DRAFT — for legal counsel review. Not yet in force. This document is a working draft prepared for review by legal counsel. It has not been published, has not been accepted by any user, and creates no rights or obligations. Bracketed items marked [COUNSEL: …] are open questions for counsel; bracketed items marked — TBD are business decisions not yet made.

Legal

CanaryVolt Terms of Service

Effective date: [NOT IN FORCE — TBD]
Last updated: 2026-08-18 (draft)

These Terms of Service ("Terms") are an agreement between you and [ENTITY NAME — TBD] ("CanaryVolt," "we," "us"), and govern your use of the CanaryVolt services: the CanaryVolt iOS application (the voice study companion), the CanaryVolt desktop application (the meeting copilot for professional calls and meetings), the canaryvolt.com website, and the CanaryVolt account and API services behind them (together, the "Service"). One set of Terms covers all of these products.

[COUNSEL: entity must be formed and named before these Terms can take effect; confirm the single-shared-ToS structure across the iOS study app and the desktop copilot is sound, or advise per-product schedules.]

1. The Service

CanaryVolt provides AI-assisted tools built on speech transcription and language models:

CanaryVolt for iOS is a voice study companion. It quizzes you out loud over your own study materials, listens to your spoken answers, and explains before it answers.
CanaryVolt Desktop is a real-time AI assistant and note-taker for professional calls and meetings. It transcribes a conversation you are a participant in and shows you suggestions and notes on your own screen.

The Service processes audio, transcripts, and documents you choose to provide. By default the Service does not retain conversation content on our servers; see the Privacy Policy for the full data-handling description.

2. Eligibility and accounts

You must be at least 18 years old, or the age of majority where you live, to use the Service.

[COUNSEL: confirm minimum age; the study product may attract younger users — advise whether a 13–17 tier with consent mechanics is wanted or whether 18+ should be enforced.]

Access to connected features requires an account access token issued by us. You are responsible for keeping your token confidential and for all activity under your account. Tokens are stored by us only in hashed form; we cannot recover a lost token, only issue a replacement. Notify us promptly at [CONTACT EMAIL — TBD] if you believe your token has been compromised.

3. License

Subject to these Terms and payment of applicable fees, we grant you a personal, limited, non-exclusive, non-transferable, revocable license to install and use the CanaryVolt applications on devices you own or control, for your own use. We and our licensors retain all right, title, and interest in the Service, including all software, models, prompts, designs, and branding. No rights are granted except as expressly stated here.

You may not, and may not permit anyone else to:

copy, modify, or create derivative works of the Service;
reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying models, prompts, or algorithms of the Service, except to the extent this restriction is prohibited by applicable law;
circumvent or attempt to circumvent authentication, usage metering, rate limits, or any technical limitation of the Service;
resell, rent, lease, sublicense, or provide the Service to third parties as a service bureau;
use the Service to build a competing product, or use automated means to extract data or model output at scale.

4. Subscriptions, fees, and usage allowances

[PRICING — TBD. Tier names, prices, included usage, overage treatment (billed overage vs. hard cap), and trial terms are undecided. This section is drafted structurally so counsel can review mechanics; numbers land later.]

Plans. The Service is offered under paid subscription plans: [PLAN NAMES AND PRICES — TBD]. Each plan includes a usage allowance (for example, hours of transcribed session time per billing month): [ALLOWANCES — TBD].
Billing. Desktop and web subscriptions are billed through our merchant of record, [MERCHANT OF RECORD — TBD: Lemon Squeezy or Paddle], which processes payment and applicable taxes. iOS subscriptions may instead be billed through Apple's App Store, in which case Apple's terms govern the payment relationship.
[COUNSEL: confirm MoR structure and the Apple-billing carve-out.]
Renewal and cancellation. Subscriptions renew automatically each billing period until cancelled. You can cancel at any time, effective at the end of the current period. Refunds: [REFUND POLICY — TBD; note MoR and Apple each impose their own refund mechanics].
Usage limits. When you exhaust your plan's included allowance, we may [bill metered overage / pause the Service until the next period — TBD]. We may apply reasonable technical limits (rate limits, concurrency caps, model availability per tier) to protect the Service.
Price changes. We may change prices with at least [30 — TBD] days' notice, effective at your next renewal.

5. Acceptable use

5.1 Recording and transcription consent — your responsibility

The Service transcribes live audio, which in a call or meeting includes other people's speech. You may only use the Service to capture or transcribe a conversation when you have all consents and permissions required by applicable law and by any rules that bind you (workplace policies, platform terms, institutional rules, contractual confidentiality obligations).

Recording and transcription laws vary by jurisdiction, and a number of jurisdictions require the consent of every participant. Because a single conversation can span several jurisdictions, the Service is designed on the assumption that you will obtain consent from all participants, and you agree to use it that way: disclose that an AI assistant is transcribing the conversation, and obtain agreement from everyone taking part, before starting a session. It is your responsibility — not ours — to know and comply with the law of every jurisdiction that applies to your conversations.

[COUNSEL: this is the load-bearing clause. Confirm (a) the all-party-consent contractual standard, (b) whether an affirmative in-product attestation at session start strengthens it, (c) interaction with §10 (indemnity) and §11 (liability).]

5.2 Integrity of assessments and evaluations

The Service is designed to support your learning and your own communication, not to replace them. You may not use the Service:

during any exam, test, quiz, proctored or graded assessment, certification or licensing exam, or any other evaluated academic exercise;
during a job interview conducted under evaluation conditions, or in any other candidate-side evaluative interview or screening;
in any other setting where undisclosed assistance violates the rules that apply to you — including academic honor codes, employer policies, professional certification rules, and competition rules.

It is your responsibility to know your institution's or employer's policies. The bottom line: don't use CanaryVolt in a way you wouldn't want your instructor to know about — or, in a professional conversation, in a way you wouldn't want the other participants to know about.

We enforce this policy in the product as well as on paper: our service applies server-side rules instructing the AI to decline to supply answers to live proctored assessments and evaluative interviews, and violations of this section may result in suspension or termination under §8.

5.3 General restrictions

You may not use the Service:

to violate any law, or to infringe or misappropriate anyone's rights, including privacy, publicity, and intellectual-property rights;
to harass, deceive, defraud, or impersonate any person;
to capture conversations you are not a participant in, or to monitor others without their knowledge and agreement;
to process another person's biometric identifiers. The Service itself creates no voiceprints and performs no speaker identification, and you may not attempt to use it for those purposes;
to probe, scan, disrupt, or overload the Service or its infrastructure, or to access it by any means other than the interfaces we provide;
to submit content you do not have the right to submit (see §6).

6. Your content

"Your Content" means material you provide to the Service: session audio, the transcripts derived from it, documents you attach (notes, background material, briefs), and settings such as custom mode instructions.

You retain ownership of Your Content. You grant us a limited license to process Your Content solely to operate the Service for you — transcribing audio, generating suggestions and notes, and transmitting content to the subprocessors identified in the Privacy Policy for that purpose. By default we do not store conversation content on our servers, and this license does not permit us to use Your Content to train models or for advertising. You represent that you have the necessary rights and consents (including §5.1 consents) for all of Your Content.

7. AI output

The Service generates suggestions, explanations, quiz questions, and notes using AI models. AI output can be inaccurate, incomplete, or inappropriate for your situation. Output is provided for your consideration only: you are responsible for what you say, write, and do, including anything you repeat or rely on from the Service. The Service does not provide legal, medical, financial, or other professional advice.

8. Suspension and termination

By you. You may stop using the Service at any time and may request account deletion as described in the Privacy Policy.
By us. We may suspend or terminate your access, with notice where practicable, if you materially breach these Terms (including §5), if your subscription lapses, if required by law, or to protect the Service or others.
Server-side revocation. Access to connected features is controlled by your account token on our servers. On termination or suspension we may revoke your token server-side, which takes effect immediately — including ending any live session in progress. The applications remain installed on your devices, but connected features stop working.
Effect. On termination, your license under §3 ends. Sections that by their nature should survive (5, 6 (representations), 7, 9–13) survive termination.

9. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT TRANSCRIPTS OR AI OUTPUT WILL BE ACCURATE.

[COUNSEL: conform disclaimer language to governing law once chosen; some jurisdictions restrict implied-warranty disclaimers for consumers.]

10. Your responsibility for consent failures; indemnity

As between you and us, you are solely responsible for compliance with recording, wiretap, eavesdropping, and privacy laws in your use of the Service, including obtaining all consents required under §5.1. You will indemnify, defend, and hold harmless [ENTITY NAME — TBD] and its officers, directors, and agents from any third-party claim, and resulting damages, penalties, and reasonable legal fees, arising out of (a) your failure to obtain required consents or your violation of recording or privacy law, (b) your breach of §5, or (c) Your Content.

[COUNSEL: FLAG — this liability allocation (consent failures rest entirely with the user) is a deliberate business position and needs review: enforceability against consumers varies by jurisdiction, and an indemnity from an individual consumer has limited practical value. Advise on whether product-side mitigations (disclosure prompts, consent attestation logs) should be referenced here as shared-responsibility evidence.]

11. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (a) WE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUES, DATA, OR GOODWILL; AND (b) OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE WILL NOT EXCEED THE GREATER OF THE AMOUNTS YOU PAID US IN THE TWELVE MONTHS BEFORE THE CLAIM AROSE OR [US $100 — TBD]. THESE LIMITS APPLY REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME OF THESE MAY NOT APPLY TO YOU.

[COUNSEL: confirm cap and carve-outs (e.g., gross negligence, willful misconduct, breach of privacy obligations).]

12. Changes to the Service and to these Terms

We may modify the Service over time, including adding, changing, or removing features. We may update these Terms; if a change is material we will give you reasonable advance notice (for example, by email or in-product notice). Continued use of the Service after the effective date of updated Terms constitutes acceptance. If you do not agree, stop using the Service and cancel your subscription.

13. Governing law and disputes

These Terms are governed by the laws of [GOVERNING LAW — TBD], without regard to conflict-of-laws rules. Disputes will be resolved in [VENUE / FORUM — TBD].

[COUNSEL: choose governing law and forum with the entity's state of formation; advise on arbitration clause and class-action waiver — none is drafted here pending that advice — and on mandatory consumer-law carve-outs for EU/UK users if the Service is sold there.]

14. Miscellaneous

These Terms, together with the Privacy Policy and any plan-specific terms presented at purchase, are the entire agreement between you and us regarding the Service. If any provision is unenforceable, the rest remain in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms; we may assign them in connection with a merger, acquisition, or sale of assets. Notices to you may be sent to the email on your account; notices to us go to [CONTACT EMAIL — TBD].

Questions about these Terms: [CONTACT EMAIL — TBD], [ENTITY NAME — TBD], [ENTITY ADDRESS — TBD].