CONVOV TERMS OF SERVICE

1.1. Platform Overview

Convov provides a cloud-based software platform designed to automatically populate your CRM from sales call transcripts by processing meeting recordings from your meeting and communication platforms and extracting structured sales data for synchronization with CRM systems such as Salesforce and HubSpot. Any content, data, information, or materials you or your authorized users post, upload, transmit, share, store, or otherwise make available through the Platform is termed "Customer Content." You are solely responsible for all Customer Content you provide. The Platform may also incorporate templates, guides, documentation, and other information to assist your use ("Convov Materials"). You will not receive or have access to the underlying source code or compiled code of the software that powers the Platform (the "Software").

1.2. Access Grant

Subject to your full compliance with these Terms and payment of applicable fees, Convov grants you a limited, non-exclusive, non-sublicensable, non-transferable right to access and use the Platform during your subscription term ("Subscription Term"). This access is solely for your internal business operations and is restricted to individuals you authorize ("Users"). The number of Users is limited to the number of licenses in your paid subscription plan.

1.3. Convov's Intellectual Property

Convov and its licensors own and retain all right, title, and interest, including all intellectual property rights (patents, copyrights, trademarks, trade secrets), in and to the Platform, Software, Convov Materials, and any technology, know-how, or derivative works related thereto, including any modifications, enhancements, or updates ("Convov IP"). No rights or licenses are granted to you by implication or otherwise, except as expressly set forth in these Terms.

1.4. User Management

You may designate certain Users as administrators with additional permissions to manage other Users and Platform settings. You are solely responsible for configuring and managing all user permissions and access levels. Convov bears no responsibility for managing user permissions and assumes no liability for permission settings you implement. You are fully responsible for any breach of these Terms by your Users.

2.1. Your Responsibilities

You are responsible for all activities conducted under your User accounts and for ensuring compliance with all applicable laws regarding call recording, transcript processing, and data privacy. You must obtain all necessary consents for recording calls and processing transcripts as required by applicable law in your jurisdiction. You will ensure your Users understand and comply with these Terms, and you remain liable for any breach by your Users.

2.2. Prohibited Uses

You agree not to, and not to permit Users or third parties to: (a) copy, modify, reverse engineer, decompile, or create derivative works of the Platform or Convov IP; (b) sell, resell, license, or commercially exploit the Platform except as expressly permitted; (c) remove or alter any proprietary notices or Convov branding; (d) violate any applicable laws or regulations; (e) attempt unauthorized access, interference, or security testing of the Platform; (f) use the Platform to develop competing products or services; (g) transmit harmful code, malware, or viruses; (h) process illegal content or violate third-party rights; or (i) exceed usage limits or attempt to circumvent Platform restrictions.

2.3. Service Suspension

Convov may suspend your access if we reasonably determine your use threatens Platform security, violates these Terms, or causes harm to other users. We will attempt to provide notice and opportunity to cure before suspension where practicable, but reserve the right to suspend immediately for severe violations or security threats.

3.1. Third-Party Services

The Platform integrates with third-party services including CRM platforms, meeting and communication services, AI processing services, and other providers ("Third-Party Services"). Your use of Third-Party Services requires separate agreements with those providers and is subject to their terms. You represent that you have necessary rights to connect these services to the Platform and provide any required credentials or access permissions.

3.2. Third-Party Service Dependencies

Convov is not responsible for Third-Party Services' availability, functionality, performance, or compliance with their terms. If Third-Party Services become unavailable, change their terms, modify their APIs, or otherwise affect Platform functionality, Convov will use commercially reasonable efforts to maintain Platform operations but cannot guarantee continued integration or functionality. You acknowledge that Platform features dependent on Third-Party Services may be limited or unavailable due to factors outside Convov's control.

3.3. Third-Party Service Disclaimers

CONVOV EXPRESSLY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS REGARDING THIRD-PARTY SERVICES. Issues with Third-Party Services must be resolved directly with the respective providers. Your use of Third-Party Services is entirely at your own risk, and Convov has no liability for any issues, data loss, service interruptions, or other problems arising from Third-Party Services.

4.1. Subscription Fees

You agree to pay subscription fees ("Fees") as follows: $129 per user per month for monthly subscriptions, or $99 per user per month for annual subscriptions (billed annually). All Fees are in U.S. Dollars and are non-refundable except as expressly stated in these Terms. Payment obligations are non-cancelable during the Subscription Term. Convov may modify Fees with thirty (30) days' written notice, effective at your next renewal.

New accounts may receive a limited number of complimentary calls at the start of their subscription, as determined by Convov in its sole discretion. The exact number of complimentary calls may vary and is subject to change at any time without prior notice. Once the complimentary allotment is exhausted, standard Fees apply for all subsequent usage. Convov reserves the right to modify, suspend, or discontinue the complimentary call offering at any time. You acknowledge that the complimentary tier is provided as a courtesy and Convov has no obligation to maintain any specific number of free calls or to provide advance notice of changes thereto.

4.2. Payment Processing

Convov uses Stripe and other payment processors to handle billing. You authorize automatic charging of your payment method for all Fees, including recurring charges. You must maintain current and accurate payment information; failure to do so may result in service suspension. Payment processing is subject to the payment processor's terms in addition to these Terms. Convov may correct billing errors and retry failed payments, even after initial payment attempts.

4.3. Taxes

Fees exclude all taxes, duties, and governmental assessments ("Taxes"). You are responsible for all Taxes except those based on Convov's net income. If Convov is legally required to collect Taxes on your behalf, you will pay the invoiced amount unless you provide a valid tax exemption certificate from the appropriate authority. Each party is responsible for its own income-based taxes.

4.4. Late Payment and Disputes

Overdue payments may result in service suspension until payment is received. Convov may retry failed payments multiple times and assess late fees as permitted by law. Billing disputes must be raised within sixty (60) days of the statement date. After investigation, you must pay any legitimately owed amounts within ten (10) days of notification.

5.1. Subscription Term and Renewal

Your subscription begins when you register and pay applicable Fees, continuing for the selected term (monthly or annual). Subscriptions automatically renew for equivalent periods unless either party provides thirty (30) days' written notice of non-renewal before the current term expires. You may cancel by contacting legal@convov.com or through your account settings.

5.2. Termination for Cause

Either party may terminate these Terms immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days of receiving detailed written notice. Convov may also terminate immediately for violations of Acceptable Use provisions, non-payment after applicable grace periods, or activities that threaten Platform security or integrity.

5.3. Effect of Termination

Upon termination: (a) all rights and licenses granted to you immediately cease; (b) you must stop using the Platform; (c) Convov will delete your Customer Content immediately as part of our automatic data deletion policy; (d) you remain liable for all Fees accrued through termination; and (e) neither party owes refunds for prepaid fees except as expressly stated. You acknowledge that Convov has no obligation to retain Customer Content after termination.

5.4. Survival

Sections covering Convov's Intellectual Property, Fees and Payment Terms, Termination effects, Representations and Disclaimers, Limitation of Liability, Confidentiality, Data Management and Privacy, and Miscellaneous Provisions survive termination.

6.1. Your Representations

You represent and warrant that: (a) all Customer Content complies with applicable laws and regulations; (b) you have all necessary rights to provide Customer Content and connect Third-Party Services; (c) you have obtained all required consents for call recording and transcript processing; (d) your Platform use will not infringe third-party rights; (e) you have authority to enter these Terms and bind any entity you represent; and (f) your use will comply with all applicable privacy and data protection laws.

6.2. AI Processing Disclaimers

You acknowledge that the Platform uses artificial intelligence and machine learning to process transcripts and extract CRM data. While we strive for accuracy, AI processing may produce incomplete, inaccurate, or unexpected results. You are solely responsible for reviewing and verifying all AI-extracted data before using it for business decisions or syncing to CRM systems. Convov makes no guarantees about AI processing accuracy, completeness, or reliability. You assume all risks related to business decisions based on AI-processed information.

6.3. Platform Disclaimers

EXCEPT AS EXPRESSLY PROVIDED, THE PLATFORM AND ALL RELATED COMPONENTS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND. CONVOV EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CONVOV DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS. YOU ACKNOWLEDGE THAT INTERNET-BASED SERVICES ARE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN SUCH COMMUNICATIONS FACILITIES.

7.1. Damages Exclusion

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CONVOV SHALL NOT BE LIABLE FOR: (A) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES; (B) LOSS OF USE, DATA, BUSINESS, REVENUE, PROFITS, GOODWILL, OR ANTICIPATED SAVINGS; (C) SERVICE INTERRUPTIONS OR SUBSTITUTE SERVICE COSTS; (D) DAMAGES FROM INACCURATE AI PROCESSING, CRM SYNC ERRORS, OR BUSINESS DECISIONS BASED ON PLATFORM DATA; (E) THIRD-PARTY SERVICE FAILURES OR CHANGES; OR (F) ANY DAMAGES ARISING FROM DATA BREACHES, SECURITY INCIDENTS, OR UNAUTHORIZED ACCESS, WHETHER IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY.

7.2. Liability Cap

CONVOV'S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY. THIS LIMITATION APPLIES REGARDLESS OF THE CAUSE OF ACTION AND WHETHER CONVOV HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.3. Basis of Bargain

YOU ACKNOWLEDGE THAT THESE LIMITATIONS ARE ESSENTIAL ELEMENTS OF THE AGREEMENT AND THAT CONVOV WOULD NOT PROVIDE THE PLATFORM WITHOUT THESE LIMITATIONS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

8.1. Confidential Information

"Confidential Information" means non-public information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or should reasonably be understood as confidential. Convov's Confidential Information includes non-public Platform features, functionality, and performance. Your Confidential Information includes non-public Customer Content and account information. These Terms and any pricing information are mutual Confidential Information.

8.2. Protection Obligations

Each party will: (a) protect the other's Confidential Information with the same degree of care used for its own confidential information, but not less than reasonable care; (b) limit access to employees and contractors with a legitimate need to know who are bound by confidentiality obligations; (c) not disclose Confidential Information to third parties without prior written consent; and (d) not use Confidential Information except as permitted by these Terms.

8.3. Exceptions and Permitted Disclosure

Confidential Information excludes information that: (a) becomes publicly known through no breach of these Terms; (b) was known prior to disclosure without confidentiality obligations; (c) is received from a third party without breach of confidentiality; or (d) is independently developed without using Confidential Information. Either party may disclose Confidential Information if legally compelled, provided it gives reasonable advance notice and assistance if the disclosing party seeks protection.

9.1. Data Collection and Use

To provide the Platform, you and your Users may provide account information such as names, email addresses, organization details, and usage data ("Account Information"). You grant Convov the right to collect, store, and process Account Information as necessary to provide Platform services. You represent that you have obtained all necessary consents for Convov to process this information.

9.2. Customer Content License

You grant Convov a non-exclusive, worldwide, royalty-free license to use, process, transmit, and display Customer Content solely to provide Platform services. This includes temporarily storing and processing call transcripts and meeting metadata to extract CRM data. Except for this limited license, you retain all rights in Customer Content. Convov will not use Customer Content to train AI models or for any purpose other than providing Platform services.

9.3. Data Security and Retention

Convov implements reasonable administrative, technical, and physical safeguards to protect Customer Content and Account Information. However, no security measures are perfect, and you acknowledge the inherent risks of Internet-based services. Upon termination, Convov immediately deletes all Customer Content as part of our automatic data deletion policy. Meeting metadata may be retained for a brief period solely for billing and audit purposes before deletion.

9.4. Usage Analytics

Convov may collect anonymized, aggregated usage data about Platform performance and utilization that does not identify you, your Users, or disclose Customer Content. Convov may use such anonymized data for Platform improvement, benchmarking, and other legitimate business purposes.

11.1. Governing Law and Jurisdiction

These Terms are governed by Delaware law without regard to conflict of law principles. Any disputes will be resolved exclusively in state or federal courts located in Delaware, and both parties consent to such jurisdiction. Each party waives any right to jury trial for disputes related to these Terms.

11.2. Modifications

Convov may modify these Terms by providing thirty (30) days' written notice through the Platform or email. Continued use after the effective date constitutes acceptance of modified Terms. If you disagree with modifications, you may terminate your subscription before the effective date.

11.3. Assignment and Transfer

Neither party may assign these Terms without the other's written consent, except Convov may assign in connection with a merger, acquisition, or sale of substantially all assets. Any unauthorized assignment is void. These Terms bind and benefit permitted successors and assigns.

11.4. Force Majeure

Neither party is liable for delays or failures due to causes beyond reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, government actions, or failures of third-party providers, provided the affected party uses reasonable efforts to minimize impact and resume performance.

11.5. Notices

All notices must be in writing. Notices to Convov should be sent to legal@convov.com. Notices to you will be sent to your account email address or provided through the Platform. Notices are effective when delivered by email or through the Platform.

11.6. Severability

If any provision is held invalid or unenforceable, it will be modified to accomplish its intended purpose to the maximum extent permitted, and all other provisions remain in full effect.

11.7. Entire Agreement

These Terms constitute the complete agreement between the parties regarding the Platform and supersede all prior agreements and understandings. No terms in purchase orders or other customer documents will modify these Terms unless expressly agreed in writing by both parties.

11.8. Independent Contractors

The parties are independent contractors. These Terms create no partnership, joint venture, agency, or employment relationship between the parties.

11.9. Waiver

No failure to exercise any right constitutes a waiver of that right. Waivers must be in writing and signed by the waiving party.

11.10. Contact Information

For questions about these Terms, contact us at: