the defense.
Customer will defend, indemnify, and hold KLYR harmless from and against any third-party claim arising from or related to (i) Customer's breach of Section 4 of this Agreement, including any violation of Recording Laws; (ii) any Customer Data; (iii) Customer's use of any Output; or (iv) Customer's use of the Services in a manner not expressly authorized by this Agreement.
EXCEPT FOR THE PARTIES' INDEMNIFICATION OBLIGATIONS AND CUSTOMER'S BREACH OF SECTION 4, IN NO EVENT SHALL EITHER PARTY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT FOR ANY LOST PROFITS, DATA LOSS, BREACH OF DATA OR SYSTEM SECURITY, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, REGARDLESS OF WHETHER A PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES.
IN NO EVENT WILL KLYR'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED (IN THE AGGREGATE) THE FEES ACTUALLY PAID BY CUSTOMER TO KLYR IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. FOR FREE SERVICE USERS, KLYR'S MAXIMUM AGGREGATE LIABILITY SHALL NOT EXCEED ₹5,000 (FIVE THOUSAND INDIAN RUPEES).
The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
KLYR may give general notices applicable to all customers by email or through the Platform. All other notices required under this Agreement shall be in writing and shall be effective upon (i) personal delivery, or (ii) the second business day after mailing or email transmission to the address on record in Customer's account. Notices to KLYR shall be sent to legal@asklyr.com.
No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. The remedies provided in this Agreement are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions shall remain in full force and effect.
Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other party, not to be unreasonably withheld. Notwithstanding the foregoing, either party may assign this Agreement in its entirety without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in breach of this Section shall be void.
KLYR may use third-party subcontractors who are subject to contractual obligations no less protective than those of this Agreement. KLYR will remain responsible for their acts, omissions, and any subcontracted obligations. A current list of KLYR's subprocessors is available at asklyr.com/subprocessors.
KLYR may include Customer's name on its website or in marketing materials solely to reference Customer as a KLYR customer, subject to any trademark usage instructions provided by Customer. All other uses of either party's name or logo require prior written approval.
This Agreement and any disputes arising out of or related to it shall be governed by and construed in accordance with the laws of India, without giving effect to its conflict of laws rules. Subject to Section 11.9, the courts located in India shall have exclusive jurisdiction over any dispute arising out of this Agreement.
The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to this Agreement directly through good-faith negotiations, which shall be a precondition to either party initiating formal proceedings. If such negotiations do not resolve the dispute within thirty (30) days, the dispute shall be submitted to mediation before a mutually agreed mediator. If mediation fails, the dispute shall be finally settled by binding arbitration in accordance with the Arbitration and Conciliation Act, 1996 of India. The arbitration shall be conducted by a sole arbitrator mutually agreed upon by the parties, or if the parties cannot agree, appointed in accordance with applicable rules. The arbitration shall be conducted in the English language. Judgment upon the award may be entered in any court of competent jurisdiction.
THE PARTIES AGREE THAT ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR CONSOLIDATED BASIS. CLAIMS OF MORE THAN ONE CUSTOMER CANNOT BE ARBITRATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER.
Except for payment obligations, neither party shall be liable for delay or non-performance of its obligations if such delay or non-performance is caused by a Force Majeure Event. The affected party shall promptly notify the other party and make reasonable efforts to mitigate the effects of the Force Majeure Event.
The Services and KLYR technology may be subject to export laws and regulations of India and other jurisdictions. Each party represents that it is not named on any applicable government denied-party list. Customer shall not access or use the Services in violation of any applicable export law or regulation.
This Agreement is intended solely for the benefit of the parties, their successors, and permitted assigns. Nothing in this Agreement, whether express or implied, shall confer upon any other person or entity any legal or equitable right to enforce any provision of this Agreement.
This Agreement, including all exhibits, addenda, Order Forms, and linked policies, sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. KLYR reserves the right to modify the terms and conditions of this Agreement at its sole discretion. KLYR will notify Customer of any material changes by email or through the Platform. Continued use of the Services after any such changes constitutes Customer's consent to such changes. If Customer objects to an update, Customer may terminate this Agreement prior to the next renewal term. No terms or conditions set forth on any Customer purchase order or other Customer order documentation shall be incorporated into or form any part of this Agreement.
If you have any questions about this Agreement, please contact us at:
legal@asklyr.com
KLYR · asklyr.com · Terms of Service Version 1.0 · Effective May 15, 2025