Terms & Conditions

Last updated on October 17, 2025.

1. Background

Speeko, Inc. (“Speeko,” “we,” “us,” or “our”) has developed a proprietary software platform (the “Platform”) that provides automated voice analysis and digital coaching services (collectively, the “Services”). These Terms & Conditions (the “Agreement”) govern Customer’s and its authorized End Users’ access to and use of the Platform.

2. Access to Platform

(a) Rights to Use. Subject to this Agreement and full payment of applicable fees, Speeko grants Customer and its End Users a limited, non-exclusive, non-transferable, non-sublicensable right during the Term to:

  1. Access and use the Platform for its intended purpose to submit audio data for analysis;

  2. View, download, and use the Speeko Results (content and delivery feedback) for internal educational or training purposes; and

  3. Access coaching and related content within the Platform.

(b) End Users. Customer may allow Customer-affiliated personnel (“End Users”) to use the Platform after they agree to Speeko’s current User Agreement and Privacy Policy. End Users can view their own Speeko Results and may share them with Customer or other End Users as enabled in the Platform.

(c) Restrictions. Customer and its End Users may not:

  • Copy, decompile, reverse-engineer, or create derivative works of the Platform;

  • Rent, lease, lend, sell, redistribute, or use the Platform as a service bureau;

  • Use the Platform to violate any law or third-party rights; or

  • Interfere with or burden the Platform’s network capacity.

Any prohibited use immediately terminates the license granted herein.

3. Fees and Taxes

(a) Fees. Customer shall pay Speeko the fees set forth in the applicable Order Form. Overdue invoices of more than thirty (30) days may result in suspension of access. All fees are payable in U.S. dollars.

(b) Taxes. Fees exclude all applicable taxes. Customer is responsible for any taxes arising from this Agreement except for Speeko’s income taxes. If required to withhold taxes, Customer shall provide documentation supporting such payments.

4. Intellectual Property and Data Use

(a) Speeko Intellectual Property. Speeko retains exclusive ownership of all right, title and interest in and to the Platform, and all intellectual property rights therein. Without limiting the foregoing, Speeko will retain exclusive ownership of (i) all of Speeko’s know-how, concepts, techniques, methodologies, ideas, templates, software, interfaces, utilities and tools, (ii) all updates, modifications, improvements, enhancements and derivative works of the Platform conceived, discovered, developed or reduced to practice, solely or in collaboration with others, and (iii) in each case, all related intellectual property rights. To the extent any Speeko intellectual property result from access to or the use of Customer Confidential Information, it will constitute Speeko’s intellectual property only if Customer is not identified or reasonably identifiable therein.

(b) Feedback. If Customer or any of its End Users submit comments or suggestions (“Feedback”), Customer agrees that Speeko will own all intellectual property rights to such Feedback without accounting or obligation to Customer.

(c) Customer Intellectual Property. Customer grants Speeko a non-exclusive, transferable, sublicensable, royalty-free license to:

  1. Use Communications and Speeko Results to operate, maintain, and improve the Platform; and

  2. Create aggregated, de-identified data (“Blind Data”) for analytics and product improvement, ensuring no personally identifiable information is included.

Speeko hereby grants Customer a perpetual, non-exclusive license to use such Blind Data for lawful internal purposes.

(e) AI and Machine Learning Features. Speeko may use artificial-intelligence technologies to process transcript text (not audio) for the Content Feedback feature. Such providers process data solely to generate feedback and do not retain or train their own models with user data. Speeko may use aggregated, de-identified data to improve feature accuracy.

(f) Trademark License. Customer grants Speeko a non-exclusive right to display Customer’s name and Marks for providing Services and reasonable marketing references, subject to Customer’s brand guidelines.

(g) Reservation of Rights. Each party retains all intellectual property rights not expressly granted.

5. Term, Suspension, and Termination

(a) Term. As stated in the Order Form.

(b) Termination. Either party may terminate for material breach uncured within thirty (30) days after written notice, or if the other becomes insolvent or bankrupt.

(c) Suspension. Speeko may suspend Services for unpaid fees.

(d) Survival. Sections 3–12 survive termination as applicable.

6. Support and Availability

(a) Support. Speeko provides email support via support@speeko.co, typically responding within two (2) business days.

(b) Maintenance. Scheduled and emergency maintenance may temporarily limit access.

(c) Availability. Speeko makes no representation that the Platform is available in every jurisdiction. Use is void where prohibited.

7. Representations and Warranties

Each party represents that it has full authority to enter this Agreement.

(a) FERPA. Educational Customers must comply with FERPA and related privacy laws.

(b) Consents. Customer is responsible for obtaining all necessary consents to allow Speeko to process Communications.

8. Indemnification

(a) By Speeko. Speeko will defend and indemnify Customer against third-party claims alleging the Platform infringes intellectual property rights, except where the claim results from: (i) misuse or violation of this Agreement; (ii) modification by anyone other than Speeko; (iii) compliance with Customer’s instructions; or (iv) combination with third-party products.

(b) By Customer. Customer will defend and indemnify Speeko against claims arising from Speeko’s use of Communications, Speeko Results, or Marks as authorized hereunder.

(c) Procedure. The indemnified party shall (i) give prompt written notice; (ii) cooperate at the indemnifying party’s expense; and (iii) grant the indemnifying party sole control of defense and settlement (settlements must include a complete release with no admission or payment by the indemnified party).

9. Confidential Information

(a) Definition. “Confidential Information” means information identified as confidential or that reasonably should be understood as confidential; Platform-related information is Speeko’s Confidential Information.

(b) Use and Protection. Confidential Information may be used only to perform under this Agreement and must be protected with at least reasonable care; no disclosure to third parties except as permitted.

(c) Exceptions. Obligations do not apply to information that is (i) public without breach; (ii) independently developed; (iii) rightfully received from a third party; or (iv) required by law to be disclosed (with notice where permitted).

(d) Public Reference. Speeko may identify Customer as a customer without disclosing confidential details of services.

10. Acknowledgment and Disclaimers

(a) Acknowledgment. Customer acknowledges Speeko Results are algorithmically generated, may not capture all issues, and are informational and not professional advice.

(b) Disclaimer. The Platform and Speeko Results are provided “as is” and “as available”. Speeko disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, accuracy, and non-infringement.

11. Limitation of Liability

(a) Exclusion. Except for indemnification and confidentiality breaches, neither party is liable for indirect, consequential, special, punitive, or exemplary damages, or lost profits or data.

(b) Cap. Each party’s aggregate liability is capped at the fees paid by Customer to Speeko in the twelve (12) months preceding the claim.

(c) Jurisdictional Limits. Where exclusions are not permitted, liability is limited to the maximum extent allowed by law.

12. Miscellaneous

(a) Independent Contractors. The parties are independent contractors.

(b) Notice. Must be in writing to the addresses in the Order Form.

(c) Assignment. Neither party may assign this Agreement, or assign or delegate any right or obligation hereunder, by operation of law or otherwise, without the prior written consent of the other party; provided, however, that no consent shall be required with respect to an assignment by either party to an affiliate or as part of any transfer by merger, acquisition, stock transfer or other consolidation of with another entity, or sale of all or substantially all of such party’s assets. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

(d) Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the subject matter hereof and supersedes all previous or contemporaneous oral or written negotiations or agreements with respect to such subject matter. In the event of any conflict between this Agreement and any Policy, the terms and conditions of this Agreement shall take precedence.

(e) Amendment. This Agreement may not be amended except in a writing executed by an authorized representative of each party.

(f) Severability. If any provision of this Agreement shall be held to be invalid or unenforceable under applicable law, then such provision shall be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its invalidity or unenforceability, without in any way affecting the remaining parts of this Agreement.

(g) Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the United States of America and the State of Delaware, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.

(h) Jurisdiction. The parties agree that any action, proceeding, controversy or claim between them arising out of or relating to this Agreement (collectively, an “Action”) shall be brought only in a court of competent jurisdiction in Delaware. Each party hereby submits to the personal jurisdiction and venue of such courts and waives any objection on the grounds of venue, forum non-conveniens or any similar grounds with respect to any Action.

(i) No Waiver. The failure of either party to require strict performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter, nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself. Any waiver of the provisions of this Agreement, or of any breach or default hereunder, must be set forth in a written instrument signed by the party against which such waiver is to be enforced.

(j) Force Majeure. Neither party shall be liable for any failure to perform under this Agreement to the extent due to any act of God, fire, casualty, flood, war, strike, lock out, failure of public utilities, injunction or any act, exercise, assertion or requirement of any governmental authority, epidemic, destruction of production facilities, insurrection or any other cause beyond the reasonable control of the party invoking this provision.