1. The Agreement

These Terms of Service (the "Terms") are a binding agreement between Prosody AI, Inc., a Delaware corporation ("Prosody AI," "we," "us"), and the entity or person accessing or using the Services ("Customer," "you"). By creating an account, executing an Order Form that references these Terms, or accessing or using the Services, you accept these Terms. If you accept on behalf of an organization, you represent that you have authority to bind that organization, and "Customer" refers to that organization.

If you and Prosody AI have executed a separate written agreement covering the Services, that agreement controls to the extent it conflicts with these Terms.

2. Definitions

"Services" means Prosody AI's prosodic analysis and voice agent steering products, including the APIs, streaming endpoints, dashboard, SDKs, and Documentation.
"Customer Data" means data submitted to the Services by or on behalf of Customer, including audio, video, transcripts, and metadata.
"Voice Data" means Customer Data consisting of or derived from a person's voice, including recordings, transcripts, and acoustic measurements.
"Voice Profile" means a numerical representation derived from a person's voice that the Services use to distinguish speakers and recognize a returning speaker within Customer's account. A Voice Profile may constitute a biometric identifier under applicable law.
"End User" means any individual whose voice or data is processed through Customer's use of the Services, including Customer's employees, agents, callers, and customers.
"Output" means analysis results the Services return to Customer, including tone timelines, per-speaker measurements, turns, and steering directives.
"Order Form" means an ordering document or online purchase flow specifying Services, quantities, and fees.

3. The Services

Subject to these Terms and payment of applicable fees, Prosody AI grants Customer a non-exclusive, non-transferable right during the term to access and use the Services for Customer's internal business purposes in accordance with the Documentation.

We may modify the Services, provided material reductions in core functionality will be preceded by reasonable notice. Features identified as beta, preview, or experimental are provided as-is, may be changed or withdrawn at any time, and are excluded from any service commitments.

4. Accounts, API Keys, and Security

Customer is responsible for its account, for maintaining the confidentiality of API keys and credentials, and for all activity under them. Customer will notify us promptly at security@prosodyai.app of any suspected unauthorized access. We may suspend access to protect the Services, Customer, or End Users from a security risk, to prevent unlawful use, or for material nonpayment, and will restore access once the cause is resolved.

5. Customer Data; License; Model Training

5.1 Ownership. Customer retains all right, title, and interest in Customer Data. Prosody AI retains all right, title, and interest in the Services, including all models, software, and improvements.

5.2 License to Prosody AI. Customer grants Prosody AI a worldwide, non-exclusive license to host, process, transmit, and display Customer Data, and to create derived data (including Voice Profiles and Outputs), (a) to provide, secure, and support the Services; (b) to comply with law; and (c) to train, evaluate, and improve Prosody AI's models, algorithms, and services.

5.3 Model training. For clarity, Prosody AI uses Customer Data, Voice Data, and derived data to train and improve its models as described in the Privacy Policy. Models improved through training are and remain the exclusive property of Prosody AI. Customers requiring restricted data-use terms may execute an Order Form or addendum providing for them.

5.4 Output. Prosody AI grants Customer a perpetual, non-exclusive license to use Output for Customer's internal business purposes. Customer may not use Output to train a model that competes with the Services.

5.5 Feedback. If Customer provides feedback, Prosody AI may use it without restriction or obligation.

6. Customer Obligations; Required Notices and Consents

Customer controls whose audio enters the Services. Customer is solely responsible for the lawfulness of that submission, and represents and warrants that, for every End User, Customer has and will maintain:

all notices and consents required by call-recording, wiretap, and communication-interception laws in every applicable jurisdiction, including two-party-consent jurisdictions;
where required by biometric privacy laws (including the Illinois Biometric Information Privacy Act, the Texas Capture or Use of Biometric Identifier Act, and Washington's biometric statute), a written release obtained before voice authentication enrollment, covering the collection, storage, use, retention, and destruction of the voiceprint;
a lawful basis under data protection law (including GDPR Article 9 where it applies) for all processing described in the Privacy Policy; and
records of the foregoing, which Customer will provide to Prosody AI on reasonable request.

Customer will not, and will not permit any third party to:

submit audio it lacks the legal right to process;
use the Services to identify, track, or surveil individuals without lawful authority;
use the Services to impersonate any person or to deceive any person about who is speaking;
knowingly submit audio of children under 13 (or the equivalent age of consent under applicable law) except as permitted by law;
use the Services in violation of any applicable law or these Terms.

7. Voice Profiles and Biometric Data

The Services derive Voice Profiles to distinguish speakers and recognize returning speakers within Customer's account. Voice Profiles are scoped to Customer's organization and are never shared across customers. Prosody AI does not and will not sell, lease, or trade Voice Profiles or biometric information.

Customer can delete individual Voice Profiles and associated speaker records through the Services at any time, and can request deletion of all Customer data under Section 9. The public Zero Data Retention Voice Authentication Policy establishes the retention schedule and permanent-destruction guidelines.

8. Voice Synthesis

Where the Services offer voice synthesis or voice reference capture, those features operate only under an explicit, revocable consent grant from the person whose voice is captured, with a defined retention period. Reference recordings are deleted when the consent grant expires or is withdrawn. Customer will not use synthesis features to imitate any person's voice without that person's documented consent, and will not use synthesized speech to defraud or mislead any person about the speaker's identity.

9. Retention, Deletion, and Effect of Termination

Session data is retained according to Customer's configured retention policy. Customer may delete individual speaker records through the Services and may request deletion of all Customer Data, Voice Profiles, and derived data at any time by contacting privacy@prosodyai.app. Verified deletion requests are completed within 30 days.

Upon termination or expiration of the agreement, Prosody AI will delete Customer Data, Voice Profiles, and derived data within 30 days, except copies retained as required by law, which remain subject to these Terms. Deletion removes data from active systems and backups on their expiry cycle; it does not retract training already incorporated into a model before the deletion date.

10. Fees and Payment

Customer will pay the fees specified in the applicable Order Form or pricing plan. Except as expressly stated, fees are non-refundable. Unless otherwise agreed, invoiced amounts are due within 30 days of the invoice date; late amounts accrue interest at the lesser of 1.5% per month or the maximum lawful rate. Fees are exclusive of taxes, which Customer is responsible for (excluding taxes on Prosody AI's income). API access is subject to the rate limits and quotas of Customer's plan; exceeding them may result in throttling or suspension.

11. Intellectual Property; Restrictions

Prosody AI and its licensors own the Services, models, software, APIs, and Documentation, and all related intellectual property. No rights are granted except as expressly stated. Customer will not:

reverse engineer, decompile, or attempt to extract the models, weights, or algorithms underlying the Services;
resell, sublicense, or redistribute the Services or API access without written permission;
access the Services to build a competing product, or use Output to train a competing model;
circumvent usage limits, security controls, or tenant isolation.

12. Confidentiality

Each party will protect the other's non-public information disclosed in connection with the Services ("Confidential Information") with at least reasonable care, use it only to perform under these Terms, and not disclose it except to personnel and advisors bound by confidentiality obligations, or as required by law with prompt notice where lawful. Confidential Information excludes information that is public through no fault of the recipient, already known without restriction, independently developed, or rightfully received from a third party.

13. Warranties and Disclaimers

Each party represents that it has the authority to enter into these Terms. Prosody AI warrants that it provides the Services using commercially reasonable skill and care.

EXCEPT AS EXPRESSLY STATED, THE SERVICES AND OUTPUT ARE PROVIDED "AS IS" AND PROSODY AI DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. OUTPUT IS PROBABILISTIC ANALYSIS OF ACOUSTIC SIGNALS; PROSODY AI DOES NOT WARRANT THAT OUTPUT IS ACCURATE, COMPLETE, OR SUITABLE AS THE SOLE BASIS FOR ANY DECISION ABOUT AN INDIVIDUAL, AND THE SERVICES ARE NOT LEGAL OR COMPLIANCE ADVICE.

14. Indemnification

14.1 By Customer. Customer will defend and indemnify Prosody AI against third-party claims, and pay resulting damages, penalties, and reasonable costs, arising from (a) Customer Data; (b) Customer's failure to provide a notice or obtain a consent or release required by Section 6, including claims under biometric privacy, wiretap, or call-recording laws; or (c) Customer's use of the Services in violation of law or these Terms.

14.2 By Prosody AI. Prosody AI will defend and indemnify Customer against third-party claims that the Services, as provided and used in accordance with these Terms, infringe a third party's intellectual property rights, and pay resulting damages and reasonable costs. This obligation does not apply to claims arising from Customer Data, combinations with items not provided by Prosody AI, or use in violation of these Terms. If the Services are enjoined, Prosody AI may procure the right to continue, modify the Services to be non-infringing, or terminate and refund prepaid unused fees.

14.3 Procedure. The indemnified party must give prompt notice, sole control of the defense to the indemnifying party, and reasonable cooperation.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, EVEN IF ADVISED OF THEIR POSSIBILITY; AND (B) EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS IS LIMITED TO THE FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

THE LIMITS IN THIS SECTION DO NOT APPLY TO CUSTOMER'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 14.1, EITHER PARTY'S BREACH OF SECTION 12, CUSTOMER'S PAYMENT OBLIGATIONS, OR A PARTY'S WILLFUL MISCONDUCT.

16. Term and Termination

These Terms apply from Customer's first acceptance until all subscriptions expire or the agreement is terminated. Either party may terminate for material breach not cured within 30 days of written notice, or immediately if the other party becomes insolvent. Customer may stop using the Services at any time; fees accrued remain due. Upon termination, Customer's access ends and Section 9 governs data deletion. Sections 5.3 through 5.5, 9, and 11 through 18 survive termination.

17. Governing Law and Disputes

These Terms are governed by the laws of the State of Delaware, excluding its conflict-of-laws rules. The state and federal courts located in Delaware have exclusive jurisdiction over disputes arising out of these Terms, and each party consents to personal jurisdiction and venue there. EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL. Either party may seek injunctive relief in any court of competent jurisdiction to protect intellectual property or Confidential Information.

18. General

Assignment. Neither party may assign these Terms without the other's consent, except to a successor in a merger, acquisition, or sale of substantially all assets, with notice.
Notices. Legal notices to Prosody AI go to legal@prosodyai.app; notices to Customer go to the account owner's email. Notice is effective on receipt.
Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.
Relationship. The parties are independent contractors. There are no third-party beneficiaries.
Severability; waiver. If a provision is unenforceable, the remainder stays in effect. Failure to enforce a provision is not a waiver.
Export. Customer will comply with applicable export control and sanctions laws.
Changes. We may update these Terms; material changes take effect no sooner than 30 days after notice, except changes required by law. Continued use after the effective date constitutes acceptance.
Entire agreement. These Terms, the Privacy Policy, and any Order Forms are the entire agreement regarding the Services and supersede prior discussions.

19. Contact

Prosody AI, Inc. For questions about these Terms, contact legal@prosodyai.app