1 Background and purpose
These API Terms may be entered into by a User using the Free Tier of API Tools on his/her own behalf. However, such private User may only use the Free Tier (as defined below). If the User later wishes to change the Free Tier to another tier subject to a charge, User may only continue the use of API Tools on behalf of a company, association or other legal entity (“User Organization”). If you are using the API Tools on behalf of a User Organization as stated above, you warrant that you are authorized to bind the User Organization to these API Terms. The same applies if you start using API Tools by subscribing to one of Speechly’s subscription models subject to a charge. If you do not have such authority, you may only use the Free Tier on your own behalf. Further, if you do not agree with these API Terms, you may not use API Tools.
Please notice that the API Tools are not intended for consumer use.
Speechly is entitled to amend these API Terms by providing you with a prior notice of at least 30 days by email. If you do not accept the change made by Speechly to these API Terms, you have the right to terminate the API Terms by notifying Speechly thereof in writing prior to the effective date of such change.
Speechly and User hereinafter jointly the “Parties” and each a “Party”.
“API Documentation” means documentation relating to Speechly API provided to you by Speechly at www.speechly.com/docs.
“API Tools” means Speechly API, Speechly Dashboard, API Documentation and Software, collectively.
“Application” means a software application User develops or has developed with or in connection with the API Tools.
“End User” means the end user of a User Organization’s Application.
“Free Tier” means the trial version of API Tools provided by Speechly to User free of charge at Speechly’s sole discretion.
“Personal Data” means any information relating to an identified or identifiable natural person.
“Recording” means i) an audio recording of User’s own voice; or ii) an audio recording of End User’s voice interactions with an Application, including responses given by voice to Application enquiries, searches for information that are conducted by voice as well as instructions or commands given by voice to control an Application.
“Software” means the software provided and licensed to User by Speechly under these API Terms, including the client libraries, software development kit(s) and other software, if any, that Speechly provides to User as part of API Tools.
“Speechly API” means an application programming interface provided to you by Speechly pursuant to these API Terms and available at https://www.speechly.com.
“Speechly Dashboard” means the then-current a version of the user configuration tool for the API Tools provided by Speechly to User.
“User” or “you” means both the User Organization and a person using API Tools on behalf of the User Organization or on his/her own behalf.
3 Provision of API tools
When registering as a User of the Speechly API, User shall provide true, accurate and complete information as prompted by the registration form and update such information when required.
After a successful registration process, you will be provided with access to Speechly API Tools.
Grant of rights
Subject to payment of the prices set out in Section 4, if applicable, and compliance with the terms agreed herein, Speechly grants the User a limited, revocable, non-exclusive, non-transferable and non-sublicensable (except as set forth below in Section 3.2.2) right during the term of these API Terms to access and use API Tools pursuant to these API Terms and API Documentation for the sole purpose of developing and testing Application(s), integrating Application(s) to Speechly API, accessing and using Speechly API through such integrations as well as making Application(s) available to the public.
Subject to compliance with the terms agreed herein, Speechly grants the User a limited, revocable, non-exclusive, non-transferable and non-sublicensable right during the term of these API Terms to sublicense the license rights set forth in Section 3.2.1 solely to User’s contractors who develop or distribute Application(s) on User’s behalf and who agree to be bound by the terms of these API Terms for the sole purpose of developing and distributing Applications on User’s behalf, provided that (i) any sublicense rights granted to any such contractor by User in accordance with this Section 3.2.2 may be granted solely without further sublicense rights; and (ii) User will be responsible and liable for the acts and omissions of such contractors, including their compliance with these API Terms, as if such acts or omissions were User’s own acts or omissions.
The User agrees to display any attribution(s) required by Speechly as described in the API Documentation, if any.
User shall, at its own cost and responsibility, integrate Speechly API to the Application(s) pursuant to the API Documentation. User shall at all times comply with the latest version of Speechly’s API reference (included in the API Documentation) in any integration, access and use of Speechly API. User shall be solely responsible for any costs or expenses relating to integrating and using Speechly API.
Speechly may set and enforce limits on the use of Speechly API (e.g. limiting the number of API requests that you may make or the number of End Users you may serve), in its sole discretion. For clarity, User shall comply with any such limits.
In the event of an emergency, failure, suspected failure, loss of license or a security breach, without limiting any other rights of Speechly hereunder, API Tools may be temporarily interrupted or suspended or permanently discontinued.
User shall use API Tools in compliance with these API Terms. Misuse of API Tools by User may lead to termination of the API Terms or suspension or denial of access to API Tools.
User acknowledges and agrees that Speechly has the rights under these API Terms to collect, store and use Recordings for the purposes set forth in these API Terms.
Unless separately agreed between the Parties, User is not entitled to receive, inter alia, customer support services, consultation services, integration or implementation services or software updates or upgrades. In case such services are included in Speechly’s service offering, Speechly shall have the right to charge the applicable fees and charges relating to these services.
4 Prices and Payment
Speechly may offer User the right to use the Free Tier at Speechly’s sole discretion. User agrees and acknowledges that some features of API Tools may not be available in the Free Tier. Speechly reserves the right, in its sole discretion, to determine User’s eligibility for the Free Tier and, subject to applicable laws, to withdraw or modify the Free Tier at any time without prior notice to User and with no liability.
The different subscription models made available by Speechly and the prices relating thereto are further described in an email that you can request by emailing firstname.lastname@example.org. User acknowledges that the prices may vary as per the amount of API requests made by User or if User has informed Speechly that the User’s Recordings include Personal Data (in addition to potentially recognizable voice data) as set out in Section 8.5 below.
Payment by credit card. If User chooses payment by credit card, User is required to provide relevant payment details to Speechly. The applicable fees are charged automatically by Speechly on a monthly basis in arrears.
Payment by invoice. If User chooses payment by invoice, the applicable fees are charged by Speechly on a monthly basis in arrears. The term of payment of each invoice shall be fourteen (14) days net from the date of the invoice. All payments shall be made in Euros.
Speechly is entitled to adjust its fees by providing User with a prior notice of at least 30 days. Such notice may be provided on Speechly’s website.
Any notices or complaints by User relating to payments or invoices hereunder shall be given in writing to Speechly within 7 days from the date of the relevant payment or receipt of the invoice.
All fees and payments made to Speechly under these API Terms are non-refundable. For clarity, in the event of termination of the API Terms, User shall not be entitled to a refund of any fees.
User shall be responsible for all of its activities in relation to API Tools, including the acquisition and functionality of Applications and other equipment, systems, software and connections that it uses to integrate API Tools to its systems or uses to access and use API Tools.
User shall not, under any circumstances:
- sublicense, lease, redistribute or syndicate access to API Tools to a third party (except as set forth in Section 3.2.2 above); circumvent or reverse engineer any features or usage restrictions and limits of API Tools;
- probe, scan or test the vulnerability of API Tools;
use API Tools in a manner that accesses or uses any information beyond what Speechly allows under these API Terms or the API Documentation or that breaks or circumvents any of Speechly’s technical, administrative, process or security measures;
- use API Tools to populate any other sites, applications or services or to create a service substantially similar to Speechly API;
perform any actions that could damage, disable, disrupt, overburden or impair API Tools or its underlying services or systems; attempt to change, distort or modify API Tools or its underlying services or systems;
use any data mining, robots, scraping, or similar data gathering or extraction methods, or otherwise create permanent copies of API Tools, or store cached copies longer than necessary;
- misrepresent the source or ownership of API Tools;
- mask its identity when using API Tools;
- transmit any viruses or malware or other computer programming that may damage, detrimentally interfere with API Tools or its underlying services or systems;
- interfere or attempt to interfere in any manner with the proper functioning of API Tools;
access any undocumented feature of API Tools, or use any documented feature of API Tools other than for its intended purpose;
make any statement regarding User’s use of API Tools, which suggest partnership with Speechly without a written approval from Speechly;
- remove, obscure, or alter any copyright, trademark, or other proprietary rights notices;
- distribute or allow access to API Tools to any third parties (other than End Users and contractors referred to in Section 3.2.2 above);
- use API Tools in violation of applicable law; or
- add, associate or link advertising, sponsorship or marketing to API Tools.
User represents and warrants that he/she has obtained and will maintain all necessary rights, permissions and licenses, if any, in content, material, Recordings and other data or code appearing, used or stored in any of the Application(s) and that the Application(s) will be in full compliance with all terms of applicable platform requirements. If User is using third party services to interact with API Tools, User shall at all times be in compliance with all agreements and other terms applicable to use of such third party services.
Further, Speechly may display in its marketing materials User Organization’s name, the name of the Application(s) and any marks or logos associated with the Application(s) for purposes of marketing and promoting Application(s) and Speechly’s products and services, unless otherwise agreed between the Parties.
User will include in a mandatory end-user license agreement (“End User License Agreement”) for each of User’s Applications, whether in an agreement between User and End User or in an agreement between User and the licensor or distributor of User’s Application (see Section 3.2.2 above), legally enforceable provisions that are appropriate to the Application in question, that obtain all necessary rights, consents and permissions (relating to the Recordings and otherwise) from the End Users and that comply with all applicable laws, rules and regulations.
End User License Agreement shall include:
- End User’s acknowledgement and agreement that the End User’s Recordings shall not include Personal Data, unless the Parties have separately agreed otherwise as stated in Section 8;
- all other terms, disclosures and information necessary to comply with the terms of these API Terms; and
- a link to these API Terms and/or to Speechly’s website.
In connection with the use of Speechly API, User may submit to Speechly Recordings, written language data and other data through Speechly API (“User Data”). For clarity, all Recordings made must be sent to Speechly.
User shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the User Data.
Speechly shall treat all User Data as confidential. Speechly may store and use User Data for the purposes of providing Speechly API to User and managing the customer relationship between Speechly and User. Speechly shall have the right to generate anonymous usage, statistic and other data from User Data and by analyzing the User’s use of Speechly API (“Aggregate Data”) for updates and development of Speechly API and other services of Speechly. The intellectual property rights and title to Aggregate Data shall belong to Speechly. For clarity, the right granted hereunder covers Speechly’s right to use User Data in its entirety for the development of the API Tools and other Speechly services provided that any personal data included in User Data is first anonymized.
User shall ensure that User Data does not infringe any third-party intellectual property rights or violate any applicable laws or legislation (including privacy laws). User and End Users shall not provide any illegal, offensive, threatening, libelous, defamatory, or otherwise inappropriate data to Speechly through Speechly API or otherwise. In case Speechly believes, in its reasonable opinion, that any User Data violates these API Terms, intellectual property rights or any applicable law, Speechly shall have the right to delete such User Data.
Speechly API or its underlying Speechly services shall not be used as a storage service. User shall be solely responsible for storing appropriate backup copies of the User Data.
To the extent the User Data contains Personal Data and User is a User Organization, User acts as data controller under applicable data protection laws and Speechly processes, by providing Speechly API to User, such Personal Data on behalf of User as data processor for the purposes of these API Terms.
The types of Personal Data processed by Speechly as data processor hereunder may include recognizable voice data of End Users contained in the Recordings and other Personal Data if separately agreed between the Parties as set forth in Section 8.5. The data subjects whose Personal Data is processed by Speechly as data processor on behalf of User includes primarily the End Users.
User shall be responsible for ensuring that the User Data does not include other Personal Data except for recognizable voice data that may be considered as Personal Data. If, due to the nature of the Application(s), it is necessary to include Personal Data in the User Data, such as names, contact details or other information relating to End Users or other natural persons, User shall be responsible for informing Speechly thereof separately as requested by Speechly.
The terms and conditions of Sections 8.3-8.8 concern the data processing activities of Speechly as data processor with respect to the Personal Data it processes on behalf of User acting as data controller. Therefore, if the Parties have separately agreed that the User Data may include other forms of Personal Data than recognizable voice data as set out in Section 8.5, the terms and conditions of Sections 8.3-8.8 shall be applicable also to the processing of such Personal Data.
Speechly may process certain Personal Data also as a processor on behalf of a third-party controller, such as User’s customer. In case Speechly processes such data as a sub-processor of User, this Sections 8.3-8.8 shall apply, mutatis mutandis, to such processing, i.e. the rights and responsibilities of the Parties set out in this Sections 8.3-8.8 shall also apply when User acts in the role of a data processor and Speechly acts in the role of a data sub-processor.
In case Speechly processes Personal Data on behalf of User, the following terms shall apply:
Speechly shall process the Personal Data only in accordance with the terms of these API Terms and any lawful, reasonable and documented instructions reasonably given by the User from time to time. In case the aforementioned instructions require measures or work to be performed by Speechly, Speechly has the right to charge a reasonable fee for complying with such instructions.
The User Organization’s instructions must be commercially reasonable, compliant with applicable data protection laws and consistent with these API Terms. In case Speechly detects that any instruction given by User is non-compliant with European Union or member state law to which Speechly is subject, Speechly shall not be obliged to comply with such instruction and shall inform User of that legal requirement.
Speechly shall ensure that Speechly’s employees or other persons authorized to process Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
To respond to requests from individuals exercising their rights as foreseen in applicable data protection law, such as the right of access and the right to rectification or erasure, Speechly shall provide User with commercially reasonable assistance, without undue delay, taking into account the nature of the processing. In case the aforementioned assistance obligations require measures or work to be performed by Speechly, Speechly has the right to charge a reasonable fee for handling such assistance requests.
Taking into account the nature of processing and the information available to Speechly, Speechly reasonably assists User in ensuring compliance with the obligations set out in Articles 32 to 36 of the EU General Data Protection Regulation (2016/679) (“Regulation”), including User’s obligations to perform security and data protection impact assessments, breach notifications and prior consultations of the competent supervisory authority. In case the aforementioned assistance obligations require measures or work to be performed by Speechly, Speechly has the right to charge a reasonable fee for providing such assistance.
Speechly makes available to User, at User’s request, information necessary to demonstrate compliance with the Regulation. In case the aforementioned request by User require measures or work to be performed by Speechly, Speechly has the right to charge a reasonable fee for handling such requests.
User acknowledges that due to the nature of Speechly API, Speechly cannot control and has no obligation to verify Personal Data User submit to Speechly for processing on behalf of User. User acknowledges that it shall be responsible for having a legal ground to process Personal Data submitted to Speechly for processing on behalf of User. Further, User is responsible for its lawful collection, processing and use of Personal Data submitted to Speechly for processing on behalf of User, and for the accuracy thereof, as well as for preserving the rights of the individuals concerned. User shall ensure that the relevant data subjects have been informed of, and have given their consent to the processing as required by applicable data protection legislation. User shall ensure that End Users and other relevant data subjects have been prohibited to include Personal Data in the User Data, unless User has separately informed Speechly that the User Data includes Personal Data as set out in Section 8.5.
User gives a general authorization to Speechly to use subprocessors for the processing of Personal Data for the provision and use of Speechly API.
Speechly shall carefully select its subprocessors with the diligence of a professional service provider. Speechly ensures that the involved subprocessors are properly qualified, are under a written data processing agreement with Speechly, and comply with data processing obligations equivalent to the ones which apply to Speechly under these API Terms.
Speechly may change its subprocessors by informing User thereof in advance. In case User objects such change of subprocessor on reasonable grounds, User has the right to request change of the subprocessor. If Speechly is not willing to change the subprocessor User has objected to, either Party shall have the right to terminate these API Terms with immediate effect.
Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Speechly’s processing, Speechly shall implement and maintain appropriate technical and organizational security measures in order to safeguard Personal Data against unauthorized or unlawful processing and damage, and in particular against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data. Such measures include where necessary and appropriate, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, the following measures:
- access right controls to systems containing Personal Data;
- the pseudonymization and encryption of Personal Data;
- the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and Speechly API;
- the ability to restore the availability and access to Personal Data in a timely manner in the event of a physical or technical incident; and
- a process for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing.
Speechly processes personal data mainly within the EEA, but User accepts that Speechly may have Personal Data processed and accessible by Speechly or its subprocessors outside User’s country of domicile or the EEA to provide Speechly API. In case the processing is subject to any EU data protection law and personal data is transferred from the European Economic Area (“EEA”) for processing in any country outside the EEA that is not recognized by the European Commission as providing an adequate level of protection for personal data, User authorizes Speechly to enter, on behalf of User, into the standard contractual clauses adopted or approved by the European Commission applicable to processing outside the EEA, or Speechly shall provide for other appropriate safeguard for the protection of Personal Data transferred outside the EEA as set out in the Regulation.
User or an auditor appointed by User shall have the right to audit and inspect, not more than once in every calendar year, Personal Data processing activities of Speechly under these API Terms to examine the compliance of Speechly with the Regulation. User shall bear all costs for any such audit. Where an audit may lead to the disclosure of business or trade secrets of Speechly or threaten intellectual property rights of Speechly, User shall employ an independent auditor, that is not a competitor of Speechly, to carry out the audit, and the auditor shall agree to be bound to confidentiality to Speechly’s benefit.
Speechly shall, without undue delay after having become aware of it, inform User in writing about any data breaches relating to Personal Data contained in the User Data (“Breach”). Speechly’s notification about the Breach to User shall include at least the following: i) description of the nature of the Breach; ii) name and contact details of Speechly’s contact point where more information can be obtained; iii) description of the likely consequences of the Breach iv) description of the measures taken by Speechly to address the Breach, including, where appropriate, measures to mitigate its possible adverse effects.
Speechly processes Personal Data on behalf of User during a reasonable retention period after User has uploaded the User Data to Speechly API, as set out in the API Documentation. All Personal Data processed by Speechly under these API Terms shall be anonymized or deleted thereafter, unless otherwise required by applicable law.
A Party (“Disclosing Party”) may disclose its Confidential Information (as defined below) to the other Party (“Receiving Party”) during the performance of these API Terms.
The Receiving Party shall not, during the term of these API Terms and indefinitely thereafter, disclose to third parties nor use for any other purposes than those stated in these API Terms, any material or information received from the Disclosing Party and marked as confidential or which should be understood to be confidential (including but not limited to any technical, commercial and legal information, as well as information on marketing, customers, financial status, business plans and product and service development of the Disclosing Party or other legal entities that are owned or controlled by the Disclosing Party, or of their customers or partners, as well as business and trade secrets, regardless of the same being protected or protectable by copyright, patent, trademark or otherwise), which the Receiving Party has received from the Disclosing Party in oral, written, electronic or other form (“Confidential Information”).
However, the term Confidential Information shall not include any information disclosed by the Disclosing Party to the Receiving Party which the Receiving Party can demonstrate (i) is in the public domain at the time of executing these API Terms or later is published or otherwise becomes part of the public domain other than by breach of these API Terms, (ii) is lawfully received by the Receiving Party from an independent third party without any obligation of confidentiality, (iii) is already known to, or independently developed by, the Receiving Party without use of the Confidential Information.
The Receiving Party shall limit disclosure of the Confidential Information to its employees, subcontractors, affiliates and professional advisors on a need to know basis only, provided that all such persons receiving Confidential Information shall be made aware of its confidential nature and the restrictions and obligations set out herein and shall be under similar restrictions and obligations no less stringent than those set forth herein.
Upon discovery of any unauthorized disclosure of Confidential Information in its possession, the Receiving Party shall promptly inform the Disclosing Party and use its best endeavors to prevent any further breach, disclosure and/or unauthorized use.
Upon termination of these API Terms, the Receiving Party will, at the Disclosing Party’s written request, return or destroy any documents or other material containing any Confidential Information (including any copies thereof) in its possession, provided that such destruction is technically possible and unless otherwise agreed by the Parties.
Intellectual property rights
All right, title and any intellectual property rights to and relating to API Tools, as well as any related documentation and any copies, modifications, translations, amendments and derivatives thereof (”Speechly IPR”) belong to Speechly or its licensors.
Intellectual property rights shall be understood in the broadest sense, including but not limited to any copyright, patent, trademark, design right, database protection right, and any other form of statutory protection of any kind (whether registered or unregistered) and applications for any of the foregoing respectively as well as any know-how, inventions, and trade secrets in or related to Speechly IPR.
Except as expressly stated herein, these API Terms do not grant the User any intellectual property rights in Speechly IPR, and all rights not expressly granted hereunder are reserved by Speechly and its licensors, as the case may be.
User agrees to report to Speechly all bugs encountered by User with API Tools. Further, User may, but is not obliged to, provide suggestions, feedback and other information to Speechly regarding possible improvements of API Tools (bug reports, suggestions and feedback mentioned above collectively “Feedback”). All right, title and interest in and to all intellectual property rights in or related to the Feedback, and all parts and copies thereof, shall vest in and be the sole and exclusive property of Speechly. Further, Feedback is Confidential Information (as defined below) of Speechly and subject to Section 9 (Confidentiality).
Term and termination
These API Terms will enter into force immediately upon User’s acceptance of these API Terms and will continue to stay in force until terminated as set forth herein.
Without limiting any other rights of the Parties hereunder, either Party may terminate these API Terms at any time by providing the other Party with a prior 30 days’ written notice.
Speechly shall, however, at any time have the right to revoke User’s access to Speechly API without notice, if Speechly believes that User is in violation of these API Terms.
Upon termination of these API Terms, User will promptly cease using API Tools. The termination of the API Terms does not entitle User to any compensation or refunds of any fees or payments made to Speechly or due hereunder.
The validity of the obligations set forth in Section 9 (Confidentiality), 10 (Intellectual Property Rights), Section 12 (Limitation of Liability and Indemnification) and Section 15 (Applicable Law and Dispute Resolution) and other clauses that by their nature are intended to survive the termination or expiry of these API Terms shall not be affected by the expiry or termination of these API Terms.
Warranties, limitation of liability and indemnification
Speechly provides the API Tools on a strict ‘as is’ basis, i.e. with the functionalities available at each time without any warranty of any kind, either expressed or implied, including but not limited to the warranties of availability, non-infringement or fitness for a particular purpose. Speechly shall not be responsible for any errors, interruptions or disturbances in any of its foregoing services or products.
Speechly warrants that it is entitled to enter into these API Terms and grant the rights granted to User hereunder.
Neither Party shall be liable for any indirect or consequential damages, including but not limited to loss of data, loss of business or loss of goodwill. This limitation of liability shall not apply to the Parties’ indemnity obligations hereunder or in cases of intentional misconduct or gross negligence or breach of Sections 9 (Confidentiality) or 10 (Intellectual Property Rights).
Speechly’s total aggregate liability under or in connection with these API Terms or the use of API Tools as well as any other of its services provided hereunder shall be limited to the payments made by User to Speechly hereunder during a period of 6 months immediately prior to the claim for damages.
Speechly shall not be responsible for any damage caused to User by the use of API Tools. The User shall be solely and fully responsible for any and all damages, claims and complaints by End Users and other third parties related to the use of API Tools.
User agrees to defend, hold harmless and indemnify Speechly, and its subsidiaries, affiliates, officers, agents, employees, and suppliers, from and against any third party claims arising from or in any way related to use, reproduction or distribution of API Tools that causes an infringement of any intellectual property, publicity or privacy right of any third parties (except and solely to the extent such infringement is directly caused by the unmodified API Tools, or portions thereof, as supplied to User by Speechly under these API Terms), including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. User will not settle any claim, action or suit without the prior written consent of Speechly.
If any provision of these API Terms is declared by any judicial or other competent authority to be void, illegal or otherwise unenforceable, the remaining provisions of these API Terms shall remain in full force and effect.
Speechly shall be entitled to assign all or any of its rights or obligations hereunder in whole or part to an affiliate or successor or to a purchaser or acquirer of its business assets without User’s prior consent.
User shall not be entitled to assign any of its rights or obligations hereunder in whole or part without Speechly’s prior written consent.
Applicable law and dispute resolution
These API Terms shall in all respects be governed by and interpreted in accordance with the substantive laws of Finland, excluding any provisions on choice of law.
Speechly and User seek to resolve any possible disputes in amicable negotiations. If the negotiations do not lead to settlement within one (1) month of the date the dispute first arose, any dispute, controversy or claim arising out of or in connection with these API Terms shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The language of the arbitration shall be English. However, evidence may also be submitted in Finnish. The seat of the arbitration shall be Helsinki, Finland. The number of arbitrators shall be one (1).