CANARY SPEECH, INC.
End User License Agreement and Terms & Conditions
Effective Date: June 23, 2026
This End User License Agreement and Terms & Conditions (this "Agreement") is a legally[a] binding contract between you ("Customer," "you," or "your") and Canary Speech, Inc. ("Canary," "we," "us," or "our"), governing your access to and use of the Service. By accepting this Agreement, creating an account, downloading an application, or otherwise using the Service, you agree to be bound by these terms. If you accept on behalf of an entity, you represent that you are authorized to bind that entity, and "Customer" refers to that entity. You must be at least 18 years old to use the Service.
IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD, INSTALL, OR USE THE SERVICE.
1. The Service
Canary provides a software platform that uses vocal biomarkers to evaluate emotional, physiological, and cognitive states from conversational speech, including related applications, tools, updates, supplements, and outputs (collectively, the "Service"). The Service may use artificial intelligence and machine learning to support clinicians and healthcare providers.
The Service is not intended to diagnose, treat, cure, or prevent any disease and is not a substitute for professional medical advice, diagnosis, or treatment. Outputs must be reviewed and interpreted by qualified professionals, who remain responsible for all decisions.
2. License Grant and Accounts
Subject to this Agreement, Canary grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service, and to download and use any Canary application on supported devices, solely for Customer's internal business or clinical purposes during the Term. Customer does not own the Service.
Customer and its authorized users must maintain accurate account information, keep credentials confidential, and remain responsible for all activity under their accounts. Customer will promptly notify Canary of any unauthorized use or security incident involving its account.
3. Acceptable Use and Restrictions
Customer will use the Service only in compliance with applicable law, and will not permit any user or third party to: (a) reverse engineer, decompile, disassemble, or attempt to access source code or non-public APIs except as permitted by law; (b) copy, modify, or create derivative works of the Service, or remove proprietary notices; (c) rent, sell, lease, lend, distribute, sublicense, or provide the Service or its outputs to a third party except as expressly authorized; (d) use the Service to build a competing product or publish benchmarking or performance results; (e) circumvent technical restrictions, transmit harmful code, or conduct unauthorized security testing; (f) access without authorization any service, account, network, or data, or interfere with the security, integrity, or availability of the Service; or (g) use the Service with Prohibited Data or for High-Risk Activities described in Section 11.
4. Customer Data, Privacy, and AI
Customer is responsible for the content and accuracy of all data submitted to the Service ("Customer Data") and represents that it has obtained all rights, notices, and consents necessary for Canary to process Customer Data as contemplated by this Agreement. Customer grants Canary a worldwide, non-exclusive license to use Customer Data as necessary to provide the Service, generate outputs, maintain the Service, derive usage statistics, create de-identified aggregated data, and comply with law.
Canary will implement reasonable administrative, technical, and physical safeguards designed to protect Customer Data. Canary's AI features may generate probabilistic outputs that are not always accurate, complete, or error-free. Customer acknowledges that outputs require human review and that Canary may monitor AI performance for issues such as inaccuracy, drift, and unintended bias. Customer's and Canary's handling of personal information remains subject to Canary's Privacy Policy.
5. Intellectual Property and Feedback
As between the parties, Canary and its licensors retain all right, title, and interest in and to the Service, including all software, documentation, content, features, functionality, and related intellectual property rights. Except for the limited license expressly granted in this Agreement, no rights are granted to Customer. As between the parties, Customer retains all right, title, and interest in and to Customer Data.
If Customer provides feedback, suggestions, or recommendations relating to the Service, Customer assigns to Canary all right, title, and interest in and to that feedback. If that assignment is ineffective, Customer grants Canary a perpetual, irrevocable, worldwide, royalty-free license to use, disclose, reproduce, modify, and otherwise exploit the feedback without restriction or obligation.
6. Disclaimer of Warranties
THE SERVICE AND ALL OUTPUTS ARE PROVIDED "AS IS," "WITH ALL FAULTS," AND "AS AVAILABLE." CUSTOMER BEARS THE RISK OF USING THE SERVICE. TO THE FULLEST EXTENT PERMITTED BY LAW, CANARY AND ITS SUPPLIERS AND LICENSORS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, AVAILABILITY, AND SECURITY. CANARY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY OUTPUT WILL BE ACCURATE OR COMPLETE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN DISCLAIMERS, SO PORTIONS OF THIS SECTION MAY NOT APPLY TO CUSTOMER.
7. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL CANARY OR ITS SUPPLIERS, SHAREHOLDERS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CANARY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT PAID BY CUSTOMER FOR THE SERVICE IN THE TWELVE MONTHS PRECEDING THE CLAIM OR (B) ONE HUNDRED U.S. DOLLARS (US $100). THESE LIMITATIONS APPLY REGARDLESS OF THE FORM OF ACTION AND EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
8. Indemnification
8.1 Customer Indemnity
Customer will defend, indemnify, and hold harmless Canary and its affiliates, officers, directors, employees, and agents from and against any third-party claims, damages, judgments, settlements, costs, and reasonable attorneys' fees to the extent arising from Customer Data or from Customer's or any authorized user's breach of this Agreement or applicable law.
8.2 Canary IP Indemnity
Canary will defend, indemnify, and hold harmless Customer from and against any third-party claim to the extent alleging that the Service, when used by Customer in accordance with this Agreement, directly infringes a valid United States patent, copyright, or trademark, or misappropriates a third party's trade secret (an "IP Claim"). Canary will have no obligation under this Section 8.2 to the extent an IP Claim arises from: (a) Customer Data or materials provided by Customer; (b) use of the Service in combination with products, services, or data not provided by Canary, if the claim would not have arisen but for that combination; (c) modifications not made by Canary; (d) Customer's continued use after notice from Canary to stop such use; or (e) use of the Service in breach of this Agreement or applicable law.
If the Service is, or in Canary's reasonable opinion is likely to be, subject to an IP Claim, Canary may, at its option and expense: (i) obtain for Customer the right to continue using the affected Service; (ii) modify or replace it with a substantially equivalent non-infringing service; or (iii) if neither option is commercially reasonable, terminate the affected portion of the Service and refund any prepaid, unused fees allocable to that portion. Canary's obligations are conditioned on Customer giving prompt written notice of the IP Claim, granting Canary sole control of the defense and settlement, and providing reasonable cooperation at Canary's expense. Canary may not settle any IP Claim in a manner that admits fault or imposes an unindemnified obligation on Customer without Customer's prior written consent, not to be unreasonably withheld. This Section 8.2 states Customer's exclusive remedy and Canary's entire liability for any IP Claim.
9. Confidentiality
Each party will protect the other's Confidential Information using at least reasonable care and will use it only as necessary to exercise rights or perform obligations under this Agreement. Neither party will disclose Confidential Information except to employees, contractors, advisors, or representatives who need to know it and are bound by confidentiality obligations at least as protective as those in this Agreement. These obligations do not apply to information that is or becomes public through no fault of the recipient, was already known without restriction, is independently developed, or is lawfully received from a third party without restriction. A party may disclose Confidential Information if required by law, and either party may seek equitable relief for unauthorized use or disclosure.
10. Term and Termination
This Agreement begins on the Effective Date and continues until terminated (the "Term"). Either party may terminate this Agreement for the other party's material breach if the breach remains uncured for 30 days after written notice. Canary may suspend or terminate access immediately if Customer breaches this Agreement, if required by law, or if Customer's use risks harm to the Service or others. Customer may terminate at any time by ceasing use of the Service and closing its account. Upon termination, Customer's right to use the Service ends immediately, and Canary may delete Customer Data and outputs in accordance with its retention practices. Sections that by their nature should survive termination will survive.
11. Prohibited Data and High-Risk Activities
"Prohibited Data" means regulated data that the Service is not intended to process unless expressly agreed by Canary in writing, including protected health information subject to HIPAA, payment card data, government identification numbers, certain children's data, and similarly regulated categories of information. "High-Risk Activities" means uses where failure of the Service could reasonably result in death, bodily injury, or severe property or environmental damage, including life-support systems, emergency response, nuclear facilities, autonomous vehicles, and air-traffic control. The Service is not designed for High-Risk Activities.
12. General Provisions
This Agreement, together with the Privacy Policy and any additional incorporated terms, is the complete and exclusive agreement between the parties regarding the Service and supersedes prior or contemporaneous agreements on the same subject. Utah law governs this Agreement, excluding conflict-of-law rules, and the parties submit to the exclusive jurisdiction of the state and federal courts located in Utah. Customer represents that it is not located in, and will not use the Service in, any country subject to U.S. embargo and is not on any U.S. government restricted-party list.
Customer may not assign this Agreement without Canary's prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets. Canary may assign this Agreement without restriction. No waiver is effective unless in writing. If any provision is held unenforceable, the remaining provisions remain in effect. Neither party is liable for delays caused by events beyond its reasonable control. Canary may modify this Agreement, and for existing customers, material changes will take effect 30 days after notice, with continued use constituting acceptance. If any translated version conflicts with the English version, the English version controls.
Contact: Canary Speech, Inc., 50 W Broadway, Ste 333, PMB 90751, Salt Lake City, UT 84101-2027; support@canaryspeech.com.