Draft. Pending legal review, a registered address and a final effective date. Not yet binding.

Terms of Service

Last Updated: 2026-05-22 Version: 1 (DRAFT — pending lawyer review) Effective Date: 2026-06-18

These Terms of Service (“Terms”) are a binding agreement between you (“you”, “Customer”) and Individual Entrepreneur ARTEM KHAUSTOV, a Georgian Individual Entrepreneur registered with the Georgian Revenue Service under ID 302302657 (“NoParrot”, “we”, “us”), governing your access to and use of the NoParrot software, web application, and related services (collectively, the “Service”).

By creating an account, installing the application, or otherwise using the Service, you agree to these Terms. If you do not agree, do not use the Service.

1. Definitions

  • “Service” — the NoParrot hosted web application, REST API, command-line interface, desktop applications, and all related features.
  • “Software” — the locally installable NoParrot client (covered separately by the EULA).
  • “Subscription” — a recurring paid plan (Pro Monthly, Pro Annual, Team).
  • “Cloud Credits” — pre-paid one-time purchases for cloud transcription compute time.
  • “Pro features” — features marked as available only on paid tiers (Pro, Team, Enterprise).

2. Eligibility

To use the Service, you must:

  1. Be at least 16 years old (EU/EEA) or 13 years old (US) and not under the age of digital consent in your jurisdiction. If you are between the minimum age and 18, you confirm that your parent or legal guardian has reviewed and agreed to these Terms.
  2. Have legal capacity to enter into a binding contract.
  3. Not be located in, or a national of, any country subject to comprehensive sanctions (currently: Cuba, Iran, North Korea, Syria, Crimea, occupied regions of Ukraine, Russia, Belarus, and any other jurisdiction added to the OFAC SDN List or EU sanctions lists from time to time).
  4. Not be listed on any sanctions or denied-party list (OFAC SDN, EU consolidated list, UK HMT list, UN list).
  5. Use the Service in compliance with all applicable laws and regulations.

📝 Export control representation. By using the Service you represent that you are not on any sanctions or denied-party list and are not present in a sanctioned jurisdiction.

3. Account

3.1 Registration

You may need to create an account to access paid features. You agree to:

  • Provide accurate, current, and complete information.
  • Promptly update your information.
  • Keep your password confidential.
  • Notify us immediately of any unauthorised access.
  • Maintain one account per person (sharing accounts is prohibited).

3.2 Account security

You are responsible for all activity under your account. We may suspend or terminate any account that shows signs of compromise, abuse, or shared use.

4. Subscriptions

4.1 Plans

The Service is offered under the following plans:

  • Free — unlimited local transcription, basic features.
  • Pro — $9.99/month or $89/year (early-bird pricing of $69/year may be available for a limited time).
  • Team — $19/seat/month or $179/seat/year, minimum 3 seats.
  • Enterprise — custom pricing, contact support@noparrot.com.

Each plan unlocks specific features as documented at https://transcribeai.app/pricing.

4.2 Billing

  • All payments are processed by Lemon Squeezy Inc. acting as our Merchant of Record (MoR).
  • Lemon Squeezy collects and remits all applicable VAT, sales tax, GST, and similar taxes.
  • Prices are displayed in your local currency where available; billing currency is USD unless otherwise stated.
  • Payment methods supported: credit card, PayPal, Apple Pay, Google Pay, and other methods offered by Lemon Squeezy.

4.3 Auto-renewal

Your subscription automatically renews at the end of each billing period unless you cancel before the renewal date through your Customer Portal at https://billing.transcribeai.app.

Country-specific provisions

  • California (United States) — SB-313 / Auto-Renewal Law. You may cancel anytime online through your Customer Portal. You will receive a renewal reminder email 7 days before each annual renewal.
  • France — Loi Châtel (Code de la consommation L. 215-1). For annual plans, we will notify you between 1 and 3 months before automatic renewal of your right to cancel. If we fail to provide such notice, you may cancel free of charge at any time.
  • Italy — Codice del Consumo. You receive a 30-day pre-renewal notice and may exercise your recesso right within 14 days of renewal.
  • Germany — §309 No. 9 BGB. After the initial 12-month term, an annual subscription automatically converts to monthly renewal terminable with one month’s notice.
  • EU/EEA — Directive 2011/83/EU. You have a 14-day right of withdrawal from a new subscription (see Refund Policy for full terms).

4.4 Free trial

A 14-day free Pro trial may be offered to new users at our discretion. The trial:

  • Does not require a credit card.
  • Provides full Pro features for 14 days from your first sign-in.
  • May be extended once by 7 days within 7 days of original expiration.
  • Is limited to one per person, household, and device (see Acceptable Use, AUP).
  • Auto-downgrades to Free at the end of the trial — your data is preserved per retention policy.

4.5 Cancellation

You may cancel anytime via the Customer Portal. Cancellation takes effect at the end of the current billing period; you retain access until then.

5. License grant — hosted Service

Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the hosted Service for your internal business or personal purposes during your subscription.

The license for the locally installed Software is granted under a separate EULA. In the event of conflict between these Terms and the EULA regarding hosted services, these Terms control; for locally installed Software behaviour, the EULA controls.

6. Acceptable Use

You agree to use the Service only for lawful purposes and in accordance with the Acceptable Use Policy (AUP). Violations may result in suspension or termination of your account.

7. User Content

7.1 Ownership

You retain all rights, title, and interest in and to your audio, video, transcripts, and any other content you process through the Service (“User Content”). We do not claim ownership of User Content.

7.2 License to us

You grant us a limited, non-exclusive, royalty-free license to process User Content solely to provide the Service (e.g., transcribe audio, generate filenames, push to your configured integrations). This license terminates when you delete the content.

7.3 Privacy of audio

  • Local processing (default): audio and transcripts never leave your machine.
  • Cloud processing (opt-in only): if you explicitly opt in to cloud transcription, your audio is encrypted in transit (TLS 1.3) and sent to our compute provider (currently RunPod). Audio is deleted within 30 days of processing. We do not use your audio to train any models.
  • See Privacy Policy for full details.

7.4 Feedback

If you provide feedback, suggestions, or bug reports, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use such feedback for any purpose without compensation.

8. Cloud transcription specifics

8.1 Opt-in only

Cloud transcription is never enabled by default. You must explicitly choose to use cloud compute for each transcription job, or enable it in Settings.

8.2 Cloud credits

Cloud Credits are pre-paid digital vouchers issued by us as single-purpose vouchers under EU Council Directive 2016/1065. VAT/sales tax is collected by Lemon Squeezy at the time of purchase.

  • Cloud Credits expire 12 months from the date of purchase.
  • Cloud Credits are not transferable.
  • Topup packs are non-refundable once any credit has been consumed, provided you affirmed the right-of-withdrawal waiver at checkout (Article 16(m) Consumer Rights Directive). See Refund Policy.

8.3 Quality and speed tiers

You may choose Standard, Fast, or Batch processing tiers. Credit consumption varies by tier and selected add-ons (e.g., diarisation, OpenAI polish). The Service displays the exact credit cost before submission. The price snapshot at the moment of submission is binding — subsequent multiplier changes do not affect in-flight jobs.

9. Service availability

9.1 No SLA for Free / Pro

The Service is provided “as is” and “as available”. We do not guarantee specific uptime for Free or Pro plans. We use reasonable efforts to maintain availability and to provide timely maintenance.

9.2 Team and Enterprise SLA

Team and Enterprise customers may receive specific Service Level Agreements via separate written agreement.

9.3 Beta features

We may offer experimental “Beta” features. Beta features:

  • Are provided as-is, may change or be discontinued without notice.
  • Are not subject to any uptime guarantee.
  • May have additional terms that we will communicate before activation.

9.4 Maintenance

We may perform scheduled maintenance with advance notice. Emergency maintenance may be performed without notice.

10. Termination

10.1 By you

You may terminate at any time by cancelling your subscription in the Customer Portal and deleting your account in Settings. Account deletion is subject to a 7-day grace period.

10.2 By us

We may suspend or terminate your access if:

  • You materially breach these Terms or the AUP.
  • You fail to pay fees due.
  • You engage in fraud, abuse, or chargebacks.
  • We are required by law.
  • Continued provision becomes commercially impracticable.

10.3 Effect of termination

Upon termination:

  • Your access to paid features ends.
  • Cloud Credits already purchased remain valid for the remaining 12-month window.
  • Your User Content is retained for 30 days then permanently deleted, unless legally required to be retained longer (e.g., tax records — 10 years).
  • Provisions which by their nature should survive termination (IP, indemnification, liability, dispute resolution) remain in effect.

11. Intellectual Property

The Service, Software, our trademarks, logos, domain names, source code, and all related content are our exclusive property or that of our licensors. Nothing in these Terms grants you any IP rights except the limited licenses expressly described.

12. Warranties Disclaimer

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY OF TRANSCRIPTION RESULTS.

We do not warrant that:

  • The Service will be uninterrupted or error-free.
  • Transcriptions will be accurate (Whisper-based transcription is subject to inherent limitations).
  • AI-generated filenames or template outputs will be appropriate for any specific use.

You acknowledge that transcription accuracy depends on audio quality, speaker characteristics, language, and other factors beyond our control.

[LAWYER: verify enforceability of this disclaimer in EU consumer law context — Directive 1999/44/EC and 2019/771 restrict certain warranty disclaimers for consumers.]

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

(a) Neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages.

(b) Our total cumulative liability for any claim arising out of or relating to these Terms or the Service will not exceed the GREATER OF: - One hundred US dollars ($100), or - The total fees you paid us in the twelve (12) months immediately preceding the event giving rise to the claim.

(c) The limitations in this Section 13 do NOT apply to: - Liability for gross negligence, wilful misconduct, or fraud. - Liability that cannot be limited under applicable law (including, in the EU/EEA, liability for breach of essential contractual obligations under Directive 93/13/EEC). - Your indemnification obligations under Section 14.

[LAWYER: California Civ. Code §1668 voids waivers for wilful acts and statutory fraud — confirm the carve-out language is sufficient.]

14. Indemnification

You will defend, indemnify, and hold us harmless from any claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from:

  • Your User Content, including any allegations that it infringes third-party rights.
  • Your use of the Service in violation of these Terms or applicable law.
  • Your misuse of the Service to harass, defraud, or harm others.

For Enterprise customers, we may agree to mutual indemnification in a separate written agreement.

15. Governing Law and Disputes

15.1 Governing law

These Terms are governed by the laws of Georgia (country), without regard to conflict-of-law principles.

[LAWYER: confirm Georgian law is acceptable here, or consider English law + LCIA arbitration for better international recognition with EU/US enterprise customers. Note: if founder establishes US LLC in Phase 2, this clause flips to Delaware.]

15.2 Disputes

15.2.1 Consumer claims

If you are a consumer in the EU/EEA, UK, Switzerland, Brazil, Quebec, or any jurisdiction where mandatory arbitration is restricted, you retain your statutory right to bring proceedings in the courts of your country of residence under your local consumer protection law. Nothing in this Section limits such rights.

15.2.2 Small claims and informal resolution

Before formal proceedings, both parties will attempt to resolve any dispute by good-faith discussions for at least 30 days. Either party may bring a claim in its local small-claims court where available.

15.2.3 Arbitration for B2B (US and non-consumer)

For non-consumer disputes valued over US$10,000:

  • Claims will be resolved by binding arbitration administered by the International Chamber of Commerce (ICC) under its Arbitration Rules.
  • The seat of arbitration is Tbilisi, Georgia. The language is English.
  • Each party bears its own fees and costs unless the tribunal decides otherwise.

15.2.4 Class-action waiver

To the extent permitted by applicable law, all claims must be brought on an individual basis. This waiver does not apply to consumers in jurisdictions where class-action waivers are unenforceable (see Section 15.2.1).

[LAWYER: review per Brazil CDC, Quebec CCQ, California McGill — confirm carve-outs are sufficient.]

15.3 Equitable relief

Either party may seek injunctive or equitable relief in any court of competent jurisdiction for breach of intellectual property rights or confidentiality.

16. EU Online Dispute Resolution

If you are a consumer in the EU/EEA, you may use the European Commission’s Online Dispute Resolution platform at https://ec.europa.eu/consumers/odr. We are not obliged to participate in ODR, but we will respond to any submissions in good faith.

17. Changes to these Terms

We may modify these Terms from time to time. Material changes will be communicated by email to active subscribers and by notice in the Service at least 30 days before they take effect. Your continued use after the effective date constitutes acceptance.

If you disagree with a material change, you may cancel your subscription before the effective date and receive a pro-rated refund for the unused portion of pre-paid fees.

The version of these Terms in effect at the time of your acceptance is recorded against your account; you may request a copy at legal@noparrot.com.

18. General

18.1 Entire agreement

These Terms, together with the documents referenced herein (Privacy Policy, EULA, Refund Policy, AUP, DPA where applicable), constitute the entire agreement between us regarding the Service and supersede prior agreements on this subject matter.

18.2 Severability

If any provision is held unenforceable, the remaining provisions remain in full effect.

18.3 No waiver

Failure to enforce any right does not waive future enforcement.

18.4 Assignment

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

18.5 Force majeure

Neither party is liable for delays or failures due to circumstances beyond reasonable control, including natural disasters, war, sanctions, internet outages, or third-party service failures (including our Merchant of Record and cloud compute providers).

18.6 Independent contractors

The parties are independent contractors. No joint venture, partnership, or agency is created.

18.7 Notices

  • Notices to us: legal@noparrot.com, with copy to the registered address of Individual Entrepreneur ARTEM KHAUSTOV at Georgia, Tbilisi, Chugureti district, Mikheil Tsinamsavrishvili street, N 52.
  • Notices to you: the email address associated with your account.

19. Contact

Questions about these Terms?

  • Email: legal@noparrot.com
  • Postal: Individual Entrepreneur ARTEM KHAUSTOV, Georgia, Tbilisi, Chugureti district, Mikheil Tsinamsavrishvili street, N 52, Georgia.

For privacy-related questions, see our Privacy Policy and contact privacy@noparrot.com.

This document was prepared in plain English to maximise reader comprehension. In case of translation discrepancies, the English version prevails.

Source last updated: 2026-05-22