Welcome to Keplar Voice! These Terms of Service ("Terms") govern your access to and use of the Keplar Voice website, platform, and related products or services (collectively, the "Services"). Please read these Terms carefully. By creating an account, executing an order form, clicking a button indicating acceptance, or otherwise accessing or using the Services, you agree to be bound by these Terms on behalf of yourself or, if applicable, your organization ("Client," "you," or "your"). If you do not agree, do not use the Services.

If you have a separately executed master services agreement ("MSA") with Keplar Voice, that agreement will control in the event of any direct conflict with these Terms—except that Section 4 (In‑Platform Purchases) applies to all Clients unless expressly superseded.

1. Definitions

Unless otherwise stated, capitalized terms have the meanings set forth below.

2. Eligibility & Account Security

3. Scope of Services

Subject to these Terms, Keplar Voice grants you a limited, non‑exclusive, non‑transferable, revocable right to access and use the Services during the applicable Order term for your internal business purposes.

Keplar Voice may modify the Platform from time to time, provided the changes do not materially degrade core functionality. If Keplar Voice materially deprecates a feature you rely on, Keplar Voice will use commercially reasonable efforts to provide 30‑days' notice and, at your request, discuss mitigation options.

4. Fees & In‑Platform Purchases

Fees & Payment

Fees are set forth in each Order or, for credit‑card purchases, on the Pricing Page displayed at checkout. Fees are non‑refundable except as expressly stated herein. Unless otherwise stated, payments are due 30 days from invoice. Late payments may accrue interest at 1.5% per month (or the maximum rate permitted by law) and may result in suspension of Services.

Taxes

Fees exclude applicable taxes. You are responsible for all taxes associated with your purchases, except those based on Keplar Voice's net income.

Auto‑Renewal

Subscription Services automatically renew for successive terms equal to the expiring term unless either party gives written notice of non‑renewal at least 30 days before the current term ends.

Pricing Changes (Self‑Serve)

For month‑to‑month plans, Keplar Voice may change prices by posting an updated Pricing Page; changes take effect in the next billing cycle. Keplar Voice will email notice to the address in your account at least 10 days in advance.

5. Intellectual‑Property Rights & License Restrictions

Ownership

Keplar Voice retains all right, title, and interest in the Licensed IP. Except for the limited rights expressly granted, no license or other rights are granted by implication.

Restrictions

You and your Authorized Users shall not (and shall not permit anyone else to): (a) reverse‑engineer, decompile, or otherwise attempt to derive source code of the Platform; (b) sublicense, sell, or rent the Services to a third party; (c) remove proprietary notices; (d) use the Services to build a competing product; or (e) violate the Acceptable Use Policy available upon request at hello@keplar.io.

Keplar Marks

During the term, Keplar Voice grants you a revocable, non‑exclusive license to display Keplar Marks solely for attribution of analytics or insights, subject to Keplar Voice's branding guidelines.

6. User Content, Client Assets & AI Output

User Content Ownership

You retain all ownership rights in User Content and Client Assets.

License to Keplar Voice

You grant Keplar Voice a world‑wide, royalty‑free license to use, store, reproduce, process, and transmit User Content and Client Assets solely to (a) provide and improve the Services, (b) develop and refine AI models, and (c) comply with law.

AI Output

To the fullest extent permitted by law, Keplar Voice assigns to you any copyright Keplar Voice may hold in AI Output generated uniquely for you. You acknowledge AI Output may not be unique and other users may receive similar output. Keplar Voice makes no warranty as to the accuracy or suitability of AI Output, and you are responsible for verifying its correctness before use in production or compliance settings.

7. Data Protection & Privacy

Processing of personal data is subject to the Keplar Voice Privacy Policy (available at keplar.io/privacy-policy) and the Data Processing Addendum ("DPA") available upon request at hello@keplar.io, each incorporated herein by reference. In the event of conflict, the DPA prevails for personal‑data matters.

8. Aggregate & De‑Identified Data

Keplar Voice may compile de‑identified or Aggregate Data derived from your use of the Services, provided such data does not identify you or any individual. Keplar Voice owns all rights in Aggregate Data and may use it for analytics, benchmarking, and improving the Services.

9. Beta Features & Feedback

Keplar Voice may invite you to test beta features. Beta Services are provided "AS IS" with no warranties and may be discontinued at any time. All feedback, suggestions, or ideas you provide regarding the Services are deemed non‑confidential and may be used by Keplar Voice without restriction.

10. Confidentiality

Each party ("Receiving Party") must protect the confidential information of the other party ("Disclosing Party") using the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Confidential information excludes information that is (a) publicly available without breach, (b) known by the Receiving Party prior to disclosure, (c) independently developed without use of the Disclosing Party's information, or (d) rightfully obtained from a third party without confidentiality obligations. The Receiving Party may disclose confidential information to the extent required by law or court order, provided it gives advance notice (where legally permitted).

11. Representations & Warranties

Mutual

Each party represents that it has the legal power and authority to enter into these Terms.

Keplar Voice

Keplar Voice warrants that the Services will perform in material conformity with any documentation under normal use. If the warranty is breached, Keplar Voice will, at its option, (a) re‑perform the Services or (b) terminate the affected Order and refund prepaid fees for the unused portion.

Except as expressly stated, the Services are provided "AS IS" without other warranties, express or implied, including merchantability, fitness for a particular purpose, or non‑infringement.

12. Indemnification

Keplar Voice Indemnity

Keplar Voice will defend you against claims alleging that the Platform infringes a third‑party US patent, copyright, or trademark, and pay damages finally awarded, provided you promptly notify Keplar Voice and allow Keplar Voice sole control of the defense. If the Platform is enjoined, Keplar Voice may (a) procure a license, (b) replace or modify the Platform, or (c) terminate the Order and refund prepaid fees for unused Services.

Client Indemnity

You will defend Keplar Voice against claims arising from (a) your Client Assets or User Content, (b) your violation of law or these Terms, or (c) your use of AI Output in violation of applicable law.

13. Limitation of Liability

To the fullest extent permitted by law:

14. Term & Termination

Term

These Terms remain in effect until all Orders expire or are terminated.

Termination for Cause

Either party may terminate an Order or these Terms for material breach not cured within 30 days (10 days for payment defaults) after written notice.

Effect

Upon termination, your right to use the Services ceases, and you must delete any Keplar Voice confidential information. Sections intended to survive (including 5–8, 10–13, 17, and 18) will remain in effect.

15. Data Retention & Destruction

Within 12 months after termination, Keplar Voice will delete or de‑identify your User Content and Client Assets, unless (a) retention is required by law, or (b) you instruct earlier deletion via hello@keplar.io.

16. Governing Law & Dispute Resolution

These Terms are governed by the laws of the State of California, without regard to conflict‑of‑law rules. The parties will first attempt good‑faith mediation for 60 days before initiating litigation. The state and federal courts in San Francisco County, CA shall have exclusive jurisdiction.

17. Force Majeure

Neither party is liable for failure to perform due to events beyond reasonable control (e.g., natural disasters, internet failures, strikes, cyber‑attacks), provided the affected party promptly notifies the other and resumes performance as soon as practicable.

18. Changes to Terms

Keplar Voice may update these Terms by posting a revised version and sending notice to the email on file or via the Platform. Material changes take effect 30 days after notice. Continued use after the effective date constitutes acceptance. If you object to the changes, you may terminate the Services within the 30‑day window and receive a prorated refund of prepaid unused fees.

19. Miscellaneous

Assignment

Neither party may assign these Terms without the other's prior written consent, except to an Affiliate or in connection with a merger or asset sale.

Publicity

Keplar Voice may use your name and logo as a customer reference unless you opt out via hello@keplar.io.

Relationship

The parties are independent contractors.

Notices

Notices must be in writing and deemed given when delivered by email with confirmation, courier, or certified mail to the addresses in the Order.

Severability & Waiver

If a provision is unenforceable, the remainder will remain in effect. Failure to enforce a provision is not a waiver.

Entire Agreement

These Terms, the Privacy Policy, DPA, and each Order constitute the entire agreement and supersede prior agreements regarding the Services.