Terms of Service

This binding agreement (these "Terms") establishes the relationship between you and Nonverbia for platform usage. Your acceptance occurs through: (i) utilizing www.nonverbia.com or related software applications, or (ii) signing, confirming, or otherwise agreeing to a purchase document, subscription agreement, or similar commercial instrument that incorporates these Terms (each such document, an "Order"). As the party accepting these terms (the "Customer"), you acknowledge legal commitment to this agreement. When representing an organization, you confirm possessing appropriate authorization to obligate that entity. Disagreement with any provision requires immediate cessation of Service usage.

1. Platform Overview #

1.1 Core Functionality #

Nonverbia's platform represents a cloud-native software solution engineered to interface with business video conferencing and associated workflows. The technology captures meeting content (subject to authorization), produces textual transcripts, and conducts sophisticated analysis of verbal exchanges and behavioral signals (encompassing participant involvement levels, dialogue patterns, visual focus indicators, cranial and ocular movements, and physical gestures), ultimately generating condensed reports, analytical assessments, performance indicators, graphical interfaces, and strategic intelligence (collectively termed the "Service").

1.2 Transparency Obligations #

Upon our platform agent's meeting entry or content capture initialization, we invariably present observable presence markers and/or entry notifications within meeting environments where conferencing platform architecture permits such visibility. Customers must not deactivate, obscure, or falsely represent these transparency markers.

1.3 Access Authorization #

Throughout the subscription period and contingent upon complete adherence to this agreement and applicable Order provisions, Nonverbia extends to Customer and its workforce members, contracted personnel, and other Customer-authorized individuals (termed "Authorized Users") a restricted, non-exclusive, non-transferable, non-sublicensable authorization to access and employ the Service exclusively for Customer's internal organizational purposes.

1.4 Account Governance & Protection #

Customer assumes comprehensive accountability for platform configuration, authorization level assignments, and all operational activities executed through its institutional accounts. Customer shall preserve confidentiality of all verification codes and access tokens.

1.5 Service Evolution #

Nonverbia retains discretion to advance, alter, or refresh the Service. For substantial modifications materially reducing essential Service capabilities, we will furnish minimum 30 days' preliminary written communication. Absent provision of reasonable workarounds or alternatives, Customer may discontinue the impacted Order segment and obtain proportional reimbursement of advance-paid charges for unutilized periods. Capabilities labeled experimental, preview, or beta receive as-is provision and may undergo alteration or retirement without advance warning.

2. Key Terminology #

• Customer Content: Complete spectrum of audio captures, video recordings, display-sharing materials, messaging exchanges, session metadata, and any content uploaded or capture-authorized by Customer, inclusive of resultant transcription outputs.
• Insights: Complete range of analytical products, intelligence reports, condensed narratives, participation metrics, behavioral evaluations, visualization dashboards, and comparable outputs generated through Service processing of Customer Content.
• Subprocessors: External service organizations contracted by Nonverbia to support Service delivery infrastructure.

3. Property Rights, Usage Licenses & Platform Advancement #

3.1 Property Allocation #

Between contracting parties, Customer preserves complete ownership, legal title, and proprietary interest in Customer Content. Nonverbia preserves complete ownership, legal title, and proprietary interest in the Service, foundational software, computational algorithms, architectural designs, reference documentation, and all related intellectual property assets.

3.2 Operational Processing License #

Customer grants Nonverbia a global, non-exclusive, zero-royalty license to accommodate, retain, process, evaluate, transmit, present, and otherwise manage Customer Content exclusively for delivering, protecting, supporting, and advancing the Service per this agreement's provisions.

3.3 Intelligence Application Rights #

Subject to Customer's complete satisfaction of financial obligations, Nonverbia extends to Customer a perpetual (persisting beyond termination), global, non-exclusive, zero-royalty license to employ, duplicate, and disseminate Insights for Customer's internal organizational applications.

3.4 Platform Refinement Activities #

Nonverbia may employ compiled and/or anonymized datasets for Service advancement objectives. Nonverbia will abstain from employing identifiable Customer Content for developing computational models serving Nonverbia's autonomous business objectives absent Customer's explicit opt-in consent (communicated via Order or administrative interface selections).

3.5 Performance Intelligence & User Input #

Service operational metrics, performance analytics, and any input, recommendations, or proposals furnished by Customer constitute Nonverbia Confidential Information. Customer extends Nonverbia a perpetual, irrevocable, zero-royalty entitlement to leverage all user input for any commercial objective.

4. Prohibited Conduct & Usage Constraints #

Customer and Authorized Users must refrain from: (a) reverse-engineering, decompiling, disassembling, or attempting source code derivation from the Service or fabricating derivative products; (b) bypassing, neutralizing, or disrupting security protocols, usage constraints, or authorization barriers; (c) introducing harmful code, malicious software, or destructive elements; (d) deploying the Service contrary to governing legislation, third-party proprietary rights, or external platform usage policies; (e) implementing the Service for hazardous applications or mission-critical operations where malfunction could generate fatalities, bodily harm, or ecological destruction; (f) commercially redistributing, leasing, renting, or otherwise granting Service access to external entities; (g) leveraging the Service for rendering exclusively algorithmic determinations producing legal ramifications or substantially significant individual impacts without instituting proper human supervision and protective measures; or (h) pursuing biometric recognition or individual authentication. The Service analyzes behavioral indicators to generate engagement and communication intelligence; it excludes unique personal identification capabilities.

5. Participant Communication, Recording Compliance & Authorization Acquisition #

5.1 Customer Responsibilities #

Customer operates as data controller for Customer Content and must deliver explicit, prominent preliminary warnings to all session participants and secure all legally mandated authorizations under governing frameworks (encompassing without restriction GDPR, ePrivacy regulations, and US jurisdictional recording consent statutes) preceding capture or analytical activity initiation. Platform-embedded notification templates and utilities serve solely as Customer convenience aids and exclude legal advisory services.

5.2 Nonverbia Presence Signals #

We activate in-session presence signals where conferencing infrastructure technically supports such displays (encompassing visual notification strips, automated entry messages, or observable bot participants). Certain platform vendors impose technical restrictions on presence signal capabilities; under such conditions, Customer retains full responsibility for communication and authorization compliance.

5.3 External Platform Adherence #

Customer must sustain compliance with usage terms and acceptable conduct frameworks of all external conferencing infrastructure providers (encompassing Zoom, Google Meet, Microsoft Teams, and comparable platforms). Platform vendor policy transformations or availability determinations may influence Service capabilities; Nonverbia bears no accountability for external platform vendors' choices or conduct.

6. Information Protection Infrastructure #

Nonverbia establishes and sustains comprehensive technical and organizational protection protocols engineered to shield personal information and Customer Content from illegitimate access, inadvertent loss, unlawful elimination, modification, or exposure. These protocols encompass but exclude limitation to: cryptographic safeguards for transmission and storage states, identity verification and authorization frameworks, continuous monitoring and logging systems, automated redundancy operations, vulnerability detection and correction initiatives, and protected software development lifecycle methodologies. Upon reasonable request, Nonverbia will furnish summarized descriptions of deployed protection mechanisms. Customer bears accountability for protecting its proprietary systems, safeguarding verification credentials, and appropriately establishing platform parameters.

7. Privacy Framework, Data Protection & Cross-Border Movement #

7.1 Control-Processing Dynamic #

Concerning Customer Content, Customer operates as data controller with Nonverbia operating as data processor pursuant to GDPR and parallel European data protection frameworks. For platform administration, financial operations, and promotional data, each party functions as autonomous data controller. Per California Consumer Privacy Act and parallel US state privacy legislation, Nonverbia operates as Service Provider/Processor for Customer Content.

7.2 Processing Entity Obligations #

Nonverbia undertakes to: (a) handle personal information exclusively per documented Customer directives (comprising this agreement, the Order, and Customer's platform settings); (b) ensure personnel handling personal information accept confidentiality commitments; (c) establish and preserve protection measures outlined in §6; (d) furnish reasonable support to Customer in addressing data subject entitlement requests and executing Data Protection Impact Assessments and supervisory authority consultations; (e) provide information reasonably necessary for demonstrating GDPR adherence (encompassing external audit documentation and certifications where accessible); (f) allow reasonable audits with minimum 30 days' preliminary notification, executed during standard operational hours under confidentiality commitments (remote audits and autonomous evaluation documentation may fulfill this obligation); and (g) abstain from commercial information sale or sharing and avoid deploying such information for cross-contextual behavioral targeting objectives.

7.3 Protection Incident Communication #

Nonverbia will alert Customer regarding any personal information breach promptly and invariably within 48 hours of incident awareness, furnishing accessible intelligence regarding incident characteristics, probable ramifications, and executed countermeasures, with continuing updates as supplementary intelligence emerges.

7.4 Auxiliary Processor Deployment #

Nonverbia may contract with evaluated auxiliary processors under written commitments establishing data protection responsibilities matching or surpassing those herein; Nonverbia preserves complete accountability for auxiliary processor execution. Nonverbia maintains current auxiliary processor documentation and will furnish Customer with minimum 15-day preliminary written notification of new auxiliary processor additions, accompanied by reasonable objection entitlements. When legitimate concerns resist resolution through constructive negotiation, Customer may discontinue affected Service segments and secure proportional reimbursement of advance-paid charges for unutilized periods.

7.5 International Information Movement #

For personal information transfers departing the EEA, United Kingdom, or Switzerland toward territories absent adequacy determinations, Nonverbia will deploy lawful transfer instruments encompassing EU Standard Contractual Clauses (Commission Implementing Decision 2021/914) — employing Modules 2 and/or 3 as contextually appropriate — combined with UK International Data Transfer Addendum and Swiss modifications as required. The Standard Contractual Clauses incorporate by reference into this agreement and shall govern in conflict situations regarding cross-border personal information transfers.

7.6 Customer Data Protection Duties #

Customer shall: deliver all legally adequate warnings to data subjects and acquire necessary permissions; establish the Service to minimize personal information handling where reasonably achievable; abstain from introducing special category personal information absent strict necessity for legitimate organizational objectives and lawful authorization; and avoid deploying the Service for fabricating biometric identifiers or rendering exclusively algorithmic determinations with legal or substantially significant individual effects.

8. Information Preservation, Extraction Rights & Elimination #

During the subscription period and for 30 days subsequent to conclusion or expiration, Customer may extract Customer Content and Insights via standard file formats (encompassing MP4, WAV, VTT, CSV, JSON, PDF). Following this extraction interval's expiration, Nonverbia will eliminate or permanently anonymize all remaining Customer Content and Insights absent legal preservation mandates, audit necessities, or active dispute resolution requirements. Archive duplicates may persist for restricted durations per our established archive preservation protocols before undergoing replacement.

9. Financial Obligations, Settlement Terms & Revenue Assessment #

9.1 Pricing Framework & Denomination #

Relevant charges, subscription duration, licensed volumes, and plan capability inclusions appear within the Order. Absent alternative Order specifications, subscription charges require advance settlement; consumption-dependent charges and excess fees receive arrears billing. Financial documents may employ CZK, EUR, or USD denomination per Order designation.

9.2 Revenue Assessments & Governmental Charges #

All specified charges exclude value-added assessment, commercial transaction assessment, consumption assessment, retention assessment, and comparable governmental impositions (excluding assessments derived from Nonverbia's net revenue). Nonverbia will append relevant assessments to financial documents where legally mandated.

9.3 Settlement Responsibilities & Delinquency Charges #

Settlement becomes due within 14 days of financial document issuance absent alternative Order payment provisions. Overdue sums will accumulate interest at statutory default rates per Czech Civil Code specifications or 1.5% monthly (selecting greater amount, not surpassing maximum lawful rate), plus reasonable recovery expenses incurred. Following written Customer notification, Nonverbia may suspend Service access for accounts maintaining overdue balances.

9.4 Payment Evasion Prohibition #

All Service utilization charges must receive direct settlement to Nonverbia per Order provisions. Customer shall not circumvent or evade the Service to escape settled charge obligations.

10. Service Reliability & Client Assistance #

10.1 Availability Objective #

Nonverbia pursues 99.5% monthly platform availability, excluding scheduled maintenance intervals (receiving advance notification), force majeure circumstances, and disruptions originating from external platform vendor failures.

10.2 Service Compensation (Sole Remedy) #

When monthly availability descends below the 99.5% objective, Customer may seek service compensation equivalent to 5% of monthly subscription charges for each complete 0.5% beneath the objective threshold, with maximum compensation of 20% of monthly charges for that calendar month. Compensation claims require submission within 30 days subsequent to affected month conclusion.

10.3 Assistance Response Objectives #

Priority 1 (platform unavailability): preliminary response within 2 operational hours. Priority 2 (compromised capabilities): preliminary response within 8 operational hours. Priority 3 (standard questions): preliminary response within 1 operational day.

11. Confidential Information Safeguarding #

11.1 Confidential Information Characterization #

"Confidential Information" encompasses non-public intelligence disclosed between parties that receives confidentiality marking or would reasonably warrant confidential treatment given intelligence characteristics and disclosure circumstances. This encompasses Customer Content; and regarding Nonverbia, the Service's capabilities, functionalities, performance indicators, and development trajectories. Confidential Information excludes intelligence that: (i) achieves or becomes publicly accessible absent agreement violation; (ii) underwent independent development without referencing disclosing party Confidential Information; or (iii) received lawful acquisition from external sources unbound by confidentiality commitments.

11.2 Safeguarding Responsibilities #

Receiving parties shall: (a) deploy Confidential Information exclusively for satisfying agreement responsibilities or exercising agreement entitlements; (b) safeguard such intelligence employing minimum reasonable precautions; (c) restrict disclosure to workforce members, consultants, and auxiliary processors possessing legitimate knowledge requirements and accepting confidentiality commitments; and (d) return or eliminate Confidential Information upon written demand, subject to legal preservation obligations. When disclosure receives legal or judicial compulsion, receiving parties will furnish preliminary notification to disclosing parties where legally authorized.

12. Indemnification Responsibilities #

12.1 Nonverbia Intellectual Property Indemnification #

Nonverbia will defend Customer from external assertions claiming the Service (as furnished by Nonverbia per this agreement) infringes or misappropriates external intellectual property entitlements, and will either: (i) secure necessary entitlements for Customer's sustained utilization; (ii) alter or substitute the Service for eliminating infringement while delivering substantially parallel capabilities; or (iii) when options (i) and (ii) prove commercially impractical, reimburse advance-paid charges for affected remaining subscription duration and discontinue infringing capabilities. This indemnification excludes assertions deriving from: (A) Service combination with non-Nonverbia products or solutions; (B) Customer-executed Service alterations; (C) utilization contradicting documentation or agreement provisions; or (D) adherence to Customer-furnished specifications or demands.

12.2 Customer Indemnification #

Customer will defend and indemnify Nonverbia from external assertions deriving from: Customer Content; Customer's failure to furnish legally sufficient warnings or acquire mandated permissions; or Customer's Service deployment violating governing legislation or agreement provisions.

12.3 Indemnification Protocols #

Indemnified parties must furnish: (i) prompt written assertion notification; (ii) reasonable defense cooperation; and (iii) exclusive defense and settlement authority to indemnifying parties (at indemnifying party expense). Indemnifying parties shall not resolve any assertion imposing responsibilities on indemnified parties absent preliminary written authorization.

13. Representations & Disclaimer Provisions #

Each party represents and confirms possessing complete legal capacity to execute and discharge agreement responsibilities. ABSENT EXPRESS PROVISIONS HEREIN, THE SERVICE AND ALL INSIGHTS RECEIVE "AS IS" AND "AS AVAILABLE" PROVISION EXCLUDING WARRANTIES OF ANY CHARACTER, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ALTERNATIVE. NONVERBIA EXPLICITLY DISCLAIMS ALL WARRANTIES ENCOMPASSING BUT EXCLUDING LIMITATION TO IMPLIED WARRANTIES OF COMMERCIAL VIABILITY, SUITABILITY FOR SPECIFIC OBJECTIVES, NON-VIOLATION, PRECISION, DEPENDABILITY, AND CONTINUOUS OR ERROR-FREE PERFORMANCE. Customer preserves exclusive accountability for Intelligence deployment in organizational workflows and determination processes.

14. Accountability Restrictions #

TO MAXIMUM EXTENT GOVERNING LEGISLATION PERMITS:

• Indirect Damage Exclusion. Neither party bears accountability for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for profit loss, revenue loss, commercial opportunity loss, reputation loss, information loss, or anticipated savings loss, whether or not foreseeable and independent of legal theory.
• Cumulative Accountability Ceiling. Each party's aggregate cumulative accountability deriving from or relating to this agreement, whether contractual, tortious, or alternative, shall not surpass aggregate charges settled or settleable by Customer to Nonverbia throughout the 12-month interval immediately preceding the accountability-generating occurrence.
• Ceiling Exemptions. The preceding accountability ceiling excludes application to: (a) sums owed per §12 intellectual property indemnification responsibilities; (b) confidentiality responsibility violations; (c) unsettled charges; (d) deliberate misconduct or fraudulent conduct; and (e) data protection violations resulting from party material §7 violations, which receive ceiling treatment at twice (2×) charges settled or settleable throughout the 12-month interval preceding violation (absent higher ceiling mandate by governing data protection legislation). Accountability that governing legislation prevents limiting or excluding receives no limitation or exclusion through this provision.

15. Duration, Renewal, Suspension & Conclusion #

15.1 Initial Duration & Automatic Extension #

Initial subscription duration appears within the Order and will automatically extend for successive intervals of parallel duration absent either party furnishing written non-renewal notification minimum 30 days preceding then-current duration conclusion. Charge modifications for renewal intervals receive communication minimum 30 days preceding renewal effectiveness.

15.2 Service Suspension Authorities #

Nonverbia may suspend Customer's Service access: (i) for overdue settlement responsibilities following written notification; (ii) to neutralize security threats or weaknesses; or (iii) to prevent unlawful Service deployment. Access receives prompt reinstatement upon foundational issue resolution.

15.3 Material Violation Conclusion #

Either party may conclude this agreement for the alternative party's material violation persisting uncorrected for 30 days subsequent to written notification specifying violation (or 10 days for settlement defaults), or when the alternative party becomes subject to insolvency procedures or executes general creditor benefit assignments.

15.4 Post-Conclusion Consequences #

Upon conclusion or expiration: Customer must immediately terminate all Service utilization; information handling procedures established in §8 shall govern; and provisions that inherently contemplate conclusion survival (encompassing §§2–4, 6–14, 16–19) shall persist with complete effectiveness.

16. Promotional Activities & Public Acknowledgment #

Contingent upon preliminary written authorization (email authorization proves sufficient), each party may acknowledge the alternative as client or solution provider in promotional and marketing content. Either party may revoke authorization anytime upon written notification.

17. Regulatory Adherence (Export Governance, Sanctions & Anti-Corruption) #

Each party shall maintain adherence to all governing export governance frameworks, economic sanction legislation, and anti-corruption statutes (encompassing the U.S. Foreign Corrupt Practices Act and UK Bribery Act). Customer shall not authorize Service access or deployment violating such legislation and frameworks.

18. Governing Legislation & Jurisdictional Authority #

18.1 Controlling Legislation #

This agreement shall receive governance by and interpretation according to the substantive legislation of the Czech Republic, excluding its conflict-of-laws doctrines. The parties irrevocably accept exclusive jurisdictional authority of tribunals situated in Prague, Czech Republic for adjudicating any controversies deriving from or relating to this agreement.

18.2 Linguistic Authority #

The English linguistic iteration of this agreement shall constitute the authoritative and governing edition. Any translation receives provision exclusively for convenience and shall exclude binding effect.

19. Terms Modifications #

Nonverbia preserves authority to revise or alter these Terms periodically. Substantial modifications become effective 30 days subsequent to notification via email or platform communication. Sustained Service utilization subsequent to effectiveness constitutes binding acceptance of altered Terms. When substantial modification materially diminishes Customer entitlements absent legal, regulatory, or security rationale, Customer may conclude the affected Order and secure proportional reimbursement of advance-paid charges for unutilized periods.

20. Supplementary Provisions #

Precedence Hierarchy: Upon conflict occurrence, the Order governs over this agreement, which governs over the Privacy Policy. Transfer Rights: Customer may not transfer this agreement absent Nonverbia's preliminary written authorization (not unreasonably denied); Nonverbia may transfer to affiliated entities or through organizational combinations, capital transactions, or substantial asset dispositions. Uncontrollable Events: Neither party bears accountability for performance delays or failures attributable to circumstances transcending its reasonable governance. Autonomous Contractors: The parties represent autonomous contractors; this agreement excludes creation of partnership, collaborative venture, or employment relationships. Severability: When any provision receives invalidity or unenforceability determination, remaining provisions shall preserve complete effectiveness. Non-Waiver: Enforcement failure regarding any provision excludes waiver constitution. Complete Understanding: This agreement (encompassing the Order and Privacy Policy incorporated by reference) constitutes the comprehensive understanding regarding the Service and supersedes all preceding or contemporaneous understandings and agreements; purchase order provisions and conditions exclude application. Communications: Legal notifications shall receive transmission via email to addresses designated in the Order or Customer account parameters, or delivery through platform communications; notifications receive receipt treatment when transmitted (absent delivery malfunction occurrence) or when platform-posted.

21. Mobile Applications & App Store Terms #

21.1 Scope #

Nonverbia makes the Service available through mobile applications for iOS and Android (each, an "App"), distributed via the Apple App Store and Google Play (each, a "Store Provider"). This §21 supplements these Terms for use of the Apps and controls over any conflicting provision solely as necessary to comply with the applicable Store Provider's requirements.

21.2 Relationship to Store Providers #

These Terms are concluded between Customer (and its Authorized Users) and Nonverbia only, not with any Store Provider. Nonverbia is solely responsible for the Apps and their content; the Store Providers have no maintenance, support, or warranty obligation whatsoever with respect to the Apps. Use of each App is also subject to the applicable Store Provider's terms and usage rules (including the Apple Media Services Terms and Conditions and the Google Play Terms of Service), and the license in §1.3 is limited to use of the App on a device that Customer or the Authorized User owns or controls, as permitted by those rules.

21.3 Claims #

Nonverbia, not the Store Providers, is responsible for the Apps and for addressing any claim of Customer, an Authorized User, or a third party relating to the Apps, including product liability, legal or regulatory non-compliance, consumer-protection, privacy, and third-party intellectual-property claims — all subject to §§12–14. For an App obtained via the Apple App Store, if it fails to conform to any applicable warranty, the Authorized User may notify Apple for a refund of the purchase price (if any); Apple has no other warranty obligation.

21.4 Legal Compliance #

Each Authorized User represents that it is not located in a country subject to a U.S. Government embargo or designated "terrorist supporting," and is not listed on any U.S. Government prohibited- or restricted-parties list.

21.5 Third-Party Beneficiary #

Customer and each Authorized User agree that the Store Providers and their subsidiaries are third-party beneficiaries of these Terms as they relate to the Apps, with the right to enforce these Terms against Customer and its Authorized Users. Questions, complaints, or claims with respect to the Apps should be directed to Nonverbia at support@nonverbia.com.