1. Agreement
These Terms are between Best Price LC, a Wyoming limited liability company doing business as Acorn ("Acorn", "we", "us"), and the business identified in your account or order ("Customer", "you"). They govern the Acorn API, the acorn command-line tool, and related services we make available to you (the "Services").
The Services are for business and professional use only, not personal, family, or household use. The person accepting must be at least 18 and authorized to bind the Customer. You accept these Terms when you sign an order that incorporates them, or when you accept them while signing in with acorn login, receiving an API key, or submitting a signup form. The Dispute Resolution Agreement is part of these Terms.
An "Order" is a written order, pilot agreement, or pricing record that we have agreed with you, including the pricing and budget recorded on your account. If an Order conflicts with these Terms, the Order controls only where it says so expressly. A signed Data Processing Addendum ("DPA") controls for personal data. Purchase orders and forms you send do not change these Terms.
2. Eligibility
We offer the Services to businesses anywhere except where prohibited. You may not use the Services if you are located in, organized under the laws of, or ordinarily resident in a country or region subject to comprehensive U.S. sanctions or embargo, or if you are named on, or owned or controlled by a person named on, a U.S. or other applicable sanctions list. You must comply with export control and sanctions laws and must not use the Services for a prohibited end use or user.
3. Access
We grant you a nonexclusive, nontransferable right to use the Services for your business during your subscription, including in applications that serve your own users. Today you use the Services through the API and through the acorn command-line tool, which you sign in to with an API key we issue. Web sign-in will be offered when available.
Keep API keys confidential, limit them to authorized personnel, and tell us promptly at security@acorncompute.com if a key may have been exposed. You are responsible for activity under your keys, except to the extent it results from our breach. You may not resell standalone access to the Services or offer a competing service built on them without our written consent.
We may set rate and capacity limits, decline unsupported workloads, and change features. Estimates, benchmarks, and roadmaps are not commitments. Uptime, throughput, support response, and service credits apply only if an Order states them.
4. How the Services work
The Services transcribe audio. If we enable it for your account, the Services can also provide macOS virtual machines on worker Macs, set up with help from our team ("Mac environments"). Other workloads require an Order.
You authorize us to process your jobs on our own infrastructure and on Macs operated by independent workers enrolled in our network. Workers can be located anywhere in the world, and we do not pin jobs to a country or region. For transcription, a worker usually receives a segment of your recording, and for some jobs receives the complete recording. A Mac environment runs on a single worker's Mac.
Workers are bound by our Worker Agreement not to listen to, keep, or disclose your content, and the worker software deletes job audio when a job ends. Those are contractual and software protections. A person who controls a Mac may be technically able to access content on it, and splitting audio does not make it anonymous. Our servers run in a single U.S. region. We do not offer dedicated hardware or data-residency guarantees.
Keep your own copies of your source files and results. We are not an archive.
5. Your content and responsibilities
"Customer Content" means the audio, files, code, and other material you submit ("Inputs") and the transcripts and other results we return ("Outputs").
You are responsible for having all rights, notices, consents, and lawful bases needed to submit Inputs and have them processed, including the consent of people who are recorded where the law requires it, and for how you use Outputs.
You must not use the Services to:
- infringe or violate anyone's intellectual property, privacy, or other rights, or process unlawfully obtained material;
- engage in fraud, unlawful surveillance or wiretapping, harassment, or unlawful discrimination;
- introduce malware, attack or probe our systems or workers' Macs, escape a virtual machine, access other customers' data, or evade metering, authentication, or rate limits;
- mine cryptocurrency, or reverse engineer the Services except where the law allows; or
- run a safety-critical system where failure could cause death, injury, or serious environmental harm.
In a Mac environment, do not sign in to an Apple Account, iCloud, iMessage, or FaceTime. On macOS 15 and later, Apple ties a virtual machine's Apple Account identity to the hardware of the Mac it runs on, so that activity is attributed to the worker who lent the Mac. Code signing with certificates you import, and notarization and App Store Connect uploads that use an API key, remain allowed.
Do not submit protected health information that requires a business associate agreement, payment card data, criminal justice information, classified or export-controlled technical data, or biometric data used to identify people. Do not submit special categories of personal data under the GDPR without a signed DPA and an Order that permits it. We do not offer HIPAA, CJIS, PCI, or other sector-specific compliance.
6. Data protection
The Privacy Notice explains how we handle personal information as a controller. When we process personal data in Customer Content for you, we act on your instructions. If you need processor terms, including the European Commission's Standard Contractual Clauses for transfers from the EU, UK, or Switzerland, email legal@acorncompute.com to request our DPA. Sign the DPA before submitting personal data that the law requires processor terms for.
We keep transcripts and job records until you ask us to delete them, and we delete normalized job audio from our servers about 7 days after a job finishes. Audio for a job that ends partly complete is kept so the job can be recovered, then removed by an operator. To delete a job's data, email privacy@acorncompute.com with the job identifiers. An operator deletes the data from our live systems; backup copies expire on their own schedules. Deletion on request does not yet cover jobs that ended partly complete.
7. Ownership
You keep your rights in Inputs. To the extent we have any rights in Outputs created from your jobs, we assign them to you once you have paid for those jobs. We keep all rights in the Services and our software, models, and tools ("Acorn Technology"). Third-party models and software remain subject to their own licenses. We do not guarantee that Outputs are unique or free of third-party claims.
You grant us a license to host, copy, split, transmit, process, and return Customer Content only to provide, secure, support, and bill for the Services and to comply with law, including through our service providers and workers. We do not use Customer Content to train models and do not sell it. We may use aggregated service statistics that do not identify you, any individual, or your content. If you send us feedback, we may use it without obligation to you. Neither party may use the other's name or logo to suggest an endorsement without consent.
Mac environments run macOS. You must comply with the license terms of the operating system and other software in your environment, and we do not grant you rights in Apple software.
8. Accuracy
Transcripts and other Outputs may contain errors. Review them before relying on them. Outputs are not professional advice.
9. Fees and payment
You pay the fees in your Order. Transcription is metered by processed audio duration; Mac environments are metered as stated in your Order. Our usage records determine charges, and we will correct duplicate charges and verified metering errors. Budget caps recorded on your account limit new work once reached.
Charges are due when incurred, in U.S. dollars, and we collect them from your prepaid balance or the payment method on file for your account. There are no net payment terms. We may require a deposit or a minimum prepaid balance, and we may pause new work if your balance or payment method cannot cover new charges. Fees exclude taxes, which you pay except for taxes on our net income. Fees for Services already provided are not refundable except for billing errors or as these Terms state.
If you dispute a charge, tell us in writing within 30 days after it is charged, with enough detail for us to investigate. We will refund or credit any amount we confirm was charged in error. We may change rates for future usage with at least 30 days' notice, unless your Order fixes them. Rate changes do not affect jobs already submitted.
10. Confidentiality
"Confidential Information" means nonpublic information one party discloses to the other that is marked confidential or should reasonably be understood to be confidential, including Customer Content, credentials, and security and business information. The recipient will use it only to perform or exercise rights under these Terms, protect it with reasonable care, and share it only with people and providers who need it and are bound by similar duties. Information is not confidential if the recipient can show it was public, already known, independently developed, or lawfully received without restriction. A recipient may disclose information when legally required, after giving notice where lawful. These duties last five years after termination, and for Customer Content and trade secrets, as long as the information is retained or protected by law.
11. Your indemnity
You will defend and indemnify Acorn and its affiliates, personnel, service providers, and workers against third-party claims arising from your Customer Content, your lack of rights or consent to submit it, your use of Outputs, or your breach of Section 5, and pay resulting damages, reasonable costs, and approved settlements. This does not cover losses caused by our own breach, negligence, or misconduct. We will notify you promptly, let you control the defense with counsel reasonably acceptable to us, and cooperate at your expense. You may not settle a claim in a way that imposes an obligation or admission on us without our consent.
12. Disclaimers
EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR AN ORDER, THE SERVICES AND OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE EXTENT THE LAW ALLOWS, WE DISCLAIM IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WE DO NOT WARRANT UNINTERRUPTED OR ERROR-FREE SERVICE.
13. Limitation of liability
TO THE EXTENT THE LAW ALLOWS, NEITHER ACORN NOR ITS AFFILIATES OR SUPPLIERS ARE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA. ACORN'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, INCLUDING ANY DPA, IS LIMITED TO THE GREATER OF US$100 OR THE FEES YOU PAID US FOR THE SERVICES IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.
These limits do not apply to fraud, gross negligence, or willful misconduct, or to liability the law does not allow us to limit. They do not limit your payment obligations or your indemnity.
14. Suspension and termination
We may suspend affected access immediately if needed to address a security threat, prohibited use, legal requirement, or risk to the Services, workers, or others. We will give notice and a chance to fix the problem when practical.
Either party may end these Terms on 30 days' written notice, or for the other's material breach that remains uncured 30 days after notice. If we end them for convenience, or you end them for our uncured breach, we will refund prepaid fees for Services not provided. When these Terms end, stop using the Services, retrieve your Outputs, and tell us if you want your job data deleted. Sections 5 through 7 and 10 through 16 survive.
15. Changes
We may update these Terms. We will notify you of material changes by email and ask you to accept the new version, for example at acorn login or when you receive a new API key. A new version applies to you once you accept it; until then, the version you accepted continues to apply, and we may end these Terms on 30 days' notice under Section 14. Posting a new version alone does not change your agreement. An Order you have signed changes only by written agreement.
16. Disputes, notices, and general terms
California law governs these Terms, without regard to conflict-of-law rules or the U.N. Convention on Contracts for the International Sale of Goods. The Dispute Resolution Agreement requires most disputes to be resolved by binding individual arbitration and waives jury trials and class actions. Its Section 6 lists the exceptions.
Notices to Acorn: legal@acorncompute.com and Best Price LC, 30 N Gould St, Ste R, Sheridan, WY 82801, United States. We send notices to your account contact by email.
We may assign these Terms to an affiliate or a successor to our business. You may not assign them without our written consent. Neither party is liable for delays caused by events beyond its reasonable control, other than payment obligations. The parties are independent contractors, and there are no third-party beneficiaries except those protected by Sections 11 and 13. Not enforcing a provision is not a waiver. If a provision is unenforceable, the rest remains in effect. These Terms, your Orders, the Dispute Resolution Agreement, and any signed DPA are the entire agreement about the Services.