These Terms of Service (the “Terms”) form a legally binding agreement between you (“you” or “your”) and Black Sea Consulting Inc., a corporation incorporated under the laws of the Province of Ontario, Canada (“Black Sea Consulting,” “we,” “us,” or “our”). These Terms govern your access to and use of the Vulpi language-learning application, website at vulpi.app and any related sub-domains, APIs, content, and services (collectively, the “Service”).
Please read these terms carefully. By creating an account, starting a free trial, purchasing a subscription, or otherwise accessing or using the service, you confirm that you have read, understood, and agree to be bound by these terms and our privacy policy. if you do not agree, you must not access or use the service.
1. Definitions
In these Terms:
- “Account” means the user account you create or that is created on your behalf through a third-party identity provider (such as Google).
- “Content” means all lessons, prompts, dialogues, exercises, audio, text, images, illustrations, voice models, software, code, designs, mascots (including the “Vulpi fox”), trademarks, and other material made available through the Service by us.
- “Subscription” means a recurring paid plan that gives you access to the Service for a defined billing period.
- “User Content” means any content you submit to the Service, including voice recordings, written responses, onboarding answers, profile information, and feedback.
2. Eligibility
The Service is intended for users who are at least 18 years of age, or the age of majority in their jurisdiction (whichever is greater). By accessing or using the Service, you represent and warrant that you meet this requirement and that you have the legal capacity to enter into a binding contract. If you are using the Service on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.
3. Your Account
3.1 Account creation
To use most features of the Service you must create an Account. You may create an Account using an email address and password or by authenticating through Google Sign-In. When you sign in with Google, you authorize Google to share certain personal information with us (including your name, email address, profile image, locale, and Google account identifier), and you authorize us to receive, store, and process that information as described in our Privacy Policy.
3.2 Account responsibility
You are responsible for: (a) maintaining the confidentiality of your password and credentials; (b) all activities that occur under your Account, whether or not authorized by you; and (c) immediately notifying us of any unauthorized access or suspected breach of security. We are not liable for any loss or damage arising from your failure to comply with this Section.
3.3 Accurate information
You agree to provide accurate, current, and complete information and to keep your Account information up to date. We may suspend or terminate your Account if any information you provide is or becomes inaccurate, incomplete, or misleading.
3.4 One Account per person
Accounts are personal to you and may not be transferred, sold, gifted, or shared. You may not create more than one Account. We reserve the right to merge, suspend, or terminate duplicate Accounts without notice.
4. Subscriptions, Free Trials, and Billing
4.1 Subscription plans
Access to certain features of the Service requires a paid Subscription. We currently offer the following plans, billed in U.S. dollars unless otherwise indicated at checkout:
- Annual: US $89.99 per year, charged in advance for the full year.
- Weekly: US $9.99 per week, charged in advance for each week.
We may change the names, features, and prices of Subscription plans from time to time. Where required, we will give you at least 30 days' prior notice of any material price increase via email or in-app notification, and you may cancel before the change takes effect.
4.2 Free trial
We may offer a free trial period (currently seven (7) days) at the start of your Subscription. Free trials are available only to new subscribers, one per person, and may be modified or discontinued at our sole discretion. You must provide a valid payment method at the start of any free trial. Unless you cancel before the end of the free trial, your selected Subscription plan will begin automatically and your payment method will be charged the applicable fee.
4.3 Authorization to charge
By starting a Subscription (including starting a free trial that converts into a paid Subscription), you expressly authorize Black Sea Consulting Inc., either directly or through its third-party payment processor (currently Stripe, Inc.), to charge the payment method you provide for: (a) the Subscription fee for the plan you select; (b) any applicable taxes; and (c) all recurring Subscription fees for each subsequent billing period until you cancel, at the then-current rates. You authorize us to retain your payment information (through Stripe) and to update it where required using account updater services offered by card networks.
4.4 Automatic renewal
Subscriptions automatically renew at the end of each billing period for another period of the same length (one year for Annual, one week for Weekly), at the then-current price, until you cancel. You can cancel at any time as described in Section 4.6.
4.5 Taxes
Prices displayed do not include applicable taxes (such as HST, GST, QST, PST, sales tax, or VAT) unless otherwise indicated. You are responsible for any taxes assessed in connection with your Subscription, and we (or Stripe on our behalf) may add such taxes to your charge.
4.6 Cancellation
You may cancel your Subscription at any time through the “ Manage subscription” section of your Account settings, or by contacting us at info@blackseaconsulting.ca with sufficient information to identify your Account. Cancellation will take effect at the end of your current billing period. You will retain access to paid features until that date. Cancellation will not retroactively refund amounts already charged, except as required by applicable law.
4.7 Failed payments and suspension
If we are unable to charge your payment method, we may suspend or downgrade your access to the Service until payment is successfully processed. We may retry failed charges in accordance with industry standards and payment processor practices.
5. No Refunds
All Subscription fees are non-refundable, and we do not provide refunds, credits, or pro-rated reimbursements for partial billing periods, unused time, downgrades, or accounts closed mid-period. Canceling your Subscription stops future charges but does not entitle you to a refund of amounts already paid.
Statutory rights: nothing in this Section limits any statutory rights to a refund or remedy that cannot be excluded under applicable law, including (without limitation) rights of consumers resident in the Province of Quebec under the Consumer Protection Act (CQLR c P-40.1), rights of consumers resident in the European Economic Area or United Kingdom, and similar non-waivable consumer protections in other jurisdictions. To the extent such rights apply, they apply only to the minimum extent required by law.
6. Acceptable Use
You agree that you will not, and will not attempt to:
- use the Service for any unlawful, fraudulent, harassing, defamatory, obscene, hateful, or otherwise objectionable purpose;
- reverse engineer, decompile, disassemble, scrape, crawl, harvest, extract, or otherwise attempt to derive the source code, models, training data, or underlying ideas of any part of the Service, except to the extent expressly permitted by applicable law that cannot be contractually waived;
- use any automated means (including bots, spiders, or scrapers) to access the Service, except for publicly available robots.txt directives;
- interfere with or disrupt the Service, the servers or networks used to provide the Service, or any user's use of the Service;
- probe, scan, or test the vulnerability of the Service or breach any security or authentication measures;
- share, sublicense, rent, lease, sell, or otherwise commercially exploit access to your Account or the Service;
- submit voice recordings or other content of any person other than yourself without their consent;
- use the Service or any AI features to generate content that infringes intellectual property rights, violates privacy rights, defames any person, or facilitates illegal activity;
- impersonate any person, misrepresent your affiliation with any person or entity, or provide false information to us; or
- encourage or assist any third party to do any of the above.
We may investigate suspected violations of these Terms and may suspend or terminate Accounts that violate them, without prior notice and without refund.
7. Intellectual Property
7.1 Our IP
The Service, including all Content, is owned by Black Sea Consulting Inc. and its licensors and is protected by Canadian and international copyright, trademark, patent, trade secret, and other intellectual property laws. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service and Content solely for your personal, non-commercial language-learning purposes.
Except as expressly permitted, you may not copy, modify, distribute, publicly perform, publicly display, sell, license, broadcast, or create derivative works of any portion of the Service or Content. All rights not expressly granted to you are reserved by us and our licensors.
7.2 Trademarks
“Vulpi,” the Vulpi fox mascot, our logos, and all related names, designs, and slogans are trademarks of Black Sea Consulting Inc. You may not use them without our prior written permission.
7.3 Feedback
If you choose to submit comments, ideas, or feedback about the Service, you agree that we may use them without any restriction or obligation to compensate you, and you waive any moral rights you may have in them to the extent permitted by law.
8. User Content
You retain ownership of any User Content you submit. By submitting User Content, you grant Black Sea Consulting Inc. a worldwide, non-exclusive, royalty-free, fully paid-up, transferable, and sublicensable license to host, store, reproduce, modify, create derivative works of, process, analyze, transmit, perform, display, and otherwise use your User Content for the purposes of operating, providing, securing, improving, personalizing, and developing the Service, including using such User Content (in anonymized or aggregated form where reasonably practicable) to train, evaluate, and improve our and our service providers' machine-learning and artificial-intelligence models.
You represent and warrant that you own or otherwise have all rights necessary to grant the licenses above, and that your User Content does not violate these Terms or infringe or misappropriate the rights of any third party (including intellectual property and privacy rights). You are solely responsible for your User Content.
9. Third-Party Services
The Service relies on third-party providers, including:
- Stripe, Inc. — payment processing and billing;
- Clerk, Inc. — authentication and identity management;
- Google LLC — Google Sign-In authentication; and
- cloud hosting, analytics, email, error monitoring, and similar infrastructure providers.
By using the Service you authorize us to share information with these providers as necessary to operate the Service. Your use of any third-party service may also be subject to that provider's own terms and privacy policy, which apply between you and that provider. We are not responsible for third-party services.
10. Disclaimer of Warranties
Except as expressly stated in these terms and to the maximum extent permitted by applicable law, the service and all content are provided on an “as is” and “as available” basis, without warranties or conditions of any kind, whether express, implied, statutory, or otherwise, including without limitation the implied warranties or conditions of merchantability, fitness for a particular purpose, durability, title, non-infringement, and any warranties arising out of course of dealing or usage of trade.
Without limiting the foregoing, Black Sea Consulting Inc. does not warrant that: (a) the Service will meet your requirements or expectations; (b) the Service will be uninterrupted, timely, secure, or error-free; (c) the Service will result in any particular level of fluency, learning outcome, test score, performance, or other result; (d) any errors or defects will be corrected; or (e) the Service or any servers used to provide it are free of viruses or other harmful components.
Some jurisdictions do not allow the exclusion of certain warranties. In those jurisdictions, the above exclusions apply only to the maximum extent permitted by law.
11. Limitation of Liability
To the maximum extent permitted by applicable law, in no event shall Black Sea Consulting Inc., its affiliates, officers, directors, employees, contractors, agents, or licensors be liable to you or any third party for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to lost profits, lost revenue, lost data, loss of business, business interruption, loss of goodwill, or substitute services, arising out of or in connection with these terms or the service, whether based on warranty, contract, tort (including negligence), product liability, or any other legal theory, and whether or not we have been advised of the possibility of such damages.
To the maximum extent permitted by applicable law, our total aggregate liability arising out of or in connection with these terms or the service, regardless of the form of action or theory of liability, is limited to the greater of (a) the total amounts you paid to us for the service in the twelve (12) months immediately preceding the event giving rise to the liability, or (b) one hundred canadian dollars (cad $100).
The limitations and exclusions in this Section apply to the maximum extent permitted by applicable law, but no further. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitations may not apply to you to that extent. Nothing in these Terms limits liability that cannot be limited by law (such as for personal injury caused by negligence or fraud).
12. Indemnification
You agree to indemnify, defend, and hold harmless Black Sea Consulting Inc. and its affiliates, officers, directors, employees, contractors, agents, and licensors from and against any and all third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) your access to or use of the Service; (b) your User Content; (c) your violation of these Terms; (d) your violation of any law or any rights of any third party (including intellectual property or privacy rights); or (e) any misrepresentation made by you. We reserve the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defences.
13. Term, Suspension, and Termination
These Terms remain in effect until terminated. You may terminate by canceling your Subscription and closing your Account. We may suspend, restrict, or terminate your access to all or any part of the Service at any time, with or without notice, for any reason, including if we believe you have violated these Terms or if your use creates a risk or possible legal exposure for us. Upon termination, your right to use the Service ceases immediately. Sections 1, 4.6, 5, 7, 8, 10, 11, 12, 13, 15, and 16 survive termination.
14. Modifications
We may modify these Terms from time to time. If we make material changes, we will notify you by email (sent to the address on file for your Account) or through the Service in advance of the effective date. The “Last updated” date at the top reflects the most recent revision. Your continued use of the Service after the effective date of any revised Terms constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Service and cancel any Subscription.
We may modify, suspend, or discontinue the Service or any feature at any time without liability. We will use commercially reasonable efforts to provide notice of material changes that affect paid features.
15. Governing Law and Dispute Resolution
15.1 Governing law
These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
15.2 No mandatory arbitration
These Terms do not require you or Black Sea Consulting Inc. to resolve any dispute through binding arbitration. There is no pre-dispute arbitration clause in these Terms, and no provision of these Terms shall be construed as compelling arbitration or waiving your right to seek relief in a court of competent jurisdiction. Neither you nor Black Sea Consulting Inc. is required to submit any claim, controversy, or dispute arising out of or relating to these Terms or the Service to an arbitrator or arbitral tribunal as a condition of using the Service.
You and Black Sea Consulting Inc. may, by mutual written agreement entered into after a dispute has arisen, choose to submit that specific dispute to arbitration, mediation, or another form of alternative dispute resolution. Any such post-dispute agreement must be a separate, signed writing referring expressly to this Section 15.2, and neither party is obligated to enter into one.
15.3 Exclusive jurisdiction of the courts
Subject to Section 15.4 below, you and Black Sea Consulting Inc. irrevocably submit to the exclusive jurisdiction of the courts located in the City of Toronto, Province of Ontario, Canada, for the resolution of any dispute arising out of or related to these Terms or the Service, and waive any objection to such jurisdiction or venue based on inconvenient forum or otherwise. Nothing in this Section limits your right, where non-waivable local law grants it, to bring proceedings in the courts of your country of residence.
15.4 Class action waiver
To the maximum extent permitted by applicable law, you and Black Sea Consulting Inc. each agree that any dispute will be brought in an individual capacity only, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. This waiver applies to proceedings before a court; because these Terms contain no arbitration clause (see Section 15.2), this waiver does not purport to bar class-wide relief in arbitration. You acknowledge that this Section 15.4 may not be enforceable in all jurisdictions (including certain Canadian provinces); where it is unenforceable, it will be severed and the remainder of these Terms (including Sections 15.1, 15.2, and 15.3) will continue in effect.
15.5 Informal dispute resolution first
Before initiating any formal proceeding, you agree to first contact us at info@blackseaconsulting.ca with a written description of your dispute and the relief you are seeking, and to negotiate in good faith for at least thirty (30) days to resolve it. This pre-suit-notice requirement does not toll or shorten any limitations period, and it does not apply to claims for injunctive or equitable relief to protect intellectual property rights or account security, or to any claim excluded by non-waivable applicable law.
15.6 Time limit to bring a claim
Except to the extent prohibited by applicable law, any cause of action arising out of or related to the Service or these Terms must be commenced within one (1) year after the cause of action accrues, otherwise such cause of action is permanently barred.
16. General
16.1 Entire agreement
These Terms, together with our Privacy Policy and any other policies we make available through the Service, constitute the entire agreement between you and us regarding the Service and supersede all prior agreements and understandings.
16.2 Severability
If any provision of these Terms is held to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the remaining Terms remain in full force and effect.
16.3 No waiver
Our failure to enforce any right or provision of these Terms is not a waiver of that right or provision. No waiver is effective unless in writing and signed by an authorized representative of Black Sea Consulting Inc.
16.4 Assignment
You may not assign, transfer, or delegate these Terms or any of your rights or obligations under them, by operation of law or otherwise, without our prior written consent. Any attempted assignment in violation of this Section is void. We may assign, transfer, or delegate these Terms or any of our rights or obligations without restriction, including in connection with a merger, acquisition, reorganization, or sale of assets.
16.5 Notices
We may give notices to you by email to the address associated with your Account, by posting on the Service, or by any other reasonable means. You may give notices to us at info@blackseaconsulting.ca. Notices are effective upon receipt.
16.6 Force majeure
We are not liable for any delay or failure to perform resulting from causes outside our reasonable control, including acts of God, war, terrorism, civil unrest, government action, pandemic, labour conditions, internet or power outages, or third-party service failures.
16.7 Relationship
Nothing in these Terms creates any agency, partnership, joint venture, fiduciary, employment, or franchise relationship between you and Black Sea Consulting Inc.
16.8 Headings
Section headings are for convenience only and have no legal effect.
16.9 Language
The parties have requested that these Terms and all related documents be drawn up in English. Les parties ont demandé que ces Conditions et tous les documents connexes soient rédigés en anglais.
17. Contact
If you have questions about these Terms, please contact us:
Black Sea Consulting Inc.
Province of Ontario, Canada
Email: info@blackseaconsulting.ca