Terms of Service & End-User Licence Agreement

1. Agreement to Terms

These Terms of Service and End-User Licence Agreement (‘Agreement’) constitute a legally binding contract between you (‘User’, ‘you’, ‘your’) and Troy Maxwell Tompkins, an Australian sole trader (ABN 76 078 692 390) (‘Parley’, ‘we’, ‘us’, ‘our’), governing your access to and use of the Parley macOS desktop application and related services (‘App’).

This Agreement should be read together with our Privacy Policy, which is incorporated by reference.

2. Definitions

• ‘App’: The Parley macOS desktop application, including all updates and new versions.
• ‘Content’: Audio recordings, transcripts and summaries created by you using the App.
• ‘Licence’: The limited, non-exclusive right granted under Section 5 to use the App.
• ‘Lemon Squeezy’: Lemon Squeezy LLC, the Merchant of Record for Parley subscriptions.
• ‘Subscription’: A paid monthly subscription to access the App's premium features, purchased via Lemon Squeezy.
• ‘Free Trial’: The limited free use of the AI-summary feature described in Section 3.3.

3. Subscription, Billing and Payments

3.1 Merchant of Record

All subscription payments are processed by Lemon Squeezy as the Merchant of Record. When you purchase a Parley subscription, you enter into a payment transaction with Lemon Squeezy governed by Lemon Squeezy's Terms of Service (lemonsqueezy.com/terms) and Privacy Policy in addition to this Agreement. Lemon Squeezy is responsible for issuing receipts, handling payment disputes, and remitting applicable taxes.

We do not collect, store or process your payment card or bank account details.

3.2 Subscription Price and Auto-Renewal

The current subscription price is USD 19.00 per month (‘Subscription Fee’). Prices are displayed at checkout in the applicable currency and may include local taxes calculated by Lemon Squeezy.

Subscriptions renew automatically at the end of each billing period unless cancelled by you before the renewal date. By subscribing, you authorise Lemon Squeezy to charge your payment method on a recurring monthly basis.

We reserve the right to change the Subscription Fee. We will provide at least 30 days' prior notice of any price increase by email and/or in-App notification. Continued use of the App after a price change takes effect constitutes acceptance of the new price. If you do not accept a price change, you must cancel before the new price takes effect.

3.3 Free Trial

New users receive three (3) free uses of the AI-summary feature (‘Free Trial’). No credit card is required during the Free Trial. Transcription remains unlimited and free at all times.

Upon exhausting the Free Trial, a Subscription is required to continue using the AI-summary feature. You will be prompted to subscribe before the fourth summary request.

3.4 Cancellation

You may cancel your Subscription at any time through your Lemon Squeezy customer portal. Cancellation takes effect at the end of the current billing period; you retain access to Subscription features until that date. Cancellation does not delete your locally stored Content (see Section 3.6 and Privacy Policy Section 10).

To cancel: Log in to your Lemon Squeezy customer portal at the link provided in your purchase receipt, and select ‘Cancel Subscription’.

3.5 Refund Policy

All subscription fees are non-refundable except:

• Where required by applicable law (including non-excludable rights under the Australian Consumer Law — see Section 11);
• At our sole discretion, in exceptional circumstances assessed on a case-by-case basis.

To request a refund, contact us at support@getparley.app within 14 days of the charge. Payment disputes may also be raised directly with Lemon Squeezy as Merchant of Record.

3.6 Effect of Cancellation or Termination on Local Data

Cancelling or terminating your Subscription does not delete your locally stored Content. Your audio, transcripts and summaries remain in the App's local data folder on your Mac until you choose to delete them. However, if your Subscription lapses, you will lose access to the AI-summary feature. Transcription remains available.

4. Recording Consent — Your Legal Obligation

Laws governing the recording of conversations vary significantly by jurisdiction:

• Some jurisdictions (including several Australian states and territories, and many US states) require that ALL parties to a conversation consent to recording (‘all-party consent’ or ‘two-party consent’).
• Other jurisdictions permit recording with the consent of one party (which may be you, the person doing the recording).
• Additional rules may apply to telephone calls, calls that cross jurisdictions, recordings made in the course of a business or professional practice, recordings involving sensitive categories of information (health, legal proceedings, etc.), and other specific circumstances.

You are SOLELY RESPONSIBLE for:

• Determining which recording-consent laws apply to each recording you make;
• Obtaining all required consent from all required parties before recording;
• Complying with all applicable laws, regulations and professional standards;
• Ensuring that any use or disclosure of recordings, transcripts and summaries complies with applicable law and your professional obligations (including legal professional privilege, client confidentiality, financial services regulations, etc.).

We expressly disclaim all liability for any unlawful recording made using Parley. You agree to indemnify and hold us harmless from any claim, loss, penalty or liability arising from your failure to comply with applicable recording-consent laws (see Section 11).

5. Licence Grant, Restrictions and Ownership

5.1 Licence Grant

Subject to your compliance with this Agreement and payment of applicable Subscription Fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to install and use one copy of the App on up to three (3) macOS devices that you personally own or control, solely for your internal personal or business purposes (‘Licence’).

5.2 Licence Restrictions

You must not:

• Copy, reproduce, modify, adapt, translate, or create derivative works of the App or any part thereof;
• Reverse-engineer, decompile, disassemble, or attempt to derive the source code of the App, except to the minimum extent permitted by applicable law and only where we have failed to provide the relevant information on request;
• Rent, lease, lend, sell, resell, distribute, sublicence or otherwise transfer the App or your Licence to any third party;
• Remove, alter or obscure any proprietary notices, labels or marks on or in the App;
• Use the App for any unlawful purpose or in violation of any applicable law;
• Circumvent, disable or otherwise interfere with any licence-enforcement, security or access-control features of the App;
• Use the App to record individuals without obtaining all legally required consent (see Section 4);
• Use the App to process information that would violate any applicable professional secrecy, privilege or data protection law without having taken appropriate measures (e.g., professional regulatory approval, client consent).

5.3 Intellectual Property Ownership

Parley and all content within the App (other than your Content), including but not limited to the software code, design, user interface, documentation, trade marks and logos, are and remain the exclusive property of Troy Maxwell Tompkins or its licensors. This Agreement does not transfer to you any right, title or interest in or to the App beyond the Licence granted herein.

Third-party components: The App incorporates open-source software, including the OpenAI Whisper transcription model. Attribution and licence notices for these components are available within the App at Help > Acknowledgements.

5.4 Your Content

You retain all rights to the audio recordings you make and to the transcripts and summaries generated therefrom (‘Your Content’). We claim no ownership of Your Content. We do not access Your Content except as described in this Agreement (i.e., transcript text transmitted to Anthropic when you generate a summary).

6. AI Accuracy Disclaimer and ‘As Is’ Provision

You acknowledge and agree that:

• Transcripts and AI summaries are provided ‘as is’ and may be inaccurate, incomplete, misleading or wrong;
• All transcripts and AI summaries must be independently verified by a qualified human before being relied upon, shared with clients, submitted to any regulatory body, or used as the basis for any professional or financial decision;
• Parley does not guarantee the accuracy, completeness, currency or fitness for any particular purpose of any transcript or AI summary;
• You accept full responsibility for any reliance on or use of transcripts or AI summaries.

7. Not Professional Advice

The App is a productivity tool only. Nothing produced by the App — including transcripts, AI summaries or any other output — constitutes legal, financial, tax, accounting, investment, medical or other professional advice. No professional relationship (solicitor-client, adviser-client, accountant-client, or otherwise) is created between you and Parley by virtue of your use of the App.

If you require professional advice, please consult a suitably qualified professional.

8. Acceptable Use and Prohibited Conduct

In addition to the restrictions in Section 5.2, you agree not to use the App:

• To record, transcribe, or process communications in violation of any applicable law, court order, regulatory requirement, or third-party right;
• In a manner that infringes any intellectual property, privacy, confidentiality, or other right of any person;
• To harass, stalk, intimidate, defraud, or harm any person;
• To store, transmit or process material that is unlawful, defamatory, obscene, discriminatory, or violates any applicable standard;
• In any way that could damage, disable, overburden or impair our services or third-party services (e.g., making excessive API calls);
• For any purpose in violation of professional regulatory obligations applicable to your profession (legal, financial, medical, etc.).

9. Disclaimers of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW (INCLUDING THE AUSTRALIAN CONSUMER LAW (‘ACL’) IN SCHEDULE 2 OF THE COMPETITION AND CONSUMER ACT 2010 (CTH)):

• THE APP IS PROVIDED ‘AS IS’ AND ‘AS AVAILABLE’ WITHOUT WARRANTY OF ANY KIND;
• WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE OR NON-INFRINGEMENT;
• WE DO NOT WARRANT THAT THE APP WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS;
• WE DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF ANY TRANSCRIPT OR AI SUMMARY GENERATED BY THE APP.

NOTHING IN THIS AGREEMENT EXCLUDES, RESTRICTS OR MODIFIES ANY CONSUMER GUARANTEE, RIGHT OR REMEDY CONFERRED BY THE ACL OR ANY OTHER APPLICABLE STATUTE THAT CANNOT BY LAW BE EXCLUDED, RESTRICTED OR MODIFIED (‘NON-EXCLUDABLE GUARANTEE’). WHERE SUCH GUARANTEES APPLY AND CANNOT BE EXCLUDED, OUR LIABILITY FOR BREACH OF A NON-EXCLUDABLE GUARANTEE IS LIMITED, AT OUR OPTION, TO: (A) SUPPLYING THE SERVICES AGAIN; OR (B) PAYING THE COST OF HAVING THE SERVICES SUPPLIED AGAIN, IN EACH CASE TO THE EXTENT PERMITTED BY THE ACL.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW (INCLUDING THE ACL):

• IN NO EVENT WILL WE, OUR DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, SUCCESSORS OR ASSIGNS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR ANY OTHER LOSS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE APP, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES;
• OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL SUBSCRIPTION FEES PAID BY YOU TO US (VIA LEMON SQUEEZY) IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The limitations above do not apply to: (a) liability that cannot be limited under the ACL or other applicable law; (b) our liability for death or personal injury caused by our negligence; or (c) our liability for fraud or fraudulent misrepresentation.

11. Indemnification

You agree to defend, indemnify and hold harmless Troy Maxwell Tompkins and his directors, officers, employees, contractors, agents, licensors and service providers from and against any and all claims, liabilities, damages, judgments, awards, losses, costs and expenses (including reasonable legal fees) arising out of or relating to:

• Your breach of this Agreement;
• Your violation of any applicable law, regulation or third-party right, including any recording-consent or wiretap law;
• Your Content and any use you make of it;
• Any claim by a third party arising from your recording, transcription, or use of AI summaries of their communications.

12. Termination and Suspension

12.1 Termination by You

You may terminate this Agreement at any time by cancelling your Subscription (see Section 3.4) and uninstalling the App. No refund is due unless required by law.

12.2 Termination or Suspension by Us

We may suspend or terminate your Licence immediately, with or without notice, if:

• You materially breach this Agreement and (where the breach is capable of remedy) fail to remedy the breach within 14 days of written notice;
• You engage in conduct we reasonably believe to be unlawful, harmful, or a serious violation of these terms;
• We are required to do so by law or court order;
• We discontinue the App (with reasonable notice where practicable).

12.3 Effect of Termination

On termination: (a) your Licence immediately ceases; (b) you must stop using the App; (c) locally stored Content remains on your device until you delete it; (d) provisions intended to survive termination (including Sections 4, 7, 9, 10, 11, 13 and 15) continue in full force.

13. Changes to the App and to This Agreement

We may modify the App (including discontinuing, altering or adding features) at any time. We will endeavour to give reasonable advance notice of material changes that adversely affect you.

We may amend this Agreement from time to time. Material amendments will be notified by posting the revised Agreement on getparley.app and/or by in-App notification with at least 14 days' prior notice. Your continued use of the App after the effective date of an amended Agreement constitutes your acceptance of the changes. If you do not accept the amended Agreement, you must stop using the App and cancel your Subscription.

14. Governing Law and Dispute Resolution

This Agreement is governed by and construed in accordance with the laws of the State of Queensland and the Commonwealth of Australia, without regard to conflict of law principles.

The courts of the State of Queensland (and any applicable federal courts) have exclusive jurisdiction over any dispute arising under or in connection with this Agreement, and you submit to the personal jurisdiction of those courts. Nothing in this clause limits any rights you may have under applicable consumer protection laws.

Dispute resolution: Before commencing formal proceedings, you agree to notify us of any dispute by email to support@getparley.app and provide 30 days for the parties to attempt to resolve the dispute in good faith. Nothing in this clause prevents either party from seeking urgent injunctive or other equitable relief.

15. General Provisions

15.1 Entire Agreement

This Agreement (including the Privacy Policy, which is incorporated by reference) constitutes the entire agreement between you and Parley concerning the App and supersedes all prior agreements, representations, warranties, statements, negotiations, and undertakings.

15.2 Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this Agreement will remain in full force and effect.

15.3 Waiver

No waiver of any term of this Agreement will be binding unless in writing. No waiver of a breach constitutes a waiver of any subsequent breach.

15.4 Assignment

You may not assign or transfer your rights or obligations under this Agreement without our prior written consent. We may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of assets, provided that the assignee assumes all obligations under this Agreement and is bound by the Privacy Policy.

15.5 Notices

Notices to us should be sent by email to support@getparley.app. Notices to you will be sent to the email address registered with Lemon Squeezy or displayed via in-App notification.

15.6 Force Majeure

We will not be liable for any failure or delay in performance caused by circumstances beyond our reasonable control, including but not limited to natural disaster, epidemic, pandemic, government action, internet outage, or third-party service failure.

15.7 Relationship of the Parties

Nothing in this Agreement creates a partnership, joint venture, employment, agency, or franchise relationship between you and Parley.

15.8 Australian Consumer Law Preservation

Nothing in this Agreement is intended to exclude, restrict or modify rights, remedies or guarantees that you may have under the ACL or any other applicable Australian consumer protection legislation that cannot be lawfully excluded.