Terms of Service

(a) 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 the Services you are using, you are required to read them, and they will become part of your agreement with us. The Supplemental Terms will control over any conflicting or inconsistent provisions in these Terms.

(b) Updated Terms

We may make changes to these Terms, including any Supplemental Terms. The “Last Updated” date above indicates when these Terms were last changed. If we make future changes, we may provide you with notice of the changes, such as by sending an e-mail, providing a notice through our Services, or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of our Services after we provide you notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must immediately stop using our Services.

(a) Age

You must be at least 18 years of age to access or use our Services. If you are a parent or legal guardian and you believe that your child under the age of 18 is using our Services without your consent, please contact us at [email protected].

(b) Entity Representation

When we say, “you,” “your” or “yourself”, we mean you as an individual or the legal entity exercising rights under these Terms through you. If you use the Services on behalf of another person or entity, (i) all references to “you” throughout these Terms will include, and these Terms will be binding on, that person or entity, (ii) you represent that you are authorized to accept these Terms on that person's or entity's behalf, and (iii) in the event you violate these Terms, that person or entity agrees to be responsible to us.

(a) User Content

Our Services may allow you and other users to create, post, store, and share content, including e-mails, chat logs, messages, audio and video recordings, voice inputs, calendar details, photos, text, prompt inputs, and other materials (collectively, “User Content”).

When you attend a meeting using the Services, content you contribute (including your audio and video streams) is your User Content; and when you host a meeting using the Services, all content contributed by any participant (including the audio and video streams of such participants) is your User Content.

(b) License You Grant Us

Except for the license you grant below, as between you and Fireflies, you retain all rights in and to your User Content, excluding any portion of the Services included in your User Content.

You grant Fireflies a nonexclusive, royalty-free, worldwide, fully paid, and sublicensable (through multiple tiers) license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly or otherwise perform and display, and exploit your User Content in all media formats and channels now known or later developed without compensation to you or any third party.

You irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding User Content that you may have under any applicable law or under any legal theory.

(c) License Limitations and Data Use

The license granted above is perpetual and irrevocable, provided that if you delete your User Content from the Services, Fireflies will delete copies of such content within a reasonable timeframe, unless such content remains in another user's account and subject to our retention of copies for archival, backup, and legal compliance purposes.

Notwithstanding the breadth of the license granted above, Fireflies:

• (i) will exercise its rights solely in connection with providing the Services to you and authorized users in your user group; and
• (ii) will not use your User Content to train, retrain, fine-tune or otherwise improve any generative artificial intelligence models.

You acknowledge and agree, however, that Fireflies may derive usage, statistical, and other data from your User Content and use such derived data for its internal business purposes, including analyzing and improving the Services.

(d) Consents and Third-Party Rights

If your User Content is from or features another person, you represent and warrant that you have obtained that person's permission before sharing the content with Fireflies. This means, for example, that when using the Services in connection with a meeting, you must ensure that each meeting participant consents to recordings as described in our Privacy Policy.

(e) Feedback

You may voluntarily post, submit, or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials, or other information about Fireflies or our Services (collectively, “Feedback”). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including to develop or improve products or services in Fireflies' sole discretion. Fireflies will exclusively own all works or improvements based on any Feedback. You understand that Fireflies may treat Feedback as nonconfidential.

(a) Prohibited Conduct

In addition to the other restrictions in these Terms, you will not, and will not aid or encourage others to, do any of the following in connection with the Services:

• Violate any applicable law, contract, intellectual property right, or other third-party right or commit a tort;
• Engage in any harassing, threatening, intimidating, predatory, or stalking conduct;
• Use or attempt to use another user's account or information without authorization from that user and Fireflies;
• Impersonate or post on behalf of any person or entity or otherwise misrepresent your affiliation with a person or entity;
• Sell, resell, sublicense, distribute, or rent our Services to another person or entity;
• Incorporate our Services into your own product or services on a “stand-alone basis” (this means, for example, that your products and services must reasonably add value beyond the value of our Services and our Services must be merely a component of your products and services and not its primary focus)
• Copy, reproduce, distribute, publicly perform, or publicly display all or portions of our Services, except as expressly permitted by us or our licensors;
• Conduct security or vulnerability tests of the Services;
• Modify our Services, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon our Services;
• Use our Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying our Services or that could damage, disable, overburden, or impair the functioning of our Services in any manner;
• Reverse engineer any aspect of our Services or do anything that might discover or reveal source code, or bypass or circumvent measures employed to prevent or limit access to any part of our Services;
• Use any data mining, robots, or similar data gathering or extraction methods designed to scrape or extract data from our Services;
• Develop or use any applications or software that interact with our Services without our prior written consent;
• Send, distribute, or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes;
• Link to the Services in a manner that damages or exploits, in our sole discretion, our reputation or suggests any form or association, approval, or endorsement by Fireflies; or
• Use our Services for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates these Terms.

(b) Prohibited Content

You may not create, post, store, or share any User Content for which you do not have all the rights necessary to grant us the license described in Section 5(b). You must ensure that your User Content, and our use of your User Content as permitted by these Terms, will not violate any rights of any person or entity, including any third-party rights, or cause injury to any person or entity. You may not create, post, store, or share any User Content that:

• Is unlawful, libelous, defamatory, obscene, pornographic, indecent, vulgar, suggestive, harassing, threatening, violent, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent, or derogatory of any ethnic, racial, gender, or religious group;
• Would constitute, encourage, or provide instructions for a criminal offense, a violation of the rights of any party, or a violation of these Terms;
• May infringe any patent, trademark, trade secret, copyright, or other intellectual or proprietary right of any party;
• Contains or depicts any statements, remarks, or claims that do not reflect your honest views and experiences;
• Contains any private or personal information of a third party without the third party's consent;
• Contains any viruses, corrupted data, or other malicious, invasive, harmful, disruptive, or destructive files or content;
• In our sole judgment, is objectionable, restricts or inhibits any other person from using or enjoying our Services, or may expose Fireflies or others to any harm or liability of any type; or
• Contains links to content that would violate any of the above restrictions if the linked content were User Content.

(c) Protected Health Information

You may not create, post, store, or share any User Content that includes or constitutes “protected health information,” as defined in 45 CFR § 160.103, unless you have entered into a business associate agreement (“BAA”) with Fireflies. Upon mutual execution of a BAA, the BAA will be incorporated by reference into and subject to these Terms. If you are interested in entering into a BAA with Fireflies, e-mail us at [email protected] with details about your company and use case.

(d) Enforcement

We can enforce these Terms, including this Section 6, at our sole discretion. Choosing not to enforce these Terms in some instances does not mean we waive our right to enforce it in other instances. This Section 6 does not create any right or private right of action on the part of any third party or any reasonable expectation that the Services will be free of conduct or content that is prohibited by these Terms or that prohibited content will be promptly removed after it has been posted. We do not review all User Content, and we expressly disclaim any duty or obligation to undertake any monitoring or review of any User Content. Although we have no obligation to screen, edit, or monitor User Content, we may:

• Delete or remove User Content or refuse to post any User Content at any time and for any reason with or without notice, including for any violations of these Terms;
• Terminate or suspend your access to all or part of the Services, temporarily or permanently, if your conduct or User Content is reasonably likely, in our sole determination, to violate these Terms;
• Take any action with respect to your User Content that is necessary or appropriate, in Fireflies' sole discretion, to ensure compliance with applicable law and these Terms, or to protect Fireflies' rights or to protect any third party's rights, including third-party intellectual property and privacy rights (e.g., providing information to rightsholders who submit takedown requests); and
• As permitted by law, cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any User Content on or through the Services.

(a) Payment

If you provide payment information to us or our third-party payment processors, you represent and warrant that you have the right to use the payment information provided and that all payment information you provide is accurate and complete. We may receive updated information from your issuing bank or our payment service provider about any payment method you have stored with us. You authorize us (via our third-party payment processors) to charge your payment method, including any updated payment method information we receive, for any charges you are responsible for under these Terms. You will pay all charges incurred by you or on your behalf through the Services, at the prices in effect when such charges are incurred, including all taxes applicable to your transactions. In the event legal action is necessary to collect on balances due, you will reimburse us and our vendors or agents for all expenses incurred to recover sums due, including attorneys' fees and other legal expenses.

(b) Recurring Subscriptions

You may be permitted to enroll in a subscription for certain Services on either a monthly or yearly basis (“Subscription Period”) for the recurring fee indicated at the time you enroll (“Subscription Fee”). Such subscriptions (“Recurring Subscriptions”) are continuous until you cancel them, and you authorize Fireflies to charge your payment method the then-current Subscription Fee both (i) when you initially enroll in a Subscription and (ii) at the beginning of each subsequent Subscription Period until you cancel.

(c) Promotional Offers

We may offer trial periods or discounted initial rates (each, a “Promotional Offer”) for a Recurring Subscription. 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 Fireflies reserves the right to determine eligibility or modify offers at any time. Unless the Offer Terms state otherwise, valid payment information is required to enroll. By enrolling in a Promotional Offer, you enroll in a Recurring Subscription, and the Subscription Fee for your Recurring Subscription will, during the promotional period, be the price stated in the Offer Terms. Upon the end of the promotional period, your Recurring Subscription will automatically renew at the then-current Subscription Fee unless you have canceled before the end of the promotional period as stated above.

(d) Prices

All prices on the Services are subject to change at any time without notice, and, unless otherwise indicated, prices shown on our Services exclude taxes. You will have an opportunity to review taxes before you confirm a purchase.

(e) Seat License

Your Subscription Fee is based on the number of seat licenses you purchase for users to access and use the Services under your Recurring Subscription (each a “Seat”). If your Recurring Subscription includes only a single Seat, then you may not allow anyone else to access the Services under your Recurring Subscription. If your Recurring Subscription includes more than one Seat, then you may only permit individuals to access the Services under your Recurring Subscription if they have a valid user account and have been assigned a Seat by you. An individual Seat is personal to the user to which it has been assigned, and you must reassign a Seat before allowing it to be utilized by a different user. A user may access the Services from multiple devices while still only occupying a single Seat. Conversely, two users accessing the Services from a single device would occupy two Seats. If you exceed your Seat limit, Fireflies may automatically increase your Subscription Fee to include the additional Seat licenses at the then-current Seat price. You may not reassign Seats for the purpose of time-sharing or rotating access among multiple users.

(f) Credits

Your Recurring Subscription may include a specific allotment of credits each Subscription Period that can be redeemed for certain Services or features (collectively, “Credits”). You may also be permitted to separately purchase additional Credits. Credits may only be redeemed as permitted by the Services, and Fireflies may modify the number of Credits required for Services or features at any time.

Credits are not legal tender or currency, have no cash value, and are not redeemable for cash or refunds. Credits are non-transferable, non-assignable, and may not be shared, sold, or transferred to any other person or account. Unless otherwise stated in your Offer Terms, Credits expire at the end of a Subscription Period and do not roll over to subsequent periods. You are responsible for monitoring your Credit balance and using Credits before they expire; Fireflies has no obligation to refund or rollover unused Credits.

(g) Auto-Upgrade Credits

Your Recurring Subscription may include an automatic tier upgrade feature (“Auto-Upgrade”). You may opt out of Auto-Upgrade at any time through your account settings; however, you must opt out prior to exceeding your Credit allotment to avoid automatically upgrading. If Auto-Upgrade is enabled and your use of Credits exceeds the limit for your current tier, your Recurring Subscription will automatically upgrade to the next available tier. Upon such upgrade, you authorize Fireflies to charge your payment method the prorated difference between your current Subscription Fee and the fee for the upgraded tier for the remainder of the current Subscription Period. The upgraded tier will apply to all subsequent Subscription Periods until you downgrade or cancel your Recurring Subscription. Any additional Credits received from an upgrade will expire at the end of the applicable Subscription Period.

(h) Eligibility

To complete your purchase, you must have a valid billing address within a country that can be selected as part of the purchase process on our Services.

(a) Business User Status

A “Business User” is a user who maintains an active Recurring Subscription for a plan designated as “Business” or “Enterprise” or has been assigned a Seat under such a plan. You are a Business User only for the duration that you maintain such a Recurring Subscription or occupy a Seat under such a plan. If you cancel your Recurring Subscription, switch to a subscription plan other than Business or Enterprise, or are no longer assigned a Seat under such a plan, you are no longer a Business User.

(b) Business Terms

Business Users are subject to the Business User Supplemental Terms (“Business Terms”). The Business Terms are Supplemental Terms. If there is any conflict or inconsistency between these Terms and the Business Terms, the Business Terms will control with respect to your use of the Services as a Business User.

(a) Ownership of the Services

The Services, including the text, graphics, images, photographs, videos, illustrations, and other content contained in the Services, and all intellectual property rights in the Services, are owned by Fireflies or our licensors and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to the Services, including all intellectual property rights in the Services, are reserved by us or our licensors.

(b) Limited License Granted to You

Subject to your compliance with these Terms, you are granted a limited, nonexclusive, non-transferable, non-sublicensable, revocable license to access and use our Services for your own personal and internal business use. Any use of the Services other than as specifically authorized in these Terms, without our prior written permission, is strictly prohibited and will terminate the license granted here and violate our intellectual property rights.

(a) Use of AI Services and User Responsibility

As part of the Services, Fireflies makes available artificial intelligence-powered features and tools (“AI Services”), including Services that enable you to provide User Content, including the content of meetings or recordings you grant our Services access to (“Inputs”) for the purpose of generating transcriptions, summaries and other responses (“Outputs”). Your Inputs and Outputs are your User Content.

(b) Nature and Use of Outputs

Because AI Services rely on emerging technology and your specific Inputs, Outputs may be biased, inaccurate or offensive and do not represent Fireflies' views. You should treat Outputs only as a starting point. You are solely responsible for verifying and interpreting Outputs, and you use them at your own risk. Please note that even if Outputs appear accurate due to their detail or specificity, they may still contain material inaccuracies.

(c) Similarity of Outputs

Due to the nature of generative artificial intelligence tools and the AI Services, your Outputs may not be unique. You acknowledge that your Outputs may be the same as, or similar to, content from the internet, and other users of the Services may receive Outputs that are similar to, or the same as, your Outputs. You hereby waive and release Fireflies and its users from any claim that another user's Output is not unique.

(d) Prohibited Conduct

In addition to other restrictions that apply to your use of the Services, you will not, and will not aid or encourage others to, do any of the following in connection with the AI Services:

• (i) Generate any Outputs that would constitute prohibited User Content under Section 6;
• (ii) Use the AI Services as a companion chatbot or as a substitute for any professional advice (including medical, legal, or financial advice);
• (iii) Bypass any safety features or protective measures integrated into the AI Services, including any content filters or technical limitations designed to prevent the AI Services from generating harmful or inappropriate content;
• (iv) Falsely represent Outputs as human-generated;
• (v) Use Outputs to develop models that compete with Fireflies; or
• (vi) Use Outputs to develop artificial intelligence models that compete with Fireflies or its licensors' products and services.

(a) Software

You may install and use the Software on devices that you own or control for the sole purpose of accessing the Services as permitted by these Terms and in accordance with any documentation we provide. You acknowledge that the Software is licensed, not sold, to you. We may update, modify, or discontinue the Software from time to time, and you apply any updates that we make available.

(b) APIs

You may access and use the APIs for the sole purpose of accessing the Services as permitted by these Terms and in accordance with any documentation we provide. We may update, modify, or discontinue the APIs from time to time, and we may enforce limits on your use of the APIs (such as rate limits or usage quotas).

(c) Private Cloud Services

Certain Recurring Subscriptions may include options for you to store User Content in a dedicated storage environment managed by Fireflies or in your own cloud storage account (“Private Storage”). The availability and functionality of Private Storage is subject to the technical specifications and documentation provided by Fireflies, as may be updated by Fireflies from time to time. You are solely responsible for properly configuring Private Storage, maintaining appropriate backups of your User Content, and complying with all applicable laws and regulations. You are also responsible for securing any access credentials (such as API keys or storage bucket permissions) you provide to us.

Fireflies is not liable for any data loss, security breaches, or service interruptions resulting from: (i) the acts or omissions of your third-party cloud storage provider; or (ii) your failure to maintain adequate security controls or permissions.

(a) Repeat Infringer Policy

In accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, the accounts of users who repeatedly infringe the intellectual property rights of others.

(b) Reporting Claims of Copyright Infringement

If you believe that any content on our Services infringes any copyright that you own or control, you may notify Fireflies' designated agent:

Please see Section 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. If you knowingly materially misrepresent that any activity or material on our Services is infringing, you may be liable to Fireflies for certain costs and damages.

(a) Open-Source Software

Third-party code may be utilized in connection with the Services that may be subject to open-source licenses (“Open-Source Software”). The Open-Source Software is licensed to us under the terms of the license that accompanies such Open-Source Software and may be licensed to you under the terms of the same license or through other terms. Nothing in these Terms limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable license for such Open-Source Software.

(b) Third-Party Content

We may further provide information about or links to third-party products, services, activities, or events, or we may allow third parties to make their content, information or offerings available on or through the Services (collectively, “Third-Party Content”). We provide Third-Party Content for those interested in such content, but your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party.

(c) Responsibility for Content

We have no obligation to monitor Third-Party Content, and we may block or disable access to any Third-Party Content (in whole or part) through our Services at any time. Your access to and use of such Third-Party Content may be subject to additional terms, conditions, and policies applicable to such Third-Party Content (including terms of service or privacy policies of the providers of such Third-Party Content). You are also responsible for obtaining and maintaining any computer hardware, equipment, network services and connectivity, telecommunications services, and other products and services necessary to access and use the Services.

(a)

To the fullest extent permitted by applicable law, Fireflies and the other Fireflies Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, punitive, or special damages or lost profits, data or goodwill, even if Fireflies or the other Fireflies Parties have been advised of the possibility of the damages.

(b)

The total liability of Fireflies and the other Fireflies Parties for any claim arising out of or relating to these Terms or our Services, regardless of the form of the action, is limited to the greater of $100, or the total fees paid by you to Fireflies to use our Services in the six months preceding the date on which the first claim giving rise to liability arose.

(c)

The limitations set forth in this Section 18 will not limit or exclude liability for the gross negligence, fraud, or intentional misconduct of Fireflies or the other Fireflies Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.

(a) Claims This Section Applies To

This Section 20 applies to all Claims between you and Fireflies. A “Claim” is any dispute, claim, or controversy (excluding those exceptions listed in Section 20(c), below) between you and Fireflies, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, for which either party wishes to seek legal recourse and that arises from or relates to these Terms, or the Services, including any claims related to the use or operation of the Services, the purchase of any products or services made available through the 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.

(b) Informal Resolution Before Arbitration

If you believe you have a Claim against Fireflies or if Fireflies believes it has a Claim against you, you and Fireflies will first attempt to resolve the Claim informally to try to resolve the Claim more quickly and reduce costs for both parties. You and Fireflies will make a good-faith effort to negotiate the resolution of any Claim for 30 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 20(b) (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 Fireflies by certified mail addressed to Fireflies.AI Corp., Attn: 2802 Vizzolini Court, Pleasanton, CA 94566 USA or by e-mail to [email protected]. Fireflies will send any Claimant Notice to you by certified mail or e-mail using the contact information you have provided to Fireflies.

The party sending a Claimant Notice (the “Claimant”) will ensure it includes (i) the Claimant's name, address, e-mail address, and telephone number; (ii) 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; (iii) the specific relief sought; and (iv) 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 Fireflies files an Arbitration Demand without complying with the requirements in this Section 20, 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.

(c) 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 Fireflies, including any disputes in which you or Fireflies seek injunctive or other equitable relief for the alleged unlawful use of your or Fireflies' 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 20(b) must be resolved by a neutral arbitrator through final and binding arbitration rather than in court. Claims subject to binding arbitration include, without limitation, 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.

(d) Binding Individual Arbitration

Except as otherwise expressly permitted by this Section 20, 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 Fireflies, 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 Fireflies as modified by these Terms.

These Terms affect interstate commerce, and the enforceability of this Section 20 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 Fireflies to satisfy one of our individual Claims (that the arbitrator determines are supported by credible relevant evidence).

(e) Arbitration Procedure and Location

You or Fireflies 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 or by calling AAA at 800-778-7879. You will send a copy of any demand for arbitration to Fireflies by certified mail addressed to Fireflies.AI Corp., Attn: Legal Department, 2802 Vizzolini Court, Pleasanton, CA 94566 USA or by e-mail to [email protected]. Fireflies 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 Fireflies.

The arbitration will be conducted by a single arbitrator in the English language. You and Fireflies 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 Fireflies 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.

(f) Arbitration Fees

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

(g) Frivolous or Improper Claims

To the extent permitted by applicable law, a Claimant must pay all costs incurred by the defending party, including any attorney's fees and arbitration fees, related to a Claim if an arbitrator determines that (i) the Claim was not warranted by existing law or by a nonfrivolous argument, (ii) 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 (iii) the Claim was filed in arbitration for an improper purpose, such as to harass the defending party, cause unnecessary delay, or needlessly increase the cost of dispute resolution.

(h) Confidentiality

If you or Fireflies files a Claim in arbitration, you and Fireflies 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 Fireflies 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.

(i) Mass Disputes

If 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 20(i) 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.

(j) Opting Out of Arbitration

You have the right to opt out of binding arbitration by e-mailing [email protected] within 30 days of (i) you first agreeing to the version of these Terms dated 2026-03-06 or later; or (ii) you first using the 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 21.

(k) Rejection of Modifications to this Section

You may reject any change we make to this Section 20 (except changes to addresses at which notice must be given under this Section 20) as to you, by e-mailing [email protected] within 30 days of the date of the change. To be effective, you must send the notice or 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 20. You may reject changes to Section 20 only as a whole. You may not reject only certain changes to Section 20. If you reject changes to Section 20, the most recent version of Section 20 that you have not rejected will continue to apply.

(l) Two Years to Assert Claims

To the extent permitted by law, any Claim by you or Fireflies against the other must be included in a Claimant Notice within two years after such Claim arises; otherwise, the Claim is permanently barred, which means that you or Fireflies will no longer have the right to assert that Claim.

(m) Severability

If any portion of this Section 20 is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable, (i) the unenforceable or unlawful provision will be severed from these Terms; (ii) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this Section 20 or the parties' ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 20; and (iii) 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 20 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 20 will be enforceable.

(a)

Fireflies' failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. These Terms reflect the entire agreement between the parties relating to the covered subject matter and supersede all prior agreements, representations, statements, and understandings of the parties. 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, 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 Fireflies and you may be conducted electronically. We may assign these Terms, in whole or in part, with or without notice to you. You may not assign your rights or obligations under these Terms, and any attempted assignment in violation of this sentence is void.

(b)

If you have a question or complaint regarding the Services, please send an e-mail to [email protected]. You may also contact us by writing to 2802 Vizzolini Court, Pleasanton, CA 94566 USA. Please note that e-mail communications will not necessarily be secure; accordingly, you should not include payment card information or other sensitive information in your e-mail correspondence with us.

Further, under California Civil Code Section 1789.3, California consumers are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Boulevard, Suite N-112, Sacramento, California 95834, or by telephone at 1 (800) 952-5210.