Terms of Service

These Terms of Service ("Terms") constitute a legal agreement between you (the "Customer," "you," or "your") and Actual Voice Inc. ("Actual Voice," "we," "us," or "our"). These Terms govern your access to and use of the Actual Voice platform, including our website, applications, and related services (collectively, the "Service").

IMPORTANT: By creating an account, accessing the Service, or using any part of the platform, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you are entering into these Terms on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.

1. DEFINITIONS

"Customer" means the organization or individual that creates an account and uses the Service.

"Respondent" means an individual who provides voice feedback through the Service at the Customer's request (e.g., employee, customer, patient, student, guest, citizen).

"Voice Feedback" means audio recordings (60-90 seconds) that Respondents provide in response to Customer-created prompts.

"Extracted Features" means data derived from Voice Feedback, including transcripts, emotion scores, themes, sentiment analysis, VDI metrics, and embedding vectors.

"Design Partner" means a Customer participating in a free pilot program in exchange for product feedback and use case validation.

"Content" means any data, text, images, audio, or other materials uploaded or created through the Service.

"Question" means a feedback campaign created by the Customer, consisting of prompts sent to Respondents.

2. ACCEPTANCE AND SCOPE

2.1 Agreement to Terms

By using the Service, you agree to these Terms in their entirety. If you do not agree, you may not use the Service.

2.2 Privacy Policy

Our Privacy Policy (available at actualvoice.ai/privacy) is incorporated into these Terms by reference. It explains how we collect, use, and protect data.

2.3 Modifications

We may modify these Terms from time to time. Material changes will be communicated via email at least 30 days in advance. Continued use of the Service after changes take effect constitutes acceptance of the modified Terms.

Material changes include: new data uses, changes to payment terms, changes to Customer responsibilities, or modifications to limitation of liability.

2.4 Eligibility

You must be at least 18 years old and have the legal capacity to enter into contracts. If you represent an organization, you must have authority to bind that organization.

3. SERVICE DESCRIPTION

3.1 What Actual Voice Provides

Actual Voice is a voice feedback platform that enables Customers to:

• Create feedback campaigns ("Questions") with customizable voice prompts
• Collect voice recordings from Respondents (employees, customers, patients, etc.)
• Receive insights based on transcripts, emotions, themes, and sentiment
• View aggregated metrics, trends, and patterns through a web-based dashboard
• Export aggregated reports and data (CSV, PDF)

3.2 How the Service Works

1. Customer creates a Question: You design prompts (e.g., "What's going well?" "What could be better?")
2. Respondents record: People you invite record 60-90 second voice responses via browser (no app required)
3. Processing: We transcribe audio, detect emotions, extract themes, calculate VDI metrics
4. Audio deletion: Original audio files deleted immediately after upload, typically within 10-15 seconds
5. Insights delivered: You access aggregated insights through the dashboard (minimum 5+ responses for segmented views)

3.3 Service Availability

We strive for 99% uptime (excluding scheduled maintenance). The Service is provided "as-is" and we do not guarantee uninterrupted access.

Scheduled maintenance: Announced 48 hours in advance via email and status page.

4. ACCOUNT REGISTRATION AND SECURITY

4.1 Account Creation

To use the Service, you must:

• Provide accurate, complete, and current information (organization name, email, contact details)
• Maintain and update your information as needed
• Designate an account administrator with authority to bind your organization

4.2 Account Security

You are responsible for:

• Maintaining the confidentiality of your login credentials
• All activity that occurs under your account
• Notifying us immediately of any unauthorized access: security@actualvoice.ai

You agree NOT to:

• Share account credentials with unauthorized individuals
• Allow others to use your account
• Create multiple accounts to circumvent plan limits

4.3 Administrator Roles

You may designate multiple administrators within your organization. Administrators can:

• Create and manage Question campaigns
• View aggregated insights
• Configure anonymization thresholds
• Manage billing and account settings

Administrators CANNOT:

• Access individual audio recordings (deleted)
• View individual transcripts attributed to specific Respondents
• Export individual-level data

5. CUSTOMER RESPONSIBILITIES

5.1 Lawful Use

You agree to use the Service:

• In compliance with all applicable laws and regulations
• For legitimate business, educational, healthcare, or civic purposes
• In a manner that respects Respondent privacy and dignity

You agree NOT to use the Service:

• For surveillance, retaliation, harassment, or discrimination
• To collect information for unlawful purposes
• To violate Respondent rights or employment/consumer protection laws
• To attempt re-identification of anonymized Respondents

5.1(b) Explicitly Prohibited Customer Types and Use Cases

Actual Voice may not be used by, or on behalf of, the following entities or for the following purposes:

Prohibited Customers:

• Immigration and Customs Enforcement (ICE) or other immigration enforcement agencies
• Law enforcement agencies for surveillance or investigative purposes
• Military or intelligence agencies for operational intelligence gathering
• Debt collection agencies
• Union-avoidance consultants or labor relations firms engaged in anti-organization activities
• Private investigators conducting surveillance

Prohibited Use Cases (regardless of customer type):

• Surveillance of individuals without their knowledge and consent
• Monitoring employees for union organizing or protected concerted activity
• Tracking individuals for immigration enforcement purposes
• Intelligence gathering for law enforcement investigations
• Debt collection or financial coercion
• Any use that would undermine worker protections under labor law
• Any use that would enable discrimination based on protected characteristics

Rationale: Voice feedback creates an asymmetric power dynamic. When collected without genuine consent or used for surveillance rather than improvement, it becomes a tool of control rather than communication. We will not enable such uses.

Enforcement: Actual Voice reserves the right to immediately terminate service to any customer discovered to be using the platform for prohibited purposes, with no refund of fees paid.

If you are uncertain whether your intended use case is permitted, contact us before signing up: privacy@actualvoice.ai

5.2 Respondent Consent (CRITICAL)

You are solely responsible for obtaining all necessary consents from Respondents before collecting Voice Feedback.

Before collecting feedback, you must:

• Inform Respondents that voice recordings will be collected and processed
• Disclose how data will be used (insights, anonymization, aggregation)
• Link to our Privacy Policy or provide equivalent notice
• Obtain affirmative consent (opt-in) where legally required
• Provide opt-out mechanisms where applicable
• Comply with jurisdiction-specific consent requirements (GDPR, PIPEDA, CCPA, etc.)

We provide consent tools (e.g., pre-recording notice text, link to privacy policy), but you are responsible for deployment and compliance.

Examples of consent requirements:

• EU: GDPR requires explicit, informed consent
• Canada: PIPEDA requires meaningful consent
• US (California): CCPA requires clear notice
• Employment contexts: May require works council consultation, union notice, or collective bargaining
• Healthcare contexts: May require HIPAA authorization (note: Service is not currently HIPAA-compliant)
• Education contexts: May require parental consent (FERPA, COPPA)

You represent and warrant that:

• You have lawful authority to collect Voice Feedback from Respondents
• You have obtained all necessary consents before using the Service
• You comply with applicable data protection laws in your jurisdiction

5.3 No Retaliation

You agree not to retaliate against Respondents for:

• Providing honest feedback
• Declining to participate
• Requesting deletion of their data
• Exercising privacy rights

Best practices we recommend (but cannot enforce):

• Communicate anonymity protections clearly
• Build psychological safety through leadership actions
• Act on feedback publicly and transparently
• Never attempt to identify who said what

5.4 Prohibited Prompts

You agree NOT to create Questions that:

• Request Protected Health Information (PHI) - healthcare contexts only (see Section 5.7)
• Solicit illegal activity or harmful behavior
• Violate third-party intellectual property rights
• Include discriminatory, harassing, or offensive content
• Attempt to collect sensitive personal information beyond what is necessary for feedback

We reserve the right to review and remove Questions that violate these Terms.

5.5 Data Accuracy

You acknowledge that:

• AI-generated insights (transcripts, emotions, themes) may contain errors
• VDI scores are estimates, not absolute measurements
• Insights should inform decisions, not be the sole basis for action
• You are responsible for validating insights before taking consequential actions

5.6 Content Ownership

You retain ownership of:

• Prompts you create
• Voice Feedback collected from your Respondents
• Organization-specific configurations and settings

We retain ownership of:

• The Service platform, software, and infrastructure
• AI models, algorithms, and Extracted Features (see Section 8)
• Anonymized, aggregated data used for product improvement

5.7 Healthcare Customers (Special Requirements)

If you operate in healthcare and collect patient feedback:

CURRENT LIMITATION: Actual Voice is NOT currently HIPAA-compliant. You may only use the Service for non-PHI feedback (e.g., experience feedback about facilities, staff, wait times).

PHI Blocking: Our system automatically detects and blocks prompts likely to elicit Protected Health Information (medical conditions, treatments, medications, diagnoses).

Prohibited healthcare prompts (examples):

• "How did you feel about your cancer treatment?"
• "Tell us about the medication Dr. Smith prescribed."
• "Describe your symptoms during your last visit."

Allowed healthcare prompts (examples):

• "How was your check-in experience?"
• "Was the waiting room comfortable?"
• "Did staff communicate clearly with you?"

Future HIPAA Compliance: We plan to offer HIPAA-compliant infrastructure (Business Associate Agreement, audit logs, enhanced controls) in a future release. Contact sales@actualvoice.ai for updates.

6. DATA PROCESSING TERMS (EMBEDDED DPA)

This section constitutes a Data Processing Agreement (DPA) between you (Data Controller) and Actual Voice (Data Processor) for purposes of GDPR, PIPEDA, CCPA, and other privacy laws.

6.1 Roles and Responsibilities

You (Customer) are the Data Controller:

• You determine the purposes and means of collecting Voice Feedback
• You decide which Respondents to survey and what prompts to use
• You are responsible for obtaining consent and complying with privacy laws
• You instruct us to process data on your behalf for insights delivery

We (Actual Voice) are the Data Processor:

• We process Voice Feedback on your behalf to generate insights
• We follow your instructions as outlined in these Terms
• We implement appropriate security measures
• We assist you with privacy requests (access, deletion, correction)

6.2 Dual-Use Data Framework

Primary Use - Data Processor Role: We process Voice Feedback to provide insights to you:

• Audio transcription, tone and prosodic analysis, theme extraction, sentiment scoring, VDI calculation
• Dashboard visualizations, reports, trend analysis
• Storage of Extracted Features for your ongoing access

Secondary Use - Independent Controller Role: We use anonymized, aggregated Extracted Features to improve the Service:

• Train AI models for better emotion detection and theme clustering
• Calibrate VDI algorithms
• Develop new features (e.g., predictive analytics)
• Create cross-industry benchmarks
• Publish aggregate research (e.g., "State of Voice Feedback" reports)

Legal basis for secondary use:

• Legitimate interest (product improvement benefiting all users)
• Strong privacy protections (anonymization, purpose limitation, no re-identification)
• Disclosed in Privacy Policy and these Terms

You acknowledge and consent to this dual-use framework.

6.3 Sub-Processors

We use third-party sub-processors to operate the Service:

• OpenAI (Whisper API): Transcription
• OpenAI (Audio API): Emotion
• Supabase: Database hosting
• Vercel: Application hosting
• AWS S3: Temporary audio storage (<60 seconds)
• Stripe: Payment processing

Full list: Available in our Privacy Policy (Section 5.1)

Your rights:

• We provide 30 days' notice before adding new sub-processors
• You may object to new sub-processors (we will work with you to find alternatives or allow termination without penalty)
• We maintain Data Processing Agreements with all sub-processors

6.4 Data Security

We implement appropriate technical and organizational measures:

• Encryption: TLS 1.3 in transit, AES-256 at rest
• Access controls: Role-based access, two-person approval for production data access
• Audio deletion: Automated deletion after processing, typically within 10-15 seconds of upload
• Audit logs: Track administrator actions
• Security monitoring: Intrusion detection, anomaly monitoring
• Regular testing: Penetration testing (starting Month 6), SOC 2 audit (target: Month 12-18)

6.5 Data Breach Notification

In the event of a data breach affecting Respondent data:

• We will notify you within 72 hours of becoming aware
• Notification will include: nature of breach, affected data, mitigation steps, contact information
• You are responsible for notifying Respondents and regulatory authorities as required by law
• We will cooperate with your breach response and regulatory inquiries

6.6 Assistance with Privacy Rights

We will assist you in responding to Respondent requests:

• Access requests: We will provide data associated with Respondent (if identifiable in our system)
• Deletion requests: We will delete data from production database within 30 days
• Correction requests: We will update transcripts if feasible
• Portability requests: We will provide data in machine-readable format

Response timeline: We fulfill requests within 30 days. You are responsible for verifying Respondent identity and coordinating response.

6.7 Data Retention and Deletion

During active use:

• Audio files: Deleted immediately after processing, typically within 10-15 seconds of upload
• Extracted Features: Retained until you request deletion or account closure

After account closure:

• Your account data deleted within 90 days
• Respondent data (transcripts, emotions, themes) deleted within 90 days
• Anonymized training data may persist (cannot be traced back to individuals)
• Billing records retained for 7 years (legal requirement)

You may request deletion of specific Questions or all data at any time: privacy@actualvoice.ai

6.8 Data Transfers

Some sub-processors are located outside your jurisdiction (primarily USA). Data transfers are protected by:

• Standard Contractual Clauses (SCCs) where required
• Sub-processor data protection commitments
• Encryption in transit and at rest

If you have concerns about cross-border transfers, contact us: privacy@actualvoice.ai

6.9 Audits

Upon reasonable notice (30 days), you may:

• Request documentation of our security practices
• Review our SOC 2 reports (when available)
• Request information about sub-processors

On-site audits require mutual agreement and may incur fees.

7. INTELLECTUAL PROPERTY

7.1 Actual Voice IP

We retain all rights, title, and interest in:

• The Service platform (software, code, design, UI/UX)
• AI models, algorithms, and proprietary methods
• Trademarks, logos, and brand assets
• Documentation and training materials

7.2 Customer Content

You retain ownership of:

• Prompts and Question configurations you create
• Voice Feedback collected from Respondents (subject to our processing rights)
• Organization-specific customizations

License to us: You grant us a limited, non-exclusive, worldwide license to:

• Process Voice Feedback to provide the Service
• Use anonymized Extracted Features for product improvement and model training
• Display your organization name and logo (with permission) for marketing purposes

7.3 Extracted Features and Model Training

Important distinction:

• Raw Voice Feedback (audio, transcripts): You own, we process on your behalf
• Extracted Features (anonymized emotions, VDI, embeddings): We own after anonymization, use for model training
• AI Models: We own, trained on aggregated data across all customers

You acknowledge that:

• Extracted Features are anonymized and cannot be traced back to specific Respondents
• We use Extracted Features to train proprietary AI models
• These models power features for all customers (better emotion detection, theme clustering, VDI accuracy)
• Competitors cannot replicate these models without equivalent datasets

7.4 Feedback and Suggestions

If you provide feedback, suggestions, or ideas about the Service:

• You grant us an unrestricted, perpetual, royalty-free license to use them
• We are not obligated to implement suggestions
• You waive any claims to compensation for implemented ideas

8. PAYMENT TERMS

8.1 Pricing Plans

Pricing plans are in development.

9. SERVICE LEVEL AGREEMENT (SLA)

9.1 Uptime Commitment

We strive for 99% uptime (excluding scheduled maintenance).

10. WARRANTIES AND DISCLAIMERS

10.1 Mutual Warranties

Each party warrants that:

• It has authority to enter into these Terms
• Its performance will comply with applicable laws
• It will not infringe third-party intellectual property rights

10.2 Customer Warranties

You represent and warrant that:

• You have obtained necessary consents from Respondents
• Your use of the Service complies with employment, consumer protection, and privacy laws
• You will not use the Service for unlawful purposes
• Prompts and Content do not violate third-party rights

10.3 Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

The Service is provided "AS IS" and "AS AVAILABLE" without warranties of any kind, express or implied, including:

• Implied warranties of merchantability, fitness for particular purpose, or non-infringement
• Warranties that the Service will be uninterrupted, error-free, or secure
• Warranties that AI-generated insights are accurate, complete, or reliable

Specific disclaimers:

• AI accuracy: Transcripts, emotion detection, and themes may contain errors
• VDI scores: Estimates only, not absolute measurements
• Predictive features: Cannot guarantee accuracy of predictions or trends
• Third-party integrations: We are not responsible for third-party service failures

You acknowledge:

• You are responsible for validating insights before taking action
• You should not rely solely on the Service for high-stakes decisions
• AI is a tool to inform judgment, not replace it

11. LIMITATION OF LIABILITY

11.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

Our total liability to you for all claims arising from these Terms or use of the Service, whether in contract, tort, or otherwise, shall not exceed:

• Free Tier / Design Partners: $100
• Paid Plans: The amount you paid us in the 12 months preceding the claim

11.2 Excluded Damages

WE ARE NOT LIABLE FOR:

• Indirect, incidental, special, consequential, or punitive damages
• Lost profits, revenue, data, or business opportunities
• Reputational harm or goodwill
• Cost of substitute services
• Damages arising from your misuse of the Service
• Damages caused by third-party sub-processors (subject to our sub-processor agreements)

EVEN IF we have been advised of the possibility of such damages.

11.3 Exceptions

The limitations above do NOT apply to:

• Our intentional misconduct or gross negligence
• Breaches of confidentiality
• Violations of intellectual property rights
• Liabilities that cannot be limited by law (e.g., personal injury, fraud)

11.4 Allocation of Risk

You acknowledge that the fees charged reflect this allocation of risk and that we would not enter into these Terms without these limitations.

12. INDEMNIFICATION

12.1 Your Indemnification Obligations

You agree to indemnify, defend, and hold harmless Actual Voice, our affiliates, officers, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from:

• Your violation of these Terms
• Your violation of Respondent privacy rights or applicable laws
• Your failure to obtain necessary consents from Respondents
• Your misuse of the Service (surveillance, retaliation, discrimination)
• Your Content or prompts infringing third-party rights
• Respondent claims arising from your use of insights (e.g., wrongful termination based on feedback)

12.2 Our Indemnification Obligations

We agree to indemnify you from third-party claims that the Service infringes their intellectual property rights, provided:

• You notify us promptly of the claim
• You give us control of the defense and settlement
• You cooperate with our defense

Our remedies (at our option):

• Defend the claim
• Modify the Service to avoid infringement
• Obtain a license for continued use
• Terminate the Service and refund prepaid fees

Exclusions: We are not liable if infringement arises from:

• Your modification of the Service
• Your combination of the Service with third-party products
• Your use of the Service in violation of these Terms

13. TERM AND TERMINATION

13.1 Term

These Terms begin when you create an account and continue until terminated.

13.2 Termination by You

You may terminate:

• Free Tier: Anytime, no notice required
• Paid Plans: 30 days' written notice (no refund for partial month)
• Design Partners: Anytime, no notice required

How to terminate: Email support@actualvoice.ai

13.3 Termination by Us

We may terminate or suspend your account:

• For cause (immediate): Violation of these Terms, illegal activity, non-payment (after 15-day cure period), retaliation against Respondents
• For convenience (30 days' notice): We discontinue the Service, business reasons

13.4 Effect of Termination

Upon termination:

• Your access to the Service ends immediately
• We will delete your account data within 90 days (see Section 6.7)
• You remain liable for all fees incurred before termination
• Anonymized training data may persist (cannot be traced back to you)
• Sections 5 (Responsibilities), 7 (IP), 10-12 (Warranties, Liability, Indemnification), and 14-16 (Dispute Resolution, Governing Law, Miscellaneous) survive termination

Data export: You may request a data export (CSV, JSON) within 30 days of termination.

14. DISPUTE RESOLUTION

14.1 Informal Resolution

Before filing a claim, you agree to contact us at legal@actualvoice.ai and attempt to resolve the dispute informally for 30 days.

14.2 Governing Law

These Terms are governed by the laws of British Columbia, Canada, without regard to conflict of law principles.

14.3 Jurisdiction

Any disputes that cannot be resolved informally shall be subject to the exclusive jurisdiction of the courts of British Columbia, Canada.

Exception: Either party may seek injunctive relief in any court of competent jurisdiction to protect intellectual property rights.

14.4 Arbitration (Optional)

By mutual agreement, parties may resolve disputes through binding arbitration under the British Columbia International Commercial Arbitration Centre (BCICAC) rules.

15. GENERAL PROVISIONS

15.1 Entire Agreement

These Terms, together with the Privacy Policy and any Design Partner Agreement, constitute the entire agreement between you and Actual Voice, superseding all prior agreements or understandings.

15.2 Amendments

We may modify these Terms from time to time. Material changes require 30 days' notice via email. Continued use after changes take effect constitutes acceptance.

15.3 Severability

If any provision is found unenforceable, the remaining provisions remain in full effect. The unenforceable provision will be modified to reflect the parties' intent to the maximum extent permissible.

15.4 Waiver

Our failure to enforce any provision does not constitute a waiver of that provision or any other provision.

15.5 Assignment

You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets with 30 days' notice.

15.6 Force Majeure

Neither party is liable for failure to perform due to causes beyond reasonable control (natural disasters, war, pandemic, government action, internet outages, third-party service failures).

15.7 Notices

To you: Email to the address associated with your account

To us: legal@actualvoice.ai or:

15.8 Relationship

These Terms do not create a partnership, joint venture, employment, or agency relationship.

15.9 Third-Party Beneficiaries

These Terms do not confer rights on any third parties (except our affiliates, officers, employees, and agents as indemnified parties).

15.10 Language

These Terms are drafted in English. If translated, the English version prevails in case of conflict.

15.11 Export Controls

You may not use the Service in violation of Canadian or international export control laws. You represent that you are not located in a sanctioned country or listed on any sanctions lists.

16. CONTACT INFORMATION

General inquiries: support@actualvoice.ai

Privacy questions: privacy@actualvoice.ai

Legal matters: legal@actualvoice.ai

Security issues: security@actualvoice.ai

Mailing address: