Terms of Service

These Terms govern your access to and use of Speak Nova's websites, dashboard, and related services and content (collectively, the "Platform"). If you or your organization have also accepted the Speak Nova Services Agreement (the "MSA") and/or the Data Processing Agreement (the "DPA"), those documents govern commercial terms and personal data processing respectively. If there is a conflict between these Terms and the MSA, the MSA controls (and the DPA controls for data processing). Nothing in these Terms grants rights that are not expressly provided.

"Acceptance Date" means the date and time the authorized user acting on your (or your organization's) behalf clicks "I Agree" (or "Agree & Continue") in the Speak Nova dashboard.

"Version Date" means the Last Updated date shown at the top of these Terms and used to identify the version you accepted.

"Client" means the legal entity associated with the Speak Nova account.

You must be at least the age of majority in your jurisdiction and have authority to bind the Client. You are responsible for keeping your account credentials confidential and for all activities under your account. You must provide accurate, current information and promptly update any changes.

You agree not to: (a) use the Platform in violation of law; (b) infringe or misappropriate intellectual property or privacy rights; (c) upload or transmit malicious code; (d) attempt to access non-public areas of the Platform; (e) interfere with or disrupt the Platform's integrity or performance; (f) use the Platform to send unlawful or unsolicited communications; or (g) misrepresent identity or caller ID where prohibited. Telephony/Recording: You are responsible for providing any legally required notices and obtaining all consents related to call recording/monitoring, automated calls/messages, and similar features configured in your use of the Platform.

Your use of the Platform is subject to the Speak Nova Privacy Policy (as posted on our website), which describes how we collect, use, and disclose personal information. Where the MSA/DPA applies, personal data processing is governed by the DPA incorporated into the MSA. To the extent these Terms and the Privacy Policy conflict, these Terms control; to the extent these Terms and the DPA conflict regarding personal data processing, the DPA controls.

The Platform may interoperate with or rely on third-party services (e.g., telephony carriers, cloud hosts, CRMs). Your use of third-party services is governed by those providers' terms, not ours. We are not responsible for third-party services or for delays, outages, or limitations caused by them. We may change third-party providers from time to time while maintaining materially similar functionality.

We may offer features identified as alpha, beta, preview, or evaluation ("Beta Features"). Beta Features are provided as is for evaluation only, may be modified or discontinued at any time, and are excluded from any service commitments.

We may update or modify the Platform from time to time (including security updates, bug fixes, or new features). We aim for high availability but do not guarantee uninterrupted operation. Support channels and response targets are described in documentation or your MSA (if applicable).

All rights in the Platform are owned by Speak Nova and its licensors. Subject to these Terms, we grant you a non-exclusive, non-transferable, revocable right to access and use the Platform for your internal business purposes. You grant us a perpetual, irrevocable, royalty-free license to use feedback you provide to improve our products and services.

If you upload, submit, or generate content through the Platform (including prompts, scripts, audio, text, and metadata) ("User Content"), you represent that you have all necessary rights. You grant us and our subprocessors a non-exclusive license to process User Content to provide and improve the Platform, subject to the Privacy Policy and, where applicable, the DPA.

Except as expressly permitted in writing, you will not use the Platform to collect, store, or process (a) payment card data subject to PCI-DSS beyond tokenized interactions with approved processors, (b) protected health information where HIPAA or similar laws apply, or (c) personal data of children under 13 (or the age defined by local law) without appropriate parental consent and our prior written agreement.

These Terms apply from your Acceptance Date and continue while you access the Platform. We may suspend or terminate access immediately if you breach these Terms, if required by law, or for security reasons. If you have an MSA, termination and suspension under the MSA will control your commercial access to paid services.

Except as expressly provided in an applicable MSA, the platform is provided "as is" and "as available," without warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

To the maximum extent permitted by law, Speak Nova will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages (including lost profits, revenue, goodwill, or data), even if advised of the possibility. Except for amounts that cannot be limited by law, Speak Nova's total liability arising from or related to these Terms will not exceed CAD $1,000. If you have an MSA, the liability cap in the MSA applies to services provided under the MSA.

You will defend and indemnify Speak Nova against third-party claims arising from your User Content, your unlawful use of the Platform, or your breach of these Terms, including reasonable attorneys' fees, provided we (a) notify you promptly and (b) reasonably cooperate at your expense.

We may update these Terms from time to time by posting a new Version Date. Material changes will be presented for re-consent in the dashboard. Non-material changes are effective upon posting; continued use after the Version Date constitutes acceptance of those changes.

If there is a conflict among documents: (a) for commercial terms (fees, quantities, usage limits, billing), the MSA (including Schedule A and incorporated Plan Terms) controls; (b) for personal data processing, the DPA controls; otherwise, these Terms control over website policies or documentation.

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the courts located in Toronto, Ontario.

You represent that you are not subject to sanctions and will not use the Platform in violation of export control, anti-bribery, or sanctions laws.

You consent to receive notices and records electronically. We may provide notices via the dashboard, email, or by posting to our website.

Entire Agreement. These Terms, together with any MSA and DPA (if applicable), are the entire agreement regarding your Platform use.

Severability. If any provision is unenforceable, the remainder remains in effect.

No Waiver. Failure to enforce any provision is not a waiver.

Assignment. You may not assign these Terms without our consent; we may assign to an affiliate or in connection with a corporate transaction.

Interpretation. Headings are for convenience; "including" means "including without limitation."

Speak Nova Legal

1001203965 Ontario Inc. o/a Speak Nova

68 Tycos Drive, Unit 1, Toronto, Ontario M6B 1V9, Canada

Email: legal@speaknova.com