Thalovant Business Terms

1. Definitions

• Authorised User: any person you allow to use the Services under your account, such as your employees, contractors or officials.
• Customer Data: data that you, your Authorised Users or End Users submit to the Services, including utterance text, memory items, hub configuration and content you upload.
• DPA: our Data Processing Agreement, which forms part of these Business Terms.
• End User: a person who is not an Authorised User but talks to one of your hubs, for example a visitor, patron, client or resident.
• Order: the online checkout for a self-serve plan, or an order form or quote signed or accepted by both parties for a contact plan.
• Place: a physical site where you operate one or more hubs, such as a branch, office, shop, library or service point.
• Services: the Thalovant dashboard, hubs, skills, public hub catalogue, APIs, SDKs, MQTT and MCP endpoints, the Thalovant Voice desktop app, satellite software, and related support.

2. Agreement and authority

2.1 Parts of the agreement. Your agreement with us consists of these Business Terms, the DPA, the Acceptable Use Policy, the AI & Safety page, the End User Licence Agreement for our software, the Publisher Terms if you publish a public hub or skill, and your Order.

2.2 Order of precedence. If documents conflict, the order is: the Order (only where it expressly overrides a named section), the DPA (for personal information), these Business Terms, then the other documents.

2.3 Authority. The person who accepts these terms confirms that they are authorised to bind the Customer.

2.4 Business use. You confirm that you are ordering for business, professional, nonprofit or public-service purposes and not as a consumer. The consumer Terms of Service do not apply to Work plans.

3. Plans, eligibility and verification

3.1 Self-serve plans. Workspace, Business and Site Pack can be ordered online. Checkout asks for your organisation's name and its type (individual, company, nonprofit or public body), which you declare yourself. We do not ask for a business number.

3.2 Contact plans. Civic, Municipality, Pilot, Private Edge and Enterprise are ordered through an order form. We verify your organisation before a contact plan starts.

3.3 Eligibility. Site Pack is for organisations. Civic, Municipality and Pilot are for public bodies (for example, municipalities, libraries, schools, and government departments and agencies). If you declare a type that does not match your organisation, we may move you to the plan that fits, after telling you and giving you the choice to cancel.

3.4 Places and seats. Work plans are priced per place and include unlimited seats for Authorised Users. Site Pack can be extended with extra places up to the maximum shown on the pricing page.

3.5 Limits. Each plan has the limits shown on the pricing page or in the Order (for example hubs, runtime groups, clients, ACL policies, intents per day, public hubs and autoscaling hubs). When you reach a limit, the feature pauses or slows down until the limit resets or you upgrade; we do not charge overage fees unless the Order says so.

3.6 Pilot. A Pilot gives one Civic branch for 90 days for a one-time fee. If you sign a Civic subscription after the Pilot, 50% of the Pilot fee is credited against your first year of that subscription, on the conditions stated in the Order.

4. Fees, invoices and taxes

4.1 Fees. You pay the fees shown at checkout or in the Order. Fees are in Canadian dollars and exclude taxes. Annual prices for self-serve plans are about ten times the monthly price; the exact amount is shown at checkout.

4.2 Payment. Self-serve plans are charged to your card in advance for each billing period. Contact plans are invoiced in advance, payable within 30 days of the invoice date unless the Order says otherwise. Stripe processes payments and, where the checkout says so, acts as merchant of record for the sale.

4.3 Taxes. You pay all applicable sales, use, goods and services and value-added taxes. If you give us a valid tax registration or exemption, we apply it where the law allows. If you must withhold tax, you gross up the payment so that we receive the full fee, unless the law prevents this.

4.4 Invoices. We issue invoices or receipts for every charge, showing the taxes charged. Contact the address in section 20 if you need a purchase order number on your invoices.

4.5 Late payment. If an undisputed amount is more than 30 days overdue, we may, after giving you at least 10 days' written notice, suspend the Services until payment is received. If you dispute an invoice in good faith, tell us within 30 days of receiving it and pay the undisputed part.

4.6 Price changes. We may change prices for renewal terms by telling you at least 30 days before the renewal. Prices do not change during a paid term unless the Order says so.

5. Term, renewal and cancellation

5.1 Term. Self-serve plans run month to month or year to year, as you choose at checkout. Contact plans run for the term in the Order.

5.2 Renewal. Subscriptions renew automatically for the same period unless either party cancels before the end of the current term. For public bodies whose procurement rules require a new purchase order or approval for each term, the subscription renews only when that is provided.

5.3 Cancellation. You can cancel a self-serve plan at any time in the dashboard; it ends at the end of the current billing period. Fees already paid are non-refundable except as stated in these terms or the Order.

6. Beta services and service levels

6.1 Beta. The Services are currently offered as a beta. Features, interfaces and limits may change as we develop them.

6.2 No service level agreement. During the beta, we do not commit to any level of availability, response time or support response, and no service credits apply, unless your Order includes a written service level agreement. We publish service status at status.thalovant.com.

6.3 Our effort. We use commercially reasonable efforts to keep the Services available, to schedule maintenance outside busy hours in North American Eastern time where we can, and to tell you about planned maintenance that may affect your hubs.

6.4 Support. Support is provided through the channel for your plan: community support for Workspace, and priority support by email for Business and Civic. Contact plans get the support described in the Order.

7. Your responsibilities

7.1 Accounts and users. You are responsible for your Authorised Users, for keeping credentials and API tokens secret, for giving each user and token only the access they need, and for everything done under your account.

7.2 Lawful use. You use the Services in compliance with the laws that apply to you and to your places, including privacy, consumer protection, accessibility, telecommunications, anti-spam and export control laws, and with the Acceptable Use Policy.

7.3 Your configuration. You decide which skills your hubs use, what they may connect to, which devices they control, and what information they give to End Users. You review the output of hubs that give information to the public.

8. Venue signage and consent

8.1 Signage. If you operate a hub in a physical place where End Users or other people can speak to it or be heard by it, you must display clear, visible signage at the entrance to the area and at each hub stating that: an AI voice assistant is in use; spoken words near it are converted to text to answer questions; who operates it; how long text is kept; and where to find your privacy information. If we provide sign templates, you remain responsible for adapting them to your place and for their accuracy and placement.

8.2 Consent and lawful basis. You are responsible for having a lawful basis, and for obtaining any consent the law requires, to process the voices and words of people in your places, including under laws that require the consent of every party to a conversation that is recorded or intercepted. You must not use hubs to record or listen to people covertly, or to monitor employees beyond what the law in your place allows and without the notice or consultation it requires.

8.3 Sensitive places. You must not operate a listening hub in washrooms, changing rooms, sleeping areas, or rooms where people receive medical care or confidential advice, unless the hub is only activated by a deliberate action (such as a button) and the law allows it.

8.4 Children. If children may use a hub in your place, you must use a kid-labelled hub, which keeps no utterance text, no IP address, no memory and no conversation journal, and you must comply with laws that protect children's personal information.

8.5 Your role. For End User and Authorised User information in your hubs, you are the controller (or the organisation responsible under Canadian law) and we act as your processor or service provider under the DPA.

9. Media and music licensing

9.1 Your licences. Playing music, radio, video or other media in a place open to the public, to customers or to staff is generally a public performance that requires licences from collective management organisations and rights holders (for example SOCAN and Re:Sound in Canada; ASCAP, BMI, SESAC or GMR in the United States; PRS for Music and PPL in the United Kingdom; SACEM, GEMA and similar organisations in Europe). You are solely responsible for obtaining and paying for those licences.

9.2 Consumer services. Consumer streaming services generally prohibit commercial and public use. For that reason, skills that play YouTube, YouTube Music, Spotify, SoundCloud or Bandcamp content are not available in the store. Radio, aggregator and news skills remain available, but your public-performance obligations still apply to what they play.

9.3 Skills you add. If you add a skill yourself through developer access, you are responsible for the rights to any content it plays and for complying with the terms of the services it connects to.

10. Public hubs and publishing

10.1 Review before listing. If your plan includes public hubs, a public hub is listed in the public catalogue only after Thalovant has reviewed and approved it. We may decline or remove a listing as described in the Publisher Terms.

10.2 Your public hubs. You are responsible for the content, configuration and answers of your public hubs, and for the information you give End Users about them, including an AI disclosure and your privacy information.

11. Customer Data

11.1 Ownership. As between the parties, you own Customer Data. You give us a non-exclusive licence to host, process, transmit and display Customer Data only to provide, secure and support the Services for you and as described in the DPA.

11.2 Retention. Utterance text on your paid hubs is kept for up to 90 days. Kid-labelled hubs and anonymous or preview sessions keep no utterance text. We do not store raw audio and do not identify people by their voice.

11.3 AI models. The AI models that power hubs run on Thalovant hardware in Montreal, Canada. We do not send Customer Data to third-party AI providers.

11.4 Export and deletion. You can export your hub configuration and memory items from the dashboard during the term and for 30 days after it ends. After that period, we delete Customer Data as described in the DPA.

11.5 Aggregated data. We may use aggregated, de-identified information about how the Services perform (for example, counts, error rates and latency) to operate and improve them, provided it does not identify you, an Authorised User or an End User.

12. Confidentiality

12.1 Obligation. Each party keeps confidential the non-public information the other shares that is marked confidential or that a reasonable person would understand to be confidential, uses it only to perform this agreement, and shares it only with people who need to know it and are bound by similar obligations.

12.2 Exceptions. This does not apply to information that is or becomes public without breach, that the receiving party already knew or independently developed, or that it lawfully received from someone else. A party may disclose confidential information when required by law, after giving the other party notice where lawful. Public bodies may disclose information as required by access-to-information laws.

13. Intellectual property

13.1 Ours. We and our licensors own the Services, including our software, models and documentation. Except for the rights expressly granted in this agreement, no rights are transferred.

13.2 Yours. You own Customer Data and, as between the parties, the output your hubs produce for you.

13.3 Open source. Parts of the Services are built on open-source software, licensed under its own terms.

13.4 Feedback. We may use suggestions and feedback you give us without obligation.

14. Warranties and disclaimers

14.1 Mutual. Each party confirms that it has the authority to enter into this agreement.

14.2 Ours. We will provide the Services with reasonable care and skill, and in accordance with the DPA.

14.3 Yours. You confirm that you have the rights needed for Customer Data and that your use of the Services, including in your places, complies with sections 8 and 9.

14.4 Disclaimer. Except as stated in this section, and to the fullest extent permitted by law, the Services are provided "as is" and "as available". We disclaim all other warranties and conditions, including implied warranties of merchantability, fitness for a particular purpose, quality and non-infringement. AI output may be inaccurate, and you must not rely on it for medical, legal, safety-critical or emergency decisions.

15. Indemnities

15.1 By you. You will defend us against any third-party claim, and pay any resulting damages, fines, settlements and reasonable legal costs, arising from: Customer Data; the operation of hubs in your places, including any failure to comply with section 8 (signage and consent); any failure to comply with section 9 (media and music licensing); your public hubs; or your breach of the Acceptable Use Policy.

15.2 By us. We will defend you against any third-party claim that the Services, as provided by us, infringe that party's intellectual property rights, and pay any resulting damages, settlements and reasonable legal costs. This does not apply to claims arising from Customer Data, third-party or open-source skills and components, your modifications, or combinations with products we did not supply. If such a claim is made or likely, we may obtain the right for you to continue using the Services, modify them so they do not infringe, or end the affected Services and refund prepaid fees for the unused period.

15.3 Procedure. The party seeking protection must promptly notify the other in writing, let it control the defence and settlement (a settlement cannot impose obligations on the protected party without its consent), and give reasonable cooperation at the other's expense.

16. Limitation of liability

16.1 No indirect damages. To the fullest extent permitted by law, neither party is liable for indirect, incidental, special or consequential damages, or for loss of profits, revenue, goodwill or data, even if advised of their possibility.

16.2 Cap. To the fullest extent permitted by law, each party's total liability arising out of or relating to this agreement is limited to the fees you paid or owe for the Services in the 12 months before the event giving rise to the claim.

16.3 Exceptions. Sections 16.1 and 16.2 do not limit: your obligation to pay fees; either party's indemnity obligations under section 15; liability for breach of section 12 (confidentiality); liability for intentional or gross fault; liability for bodily or moral injury; or any liability that cannot be limited under the law that applies, including article 1474 of the Civil Code of Québec.

17. Suspension and termination

17.1 Suspension. We may suspend all or part of the Services immediately if your use poses a security risk, may harm others, breaks the Acceptable Use Policy in a serious way, or must be suspended by law, or as provided in section 4.5. We limit a suspension to what is necessary and restore the Services once the cause is resolved.

17.2 Termination for breach. Either party may terminate this agreement by written notice if the other materially breaches it and does not cure the breach within 30 days of written notice describing it.

17.3 Effect. When the agreement ends, your access ends, you pay any fees due up to that date, and section 11.4 applies to your data. If you terminate for our uncured material breach, we refund prepaid fees for the unused period.

17.4 Survival. Sections 11.4, 12, 13, 14.4, 15, 16, 19 and any other terms that by their nature should continue survive termination.

18. Public bodies

If you are a public body, the Order may include terms required by your procurement, access-to-information, records-management or language laws. Those terms prevail over these Business Terms to the extent your law requires. Nothing in this agreement requires a public body to indemnify beyond what its governing law allows; to that extent, section 15.1 applies only as your law permits.

19. Governing law and disputes

19.1 Governing law. This agreement is governed by the laws of the Province of Quebec and the federal laws of Canada that apply there, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

19.2 Courts. The courts of Quebec sitting in the judicial district of Montreal have exclusive jurisdiction, except that either party may seek urgent injunctive relief in any competent court. Public bodies may instead require the courts of their own jurisdiction in the Order.

19.3 Escalation. Before starting proceedings (other than for urgent relief), each party will give the other written notice of the dispute and senior representatives will try in good faith to resolve it within 30 days.

19.4 Language. This agreement is drawn up in English, which is the default language of the Services. A French version is published at thalovant.com/fr/business-terms/. Where the Charter of the French Language requires a French version to be provided first, you may request it at support@thalovant.com, and the parties' choice of English applies only as that Charter allows.

20. General

20.1 Notices. Notices to you go to the account owner's email address or the address in the Order. Notices to us go to support@thalovant.com and to Thalovant Technologies Inc., 2727 rue Saint-Patrick, Montréal, Quebec H3K 0A8, Canada.

20.2 Assignment. Neither party may assign this agreement without the other's consent, except to a successor in a merger, acquisition or sale of substantially all of the relevant business, with notice.

20.3 Subcontractors. We may use subcontractors and subprocessors, as listed on the Subprocessors page, and remain responsible for their performance.

20.4 Force majeure. Neither party is liable for delays or failures (other than payment obligations) caused by events beyond its reasonable control.

20.5 Changes to these terms. We may update these Business Terms by giving at least 30 days' notice. Changes apply from your next renewal, unless they are required by law or do not reduce your rights. Terms in a signed Order are changed only by written agreement.

20.6 Publicity. We will not use your name or logo in our marketing without your written permission.

20.7 Export and sanctions. Each party complies with applicable export control and sanctions laws.

20.8 Entire agreement. This agreement is the entire agreement between the parties about its subject matter and replaces earlier discussions. Terms in your purchase order or procurement documents do not apply unless the Order expressly accepts them.

20.9 Severability and waiver. If a provision is found unenforceable, the rest remains in effect. Failing to enforce a provision is not a waiver.

20.10 Independent parties. The parties are independent contractors.