Terms of Service

1. The Service

1.1 Service Description

ConvoInsights provides a cloud-based software platform that uses artificial intelligence to analyze sales conversation transcripts (the "Service"). Anything you post, upload, share, store, or otherwise provide through the Service is considered "User Content." You are solely responsible for all User Content. The Service processes User Content using third-party AI services (Anthropic Claude and Google Gemini) (the "AI Providers"). You will not receive access to the underlying code or software that powers the Service (the "Software").

1.2 Your Subscription

Subject to these Terms, you may purchase a subscription to access and use the Service. Your subscription will be for the period described during signup or in your account settings ("Subscription Period"). Use of the Service is permitted only for your own internal business purposes and not for the benefit of any third party or for any personal, consumer use. We reserve the right to limit the number of users, organizations, or usage volume at our sole discretion.

1.3 Our Ownership

We own the Service, Software, and all related content, documentation, and materials we provide (collectively, the "Company Materials"). We retain all rights, title, and interest (including all intellectual property rights) in the Company Materials and any updates, modifications, or derivative works thereof. There are no implied licenses under this Agreement, and any rights not expressly granted to you are reserved by us.

1.4 Account Management

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to immediately notify us of any unauthorized use of your account. We will not be liable for any loss or damage arising from your failure to protect your account credentials.

2. User Content and Responsibilities

2.1 Your Responsibility for User Content

YOU ARE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR ALL USER CONTENT YOU UPLOAD TO THE SERVICE. This includes:

• Ensuring Legality: You represent and warrant that your User Content, and your collection and processing of it, complies with all applicable laws (including but not limited to GDPR, CCPA, PIPEDA, and other data privacy and recording laws).
• Obtaining Consents: You must obtain all necessary rights, permissions, and consents before uploading content containing personal information about third parties (e.g., participants in a sales call).
• Redacting Sensitive Data: You are responsible for redacting or removing any highly sensitive personal information, protected health information (PHI), financial information, or other regulated data before upload.
• Rights and Permissions: You must have all rights, licenses, and permissions necessary to upload User Content and grant us the license to process it, including sharing it with our AI Providers.
• Accuracy and Lawfulness: You represent and warrant that all User Content is lawful and does not violate any third-party rights.
• Breach of Warranty: You agree to fully and immediately indemnify us for any breach of these representations and warranties.

2.2 What We Do NOT Do

We explicitly disclaim and have no obligation to:

• Screen, monitor, review, or filter User Content
• Detect, identify, or redact PII, PHI, or sensitive information
• Ensure your User Content complies with applicable laws
• Obtain consents or authorizations on your behalf
• Guarantee that AI Providers do not use or expose your User Content

2.3 Our Rights Regarding User Content

You grant us and our service providers (including AI Providers) a non-exclusive, worldwide, royalty-free license to use, process, store, and transmit User Content solely to provide the Service to you. We may also use aggregated, anonymized data derived from User Content for service improvement purposes, provided such data cannot identify you or any individual.

2.4 AI Processing Acknowledgment

You acknowledge and agree that:

• User Content is processed by third-party AI Providers via API. You appoint us as your agent for the sole purpose of transmitting User Content to these AI Providers.
• We act as a mere conduit for this data. We are not responsible for how AI Providers process your data. You use AI features at your own risk.
• You have reviewed and accept the terms and privacy policies of these AI Providers (Anthropic and Google) and agree to be bound by them to the extent they apply to your User Content.

3. Restrictions and Prohibited Activities

3.1 Use Restrictions

You agree that you will not, nor will you permit any third party to:

• Modify, copy, reverse engineer, decompile, or attempt to extract the source code of the Service;
• License, sell, rent, lease, transfer, or distribute the Service to any third party;
• Use the Service to build competitive products or services, or for any benchmarking or performance-testing purposes;
• Remove or obscure any proprietary notices or branding;
• Use the Service in any way that violates applicable laws or regulations;
• Attempt to gain unauthorized access to the Service or related systems;
• Introduce viruses, malware, or other harmful code;
• Use automated systems (bots, scrapers, etc.) to access the Service in a manner that exceeds reasonable human use or burdens our systems;
• Upload content that infringes intellectual property rights, or is illegal, harmful, threatening, abusive, harassing, defamatory, or otherwise objectionable;
• Access or use the Service if you are a direct competitor of ConvoInsights;
• Upload, process, or store any data that is subject to the Health Insurance Portability and Accountability Act (HIPAA), or any "Protected Health Information" (PHI) as defined thereunder. The Service is not HIPAA-compliant, and we provide no Business Associate Agreement (BAA). You agree to fully indemnify us for any claims arising from your violation of this clause;
• Use the Service or any AI-generated output as a substitute for human review or professional advice (legal, financial, medical, or otherwise). You are solely responsible for all decisions made in reliance on AI-generated content.

3.2 Enforcement

If we determine, in our sole discretion, that you are violating these Terms or using the Service in a manner that causes harm or threatens the security, integrity, or availability of the Service, we may immediately suspend or terminate your access without prior notice or liability.

4. Payment Terms

4.1 Fees and Payment

You agree to pay all fees associated with your subscription ("Fees") as described during signup or in your account settings. All Fees are:

• Stated and payable in United States Dollars (USD)
• Non-refundable except as expressly stated in these Terms
• Non-cancelable once charged
• Payable in advance for the applicable billing period
• Subject to all applicable taxes, which are your sole responsibility

4.2 Payment Processing

Payments are processed by Polar, our third-party payment processor. Your payment information is subject to Polar's terms and privacy policy. We are not responsible for errors or issues caused by the payment processor.

4.3 Taxes

You will be responsible for all applicable taxes, including but not limited to VAT, GST, sales tax, consumption tax, and service tax. You will make all payments free and clear of any withholding or other taxes.

4.4 Price Changes

WE RESERVE THE RIGHT TO CHANGE PRICING AT ANY TIME, WITH OR WITHOUT NOTICE. Price changes may take effect:

• Immediately for new subscriptions
• At your next renewal for existing subscriptions
• Immediately upon notice for existing subscriptions if business conditions require

4.5 Automatic Renewal

YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW unless you cancel at least sixty (60) days before the renewal date. By subscribing, you authorize us to charge your payment method for each renewal period. To cancel, you must provide written notice (email acceptable to support@convoinsights.app) or cancel through your account settings.

4.6 Failed Payments and Late Fees

If payment fails or is overdue:

• We may retry charging your payment method multiple times.
• Late payments shall be subject to a service charge of 1.5% per month (or the maximum allowed by law, whichever is less).
• We may suspend your access if payment is 10 or more days overdue.
• We may terminate your account if payment is 30 or more days overdue.
• You must dispute charges within sixty (60) days after any billing date; otherwise, such charges are deemed accepted.

4.7 Acceleration of Payment

If any charge is thirty (30) days or more overdue, we may, without limiting our other rights, accelerate your unpaid fee obligations so that all such obligations become immediately due and payable, and suspend or terminate the Service.

5. Term and Termination

5.1 Term

This Agreement begins when you first access the Service and continues until terminated.

5.2 Subscription Term and Renewal

Subscriptions will automatically renew for successive periods of the same duration unless either party provides written notice of non-renewal at least sixty (60) days before the end of the then-current term.

5.3 Termination by You

You may terminate your subscription by providing written notice at least sixty (60) days before your renewal date. Termination takes effect at the end of your current billing period. You will not receive a refund for any unused portion of your subscription.

5.4 Termination by Us

WE RESERVE THE RIGHT TO SUSPEND OR TERMINATE YOUR ACCOUNT AT ANY TIME, FOR ANY REASON OR NO REASON, WITH OR WITHOUT NOTICE. This includes but is not limited to:

• Violation of these Terms
• Non-payment of Fees
• Abuse of the Service
• Suspicious, fraudulent, or illegal activity
• Our decision to discontinue the Service
• Our business judgment that continuing service is not feasible
• If you become a direct competitor of ConvoInsights

You agree that we will not be liable to you or any third party for any costs, damages, or losses of any kind arising from our suspension or termination of your account, or the deletion of your User Content, in accordance with these Terms.

5.5 Effect of Termination

Upon termination:

• All your rights to access and use the Service immediately cease.
• You remain liable for all Fees incurred before termination and, if we terminate for your breach, all Fees for the remainder of the then-current subscription term.
• We may delete your User Content and account data within thirty (30) days.
• After thirty (30) days, we have no obligation to maintain User Content and will delete it unless legally prohibited.

5.6 No Refunds

EXCEPT AS REQUIRED BY LAW OR AS EXPRESSLY PROVIDED IN SECTION 5.7, WE DO NOT PROVIDE REFUNDS FOR ANY REASON.

5.7 Refund for Our Breach

If we terminate this Agreement due to our uncured material breach, we will refund you any prepaid Fees for the unused portion of your subscription.

5.8 Survival

All sections that by their nature should survive termination will survive, including ownership, payment obligations, disclaimers, liability limitations, indemnification, and dispute resolution.

6. Third-Party Services

6.1 Third-Party AI Providers

The Service uses AI Providers (Anthropic and Google). We do not control these providers and are not responsible for their actions, availability, or how they process your data. You agree to comply with their terms, and you acknowledge that you use them at your own risk.

6.2 Other Third-Party Integrations

The Service may integrate with other third-party services (OAuth providers, payment processors, etc.). Your use of such integrations is subject to their respective terms.

6.3 No Endorsement or Warranty

We do not endorse any third-party services and expressly disclaim all liability arising from your use of them. Third-party services are provided "as is" without any warranties from us.

7. Intellectual Property

7.1 Our Intellectual Property

All intellectual property rights in the Service belong to us or our licensors.

7.2 Your Intellectual Property

You retain ownership of User Content. You grant us the licenses described in Section 2.3. You represent and warrant that you have all rights necessary to grant these licenses.

7.3 Feedback

If you provide feedback ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use such Feedback for any purpose without compensation to you.

7.4 Copyright Infringement Claims (DMCA)

We respect intellectual property rights. If you believe your work has been infringed, please provide our designated agent with written notice compliant with the Digital Millennium Copyright Act (DMCA). Our designated agent for copyright notices is: support@convoinsights.app.

8. Disclaimers and Limitations

8.1 Service Provided "AS IS"

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE.

8.2 No Guarantee of Availability

The Service may be subject to maintenance, interruptions, or discontinuation without notice.

8.3 AI Service Disclaimers

WE MAKE NO WARRANTIES REGARDING:

• THE ACCURACY, RELIABILITY, QUALITY, OR APPROPRIATENESS OF ANY AI-GENERATED ANALYSIS OR OUTPUT ("AI OUTPUT").
• THE BEHAVIOR OR OUTPUTS OF THIRD-PARTY AI PROVIDERS.
• THE SECURITY OR PRIVACY OF DATA PROCESSED BY AI PROVIDERS.
• WHETHER AI OUTPUT WILL MEET YOUR NEEDS OR EXPECTATIONS.

YOU ACKNOWLEDGE THAT AI OUTPUT IS PROBABILISTIC AND MAY CONTAIN INACCURACIES, ERRORS, OR OMISSIONS. AI OUTPUT IS NOT A SUBSTITUTE FOR PROFESSIONAL JUDGMENT. YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF AND RELIANCE ON ANY AI OUTPUT. WE ARE NOT LIABLE FOR ANY DAMAGES (INCLUDING LOST SALES, LOST PROFITS, OR BUSINESS HARM) RESULTING FROM YOUR RELIANCE ON AI OUTPUT.

9. Limitation of Liability

9.1 No Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE BE LIABLE FOR:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES;
• LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES;
• SERVICE INTERRUPTIONS, UNAVAILABILITY, OR ERRORS;
• UNAUTHORIZED ACCESS TO OR USE OF YOUR DATA;
• THIRD-PARTY ACTIONS OR OMISSIONS (INCLUDING AI PROVIDERS);
• ANY MATTER RELATING TO USER CONTENT YOU UPLOAD;
• YOUR INABILITY TO USE THE SERVICE.

THESE LIMITATIONS APPLY EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE LEGAL THEORY (CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE).

9.2 Damages Cap

OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SERVICE SHALL NOT EXCEED THE TOTAL AMOUNT YOU PAID US IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO THE LIABILITY.

IF YOU HAVE NOT PAID US ANY FEES (E.G., A FREE TIER), OUR TOTAL LIABILITY IS ZERO (USD $0).

9.3 Basis of the Bargain

These limitations are fundamental elements of the basis of the bargain. The Service would not be provided without these limitations.

10. Indemnification

10.1 Your Indemnification Obligations

You agree to indemnify, defend, and hold harmless ConvoInsights and its officers, directors, employees, agents, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

• Your use of the Service;
• Your User Content;
• Your violation of these Terms;
• Your violation of applicable laws or regulations;
• Your violation of third-party rights (including intellectual property or privacy rights);
• Your failure to obtain necessary consents for User Content;
• Any claims made by a third-party service provider (including AI Providers) against us, arising from your User Content or your use of the Service.

10.2 Defense and Settlement

We reserve the right to assume exclusive defense and control of any matter subject to indemnification by you, at your expense. You agree to cooperate with our defense. You may not settle any claim that affects us without our prior written consent.

11. Dispute Resolution

11.1 Governing Law

This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

11.2 Informal Resolution

Before filing any claim, you agree to first contact us at support@convoinsights.app and attempt to resolve the dispute informally for at least sixty (60) days.

11.3 Mandatory Binding Arbitration

Any dispute, claim, or controversy arising from or relating to this Agreement or the Service that cannot be resolved informally shall be settled by binding arbitration, not in a court of law.

• Administrator: The arbitration shall be administered by the ADR Institute of Canada (ADRIC).
• Rules: The arbitration will be conducted under the ADRIC Arbitration Rules then in effect.
• Location: The arbitration shall take place in Toronto, Ontario, Canada.
• Arbitrator: The arbitration shall be conducted by a single, neutral arbitrator.
• Enforcement: Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction.
• Fees: The ADRIC rules will govern the payment of all arbitration fees. We will not seek our attorneys' fees and costs in arbitration unless the arbitrator determines your claim is frivolous.

11.4 Waiver of Class Actions and Jury Trial

ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION AS WELL.

YOU AND WE WAIVE ANY RIGHT TO A JURY TRIAL.

11.5 Arbitration Opt-Out

You may opt out of this binding arbitration provision within thirty (30) days of first accepting this Agreement by sending a written notice to support@convoinsights.app with the subject line "ARBITRATION OPT-OUT." If you opt out, or if this arbitration clause is found to be unenforceable, all disputes will be resolved exclusively in the provincial and federal courts located in Toronto, Ontario, and you consent to the personal jurisdiction and venue of those courts.

11.6 Time Limit for Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CLAIM IS PERMANENTLY BARRED. Additionally, if your account is terminated, you must bring any claim within one (1) month after termination, or the claim is permanently barred, even if the one-year limitation period has not yet expired.

11.7 Prevailing Party Attorney's Fees

In any action or proceeding to enforce this Agreement (including arbitration), the prevailing party will be entitled to recover its reasonable attorneys' fees and costs.

12. Injunctive Relief

You acknowledge that your breach of this Agreement (particularly regarding intellectual property or use restrictions) may cause irreparable injury to us. Under such circumstances, we will be entitled to seek equitable relief, including preliminary and permanent injunctive relief, in any court of competent jurisdiction (notwithstanding Section 11) without posting bond or proving actual damages.

13. General Provisions

13.1 Entire Agreement

This Agreement, together with our Privacy Policy, constitutes the entire agreement between you and us regarding the Service.

13.2 Amendments

We may modify these Terms at any time. Material changes will be effective thirty (30) days after notice. Your continued use of the Service after changes take effect constitutes acceptance.

13.3 Severability

If any provision is found invalid, it will be modified to the minimum extent necessary to make it valid, or severed if modification is not possible. The remaining provisions will remain in full force.

13.4 No Waiver

Our failure to enforce any provision does not constitute a waiver.

13.5 Assignment

You may not assign this Agreement without our prior written consent. We may assign this Agreement at any time without notice.

13.6 Force Majeure

Neither party will be liable for any failure or delay in performance due to causes beyond its reasonable control. This does not excuse your payment obligations.

13.7 Independent Contractors

You and we are independent contractors. This Agreement does not create a partnership, joint venture, or agency relationship.

13.8 Electronic Communications

You consent to receive communications from us electronically (e.g., email) and agree that this satisfies any legal requirement that such communications be in writing.

13.9 Export Compliance

You represent that you are not on any U.S. Government list of prohibited or restricted parties and will comply with all applicable export and import laws, including those of the U.S. and Canada.

13.10 No Third-Party Beneficiaries

This Agreement is for the benefit of the parties only.

13.11 Notices

All notices to us must be sent to support@convoinsights.app. Notices to you will be sent to the email address associated with your account.

13.12 Headings

Section headings are for convenience only.

13.13 Language

This Agreement is written in English. Any translation is provided for convenience. The English version controls.

13.14 No Consumer Use; B2B Service

You represent and warrant that you are accessing and using the Service solely for business, commercial, or professional purposes, and not for any personal, family, or household (consumer) purposes. You acknowledge that consumer protection laws (e.g., the EU Consumer Rights Directive, Canadian provincial consumer protection acts) do not apply to your use of the Service.

14. Contact Information

If you have questions about these Terms, please contact us:

Email: support@convoinsights.app