## 1. Services
SectorVoice delivers audio-first industry intelligence, including signal monitoring, narrative generation, podcast briefings, transcripts, analytics, integrations, and related customer success services (collectively, the "Services"). Specific functionality, uptime commitments, and support levels may be set out in an Order or MSA.
## 2. Accounts and Access
- Customers must provide accurate registration information and keep credentials confidential.
- You are responsible for activity occurring under your accounts.
- SectorVoice may suspend access where we reasonably suspect breach of these Terms, security issues, or unlawful use.
## 3. Subscription Plans and Fees
- Fees and billing terms are specified in the applicable Order. Unless stated otherwise, subscriptions automatically renew for successive periods equal to the expiring term at then-current rates.
- Customers are responsible for applicable taxes and any payment processing charges unless exempt with valid documentation.
- Late payments may incur interest at 1.5% per month (or the maximum rate permitted by law) and may result in suspension of Services.
## 4. Customer Content and Data
- You retain ownership of all data, audio, text, or other materials supplied to the Services ("Customer Content").
- You grant SectorVoice a non-exclusive, worldwide, royalty-free licence to host, process, reproduce, modify, transmit, and display Customer Content solely to provide and improve the Services, fulfil support obligations, and comply with law.
- You represent that you have the rights necessary to provide Customer Content and that its use does not violate applicable law or third-party rights.
- SectorVoice may use aggregated or anonymised data that does not identify individuals or Customer to improve the Services and compile statistics.
## 5. Acceptable Use
Customers and users must not:
- Use the Services for unlawful, defamatory, misleading, or infringing activity.
- Reverse engineer, decompile, or otherwise attempt to derive source code or underlying models except to the extent permitted by law.
- Circumvent or interfere with security, access controls, or usage limits.
- Share or redistribute briefings, transcripts, or analytics with unauthorised parties unless permitted in writing.
- Upload malicious code or content containing personal data in violation of privacy laws or contractual restrictions.
SectorVoice may monitor use for compliance and may remove or disable access to content that violates this section.
## 6. Intellectual Property
SectorVoice and its licensors retain all rights, title, and interest in the Services, including software, models, documentation, and branding. No rights are granted except as expressly stated in these Terms or an Order. Customer logos and marks remain the property of the Customer; SectorVoice may reference Customer as a client with prior consent.
## 7. Confidentiality
Each party ("Receiving Party") shall protect the other party's confidential information ("Disclosing Party") with the same degree of care it uses to protect its own confidential information, and at least reasonable care. Confidential information may only be used to fulfil obligations under these Terms. Obligations continue for three (3) years after termination, except for trade secrets which remain confidential until no longer qualifying as such.
## 8. Warranties and Disclaimers
- SectorVoice warrants that it will provide the Services in a professional and workmanlike manner and will maintain administrative, technical, and physical safeguards consistent with industry standards.
- EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SECTORVOICE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.
## 9. Indemnification
- **By Customer**: Customer will indemnify and hold harmless SectorVoice against claims arising from (a) Customer Content; (b) unauthorised or unlawful use of the Services; or (c) violation of these Terms.
- **By SectorVoice**: SectorVoice will defend and indemnify Customer against third-party claims alleging that the Services, when used in accordance with these Terms, infringe a U.S. intellectual property right, subject to exclusions (e.g., combinations not provided by SectorVoice, Customer Content, or modifications by Customer). SectorVoice may remedy infringement by modifying the Services, procuring rights, or terminating the affected functionality with a pro-rata refund.
## 10. Limitation of Liability
To the fullest extent permitted by law:
- Neither party will be liable for indirect, incidental, consequential, special, punitive, or exemplary damages, or loss of profits, revenue, or data, even if advised of the possibility.
- Each party's aggregate liability under these Terms is limited to the fees paid or payable by Customer during the twelve (12) months immediately preceding the event giving rise to the claim.
- These limitations do not apply to (a) amounts owed under Section 9 (Indemnification), (b) Customer's payment obligations, or (c) liability that cannot be limited by law.
## 11. Term and Termination
- These Terms remain in effect for the duration of any active subscription or Order.
- Either party may terminate for material breach not cured within thirty (30) days of written notice.
- Upon termination, Customer must cease using the Services. SectorVoice will make Customer Content available for export for thirty (30) days unless otherwise specified. After that period, SectorVoice may delete or anonymise Customer Content except as required by law.
## 12. Governing Law; Disputes
These Terms are governed by the laws of the State of Delaware, USA, excluding conflicts of law principles. The parties submit to the exclusive jurisdiction of state and federal courts located in Wilmington, Delaware, for any dispute arising out of these Terms, unless the applicable Order specifies an alternative jurisdiction.
## 13. Modifications
SectorVoice may modify these Terms to reflect changes in law, Services, or business practices. We will provide notice (e.g., via email or in-app message). Material changes take effect thirty (30) days after notice. Continued use of the Services after the effective date constitutes acceptance of the updated Terms.
## 14. General
- These Terms, together with Orders and MSAs, constitute the entire agreement between the parties and supersede prior agreements or representations.
- Neither party may assign its rights without written consent, except either party may assign to an affiliate or in connection with a merger, acquisition, or sale of assets.
- Notices must be sent in writing to the addresses set out in the Order or to legal@sectorvoice.ai (for SectorVoice) and to the Customer email or address on file.
- If any provision is held unenforceable, the remaining provisions remain in effect.
## 15. Contact
For questions about these Terms, contact:
- **Email**: legal@sectorvoice.ai
