Terms of Service for HeardThat Plus

1. Introduction and Acceptance of Terms

Welcome to HeardThat Plus, a service provided by Singular Hearing Inc. ("Company," "we," "us," or "our"). By accessing or using our website, mobile application, or any of our services (collectively, the "Service"). These Terms govern your use of HeardThat Plus and form a legally binding agreement between you and Singular Hearing Inc. ("Terms"). By accessing or using the Service, you are indicating your acceptance to be bound by these Terms. If you do not agree to these Terms, please do not use the Service.

Please read these Terms carefully before using the Service.

2. Service Description

HeardThat Plus is a web application that provides audio processing services, including noise removal and transcription. Users can upload audio files, which are then cleaned and transcribed. The Service also provides features for viewing, downloading, and managing processed audio files and transcripts.

3. User Accounts and Eligibility

3.1 Age Restriction

The Service is not intended for users under the age of 16. By using the Service, you represent and warrant that you are at least 16 years old. It is your responsibility to ensure that you are legally eligible to enter into these Terms under any laws applicable to you. If you accept these Terms, you represent that you have the capacity to be bound by it.

3.2 Account Creation

To use certain features of the Service, you may need to create an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.

Your right to access and use the Service is personal to you and is not transferable by you to any other person or entity. You are solely responsible for all activities that occur under your account. If you become aware of any unauthorized use of your account, you are responsible for notifying us immediately.

3.3 Account Security

You are responsible for maintaining the confidentiality of your account and password. You agree to notify us immediately of any unauthorized use of your account.

4. Intellectual Property Rights

4.1 User Content

The Service enables you to provide or upload content, including but not limited to audio files to us for the purpose of providing the Service or as otherwise permitted under these Terms. You retain all intellectual property rights in the audio files you upload and the resulting cleaned audio and transcripts ("User Content"). You acknowledge and agree that you are solely responsible for all User Content you submit, provide or upload and the consequences for submitting, providing or uploading it.

You agree that by uploading, or otherwise providing any User Content on or through the Service, you grant us a perpetual, worldwide, non-exclusive, royalty-free license to use, reproduce, process, display, all or any portion of such User Content, solely in connection with providing the Service to you. This license includes the right to host, index, cache or otherwise format your User Content in order to provide the Service.

You represent and warrant that you own your User Content or have the necessary licenses, rights, consents and permissions to grant the license set forth herein and that its provision to us or our use thereof will not violate the copyrights, privacy rights, publicity rights, trademark rights, contract rights or any other intellectual property rights or other rights of any person or entity.

You agree that we are not responsible for any violations of any third party intellectual property rights in any User Content that you submit to us. You agree to pay all royalties, fees and any other monies owing to any person by reason of the User Content uploaded, displayed or otherwise provided by you to the Services.

4.2 Company Content

All material and services provided by or through Singular Hearing, its affiliates, subsidiaries, employees, agents, licensors or other commercial partners including, but not limited to, software, all informational text, software documentation, design of and "look and feel", layout, photographs, graphics, audio, video, messages, interactive and instant messaging, design and functions, files, documents, images, or other materials, whether publicly posted or privately transmitted as well as all derivative works thereof (collectively, the "Materials"), are owned by us or our licensors or service providers, and are protected by copyright, trademark, trade secret and other intellectual property laws.

Subject to your compliance with all of these Terms, during the term of your subscription, we grant to you a non-transferable, non-sublicensable, non-exclusive, revocable, limited-purpose right to access and use the Materials that we make available to you. You are not permitted to download, copy or otherwise store any Materials.

If we, in our sole discretion and without notice, consider that there is an immediate security or operational risk to the Service or any of its, your or a third party system, then we may immediately suspend access to or use of the Service. The suspension of use and access is not a breach of these Terms. You acknowledge that the preservation of security, confidentiality and data is paramount. We have no liability to you for suspending the Service under this provision.

This section does not apply to User Content; however you agree that any ideas, suggestions, concepts, processes or techniques which you provide to us related to the Service or our business ("Feedback") are and will be our exclusive property without any compensation or other consideration payable to you by us, and you do so of your own free will and volition. We may or may not, in our sole discretion, use or incorporate the Feedback in whatever form or derivative we may decide into the Service, its software, documentation, business or other products or services, or any future versions or derivatives of the foregoing. You hereby assign all rights on a worldwide basis in perpetuity to Singular Hearing in any Feedback and, as applicable, waive any moral rights.

Singular Hearing retains the right to use or share any Aggregated Data generated by anyone using the Service, for the purpose of enhancing and providing the Service. "Aggregated Data" means data that does not contain personal information and which has been manipulated or combined to provide generalized, anonymous information. You are still responsible for any and all personal information that is part of any User Content.

5. User Responsibilities and Prohibited Uses

5.1 Legal Rights

You represent and warrant that you have all necessary rights, licenses, and permissions to use and share any content you upload to the Service.

5.2 Prohibited Uses

You agree not to use the Service:

• To violate any applicable laws or regulations
• To infringe upon the intellectual property rights of others
• To upload or share any illegal, harmful, or offensive content
• To attempt to gain unauthorized access to the Service or its related systems
• To interfere with or disrupt the integrity or performance of the Service

6. Payment and Subscription Terms

6.1 Subscription

HeardThat Plus offers subscription plans that provide a certain number of credits per month. Current pricing for subscription plans is available at https://www.heardthat.plus/pricing. Subscription fees are billed in advance on a monthly basis. Your subscription will automatically renew for additional monthly subscriptions until explicitly canceled by you. Additional credits can be purchased separately. Subscription Fees and Credits are non-refundable.

We reserve the right to modify our fees at any time by posting such fee changes to our website or through email notification to you. You will be liable to pay such modified fees.

If you purchase a subscription, you agree that we, or our third party service providers, may store your credit or charge card information. You expressly agree that we are authorized to charge you (i) a fee for any applicable Service for which you have subscribed, billed on a basis of the applicable subscription period, (ii) any other fees for Service you may purchase, and (iii) any applicable taxes in connection with your use of the Service to the credit or charge card you provide and to reimburse us for all collection costs and interest for any overdue amounts.

6.2 Cancellation

You may cancel your subscription at any time. Upon cancellation, you will continue to have access to the Service until the end of your current billing period or until your credits are depleted.

6.3 Credit Rollover

Unused credits from your subscription will roll over to the next month. If you cancel your subscription, you retain any unused credits in your account and can continue to use the Service until these credits are depleted.

7. Data Storage and Retention

7.1 Temporary Storage

We provide temporary storage for your audio files and transcripts ("assets") on our servers. You can delete your assets at any time through the Assets page in your account.

8. Termination and Cancellation

8.1 Termination by User

You may terminate your account at any time by contacting our support team.

8.2 Termination by Company

We reserve the right to suspend or terminate your account and access to the Service if you violate these Terms or for any other reason at our discretion. We are not a long-term storage service. User Content that is more than 6 months old may be automatically deleted from our servers. We will send you a warning email one week before such deletion occurs.

8.3 Effect of Termination

Upon termination, your right to use the Service will immediately cease. We may delete any data associated with your account after termination.

9. Acceptable Use and Conduct:

You agree that you will not publish or make available any User Content that, or use the Service in a manner that:

1. (a) infringes, violates or misappropriates any third party's intellectual property or proprietary rights;
2. (b) contains software viruses, Trojan horses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
3. (c) is misleading, deceptive or fraudulent or otherwise illegal or promotes illegal activities, including engaging in phishing or otherwise obtaining financial or other personal information in a misleading manner or for fraudulent or misleading purposes;
4. (d) is libelous or defamatory, or that is otherwise threatening, abusive, violent, harassing, malicious or harmful to any person or entity, or is invasive of another's privacy;
5. (e) is harmful to minors in any way;
6. (f) is hateful or discriminatory based on race, color, sex, religion, nationality, ethnic or national origin, marital status, disability, sexual orientation or age or is otherwise objectionable, as reasonably determined by us;
7. (g) impersonates one of our employees, or any other person, or falsely states or otherwise misrepresents your affiliation with any person or entity, or to obtain access to the Site or Services or a portion thereof without proper authorization;
8. (h) interferes or attempts to interfere with the proper working of the Services or prevents others from using the Services;
9. (i) uses any manual or automated means, including agents, robots, scripts, or spiders, to monitor or copy the Services or the content contained therein;
10. (j) facilitates the unlawful distribution of copyrighted User Content;
11. (k) except as expressly permitted by us, licenses, sublicenses, rents or leases the Service to third parties, or uses the Service for third party training, commercial time-sharing or service bureau use;
12. (l) includes personal or identifying information about another person in a manner that employs misleading email or IP addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of User Content transmitted through the Service to users;
13. (m) constitutes or contains any form of advertising or solicitation to users who have requested not to be contacted about other services, products or commercial interests;
14. (n) stalks or otherwise harasses anyone on the Site or using the Service or with information obtained from the Service;
15. (o) collects, uses or discloses data, including personal information, about users without their informed consent or for unlawful purposes or in violation of applicable law or regulations;
16. (p) requests, solicits or otherwise obtains access to usernames, passwords or other authentication credentials from any user of the Service;
17. (q) attempts to gain unauthorized access to the computer systems of us or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of the Service;
18. (r) posts adult or pornographic User Content;
19. (s) decompiles or reverse engineers or attempts to access the source code of the software underlying the Service;
20. (t) copies, archives, stores, reproduces, rearranges, modifies, downloads, uploads, creates derivative works from, displays, performs, publishes, distributes, redistributes or disseminates all or any part of the Service;
21. (u) accesses the Service for the purposes of building a product using similar ideas, features, functions, interface or graphics as those found in the Service; or
22. (v) accesses the Service for the purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

10. Disclaimer of Warranties

10.1 "As Is" Service

The Service is provided on an "as is" and "as available" basis, without any warranties of any kind, either express or implied.

10.2 No Guarantee of Results

We strive to provide high-quality audio processing and transcription, but due to the inherent limitations of machine learning technologies, we cannot guarantee specific results or accuracy levels.

10.3 Third-Party Services

We are not responsible for any third-party services or websites that may be linked from our Service.

11. Limitation of Liability

YOU AGREE THAT, UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO NEGLIGENCE, BREACH OF WARRANTY OR CONDITION, BREACH OF CONTRACT OR TORT, WILL SINGULAR HEARING OR ITS OWNERS, OFFICERS, DIRECTORS, AFFILIATES, CONTRACTORS, EMPLOYEES OR AGENTS, BE LIABLE TO YOU OR ANY THIRD PARTY ACTING ON YOUR BEHALF FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES OR THE COST OF ANY SUBSTITUTE EQUIPMENT, FACILITIES OR SERVICES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF OR YOUR INABILITY TO USE THE SERVICE, OR FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS. OUR TOTAL AGGREGATE LIABILITY FROM ANY AND ALL CLAIMS UNDER THESE TERMS IS LIMITED TO THE LESSER OF: (A) $100; AND (B) THE TOTAL AMOUNTS YOU PAID TO US IN 6 MONTHS IMMEDIATELY PRECEDING THE OCCURRENCE OF LOSS OR DAMAGE. TO THE EXTENT ANY PROVINCE, STATE OR JURISDICTION DOES NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, OUR LIABILITY IN SUCH PROVINCE, STATE OR JURISDICTION WILL BE LIMITED TO THE FURTHEST EXTENT PERMITTED BY LAW. NOTWITHSTANDING THE FOREGOING OR ANYTHING ELSE HEREIN TO THE CONTRARY, WE WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY ACTING ON YOUR BEHALF IN ANY WAY WITH RESPECT TO YOUR PROVISION OF AN INDIVIDUAL'S PERSONAL INFORMATION THROUGH THE SERVICES. YOU FURTHER AGREE THAT THE FOREGOING LIMITATIONS WILL APPLY WITH RESPECT TO THIRD PARTY LIABILITY OF ANY KIND.

THE FOREGOING LIMITATIONS WILL ALSO APPLY WITH RESPECT TO ANY DAMAGES INCURRED BY REASON OF ANY CONTENT OR SERVICES PROVIDED ON ANY THIRD PARTY SITES OR OTHERWISE PROVIDED BY ANY THIRD PARTIES OTHER THAN US AND RECEIVED BY YOU THROUGH OR ADVERTISED ON THE SERVICE OR RECEIVED BY YOU ON ANY THIRD PARTY SITES.

We will have no liability whatsoever for any damages, liabilities, losses or any other consequences that you may incur as a result of any modification, suspension or discontinuance of the Service.

12. Indemnification

You agree to indemnify, defend, and hold harmless Singular Hearing Inc., its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including but not limited to attorney's fees) arising from

1. your use of the Service;
2. your violation of these Terms;
3. your violation of any third party right, including without limitation any copyright, property, or privacy right; or
4. any claim that your User Content caused damage to a third party.

We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without our prior written consent. We will use reasonable efforts to notify you of any such claims upon becoming aware of it.

13. Changes to Terms of Service

We may modify these Terms from time to time. If we make changes, we will provide notice of such changes by posting the revised Terms on our website and updating the "Last Updated" date at the top of these Terms.The updates will take effect immediately after the date on which we provide notice of the amended version.

If you disagree with any amendments, you may terminate these Terms by ceasing to use the Service at any time. If you do not cease using the Site and Services during that time, then by your continued use, you are considered to have accepted the proposed amendments.

14. Governing Law and Dispute Resolution

14.1 Governing Law

These Terms and your use of the Service shall be governed by and construed in accordance with the laws of British Columbia, Canada, without regard to its conflict of law provisions.

14.2 Jurisdiction

Any legal action or proceeding arising out of or relating to these Terms or the Service shall be instituted exclusively in the courts of British Columbia, Canada, and you consent to the jurisdiction of such courts.

14.3 Dispute Resolution

All disputes arising out of or in connection with these Terms shall be referred to and finally resolved by arbitration under the applicable Rules of Procedure of the Vancouver International Arbitration Centre (VanIAC). The appointing authority shall be the VanIAC. The case shall be administered by the VanIAC in accordance with its Rules. The place of arbitration shall be Vancouver, British Columbia, Canada.

Each party will cover its own fees and costs associated with the arbitration proceedings; however, if the arbitrator finds that you cannot afford to pay the fees and costs reasonably associated with the arbitration proceedings, we will pay them for you.

The award of the arbitrator will be final and binding, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The parties agree that they will not appeal any arbitration decision to any court.

Notwithstanding the foregoing, we may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction, and you agree that these Terms are specifically enforceable by us through injunctive relief and other equitable remedies without proof of monetary damages.

If this section is found to be unenforceable or if it does not apply to you, then the entirety of this section will be null and void and, in that case, you hereby irrevocably submit to the personal and exclusive jurisdiction of the courts of the Province of British Columbia for resolution of any lawsuit or court proceeding permitted under these Terms.

15. General Provisions

15.1 Entire Agreement

These Terms constitute the entire agreement between you and Singular Hearing Inc. regarding the Service and supersede all prior agreements and understandings.

15.2 Severability

If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.

15.3 Waiver

The failure of Singular Hearing Inc. to enforce any right or provision of these Terms will not be considered a waiver of such right or provision.

15.4 Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. We may assign or transfer these Terms, at our sole discretion, without restriction.

16. Additional Provisions

16.1 Modification of Service

We reserve the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof). When possible, we will provide notice of significant changes.

16.2 Compliance with Laws

You agree to comply with all applicable local, state, national, and international laws and regulations in your use of the Service.

16.3 Use of Content for Service Improvement

By using the Service, you grant us a non-exclusive, worldwide, royalty-free license to use and analyze the content you upload solely for the purpose of improving our Service and algorithms. We will not use your data to train our AI models. Your content remains private and will only be used to enhance the functionality and performance of our existing services.

17. Contact Information

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

Singular Hearing Inc.
16479 92A Ave
Surrey BC V4N 5N1
CANADA

Email
support@singularhearing.com