This Terms of Service Agreement (this "Agreement") is entered into by and between [Your Company Name, Inc.], a [Your State of Incorporation] corporation ("Silmaril", "we", "us" or "our"), and the entity or person accessing the Silmaril Services ("Customer" or "you").
This Agreement governs your access to and use of our AI meeting assistant, related software, and services. By clicking a box indicating your acceptance of this Agreement, creating an account, or by accessing or using the Silmaril Services, you agree to be bound by all terms, conditions, and notices contained or referenced herein.
If you are using the Silmaril Services on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this Agreement, and all references to "you" or "Customer" shall refer to such entity.
1.1. Service Description. Silmaril is an AI-powered meeting assistant that connects to third-party communication platforms such as Zoom, Google Meet, and Microsoft Teams (collectively, "Meeting Platforms"). The service accesses meeting recordings to perform automated transcription and summarization, and to identify potential action items ("Service"). The Service may also integrate with third-party productivity tools like Jira ("Integrations") to help manage these action items.
1.2. Data Processing, Not Storage. A core feature of our Service is our commitment to privacy. When Silmaril processes a meeting, the audio or video recording is accessed on a temporary, transactional basis for the sole purpose of generating a transcript and summary. The original meeting recording is never stored on Silmaril's systems and is promptly discarded after processing is complete.
1.3. Manual Confirmation. The Service may suggest action items and allow you to push them to an Integration (e.g., creating a task in Jira). Silmaril will never automatically execute an action item or make changes in a third-party Integration without your explicit manual confirmation for each action.
1.4. Account Registration. You must register for an account to use the Service. You agree to provide accurate, current, and complete information during the registration process and to keep this information updated. You are responsible for safeguarding your password and for all activities that occur under your account.
2.1. Customer Data. You and your users may provide data to the Service, including meeting recordings, transcripts, summaries, and action items (collectively, "Customer Data"). As between you and Silmaril, you retain all right, title, and interest in and to your Customer Data. You grant Silmaril a limited, non-exclusive, worldwide, royalty-free license to use, process, and display Customer Data solely to the extent necessary to provide and improve the Service in accordance with this Agreement.
2.2. Silmaril's Proprietary Rights. We exclusively own all right, title, and interest in the Service, our systems, our underlying software and technology, and any data regarding the performance and usage of the Service, provided it is anonymized and does not identify you or any individual ("System Data").
2.3. Feedback. If you provide us with any suggestions or comments for improvements or new features ("Feedback"), you grant us the full, unencumbered right to use, incorporate, and otherwise exploit any such Feedback in connection with our products and services without any obligation to you.
3.1. General Responsibilities. You are responsible for all use of the Service under your account and for compliance with this Agreement. You are also responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the Service. You must obtain any necessary consents from meeting participants to record meetings and to use our Service to process such recordings, as required by applicable law (including data privacy and wiretapping laws).
3.2. Use Restrictions. You will not, and will not permit any third party to: (a) reverse engineer, decompile, or otherwise attempt to discover the source code of the Service; (b) use the Service to develop a competitive product or service; (c) resell, lease, or license the Service; (d) use the Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; or (e) use the Service in any way that violates applicable laws.
4.1. Subscription Fees. To the extent the Service is made available for a fee, you agree to pay Silmaril the fees as specified in the applicable online order or subscription flow ("Order Form"). Fees are quoted and payable in United States dollars, and payment obligations are non-cancelable and fees paid are non-refundable, except as expressly stated in this Agreement.
4.2. Payment Terms. We will bill you through a third-party payment processor. You are responsible for providing complete and accurate billing and contact information and notifying us of any changes.
4.3. Taxes. Our fees do not include any taxes, levies, or duties imposed by taxing authorities ("Taxes"). You are responsible for paying all Taxes associated with your purchases.
Each party agrees to treat as confidential all non-public information received from the other party that is marked as confidential or that a reasonable person would understand to be confidential. This includes your Customer Data (which is your Confidential Information) and our Service technology (which is our Confidential Information). Each party agrees to use such Confidential Information solely for the purpose of this Agreement and to take reasonable precautions to protect it.
The Service interoperates with Meeting Platforms and Integrations. Silmaril is not responsible for and expressly disclaims any liability related to these third-party services. Your use of any third-party service is governed by their respective terms and privacy policies. We do not guarantee the continued availability of any integration.
7.1. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICE IS PROVIDED "AS IS" WITHOUT ANY WARRANTY OF ANY KIND. WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SILMARIL DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR THAT THE TRANSCRIPTIONS, SUMMARIES, OR OTHER OUTPUTS WILL BE ACCURATE OR COMPLETE.
7.2. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SILMARIL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY. OUR AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO SILMARIL DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.
8.1. Term. This Agreement commences on the date you first accept it and continues as long as you have an active subscription or are using the Service. Subscription terms will automatically renew for successive periods unless either party gives the other notice of non-renewal.
8.2. Termination. Either party may terminate this Agreement for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving written notice. We may terminate your access to any free version of the Service at our sole discretion.
8.3. Effect of Termination. Upon termination, your right to access the Service will cease. We will delete your Customer Data (including all transcripts and summaries) from our systems in accordance with our standard procedures, typically within 30 days.
9.1. Governing Law. This Agreement will be governed by the laws of the State of [Your State], without regard to its conflict of laws rules.
9.2. Changes to this Agreement. We reserve the right to modify this Agreement at any time. If we make material changes, we will notify you via email or through the Service. Your continued use of the Service after such a change constitutes your acceptance of the new terms.
9.3. Entire Agreement. This Agreement constitutes the entire agreement between you and Silmaril and supersedes all prior agreements and representations.
9.4. Contact Us. If you have any questions about these Terms, please contact us at [support@silmaril.app].