Terms of Service

Last updated: February 11, 2025

These Terms of Service (the “Terms”) are a binding agreement between you and Exponential Communication Limited (“Ovida,” “we,” “us,” or “our”).

Applicability

Section A applies to all users worldwide.

Section B applies in addition if your billing address is in the United States.

Section C applies in addition if your billing address is in the European Union or United Kingdom.

By clicking “I agree,” creating an account, or otherwise using the Service, you accept these Terms (including any country‑specific section) and our Privacy Policy.

Section A - Global Terms

Definitions

Account	The unique account created for you to access the Service.
Affiliate	Any entity that controls, is controlled by or under common control with a party.
Aggregated Data	Data derived from Customer Data that has been de‑identified so it does not identify you or any individual.
Application	Any mobile or desktop app we provide.
Customer Data	Recordings, Transcripts, files, chat messages, and any other data or content you or your users submit to the Service.
Device	A computer, phone, tablet or other device that can access the Service.
Generated Output	Any text, analytics, or other output produced by the Service from Customer Data.
Recordings	Audio‑ or video‑recorded communications captured through the Service.
Service	The Ovida web application, APIs, mobile apps, video‑recording infrastructure, analytics engines, related websites, and any support or onboarding services.
Transcripts	Text versions of Recordings created by the Service.
Website	The site accessible at https://ovida.io.
You	The individual or legal entity using the Service.

Acknowledgment

These are the Terms and Conditions governing the use of this Service and the agreement that operates between You and the Company. These Terms and Conditions set out the rights and obligations of all users regarding the use of the Service.

Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, users and others who access or use the Service.

By accessing or using the Service You agree to be bound by these Terms and Conditions. If You disagree with any part of these Terms and Conditions then You may not access the Service.

You must be at least 18 years old (or the minimum age of digital consent in your country, whichever is higher) to use the Service.

Your access to and use of the Service is also conditioned on Your acceptance of and compliance with the Privacy Policy of the Company. Please read Our Privacy Policy carefully before using Our Service.

User Accounts

When You create an account with Us, You must provide Us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of Your account on Our Service.

You are responsible for safeguarding the password that You use to access the Service and for any activities or actions under Your password, whether Your password is with Our Service or a Third-Party Social Media Service.

You agree not to disclose Your password to any third party. You must notify Us immediately upon becoming aware of any breach of security or unauthorized use of Your account.

You may not use as a username the name of another person or entity that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than You without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.

Customer Data, Recordings & Licence

Recording consent: You must obtain and retain all legally required consents from every participant to record, store and analyse communications through the Service. You will defend and indemnify Ovida against any claim arising from your failure to do so.

Licence to process: You grant Ovida a worldwide, non‑exclusive licence to host, copy, display, analyse, and transform Customer Data solely to (a) provide and improve the Service; (b) create Aggregated Data; and (c) comply with law.

You retain ownership of Customer Data and Generated Output.

Content

Our Service allows You to create and post Content. You are responsible for the Content that You post to the Service, including its legality, reliability, and appropriateness.

By posting Content to the Service, You grant Us the right and license to use, analyse, and modify such Content on and through the Service. You retain any and all of Your rights to any Content You create, submit, post or display on or through the Service and You are responsible for protecting those rights. You agree that this license includes the right for Us to make Your Content available to other users of the Service, when you share the Content to them on the Service. Those other users may also use Your Content subject to these Terms.

You represent and warrant that: (i) the Content is Yours (You own it) or You have the right to use it and grant Us the rights and license as provided in these Terms, and (ii) the posting of Your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.

Content Restrictions

Unlawful or promoting unlawful activity.
Defamatory, discriminatory, or mean-spirited content, including references or commentary about religion, race, sexual orientation, gender, national/ethnic origin, or other targeted groups.
Spam, machine – or randomly – generated, constituting unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling.
Containing or installing any viruses, worms, malware, trojan horses, or other content that is designed or intended to disrupt, damage, or limit the functioning of any software, hardware or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of a third person.
Infringing on any proprietary rights of any party, including patent, trademark, trade secret, copyright, right of publicity or other rights.
Impersonating any person or entity including the Company and its employees or representatives.
Violating the privacy of any third person.
Posting false information or deceptive features.

The Company reserves the right, but not the obligation, to determine, in its sole discretion, whether or not any Content is appropriate and complies with this Terms, and to refuse or remove this Content. The Company further reserves the right to make formatting and edits and change the manner of any Content. The Company can also limit or revoke the use of the Service if You post such objectionable Content. As the Company cannot control all content posted by users and/or third parties on the Service, you agree to use the Service at your own risk. You understand that by using the Service You may be exposed to content that You may find offensive, indecent, incorrect or objectionable, and You agree that under no circumstances will the Company be liable in any way for any content, including any errors or omissions in any content, or any loss or damage of any kind incurred as a result of your use of any content.

Content Backups

Although regular backups of Content are performed, the Company does not guarantee there will be no loss or corruption of data.

Corrupt or invalid backup points may be caused by, without limitation, Content that is corrupted prior to being backed up or that changes during the time a backup is performed.

The Company will provide support and attempt to troubleshoot any known or discovered issues that may affect the backups of Content. But You acknowledge that the Company has no liability related to the integrity of Content or the failure to successfully restore Content to a usable state.

You agree to maintain a complete and accurate copy of any Content in a location independent of the Service.

Copyright Policy

Intellectual Property Infringement

We respect the intellectual property rights of others. It is Our policy to respond to any claim that Content posted on the Service infringes a copyright or other intellectual property infringement of any person.

If You are a copyright owner, or authorized on behalf of one, and You believe that the copyrighted work has been copied in a way that constitutes copyright infringement that is taking place through the Service, You must submit Your notice in writing to our copyright agent via email at hello@ovida.org and include in Your notice a detailed description of the alleged infringement.

You may be held accountable for damages (including costs and attorneys' fees) for misrepresenting that any Content is infringing Your copyright.

DMCA Notice and DMCA Procedure for Copyright Infringement Claims

You may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright's interest.
A description of the copyrighted work you claim has been infringed, including its URL or a copy.
Identification of the URL or other specific location where the allegedly infringing material is located.
Your address, telephone number, and email address.
A statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.
A statement under penalty of perjury that the information is accurate and you are authorized to act on the copyright owner's behalf.

Our copyright agent can be reached at hello@ovida.org. We will take appropriate action, including content removal, as needed.

Concierge Service

The Concierge Service is provided by Us via third parties as a service to help You determine the best use of Ovida for your use case. We do not provide advisory or consulting services. All decisions relating to the implementation of information derived from the Concierge by you are at your sole discretion. It is your responsibility to do due diligence and to source appropriate legal or other advice before implementing any actions based on information you have sourced from the Concierge service. We accept no liability for any losses incurred as a result of such implementation.

The Service is protected by copyright, trademark, and other laws of both the Country and foreign countries.

Intellectual Property

The Service and its original content (excluding Content provided by You or other users), features and functionality are the exclusive property of the Company and its licensors.

The Service is protected by copyright, trademark, and other laws of the Country and foreign countries. Our trademarks and trade dress may not be used without prior written consent.

Your Feedback to Us

You grant Ovida a perpetual, irrevocable, royalty-free licence to use and incorporate Feedback into the Service. If assignment is ineffective, you agree to grant us a non-exclusive, perpetual, irrevocable, royalty-free worldwide licence to use it without restriction.

Links to Other Websites

Our Service may contain links to third-party web sites or services that are not owned or controlled by the Company.

The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services.

We strongly advise You to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.

Termination

We may terminate or suspend Your Account immediately, without prior notice or liability, for any reason, including breach of these Terms.

Upon termination, Your right to use the Service will cease. If You wish to terminate Your Account, You may simply discontinue using the Service.

Limitation of Liability

Liability is capped at the greater of (i) fees paid in the 12 months before the claim or (ii) USD 100, except as expressly stated in Sections B or C.

Notwithstanding any damages that You might incur, the entire liability of the Company and any of its suppliers under any provision of this Terms and Your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You through the Service or 100 USD if You haven't purchased anything through the Service.

To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Service, third-party software and/or third-party hardware used with the Service, or otherwise in connection with any provision of this Terms), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose. Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these states, each party's liability will be limited to the greatest extent permitted by law.

"AS IS" and "AS AVAILABLE" Disclaimer

The Service is provided to You "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Service will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

Without limiting the foregoing, neither the Company nor any of the company's provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components. Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.

Export‑Control Compliance

You will not use the Service in violation of U.S. export-control or sanctions regulations (EAR, ITAR, OFAC).

Governing Law

The laws of the Country, excluding its conflicts of law rules, shall govern this Terms and Your use of the Service. Your use of the Application may also be subject to other local, state, national, or international laws. These Terms are governed by the laws of England & Wales, unless Section B or C provides otherwise.

Disputes Resolution

If You have any concern or dispute about the Service, You agree to try to resolve it informally by contacting us.

For European Union (EU) Users

If You are a consumer in the EU, you will benefit from any mandatory provisions of the law of your country of residence.

United States Legal Compliance

You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a "terrorist supporting" country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.

Severability and Waiver

Severability

If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

Waiver

Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms shall not effect a party's ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.

Translation Interpretation

These Terms and Conditions may have been translated if we have made them available to you on our Service. You agree that the original English text shall prevail in the case of a dispute.

Accessibility Commitment

Ovida endeavours to meet WCAG 2.2 AA accessibility guidelines. Email accessibility@ovida.org for assistance.

Changes to these Terms and Conditions

We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material We will make reasonable efforts to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion. By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the website and the Service.

Fees, Trials, and Renewals

20.1 Subscription Plans

The Service is sold on a subscription basis unless otherwise agreed in writing.

Billing Cycle: Subscription fees shown on the order page or order form are billed in advance of each billing cycle (monthly or annual, as selected).

Taxes: Prices are exclusive of VAT, sales tax, GST and other applicable taxes, which you are responsible for paying.

20.2 Free Trials

We will not charge you until the trial period stated on the order page ends;
Unless you cancel before the trial ends, the subscription will convert automatically to the paid plan and we will charge your payment method;
Trial features and duration are at our sole discretion and may change.

20.3 Auto-Renewal & Cancellation

Your subscription renews automatically for successive billing cycles unless you cancel in the account settings or by emailing billing@ovida.io at least one (1) business day before the current cycle ends.

You may cancel at any time, but fees already paid are non‑refundable except as required by law.
We will email a renewal reminder at least 7 days before an annual subscription renews.

20.4 Price Changes

We may change prices at the start of any renewal term by giving you at least 30 days’ notice via email or in‑app message. If you do not agree, you may cancel as described above, effective at the end of your current term.

20.5 Late Payments

Overdue amounts may accrue interest at 1 % per month (or the maximum rate permitted by law). We may suspend the Service until all fees are paid.

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Section B - United States Rider

B.1 Recording Compliance & Indemnity Customer will comply with 18 U.S.C. § 2511 and all state two‑party consent laws. Customer will indemnify Ovida for any claim arising from non‑compliance.
B.2 California Consumer Privacy Act (CPRA) Ovida acts as a “Service Provider.” We do not “sell” or “share” Personal Information as defined by the CPRA.
B.3 Liability Cap Carve‑outs The global liability cap does not apply to: (i) breaches of B.1; (ii) either party’s intellectual‑property indemnity; or (iii) willful misconduct.
B.4 Governing Law & Venue For U.S. customers, these Terms are governed by the laws of the State of Delaware, and disputes shall be resolved exclusively in the state or federal courts of Wilmington, Delaware.

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Section C – EU / UK Rider

C.1 Data Protection (GDPR) Ovida acts as a Processor of Personal Data and will process it in accordance with the UK GDPR / EU GDPR and our Data Processing Addendum.
C.2 Digital Services Act Notice‑and‑Action To report allegedly illegal content, email dsanotice@ovida.org with the information required by Article 16 of the DSA.
C.3 Mandatory Consumer Rights & Courts If you are an EU or UK consumer, mandatory consumer rights and the courts of your country of residence apply.

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Contact Us

If you have any questions about these Terms and Conditions, you can contact us:

Email: hello@ovida.org