Say2Prompt Terms of Service and End User Licence Agreement

DRAFT for legal review — not yet in force. Items in [brackets] must be completed before publication.

Version: 2    Effective date: [date]

These terms are an agreement between you and SHIJIA (HONGKONG) CONSULTING SERVICE CO., LIMITED (世嘉(香港)咨詢服務有限公司), a private company limited by shares incorporated in Hong Kong (Business Registration No. 77434606), registered office [address] ("we", "us").
They cover the Say2Prompt desktop software (the "App") and, if you use it, the Say2Prompt hosted service, Say2Prompt Cloud (the "Service"). By installing or using the App you accept these terms. If you do not accept them, do not use the App. The English version prevails over any translation.

1. Who may use Say2Prompt
You must be at least 18 years old and able to enter into a binding contract. You must not use the App or Service if you are located in, or are a national of, a country or region subject to comprehensive sanctions, or are on a sanctions or restricted-party list. Parts of the Service rely on providers located in the United States.

2. Licence
2.1 We grant you a personal, non-exclusive, non-transferable, revocable licence to install and use the App on devices you own or control, for your own personal use or the internal business use of your organisation. A paid plan may be used on up to 3 devices at a time; you can deactivate a device to free a slot.
2.2 You must not, except to the extent applicable law expressly permits: copy, modify or create derivative works of the App; decompile, disassemble or reverse engineer it; remove notices; resell, rent, sublicense or share your account or licence; provide the App or Service to third parties as a service bureau; or use the Service through automated means rather than interactive dictation by a human.
2.3 The App includes open-source software, including software derived from Handy (MIT licence, copyright (c) 2025 CJ Pais). Open-source components are licensed under their own terms, reproduced in the App under About > Open-source licences; nothing in these terms limits your rights under those licences.
2.4 We and our licensors own the App and Service. No rights are granted except as stated here.

3. Ways to use speech recognition and text cleanup
3.1 Hosted service (Say2Prompt Cloud): with a verified Say2Prompt account, the Service gives the App speech recognition and text cleanup by providers we select, within your plan's allowance (section 4.7). Audio and text are relayed through our servers to those providers and are not stored by us; see the Privacy Policy.
3.2 Your own keys ("BYOK"): you may instead enter your own API keys for supported providers (for example Soniox or Groq). In that case you are the provider's customer: you must comply with the provider's terms (some providers, including Groq, do not offer their API for consumer use and require users to be 18+), you pay the provider's fees, you are responsible for keeping your keys secure, and our servers are not involved in your requests. We are not responsible for a provider's availability, changes, charges or handling of your data.
3.3 Local mode: if you use an on-device speech model with cleanup turned off, audio and text do not leave your device.

4. Subscriptions, payment and refunds
4.1 Payments are processed by Stripe. Where Stripe acts as the seller of record for your purchase (as shown at checkout), its terms govern payment, taxes and invoices.
4.2 Subscriptions renew automatically at the end of each billing period at the then-current price until you cancel. We will remind you before an annual plan renews. You can cancel at any time from your account; cancellation takes effect at the end of the current period and you keep access until then.
4.3 Free cloud minutes: a verified account can claim 60 minutes of hosted dictation, once. They do not reset or renew, are not a trial that turns into a paid plan, and need no payment method. One claim per person: we may delay, hold for review or refuse a claim that appears to repeat an earlier one (for example from the same installation, or from automated sign-ups). This never affects local models or your own API keys.
4.4 Price changes: we will give at least 30 days' notice. A new price applies from your next renewal; you can cancel before then.
4.5 Refunds: if this is your first purchase of a paid plan, you can request a full refund within 14 days of the payment, provided you used no more than
3 hours (180 minutes) of hosted dictation in that time. Write to us from your account's email address. A refund ends the plan, and its remaining minutes, immediately. Otherwise payments for a period that has started are not refundable, except (a) where required by law, (b) if we terminate your subscription without cause, or (c) if we discontinue the Service, in which cases we refund the unused part of any prepaid period.
4.6 Statutory withdrawal (EU, UK and similar laws): if you are a consumer with a legal right to withdraw from a distance contract, you may withdraw from a paid plan within 14 days of buying it. If you asked us to start the Service in that period, we refund the price minus an amount proportionate to the Service provided until you withdrew (the share of the period's hosted minutes you used). This is in addition to section 4.5, not instead of it.
4.7 Allowances and limits: each plan's hosted allowance is shown on the pricing page and in the App. Currently: 60 minutes once (Free), and 1,500 minutes (25 hours) per monthly period (Pro; yearly plans also receive 1,500 minutes each month, not the year's minutes at once). Unused minutes do not carry over. Other limits: one dictation at a time per account, at most 5 minutes (Free) or 10 minutes (Pro) per dictation, and up to 3 computers per account. When an allowance is used up, hosted dictation stops until it renews; we never charge for extra usage automatically. Local models and your own API keys are not limited by these allowances. We may suspend hosted access that is automated, shared, resold, or used to get more free minutes than allowed, after notice where practicable.

5. Acceptable use
You must use Say2Prompt lawfully. In particular you must not: (a) record or transcribe other people without the notices or consents required by law, or use Say2Prompt for covert recording, wiretapping or interception;
(b) create or transmit unlawful content, including child sexual abuse material, content that infringes others' rights, or content that promotes violence or hatred;
(c) use outputs as the sole basis for decisions with legal or similarly significant effects on people, or in safety-critical settings (such as medical, emergency or vehicle control) without human review; (d) attempt to access the Service other than through the App, probe or overload it, or circumvent limits;
(e) breach the acceptable use policies of the speech and language providers, which apply to your use and which we may pass on to you.
You are solely responsible for complying with recording and privacy laws that apply to you and to people whose voices may be captured.

6. Your content and AI output
6.1 "Your content" means the audio you record, the text recognised from it and the cleaned-up text. As between you and us, you own your content.
6.2 You grant us and our providers the rights needed to process your content solely to provide the Service to you. We do not use your content to train models and we do not sell it. Our Privacy Policy describes how data is handled.
6.3 Speech recognition and AI cleanup can be inaccurate, can omit or change words, and can produce text you did not intend. Output is not professional advice. Say2Prompt inserts text into the window you were using; you must review text before you send, submit or execute it (for example in a chat, email or terminal). You are responsible for what you send or run.

7. Privacy
Our Privacy Policy, shown in the App and at [website]/privacy, explains what we process. Before any data is sent to a cloud provider the App asks for your consent, including to the transfer of data outside your region.

8. Updates and changes to the Service
We may update the App and Service, including adding or removing features or providers. If a change materially reduces a paid plan, you may cancel and receive a pro-rata refund for the unused prepaid period.

9. Warranties
To the extent permitted by law, the App and Service are provided "as is" and "as available", without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, accuracy and non-infringement. We do not warrant uninterrupted or error-free operation. Nothing in these terms excludes or limits rights that cannot be excluded under applicable consumer law.

10. Limitation of liability
10.1 To the extent permitted by law, we will not be liable for indirect, incidental, special or consequential loss, or for loss of profits, revenue, data or goodwill, arising from your use of Say2Prompt.
10.2 To the extent permitted by law, our total liability for all claims relating to the App and Service is limited to the greater of (a) the amounts you paid us in the 12 months before the event giving rise to the claim and (b) USD 100.
10.3 Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud, or for any liability that cannot be limited or excluded by law.

11. Indemnity
To the extent permitted by law, you will indemnify us against claims by third parties arising from your content or your breach of section 5 (Acceptable use). If you are a consumer, this applies only where you acted unlawfully.

12. Suspension and termination
You may stop using Say2Prompt at any time. We may suspend or terminate your access if you materially breach these terms, fail to pay, or if required by law or sanctions, with notice where practicable. Sections 2.4, 6, 9 to 11 and
13 survive termination.

13. Governing law and disputes
These terms are governed by the laws of the Hong Kong Special Administrative Region, and the courts of Hong Kong have jurisdiction. If you are a consumer resident in another country, you also keep the protection of mandatory laws of that country and may bring proceedings in its courts. Before starting proceedings, please contact us at [email] so we can try to resolve the issue.

14. Changes to these terms
We will give at least 30 days' notice of material changes by email or in the App. Changes take effect at your next renewal (or, for free users, at the end of the notice period). If you do not agree, you may cancel before they take effect and, for prepaid annual plans, receive a pro-rata refund.

15. General
These terms, the Privacy Policy and any plan description form the entire agreement between you and us about Say2Prompt. If a provision is unenforceable, the rest remains in effect. We are not liable for delays caused by events beyond our reasonable control. You may not assign these terms; we may assign them to a successor of our business with notice to you.

Contact: [email]   SHIJIA (HONGKONG) CONSULTING SERVICE CO., LIMITED, [address]