Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer", "you", "your") and MicHelper ("Company", "we", "us", "our") governing your access to and use of the MicHelper platform, including our website, applications, APIs, and related services (collectively, the "Service").

By creating an account, accessing, or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms.

If you do not agree to these Terms, you may not access or use the Service.

2. Account & Eligibility

2.1 Eligibility

To use the Service, you must:

• Be at least 18 years of age
• Have the legal capacity to enter into a binding contract
• Not be prohibited from using the Service under applicable laws
• Be a business entity or acting on behalf of one (the Service is B2B only)

2.2 Account Registration

You must provide accurate, complete, and current information when creating an account. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

2.3 Account Types

The Service supports multiple user roles with different permissions:

• Superadmin: Full administrative access to the platform
• Network Manager: Administrative access within a network (company)
• Regional Manager: Access to specific regions within a network
• Seller: Access to personal performance data and scripts

The account owner is responsible for properly configuring access controls and ensuring users have appropriate permissions.

2.4 Account Security

You agree to:

• Use strong, unique passwords for all accounts
• Enable two-factor authentication when it becomes available in a future release.
• Immediately notify us of any unauthorized access
• Not share account credentials with unauthorized parties

3. Subscription & Billing

3.1 Free Trial

We offer a 14-day free trial for new customers, including 3 recording devices. During the trial period:

• You have full access to all features with up to 3 recording devices
• No payment information is required to start
• The trial automatically ends after 14 days unless you subscribe
• Data created during the trial is retained if you subscribe within 30 days

3.2 Pricing

Our pricing is based on the number of active microphones:

• Per Microphone: $20 USD per microphone per month
• Billing is monthly unless otherwise agreed
• You are only charged for microphones that are actively used

3.3 Payment Terms

• All fees are quoted and payable in USD unless otherwise specified
• Payments are due at the beginning of each billing period
• All fees are exclusive of applicable taxes, which you are responsible for paying

3.4 Payment Methods

We accept payments through the following providers:

• Card payments: Processed by Fondy (CloudIpsp) and/or LiqPay (PrivatBank). Your card details are handled directly by the payment provider and are never stored on our servers.
• Cryptocurrency: Processed by CoinGate and/or Whitepay. Cryptocurrency transactions are irreversible by nature.

All payment processing is handled by PCI DSS compliant third-party providers. MicHelper does not store credit card numbers or CVV codes.

3.5 Refunds

We do not provide refunds for partial months or unused portions of the subscription. If you believe you are entitled to a refund due to service issues, please contact our support team.

3.6 Price Changes

We may change our pricing with 30 days' notice. Price changes will take effect at the start of your next billing cycle after the notice period.

4. Acceptable Use

You agree not to use the Service to:

4.1 Prohibited Activities

• Violate any applicable laws, regulations, or third-party rights
• Record conversations without proper legal authorization or consent
• Use the Service for surveillance purposes beyond legitimate business quality control
• Transmit malware, viruses, or harmful code
• Attempt to gain unauthorized access to our systems or other users' accounts
• Reverse engineer, decompile, or disassemble the Service
• Resell, sublicense, or redistribute the Service without authorization
• Interfere with or disrupt the Service's operation
• Use the Service in any manner that could damage our reputation

Minors. The Service is not designed to intentionally collect personal data from individuals under the age of 16. Customers acknowledge that incidental recording of minors may occur in retail environments and shall implement appropriate signage to inform all visitors, including parents or guardians of minors, about the presence of audio recording equipment.

4.2 Content Standards

You are responsible for ensuring that all content you upload or process through the Service complies with applicable laws and does not contain:

• Illegal, defamatory, or obscene material
• Material that infringes intellectual property rights
• Sensitive personal data beyond what is necessary for the Service

5. Customer Responsibilities

5.1 Legal Compliance

As the Customer, you are solely responsible for:

• Determining whether recording conversations is lawful in your jurisdiction
• Obtaining all necessary consents from employees and customers
• Posting appropriate signage about recording in your locations
• Complying with data protection laws (GDPR, CCPA, etc.) as applicable
• Properly informing employees about the monitoring system

5.2 Employee Notice

Before using the Service, you must:

• Notify employees that their conversations may be recorded and analyzed
• Explain the purpose of the recording (quality control, training, performance evaluation)
• Provide information about data retention and employee rights
• Document that employees have been informed

5.3 Customer Notice

You must inform customers entering your retail locations that audio recording may occur. This typically includes:

• Visible signage at entry points
• Clear indication that conversations may be recorded for quality purposes

5.4 Data Processing Agreement

If you are subject to GDPR or similar data protection laws, you must enter into our Data Processing Agreement before processing personal data through the Service.

5.5 Recording Consent Requirements

Audio recording laws vary by jurisdiction. You are solely responsible for understanding and complying with all applicable recording consent laws before using the Service.

United States — All-Party Consent States: The following 12 U.S. states require the consent of all parties to a conversation before recording is permitted:

• California, Connecticut, Delaware, Florida, Illinois, Maryland, Massachusetts, Montana, Nevada, New Hampshire, Pennsylvania, Washington

In these jurisdictions, you must obtain consent from all participants (employees and customers) before recording. Visible signage alone may not be sufficient — consult local legal counsel.

European Union / EEA: Under GDPR, recording of conversations generally requires a lawful basis (Article 6) and, for employee monitoring, compliance with national employment laws. Most EU member states treat audio recording consent as all-party by default.

Other Jurisdictions: Many countries require all-party consent for audio recording. Consult local counsel before deploying recording devices.

5.6 AI-Generated Analysis

The Service uses artificial intelligence to transcribe audio and analyze conversations. You acknowledge and agree that:

• AI-generated outputs (scores, compliance flags, recommendations) are advisory only and may contain inaccuracies
• AI outputs do not constitute legal advice, official compliance assessments, or evidence of employee misconduct
• You must independently verify AI-generated analysis before making employment decisions, disciplinary actions, or compliance determinations
• MicHelper is not liable for decisions made based on AI-generated outputs

For more information about our AI systems and your obligations under the EU AI Act, see our AI Disclosure page.

6. Intellectual Property

6.1 Our Ownership

We retain all rights, title, and interest in and to the Service, including:

• The platform, software, and underlying technology
• AI models and algorithms
• Trademarks, logos, and branding
• Documentation and training materials

6.2 Your Ownership

You retain all rights to your data, including:

• Audio recordings and transcripts
• Custom scripts and rules you create
• Employee and performance data

6.3 License Grant

You grant us a limited, non-exclusive license to process your data solely for the purpose of providing the Service. This license terminates when your subscription ends.

6.4 Feedback

If you provide feedback or suggestions about the Service, we may use them without obligation to you.

7. Confidentiality

7.1 Definition

Confidential Information includes any non-public information disclosed by one party to the other, including business data, technical information, and pricing.

7.2 Obligations

Both parties agree to:

• Protect Confidential Information with reasonable care
• Use Confidential Information only for purposes related to the Service
• Not disclose Confidential Information to third parties without consent

7.3 Exceptions

Confidentiality obligations do not apply to information that:

• Is publicly available through no fault of the receiving party
• Was already known to the receiving party
• Is independently developed without use of Confidential Information
• Is required to be disclosed by law

8. Service Availability

8.1 Uptime Target

We strive to maintain 99.5% uptime for the Service, excluding scheduled maintenance. However, this is a goal, not a guarantee, unless otherwise specified in a separate Service Level Agreement.

8.2 Scheduled Maintenance

We may perform scheduled maintenance during low-traffic periods. We will provide at least 24 hours' notice for planned maintenance that may cause significant disruption.

8.3 Support

We provide support through our support portal during business hours. Response times vary based on issue severity and your subscription level.

9. Warranties & Disclaimers

9.1 Our Warranties

We warrant that:

• We have the right to provide the Service
• The Service will perform materially as described in our documentation
• We will use commercially reasonable security measures

9.2 Disclaimers

EXCEPT AS EXPRESSLY PROVIDED ABOVE, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

We do not warrant that:

• The Service will be uninterrupted or error-free
• Transcription accuracy will meet your specific requirements
• The Service will meet all your business needs
• All errors or defects will be corrected

10. Limitation of Liability

10.1 Security Measures

MicHelper implements industry-standard technical and organizational security measures to protect Customer Data, including encryption at rest and in transit, access controls, and automated data lifecycle management. However, no method of electronic storage or transmission over the internet is 100% secure.

10.2 Limitation

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MICHELPER SHALL NOT BE LIABLE FOR:

• Any unauthorized access to or alteration of Customer Data resulting from circumstances beyond MicHelper's reasonable control, including but not limited to: attacks by third parties that circumvent commercially reasonable security measures, Customer's failure to maintain the confidentiality of account credentials, or force majeure events;
• Any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or business opportunities;
• Any damages arising from Customer's failure to implement recommended security practices, including but not limited to: employee notification about recording, proper signage in recorded premises, and access credential management.

10.3 Liability Cap

MicHelper's total aggregate liability arising out of or relating to this Agreement shall not exceed the total fees paid by Customer to MicHelper during the twelve (12) months immediately preceding the event giving rise to such liability.

10.4 Data Processing Responsibility

Customer acknowledges that:

• Customer is the data controller and MicHelper is the data processor for audio recordings and transcripts;
• Customer is responsible for obtaining all necessary consents and providing required notices to employees and visitors regarding audio recording;
• Customer is responsible for complying with all applicable data protection laws in the jurisdictions where recording takes place;
• MicHelper provides tools and templates to assist with compliance but does not guarantee legal compliance in any specific jurisdiction.

10.5 Exceptions

The limitations in this section do not apply to: your payment obligations; either party's indemnification obligations; breaches of confidentiality; or gross negligence or willful misconduct.

11. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay results from circumstances beyond the party's reasonable control, including but not limited to: natural disasters, acts of government, internet or telecommunications failures, power outages, cyberattacks that circumvent commercially reasonable security measures, pandemics, war, or civil unrest.

12. Indemnification

12.1 Your Indemnification

You agree to indemnify, defend, and hold harmless MicHelper and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising from:

• Your use of the Service
• Your violation of these Terms
• Your violation of applicable laws regarding recording or data protection
• Your failure to obtain required consents
• Claims by your employees related to the recording system

12.2 Our Indemnification

We will indemnify and defend you against claims that the Service infringes any third-party intellectual property rights, provided that you:

• Promptly notify us of the claim
• Give us sole control of the defense and settlement
• Cooperate with our defense

13. Termination

13.1 Term

These Terms remain in effect for the duration of your subscription. Subscriptions automatically renew unless cancelled before the renewal date.

13.2 Termination by You

You may cancel your subscription at any time through your account settings. Cancellation takes effect at the end of your current billing period.

13.3 Termination by Us

We may terminate or suspend your account immediately if you:

• Breach these Terms
• Fail to pay fees when due
• Engage in prohibited activities
• Pose a risk to other users or the Service

13.4 Effect of Termination

Upon termination:

• Your access to the Service will be disabled
• You may request export of your data within 30 days
• We will delete your data according to our retention policy
• You remain liable for any unpaid fees

14. Governing Law & Disputes

14.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws applicable to your jurisdiction, without regard to conflict of law principles. For customers in the European Union, the laws of your country of residence shall apply to consumer protection matters.

14.2 Dispute Resolution

Before initiating any legal proceeding, you agree to first attempt to resolve disputes through our support channels. If we cannot resolve the dispute informally within 30 days, either party may proceed to formal dispute resolution.

14.3 Jurisdiction

Any legal proceedings shall be brought in the courts of competent jurisdiction in your country of residence or, for business customers, in the jurisdiction specified in your service agreement.

14.4 Jurisdiction Matrix

The following table summarizes key regulatory frameworks applicable to MicHelper usage by jurisdiction:

This table is provided for informational purposes only and does not constitute legal advice. Consult qualified legal counsel for jurisdiction-specific compliance guidance.

15. Changes to Terms

We may modify these Terms at any time. When we make material changes:

• We will update the "Last updated" date
• We will provide at least 30 days' notice for material changes
• Notice will be provided via email and/or through the Service
• Your continued use after the effective date constitutes acceptance

If you do not agree to the modified Terms, you must stop using the Service and cancel your subscription before the changes take effect.

16. General Provisions

16.1 Entire Agreement

These Terms, together with our Privacy Policy, Data Processing Agreement (if applicable), and any order forms, constitute the entire agreement between you and us regarding the Service.

16.2 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

16.3 Waiver

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

16.4 Assignment

You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

16.5 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, riots, or government actions.

16.6 Contact

For questions about these Terms, please contact us through our Support Portal.