Terms of Service

1. Parties and acceptance

These Terms of Service ("Terms") form a binding agreement between GMIC.AI Inc., a Delaware corporation with its principal place of business in California ("TalkToDeal," "we," "us"), and the individual or entity who registers an account or uses the service ("you"). By creating an account, activating a MIC05R2 device, or using the service in any way, you accept and agree to be bound by these Terms and our Privacy Policy. If you do not agree, do not use the service.

If you accept 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, in which case "you" refers to that entity.

2. Accounts and eligibility

• You must be at least 18 years old and capable of entering into a binding contract under the laws of your jurisdiction.
• You will provide accurate and current information when you register, keep your credentials confidential, and notify us promptly if you suspect unauthorized use.
• You are responsible for activity under your account, including activity by any rep you allow to use your MIC05R2 device.
• One person, one account. Team plans bind every rep added to the team under the team administrator's account.

3. The service

TalkToDeal is a sales-productivity SaaS that lets you record field sales visits with a MIC05R2 device, transcribe the audio, generate AI coaching reports and customer-facing recaps, and deliver notifications to you and (with explicit consent) the customers you visit. We may add, remove, or modify features at any time; if we materially reduce functionality you have paid for, we will offer a pro-rata refund of the affected portion of any prepaid fees.

4. The MIC05R2 device

• Title to a MIC05R2 device passes to you on shipment; firmware is licensed, not sold (see §9).
• The device is intended for adult, lawful, business use only.
• Firmware updates may be pushed automatically to maintain security, compliance, and feature parity.
• If your device is lost or stolen, you may remotely disable recording and revoke its binding via your account. You remain responsible for any subscription charges until the device is suspended through your account.

5. Recording responsibilities

• You represent that, for every recording you create using the MIC05R2, either (a) you have obtained the consent of all parties required by applicable law, or (b) the recording is lawful in the relevant jurisdiction without such consent.
• You acknowledge that two-party (all-party) consent is required in many U.S. jurisdictions, including California, Florida, Illinois, Maryland, Massachusetts, Montana, Nevada, New Hampshire, Pennsylvania, and Washington, and that you have informed yourself of the applicable rules.
• We provide in-product tooling (customer consent modals at point of sale) to help you meet these obligations, but ultimate responsibility rests with you.
• You will not use the MIC05R2 to record (i) any communication protected by attorney-client, doctor-patient, or comparable privileges, where the recording would breach that privilege; (ii) minors without verified guardian consent where required; (iii) any communication in a place where the speakers have a reasonable expectation of privacy without consent.

6. Your content and our license

"Your Content" means the audio recordings you capture, the transcripts and AI-generated outputs derived from them, and any data you submit to the service. You retain all ownership of Your Content.

To operate the service for you, you grant GMIC.AI Inc. a worldwide, royalty-free, non-exclusive, sub-licensable license to host, store, process, transmit, transcribe, summarize, analyze, and otherwise use Your Content solely to provide the service and to comply with legal obligations. We do not use Your Content to train general AI models without your explicit, separate opt-in.

You represent and warrant that (a) you own or have all necessary rights and consents in Your Content, and (b) Your Content does not violate these Terms or applicable law.

7. Fees, billing, refunds

• Fees are listed on talktodeal.com or in your written order form. Subscription fees are billed in advance on the cycle you select (monthly or annual).
• All fees are exclusive of taxes; you are responsible for applicable sales, use, VAT, and similar taxes.
• Late payments accrue interest at the lesser of 1.5% per month or the maximum allowed by law.
• Refunds. Except as expressly stated in these Terms or required by law, subscription fees are non-refundable. We will issue a pro-rata refund if (a) we materially reduce a paid feature without offering a substantially equivalent replacement, or (b) we terminate your account other than for cause under §13.
• You may cancel auto-renewal at any time from your account; the cancellation takes effect at the end of the current billing cycle.

8. Acceptable use

You will not, and will not allow anyone to:

• Use the service or device to record unlawfully, including in violation of recording-consent statutes or the privacy rights of any person.
• Reverse engineer, decompile, or attempt to derive source code or underlying algorithms of the service, except to the extent allowed by law that may not be excluded by contract.
• Use the service to send unsolicited bulk messages, spam, or unlawful marketing communications. SMS sent through TalkToDeal must comply with the TCPA, CAN-SPAM, and any applicable carrier rules; we may suspend accounts that violate these requirements.
• Bypass usage limits, scrape, or otherwise circumvent technical controls.
• Submit content that infringes intellectual property, violates export controls, contains malware, or facilitates harm to any person.
• Use the service to compete with us by, for example, training a competing AI system on Your Content (subject to §6).

9. Intellectual property

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to use the service and the MIC05R2 firmware for the term of your subscription. We retain all right, title, and interest in and to the service, the MIC05R2 firmware, our marks, our trade dress, and any improvements to them — including improvements derived from aggregated, deidentified usage data.

Feedback you provide is non-confidential and may be used by us for any purpose without obligation to you.

10. Warranties and disclaimers

We warrant that the service will perform materially in accordance with its documentation under normal use. If it does not, your sole remedy (and our sole liability) is for us to use commercially reasonable efforts to correct the non-conformance, or, if we cannot, to terminate the affected portion of your subscription and refund a pro-rata share of the prepaid fees.

Except for the warranty above and any warranties that cannot be excluded under applicable law, the service and the MIC05R2 device are provided "as is" and "as available." We disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from a course of dealing or usage of trade. We do not warrant that the service will be uninterrupted, error-free, or that transcription will be 100% accurate.

11. Limitation of liability

To the maximum extent permitted by law, neither party will be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages — including loss of profits, loss of revenue, loss of business, or loss of data — arising out of or related to these Terms or the service, even if advised of the possibility. Each party's total cumulative liability arising out of or related to these Terms will not exceed the greater of (a) the amount you actually paid us in the 12 months preceding the event giving rise to the liability, or (b) US $100.

The limits in this section do not apply to: (i) your payment obligations; (ii) either party's indemnification obligations; (iii) a party's breach of confidentiality; (iv) gross negligence, willful misconduct, or fraud; (v) liability that cannot be limited under applicable law.

12. Indemnification

You will indemnify, defend, and hold harmless GMIC.AI Inc., its officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, and reasonable attorneys' fees arising from (a) your use of the service or MIC05R2 in violation of these Terms or applicable law, (b) any recording you make using the MIC05R2 in violation of recording-consent or privacy laws, (c) Your Content, and (d) your violation of any third-party right.

We will indemnify you against third-party claims that the service, as delivered by us, infringes a U.S. patent, copyright, or trademark, subject to standard exclusions (combinations, modifications, open-source components, your content). If a claim is made or appears likely, we may, at our option: (i) procure the right for you to continue using the service, (ii) modify the service to be non-infringing, or (iii) terminate the affected portion and refund a pro-rata share of prepaid fees.

13. Term and termination

• These Terms apply for as long as you have an account.
• Either party may terminate for material breach if the breach is not cured within 30 days of written notice.
• We may suspend or terminate for cause immediately if you violate §8 or applicable law, with notice when feasible.
• On termination, your right to access the service ends. We will retain Your Content per our retention schedule; you may export reports during the 30 days following termination by emailing support@talktodeal.com.
• Sections that by their nature survive termination (intellectual property, confidentiality, indemnification, limitation of liability, dispute resolution, miscellaneous) do survive.

14. Dispute resolution / arbitration

Informal resolution first. Before initiating arbitration, the parties will attempt to resolve any dispute informally for at least 60 days by emailing legal@talktodeal.com with a written description of the dispute and the proposed resolution.

Binding arbitration. If informal resolution fails, any dispute arising out of or related to these Terms or the service will be resolved by binding arbitration administered by JAMS under its Streamlined Arbitration Rules then in effect, by a single arbitrator located in San Francisco, California (or by video conference at the arbitrator's discretion). Judgment on the award may be entered in any court of competent jurisdiction.

Class action waiver. The parties waive any right to participate in a class, collective, or representative proceeding. The arbitrator may award relief only on an individual basis.

Carve-outs. Either party may bring (i) an action in small-claims court within that court's jurisdiction or (ii) an action for emergency injunctive relief related to intellectual property or unauthorized access, without first attempting informal resolution.

30-day opt-out. You may opt out of this arbitration agreement by emailing legal@talktodeal.com within 30 days of first accepting these Terms, with the subject line "Arbitration Opt-Out" and your account email in the body. Opting out does not affect the other provisions of these Terms.

15. Governing law and venue

These Terms are governed by the laws of the State of California, USA, without regard to conflict-of-laws principles. Except for matters governed by §14, the exclusive venue for any dispute is the state and federal courts located in San Francisco County, California; each party consents to personal jurisdiction there.

16. Export controls and sanctions

The service and MIC05R2 device are subject to U.S. export-control and sanctions laws. You represent that you are not located in, ordinarily resident in, or a national of any country or region subject to comprehensive U.S. sanctions; that you are not on any U.S. denied- party, debarred, or sanctioned-person list; and that you will not use the service in any manner that would violate these laws.

17. Changes to these Terms

We may update these Terms from time to time. For material changes, we will provide at least 30 days' advance notice by email to the address on your account (where applicable) and by posting a notice on talktodeal.com. If you do not agree to a material change, your sole remedy is to stop using the service before the change takes effect; if you continue to use the service after the effective date, you accept the change.

18. Miscellaneous

• Entire agreement. These Terms, the Privacy Policy, and any order form between you and GMIC.AI Inc. are the entire agreement and supersede prior agreements on the same subject matter.
• No assignment. You may not assign these Terms without our prior written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale.
• Severability. If any provision is found unenforceable, the remainder of these Terms will remain in effect; the unenforceable provision will be interpreted to give effect to its intent to the maximum extent permitted by law.
• No waiver. A party's failure to enforce any provision is not a waiver of future enforcement.
• Force majeure. Neither party is liable for any failure or delay caused by events beyond reasonable control, including acts of God, war, terrorism, riot, embargoes, government action, pandemic, labor stoppage, or internet outage.
• Notices. We may give notice through the service, by email to the address on your account, or by post to your billing address. Notice to us must be sent to legal@talktodeal.com with a copy by post to the address in §19.
• Relationship. The parties are independent contractors. These Terms do not create any partnership, joint venture, employment, or agency relationship.

19. Contact

GMIC.AI Inc.
Attn: Legal
Anaheim, California, United States
Email: legal@talktodeal.com
Support: support@talktodeal.com