Terms of Service

These Terms of Service ("Terms") govern your use of the Vocoding desktop application and the vocoding.com website and platform (collectively, the "Services"), operated by E-Clients Consulting LP ("we," "us," or "our") from Ontario, Canada.

By downloading, installing, accessing, or using the Services, you agree to be bound by these Terms. If you do not agree, do not use the Services.

These Terms incorporate by reference our Privacy Policy, Cookie Policy and Refund Policy.

You must be at least 18 years old, or the age of legal majority in your jurisdiction (whichever is higher), to purchase or use Vocoding.

If you are under 18 but at least 16, you may use Vocoding only with the involvement and consent of a parent or legal guardian who agrees to these Terms.

By using the Services, you represent and warrant that you meet these age requirements.

2.1 Account Creation

To purchase a license or access certain features, you must create an account on vocoding.com. You agree to:

• Provide accurate, current, and complete information
• Maintain the security of your account credentials
• Promptly notify us of any unauthorized access to your account
• Accept responsibility for all activity under your account

2.2 Account Security

You are solely responsible for maintaining the confidentiality of your login credentials. We are not liable for any loss or damage resulting from unauthorized access to your account due to your failure to secure your credentials.

3.1 Perpetual License

Upon valid purchase and payment, we grant you a perpetual, non-exclusive, non-transferable, non-sublicensable license to install and use the Vocoding desktop application on devices you own or control, subject to these Terms.

"Perpetual" means the license does not expire for the major version purchased. Specifically:

Included in your license:

• Use of the purchased major version indefinitely (e.g., version 1.x)
• All minor updates and patches within that major version (e.g., 1.0 to 1.9.x)
• Bug fixes and security patches for the purchased major version
• Access to all features available in the purchased version

NOT included in your license:

• Major version upgrades (e.g., version 1.x to 2.0) — these may require a separate purchase or upgrade fee
• New premium features added exclusively to future major versions
• Priority support beyond the initial support period

3.2 License Tiers

Vocoding offers the following license tiers:

3.3 Founder License (Limited Offer)

Founder licenses are perpetual individual licenses offered at a promotional price during the early access period. Founder licenses include the same rights as Individual licenses plus any additional launch benefits specified at the time of purchase.

3.4 Device Activation

Your license is activated using a cryptographically signed license key. We use device fingerprinting (SHA256 hash of hardware identifiers) to verify that the license is used within the permitted device limits. See our Privacy Policy for details on device fingerprinting.

4.1 Trial Terms

We may offer a free trial of Vocoding with the following limitations:

• Duration: 14 calendar days from first activation
• Usage credits: 50 credits (as defined in the application)
• Device limit: 1 trial per unique device

4.2 Trial Limitations

The trial is provided for evaluation purposes only. We reserve the right to modify or discontinue the trial program at any time. Trial access does not guarantee future availability or pricing.

4.3 One Trial Per Device

To maintain service integrity, trial access is limited to one trial per device, identified by a device fingerprint hash. Attempting to circumvent this limitation (e.g., by manipulating hardware identifiers) constitutes a violation of these Terms.

You may use Vocoding for:

• Personal and professional productivity
• Generating and optimizing prompts for AI coding tools
• Commercial use within your business or profession
• Creating derivative works from your own transcribed and optimized content (you own your output)

You agree NOT to:

• Reverse engineer, decompile, disassemble, or attempt to derive the source code of Vocoding (except to the extent permitted by applicable law, including EU Directive 2009/24/EC on the legal protection of computer programs)
• Sublicense, sell, lease, rent, distribute, or otherwise transfer your license to any third party
• Share, publish, or distribute your license key
• Use automated systems, bots, or scripts to circumvent licensing, trial limitations, or device restrictions
• Remove, alter, or obscure any proprietary notices, labels, or marks
• Use Vocoding to record or transcribe another person's speech without their knowledge and consent, where such consent is required by applicable law
• Use Vocoding for any illegal purpose or in violation of any applicable laws
• Use Vocoding to generate content that is defamatory, harassing, threatening, or otherwise harmful
• Attempt to gain unauthorized access to our systems, servers, or other users' accounts
• Interfere with or disrupt the integrity or performance of the Services

7.1 Pricing

Current prices are displayed on vocoding.com at the time of purchase. All prices are in Euros (EUR) unless otherwise stated, and include applicable VAT/taxes as required by law.

7.2 Payment Processing

Payments are processed securely through Stripe. By making a purchase, you agree to Stripe's terms of service. We do not store your full payment card details.

7.3 Price Changes

We reserve the right to change pricing for future purchases. Price changes do not affect existing licenses. We will provide reasonable notice of price changes on our website.

7.4 Taxes

Prices may be subject to applicable VAT or sales tax depending on your location. EU customers will be charged VAT at the applicable rate. Tax is calculated and collected by our payment processor in accordance with local regulations.

Our refund policy is detailed in our Refund Policy. Key terms:

• 30-day money-back guarantee from date of purchase (voluntary)
• 14-day EU withdrawal right for consumers (mandatory under EU law)
• Refunds processed through Stripe to the original payment method
• License keys are deactivated upon refund

Please refer to the full Refund Policy for eligibility criteria, process, and exceptions.

9.1 Our Intellectual Property

Vocoding, including all software, design, trademarks, logos, documentation, and content, is and remains the exclusive property of E-Clients Consulting LP and its licensors. These Terms do not grant you any rights to our intellectual property except the limited license described in Section 3.

9.2 Your Content

You retain full ownership of:

• Your voice recordings (processed locally, never transmitted)
• Your transcribed text
• Your optimized prompts and generated output
• Your custom agent configurations and presets

We claim no ownership over your input or output. You are free to use, distribute, and commercialize your generated content without restriction.

9.3 Feedback

If you voluntarily provide feedback, suggestions, or ideas about the Services, you grant us a non-exclusive, perpetual, irrevocable, royalty-free license to use such feedback for any purpose, including improving the Services. Feedback does not create any confidentiality obligation.

Your privacy is critically important to us. Vocoding processes voice data 100% locally on your device — we never transmit, store, or access your audio recordings or transcriptions.

For full details on what data we collect (and what we do not), how we use it, and your rights, please see our Privacy Policy.

If you are located in the European Union, you have additional rights under the General Data Protection Regulation (GDPR), as described in our Privacy Policy.

11.1 Cloud LLM Providers (BYOK)

Vocoding integrates with third-party LLM providers (such as Groq and OpenRouter) through a Bring Your Own Key (BYOK) model. When you use these integrations:

• You establish a direct relationship with the LLM provider
• The provider's terms of service and privacy policy apply to their processing
• We are not responsible for the availability, accuracy, content, or security of third-party services
• We do not proxy, log, or store your communications with LLM providers

11.2 Local LLM (Ollama)

Ollama runs entirely on your device. No data is transmitted to any third party when using Ollama. You are responsible for installing and maintaining Ollama separately.

11.3 Payment Processing

Payments are processed by Stripe, Inc. under their terms of service. We do not store your full payment card details.

11.4 Disclaimer

We do not control and are not responsible for third-party services. The inclusion of third-party integrations does not imply endorsement. Your use of third-party services is at your own risk.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

We specifically disclaim all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

We do not warrant that:

• The Services will be uninterrupted, error-free, or secure
• Transcription results will be accurate or complete
• AI-generated output will be suitable for your intended purpose
• The Services will be compatible with all hardware or software configurations
• Defects will be corrected in any specific timeframe

This disclaimer does not affect your statutory rights as a consumer under EU law or Canadian consumer protection law, which cannot be waived or limited by contract.

13.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE AMOUNT YOU ACTUALLY PAID US FOR YOUR LICENSE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

13.2 Exclusion of Damages

To the maximum extent permitted by applicable law, we shall not be liable for any:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, or business opportunities
• Cost of substitute goods or services
• Damages arising from reliance on AI-generated output
• Damages resulting from unauthorized access to your account
• Damages caused by third-party services (LLM providers, Stripe, etc.)

13.3 Consumer Protection

Nothing in these Terms shall limit or exclude our liability for:

• Death or personal injury caused by our negligence
• Fraud or fraudulent misrepresentation
• Any liability that cannot be limited or excluded under applicable Canadian or EU law

If you are a consumer in the EU, you benefit from mandatory consumer protection provisions of the law of your country of residence that cannot be overridden by contract.

You agree to indemnify, defend, and hold harmless E-Clients Consulting LP and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or relating to:

• Your use of the Services in violation of these Terms
• Your violation of any applicable law or third-party rights
• Content generated by you or on your behalf through the Services
• Your use of cloud LLM services through the BYOK model
• Your sharing of license keys or credentials

This indemnification obligation does not apply to the extent that the claim arises from our own negligence or willful misconduct.

15.1 By You

You may stop using the Services at any time. To close your account, contact support@vocoding.com. Your perpetual license to the purchased version remains valid even if you close your account.

15.2 By Us

We may suspend or terminate your access to the Services if:

• You violate these Terms
• You engage in fraudulent activity (e.g., license key sharing, trial circumvention)
• Required by law or legal process
• We reasonably believe your use poses a risk to the Services or other users

15.3 Effect of Termination

Upon termination for cause:

• Your license may be revoked
• Your account access will be disabled
• Your locally stored data remains on your device (we have no access to remove it)
• Provisions that by their nature should survive termination will survive (including Sections 9, 12, 13, 14, 16, and 20)

15.4 Service Discontinuation

If we discontinue the Services entirely:

• We will provide at least 90 days' notice
• You retain your perpetual license to the last available version
• We will make reasonable efforts to provide a final downloadable version
• Active support obligations will continue through the notice period

These Terms are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

If you are a consumer habitually resident in an EU/EEA member state, you also benefit from the mandatory consumer protection provisions of the law of your country of residence, to the extent these provide greater protection. The General Data Protection Regulation (GDPR) applies to the processing of personal data of EU/EEA residents regardless of where the data controller is established.

17.1 Jurisdiction

Any disputes arising out of or relating to these Terms shall be submitted to the exclusive jurisdiction of the courts of Ontario, Canada.

If you are a consumer in the EU, you may also bring proceedings in the courts of your country of residence.

17.2 Informal Resolution

Before initiating formal proceedings, we encourage you to contact us at support@vocoding.com to attempt to resolve the dispute informally. We will make reasonable efforts to resolve your concern within 30 days.

17.3 Optional Mediation

If informal resolution is unsuccessful, either party may propose mediation before a mutually agreed-upon mediator. Mediation costs shall be shared equally unless otherwise agreed.

17.4 EU Online Dispute Resolution

If you are a consumer in the EU and have a complaint, you may use the European Commission's Online Dispute Resolution (ODR) platform at: https://ec.europa.eu/consumers/odr/

We may modify these Terms from time to time. When we make changes:

• We will update the "Last Updated" date
• For material changes, we will notify you via email or through the website at least 30 days before the changes take effect
• Your continued use of the Services after changes take effect constitutes acceptance
• If you do not agree with the modified Terms, you must stop using the Services (your existing perpetual license to the current version remains valid)

Changes will not retroactively reduce your rights for licenses already purchased.

If any provision of these Terms is held invalid, illegal, or unenforceable, the remaining provisions continue in full force and effect. The invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.

These Terms, together with our Privacy Policy, Cookie Policy and Refund Policy, constitute the entire agreement between you and E-Clients Consulting LP regarding the Services, and supersede all prior agreements and understandings.

Waiver

Our failure to enforce any right or provision of these Terms does not constitute a waiver of that right or provision.

Assignment

You may not assign or transfer your rights under these Terms without our prior written consent. We may assign our rights and obligations under these Terms in connection with a merger, acquisition, or sale of assets, upon notice to you.

Force Majeure

We shall not be liable for any delay or failure to perform resulting from causes beyond our reasonable control, including but not limited to acts of God, war, terrorism, pandemics, strikes, government actions, or internet/infrastructure failures.

No Agency

Nothing in these Terms creates any agency, partnership, joint venture, or employment relationship between you and E-Clients Consulting LP.

Notices

We may send notices to the email address associated with your account. You may send notices to us at support@vocoding.com. Notices are deemed received upon sending (for email) or upon receipt (for postal mail).

Language

These Terms are drafted in English. If translated into another language, the English version prevails in case of conflict.

If you have questions about these Terms:

• Operator: E-Clients Consulting LP
• Address: 2967 Dundas St W, No. 878, Toronto, Ontario, M6P 1Z2, Canada
• Email: support@vocoding.com
• Website: https://vocoding.com