1. Overview

1.1 The Program. These terms (“Program Terms”) govern the Speech-to-Speech Starter Grant (the “Program”) run by Phonic, Inc. (“Phonic,” “we,” or “us”). “You” means the company that applies.

1.2 Terms of Service. These Program Terms are Additional Terms under the Phonic Terms of Service, which apply to you as a company. If the two conflict, these Program Terms control. The Grant Plan (defined in section 4.2) permits commercial use of Phonic and your Outputs, including serving your customers.

2. Eligibility

2.1 Requirements. When you apply, you must:

• (a) make a product in which voice is a core part, not an optional feature;
• (b) have 25 or fewer people, counting only founders, employees, and full-time contractors;
• (c) be backed by at least one venture capital firm and have raised less than $10 million in total, counting only equity, SAFEs, and convertible notes;
• (d) be live with customers, or plan to launch to customers within 6 months of applying;
• (e) not have paid for Phonic before (free credits and free trials don’t count);
• (f) not be an agency, consultancy, or reseller; and
• (g) not be located in a country or region under comprehensive U.S. sanctions, be named on a U.S. sanctions list, or be owned or controlled by anyone who is.

Items (b), (c), and (e) include your affiliates.

2.2 One grant. You and your affiliates can receive one grant in total.

3. Application and Acceptance

3.1 Accepting these terms. You accept these Program Terms by checking the box on the application. The person who submits the application confirms they can bind the company.

3.2 Review. We approve applications at our discretion and may limit how many grants we give.

3.3 Accurate information. Your application must be true and complete in every material respect, and you must promptly notify us if any information in it becomes materially inaccurate. You must give us proof of any part of it if we ask. If we determine that you obtained the grant based on materially inaccurate or incomplete information, we may immediately end your grant and require you to pay for all usage during the Grant Period at the Grant Plan’s regular rates.

3.4 Eligibility verification. We may verify your continued eligibility at any time during the Grant Period. You must respond to any eligibility inquiry within 10 days and provide reasonable documentation to support your continued eligibility.

4. Grant Benefits

4.1 Workspace and Grant Period. Your grant applies to the workspace named in your approval email (your “workspace”). It runs for 12 months from the date of that email (your “approval date”), unless it ends earlier under section 9. That period is the “Grant Period.”

4.2 Grant Plan. During the Grant Period, your workspace is on our Pro plan, or on whatever plan replaces it (the “Grant Plan”). Each of your limits on concurrent calls, agents, and workspace seats at any given time is the higher of the Grant Plan’s limit on your approval date, which your approval email lists, and its then-current limit.

4.3 Monthly Allowance. In each month of the Grant Period, the first 12,000 minutes (200 hours) of conversations in your workspace are free (the “Monthly Allowance”). Conversations whose agent runs on another company’s voice agent platform or framework aren’t free and don’t count toward the Monthly Allowance. Months are counted from your approval date. Unused minutes expire at the end of each month and do not roll over or carry forward to subsequent months.

4.4 No minimum. The Grant Plan’s monthly minimum, if it has one, doesn’t apply during the Grant Period.

4.5 Grant Rate. During the Grant Period, usage the Monthly Allowance doesn’t cover is charged at your “Grant Rate.” That’s the lower of the Grant Plan’s per-minute rate on your approval date, which your approval email states, and its per-minute rate at the time of use. Models we launch later are charged at their generally applicable rate, unless they replace a model available on your approval date. If we change how we price or measure usage, you won’t pay more for the same usage than you would at your approval-date rate.

4.6 Agreements and SOC 2 report. During the Grant Period, on request, we’ll sign our standard master services agreement (MSA) and data processing agreement (DPA) with you and, if you’ll handle protected health information, our standard business associate agreement (BAA). We’ll also share our most recent SOC 2 Type II report under our standard confidentiality agreement.

4.7 No cash value. The grant can’t be exchanged for cash or transferred. It replaces any free credits or other offers you have.

4.8 No combination. The grant can’t be combined with other promotions, credits, or discount programs, unless we agree in writing.

5. Billing

5.1 Billing and payment. At the end of each month of the Grant Period, we bill any usage the Monthly Allowance doesn’t cover. You must keep a valid payment method on file during the Grant Period.

5.2 Usage records. Our usage records decide what you owe. If you think a bill is wrong, tell us within 30 days of the bill’s date; after that, you can’t dispute it.

6. Moving to Enterprise

6.1 Your grant moves with you. If you sign an agreement for our Enterprise plan (an “Enterprise agreement”) during the Grant Period, the Monthly Allowance continues until the Grant Period ends. That agreement replaces sections 4.2, 4.4, and 4.5, but Monthly Allowance minutes don’t count toward any minimum commitment in it.

7. Use of Your Name and Logo

7.1 License. You grant Phonic a non-exclusive, worldwide, royalty-free license to use your company name and logo to identify you as a Program grantee and a Phonic customer. We’ll follow reasonable brand guidelines you give us. You must obtain our prior written approval before issuing any press release, blog post, or similar public announcement regarding your participation in the Program or the terms of your grant.

7.2 How long it lasts. You can’t withdraw this license during the Grant Period. After the Grant Period ends, you can ask us to stop using your name and logo. Within 30 days, we’ll remove them from our website and stop using them, except in material we published elsewhere before your request.

7.3 What needs your approval. We won’t say you endorse Phonic, quote you, or publish a case study without your written approval. We also won’t publish anything that identifies you and describes your calls, customers, or data without it.

7.4 Conduct. You will (a) conduct your business and activities in connection with the Program in a manner that does not damage Phonic’s reputation or goodwill, (b) not engage in any unfair or deceptive trade practice involving Phonic, and (c) not make any false, misleading, or disparaging representations or statements regarding Phonic or its products and services.

7.5 No misrepresentation of relationship. Nothing in these Program Terms creates an employment, agency, partnership, joint venture, or franchise relationship between you and Phonic. You will not represent or imply to any third party that any such relationship exists, or that Phonic endorses, sponsors, or is affiliated with your products or services, except as expressly permitted under this section 7.

8. Restrictions

8.1 Your own product. Don’t resell or sublicense access to Phonic, or let another company use your workspace except on your behalf.

8.2 Health information. Don’t send protected health information through Phonic unless a BAA between us is in place.

8.3 Competitive use. You may not use the grant, including the Monthly Allowance or the Grant Rate, primarily for the purpose of benchmarking Phonic’s products or services, or developing a product or service that competes directly with Phonic’s core speech-to-speech platform.

8.4 Compliance with laws. You must use the grant and Phonic’s products and services in compliance with all applicable laws and regulations, including export control, sanctions, anti-corruption, and data protection laws.

9. Termination and Program Changes

9.1 Leaving early. You can end your grant at any time by telling us.

9.2 When we can end a grant. During the Grant Period, we may end your grant or close your account for any reason with 30 days’ notice. If you breach these Program Terms, the Terms of Service, or a signed MSA, we may do so after 10 days’ notice if you haven’t fixed the breach by then, or at once if it can’t be fixed or puts anyone at risk.

9.3 Acquisitions. If another company acquires you during the Grant Period, tell us within 30 days.

9.4 Changes. At any time, we may close the Program to new applicants, or change these Program Terms by posting a new version and emailing grantees. No change will adversely affect a grant already approved, unless the law requires it.

10. After the Grant Period

10.1 Your plan. When the Grant Period ends, your workspace stays on the Grant Plan at its regular price and limits, including any monthly minimum, unless you’ve chosen another plan to start then.

10.2 Signed agreements. An MSA, DPA, or BAA signed during the Grant Period stays in place after the Grant Period ends, as long as you’re on the Grant Plan or under an Enterprise agreement.

11. Representations and Warranties

11.1 Your representations. You represent and warrant that: (a) you have the authority to enter into and perform your obligations under these Program Terms; (b) the information submitted in your application is accurate and complete in all material respects; (c) your use of Phonic’s products and services under the Program will not infringe upon or misappropriate any third party’s intellectual property rights or violate any applicable law or regulation; and (d) you are not subject to any obligation that would prevent or restrict your entry into or performance of these Program Terms.

11.2 Disclaimer. To the maximum extent permitted by applicable law, Phonic provides the grant and the Program “as is” and makes no representations or warranties of any kind, whether express, implied, statutory, or otherwise, regarding the Program, including any warranty that the products or services provided under the Program will be uninterrupted, error-free, or free of harmful components, or any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Phonic does not warrant that the grant will result in any particular business outcome for you.

11.3 Indemnification. You will indemnify, defend, and hold harmless Phonic and its affiliates, and their respective officers, directors, employees, and agents, from and against any third-party claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your breach of these Program Terms or the Terms of Service; (b) your use of Phonic’s products and services under the Program; (c) your products or services, including any claims by your end users or customers; or (d) your violation of any applicable law or regulation. This section survives termination or expiration of the grant.

11.4 Limitation of liability. To the maximum extent permitted by applicable law, in no event will Phonic’s aggregate liability arising out of or relating to the Program or these Program Terms exceed the total amounts you actually paid to Phonic during the Grant Period (excluding amounts covered by the Monthly Allowance). In no event will Phonic be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or business opportunity, regardless of the theory of liability and even if Phonic has been advised of the possibility of such damages.

11.5 Confidentiality. The specific financial terms of your grant (including the Monthly Allowance amount and Grant Rate), any non-public information about the Program, and any SOC 2 report or other confidential materials we share with you, are Phonic’s confidential information. You will not disclose Phonic’s confidential information to any third party without our prior written consent, except to your professional advisors who need to know it and are bound by confidentiality obligations at least as protective as this section. This section survives termination or expiration of the grant for a period of three (3) years.

11.6 Taxes. You are solely responsible for all taxes, duties, and similar governmental charges that apply to the grant benefits you receive under the Program. You will indemnify Phonic against any tax liability or assessment arising from grant benefits provided to you.

11.7 Assignment. You may not assign or transfer these Program Terms or any rights or obligations under them without Phonic’s prior written consent, and any attempted assignment without such consent is void. Phonic may assign these Program Terms, or any of its rights or obligations under them, without your consent, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

11.8 Survival. Sections 5 (Billing), 7.2 and 7.3 (name and logo post-grant), 8 (Restrictions), 11.1 through 11.8 (Representations, Disclaimers, Indemnification, Limitation of Liability, Confidentiality, Taxes, Assignment, and this Survival clause), and 12 (General) survive the termination or expiration of the grant and the Grant Period.

12. General

12.1 The whole agreement. These Program Terms, the Terms of Service, any signed MSA, DPA, or BAA, and any Enterprise agreement are the whole agreement about the Program. These Program Terms control where they conflict with an MSA. An Enterprise agreement controls where it conflicts with these Program Terms, but changes section 6.1 or 7 only if it says so expressly.

12.2 Governing law. These Program Terms are governed by the laws of the State of California, without regard to its conflict-of-laws principles.

12.3 Dispute resolution. Any dispute arising out of or relating to these Program Terms will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration will take place in San Francisco, California. Each party bears its own costs and attorneys’ fees, unless the arbitrator determines otherwise. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

12.4 Contact. Questions and notices about the Program go to startups@phonic.ai.