Terms of Service

Last updated: June 22, 2026

These Terms of Service (the "Terms") are a binding contract between Sotto Cue ("Sotto Cue", "Sotto", "we", "us", or "our") and the person or entity that creates an account, places an order, downloads the desktop app, accesses the website, or uses any Sotto services ("Customer", "you", or "your"). Sotto Cue is a service operated by Lonnie Moon, a sole proprietor based in New York, United States. If and when the business is incorporated, these Terms will be assigned to and assumed by the successor entity (expected to be Sotto Cue, Inc.) as described in Section 24, and your relationship will continue uninterrupted with that entity as "Sotto Cue".

If you use Sotto on behalf of a company, employer, client, team, or other organization, you represent that you have authority to bind that organization, and "you" refers to that organization. By creating an account, clicking to accept these Terms, starting checkout, downloading the desktop app, or using Sotto, you agree to these Terms. If you do not agree, do not use Sotto.

Auto-renewal notice. Paid memberships and trials that convert to paid memberships renew automatically and bill on a recurring basis until you cancel. You authorize us and our payment processor to charge your payment method for recurring fees, taxes, and other amounts due unless you cancel before the renewal date. You can cancel at any time, as described in Section 11.

Billing notice. Paid plans are charge-first: when you subscribe, your payment method is billed immediately for the first billing period. Your safety net is the 14-day money-back guarantee in Section 11, not a free trial. If we offer a trial in the future, its terms will be shown to you at checkout.

Money-back notice. Every paid plan includes a 14-day money-back guarantee on the first charge for that plan, as described in Section 11.

Dispute notice. Section 19 contains a binding arbitration agreement and a class-action waiver, with a 30-day opt-out. Please read it carefully.

1. Definitions

"Agreement" means these Terms, together with any online checkout flow, order confirmation, plan description, invoice, linked policy, or other document that references these Terms.

"App" means the Sotto desktop application and any related software, updates, patches, and local components.

"Beta Services" means any feature, product, service, model, release, or functionality labeled or understood as alpha, beta, preview, early access, experimental, evaluation, or similar.

"Call Content" means audio, screen or system audio, transcripts, notes, excerpts, conversation context, coaching prompts, generated responses, and other information processed through Sotto in connection with a call, meeting, demo, sales conversation, or similar interaction.

"Customer Data" means information, files, text, audio, transcripts, prompts, context, contact details, account information, and other data submitted to, uploaded to, transmitted through, or generated from your use of Sotto. Customer Data includes Call Content.

"Documentation" means Sotto help materials, website copy, product descriptions, setup instructions, and other materials we make available for use of the Services.

"Fees" means the amounts payable for a membership, plan, usage, add-on, Time Pack, renewal, or other paid service.

"Founding Member" means a Customer who subscribes under a promotional, early-access, or founding rate that may be locked for as long as the membership remains continuously active.

"Membership" or "Service Plan" means the trial, founding, Starter, Closer, Closer Plus, paid, enterprise, or other plan you select or receive access to.

"Output" means suggestions, summaries, coaching, recommended lines, analyses, scores, notes, labels, or other content generated by Sotto or by AI systems used with Sotto.

"Services" means the Sotto website, App, account dashboard, billing flow, AI coaching functionality, transcription functionality, APIs, support, and any related products or services.

"Time Pack" means a one-time purchase of additional coaching hours that are added to your account as credits.

"Trial" means a time-limited or usage-limited evaluation period offered before a paid membership begins.

"Users" means employees, contractors, agents, representatives, or other individuals who access or use Sotto through your account or on your behalf.

2. The Services

Subject to this Agreement, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during your membership term for your lawful internal business purposes.

Sotto is designed to provide real-time AI-assisted sales coaching. The Services may listen to, capture, transcribe, analyze, and generate Output based on conversations and related context. Sotto is a coaching tool; it is not a substitute for your judgment, sales training, compliance review, legal advice, or professional advice.

We may modify, update, suspend, discontinue, or limit any part of the Services. We may release updates automatically or require you to install updates to continue using the App. Some features may require an internet connection, system permissions, third-party services, or a current paid membership.

3. Eligibility

You must be at least 18 years old and able to form a binding contract to use the Services. The Services are intended for business use by adults and are not directed to anyone under 18. If you do not meet these requirements, do not create an account or use Sotto.

4. Desktop app license

If we make the App available to you, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to download, install, and use the App solely to access the Services as permitted by this Agreement. You may not copy, distribute, sell, lease, modify, reverse engineer, decompile, or attempt to extract source code from the App except to the extent applicable law prohibits that restriction.

The App may request access to microphone, system audio, accessibility, notification, network, or other operating system permissions. You are responsible for deciding whether to grant those permissions and for using them lawfully. Open-source software included in the App is governed by the applicable open-source license for that component, and these Terms do not limit rights granted under those licenses.

5. Accounts and security

You must provide accurate account, billing, and contact information and keep it current. You are responsible for keeping your account secure and for all activity under your account. You must notify us promptly if you suspect unauthorized access, compromised credentials, or misuse of your account.

You may not share accounts, resell access, bypass usage limits, or allow unauthorized Users to access the Services. If you use an email address provided by an employer or organization, we may treat the account as associated with that organization.

6. Call consent and recording laws

Recording, monitoring, and transcribing calls is regulated, and the laws differ by jurisdiction. Some states and countries require the consent of all parties before a call may be recorded or transcribed. You are solely responsible for determining which laws apply to you and to everyone on your calls, and for complying with all laws, rules, contracts, platform policies, workplace policies, and industry obligations that apply to your calls and your use of Sotto. This includes laws about call recording, monitoring, transcription, wiretapping, eavesdropping, privacy, consent, marketing, sales practices, consumer protection, employment, and confidential information.

6.1 Your representations. You represent and warrant that, for every call you record, transcribe, or process using the Services, you have the legal right to do so and will obtain all notices, permissions, and consents required by applicable law from every other participant before recording or transcription begins. You will not use Sotto to record, monitor, transcribe, stream, analyze, or process any conversation unless you have the legal right to do so.

6.2 In-app consent tools. To help you comply, the App requires you to acknowledge, before each call can start, that the call will be recorded and transcribed and that you are responsible for obtaining consent from others on the call; this acknowledgment is recorded with a timestamp. The App also prompts you, at the start of each call, to disclose to the other participants that the call is recorded and to obtain their agreement before the conversation continues. These tools are aids only. They do not constitute legal advice, do not guarantee compliance, and do not relieve you of your obligation to obtain every consent the law requires.

6.3 No unlawful use. You may not use Sotto in a way that violates another person's privacy, contractual, employment, confidentiality, or intellectual-property rights. You are responsible for your sales representations, offers, claims, disclosures, and follow-up communications.

6.4 Indemnification. You agree to defend, indemnify, and hold harmless Sotto (as further described in Section 21) from any claims, damages, losses, and costs (including reasonable legal fees) arising out of or related to your recording, monitoring, or transcription of calls, or your failure to obtain any required consent.

7. Customer Data

As between you and Sotto, you retain ownership of your Customer Data. You grant Sotto a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, display, analyze, create derivative works from, and otherwise use Customer Data as needed to provide, secure, support, maintain, troubleshoot, and improve the Services; comply with law; prevent abuse; enforce this Agreement; and act at your direction.

You represent and warrant that you have all rights, permissions, notices, consents, and legal bases needed for Sotto and our service providers to process Customer Data as described in this Agreement and our Privacy Policy. You are responsible for the accuracy, quality, legality, reliability, and appropriateness of Customer Data. Do not submit Customer Data that you are not authorized to process or that would require Sotto to comply with laws or obligations we have not expressly agreed to in writing.

We may create aggregated, de-identified, or anonymized information from Customer Data and usage data in a manner that does not reasonably identify you, your Users, or call participants, and may use that information for lawful business purposes, including analytics, benchmarking, security, product improvement, model evaluation, and service development.

8. AI features and output

Sotto uses artificial intelligence, speech processing, language models, and related systems. AI-generated Output may be incomplete, inaccurate, delayed, misleading, offensive, non-compliant, or unsuitable for your circumstances. You are responsible for reviewing Output before relying on it or communicating it to anyone.

Sotto does not guarantee sales outcomes, revenue, close rates, meeting quality, compliance results, customer behavior, or business results. You are responsible for decisions, actions, promises, offers, and representations made during or after calls. Customer Data may be transmitted to third-party AI, transcription, hosting, authentication, payment, analytics, and infrastructure providers so the Services can operate; their processing is also subject to their own terms, policies, and technical limitations.

9. Restrictions

You may not, and may not permit Users or third parties to:

10. Free services, trials, and beta services

Free Services, Trials, and Beta Services may be limited, changed, suspended, or discontinued at any time without notice. They are provided "as is" and "as available" without warranties, support commitments, uptime commitments, indemnities, or liability obligations to the fullest extent permitted by law. We may require a paid membership to continue using features after a free limit, Trial, or beta period ends. Trial conversion and billing are described in Section 11.

11. Membership, plans, trial, and billing

This Section governs memberships, the Trial, automatic renewal, cancellation, refunds, and Time Packs. Specific prices, hours, billing cycles, and limits are shown at checkout and in your account, and those displayed terms are part of this Agreement.

11.1 Plans. Sotto offers paid memberships (currently Starter, Closer, and Closer Plus), available on monthly or annual billing, each with an included amount of coaching hours per billing period as shown at checkout. We may add, rename, re-tier, or retire plans, and may change prices, included hours, features, and limits on a going-forward basis. Founding Member, promotional, grandfathered, or discounted rates may be offered for a limited time and on the conditions stated at checkout.

11.2 Founding Member and locked rates. If you subscribe at a Founding Member or other locked promotional rate, that rate may apply only while your membership remains continuously active. If you cancel, let the membership lapse, downgrade, or fail to pay, you may permanently lose that rate and may not be able to restore it, and may be subject to then-current standard pricing if you return.

11.3 Billing model and trials. Paid plans are currently charge-first: when you subscribe, your payment method is billed immediately for the first billing period, and access begins once payment is confirmed. We may offer free or paid trials from time to time. If we offer you a Trial, its terms (including any payment method required at sign-up, the trial length or usage limit, whether it auto-converts to a paid membership, when the first charge occurs, and how to cancel before it converts) will be disclosed at checkout and will control for that Trial. Trials are limited to one per customer, and we may decline or revoke a Trial we reasonably believe is duplicative or abusive.

11.4 Fees, taxes, and payment. You agree to pay all Fees for your Membership and any applicable taxes. Payments are processed by Stripe or another payment processor we designate. By submitting payment information, you authorize us and our payment processor to charge your payment method for Fees, renewals, taxes, Time Packs, and other amounts due. Fees are charged in U.S. dollars unless stated otherwise. You are responsible for keeping your billing information current. We will not retroactively change Fees for a billing period that has already been paid.

11.5 Automatic renewal. Paid memberships, and Trials that convert to paid memberships, renew automatically at the end of each billing period (monthly or annual, as selected) at the then-current rate for your plan, and your payment method is charged for the next period until you cancel. The recurring amount, billing frequency, and renewal date are shown at checkout and in your account.

11.6 Cancellation (easy cancel). You may cancel at any time, with no fee to cancel, through your account page, the Stripe customer portal, or by emailing support@trysotto.app. Cancellation stops future renewal charges and takes effect at the end of your current billing period; you keep access until then. Cancellation does not by itself refund prior charges, except under the 14-day money-back guarantee in Section 11.8. To stop a Trial from converting to a paid membership, cancel before the Trial ends.

11.7 Plan changes. Upgrades, downgrades, credits, pauses, proration, and renewal timing may be handled through Stripe and may depend on your specific plan and the checkout configuration in effect at the time. Downgrades and cancellations generally take effect at the end of the current billing period.

11.8 14-day money-back guarantee. Every paid plan includes a 14-day money-back guarantee on the first charge for that plan. If you are not satisfied, email support@trysotto.app within 14 days after your first charge for that plan and we will refund that first charge in full. Because plans are charge-first, your first charge happens when you subscribe; if a Trial ever applies, the "first charge" is the charge made when the Trial converts to a paid membership. The guarantee applies once per customer and to the first charge only; it does not apply to renewal charges or Time Packs. Outside the 14-day window, and unless required by law or expressly stated by us, Fees are non-refundable and non-creditable.

11.9 Time Packs. Time Packs are one-time purchases of additional coaching hours added to your account as credits. Time Pack credits are made available immediately on purchase and, except where required by law or expressly stated by us, are final and non-refundable (including the 14-day money-back guarantee in Section 11.8, which does not apply to Time Packs). Time Pack credits do not expire while your account is in good standing, but may be forfeited if your account is terminated for breach of this Agreement.

11.10 Failed, reversed, or disputed payments. If a payment fails, is reversed, is charged back, is disputed, or becomes overdue, we may suspend, limit, downgrade, or terminate access to the Services and may revoke promotional rates and unused credits. Initiating a chargeback or payment dispute instead of requesting a refund under Section 11.8, or in bad faith, is a breach of this Agreement, and we may suspend or terminate your account and recover amounts owed and related costs.

11.11 Your state-law rights. Nothing in this Section limits any non-waivable refund, cancellation, or automatic-renewal rights you may have under the consumer-protection laws of your state or country.

12. Ownership and feedback

We and our licensors own all rights, title, and interest in the Services, App, website, software, models, workflows, designs, trademarks, logos, Documentation, usage data, aggregated or de-identified data, and related technology. No rights are granted except as expressly stated in this Agreement. If you provide ideas, feedback, suggestions, bug reports, or requests, you grant us a perpetual, irrevocable, worldwide, royalty-free right to use them without restriction or compensation.

13. Confidentiality

Each party may receive non-public information from the other that should reasonably be understood to be confidential. The receiving party will use reasonable care to protect confidential information and will use it only for purposes permitted by this Agreement, except as required by law or authorized by the disclosing party. Sotto's non-public product plans, technical information, security information, pricing, and beta features are our confidential information. Customer Data is your confidential information, subject to the processing rights granted in this Agreement and our Privacy Policy.

14. Suspension and termination

We may suspend or terminate access immediately if we believe you violated this Agreement, created legal or security risk, failed to pay, abused the Services, infringed rights, violated recording or privacy laws, or used the Services in a way that could harm Sotto, other users, service providers, or third parties.

You may stop using Sotto at any time. Termination does not relieve you of amounts owed. Sections that by their nature should survive termination will survive, including ownership, accrued payment obligations, confidentiality, disclaimers, limitations of liability, indemnity, dispute resolution, and general terms. After termination, we may delete Customer Data according to our retention practices and legal obligations, and deleted data may remain in backups for a limited period.

15. Disclaimers

To the fullest extent permitted by law, the Services are provided "as is", "as available", and "with all faults". We disclaim all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, availability, security, and uninterrupted or error-free operation.

We do not warrant that Sotto will detect every objection, provide correct coaching, comply with your legal obligations, work on every device, integrate with every meeting platform, remain available, or produce any particular business result. Some jurisdictions do not allow the exclusion of certain warranties, so some of these exclusions may not apply to you.

16. Limitation of liability

To the fullest extent permitted by law, Sotto and its owner, operators, affiliates, licensors, suppliers, and service providers will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, lost goodwill, business interruption, procurement of substitute services, security incidents, or sales outcomes, even if advised of the possibility of those damages.

To the fullest extent permitted by law, the total liability of Sotto and its owner, operators, affiliates, licensors, suppliers, and service providers for all claims relating to the Services or this Agreement will not exceed the greater of (a) the amount you paid to Sotto for the Services in the three months before the event giving rise to the claim, or (b) US $100. Some jurisdictions do not allow certain limitations of liability, so some of these limitations may not apply to you.

17. Indemnity

You will defend, indemnify, and hold harmless Sotto and its owner, operators, affiliates, licensors, suppliers, and service providers from and against claims, damages, liabilities, losses, costs, and expenses, including reasonable attorneys' fees, arising from or relating to Customer Data, Call Content, your use of the Services, your Users, your sales activity, your products or services, your violation of this Agreement, your violation of law, your failure to obtain required consent, your infringement or misappropriation of rights, or your reliance on Output.

18. Third-party services

The Services may rely on or link to third-party services, including payment processors, authentication providers, hosting providers, analytics providers, transcription providers, AI providers, operating system vendors, browser vendors, meeting platforms, and other integrations. We are not responsible for third-party services, content, policies, outages, security, or data practices. Your data is handled as described in our Privacy Policy.

19. Disputes, arbitration, and class-action waiver

Please read this Section carefully. It affects how disputes are resolved and limits your ability to bring a lawsuit or participate in a class action.

19.1 Informal resolution first. Before either party starts a formal dispute, the parties agree to try to resolve it informally by contacting support@trysotto.app and giving the other party a reasonable opportunity (at least 30 days) to respond.

19.2 Binding arbitration. To the fullest extent permitted by law, any dispute, claim, or controversy arising from or relating to this Agreement or the Services will be resolved by binding arbitration on an individual basis, rather than in court, except that either party may bring an individual claim in small-claims court if it qualifies. The arbitration will be conducted in English by a single arbitrator under the then-current JAMS Streamlined Arbitration Rules and Procedures, unless the parties agree otherwise. The seat and venue of arbitration will be New York, New York, unless a different location is required by applicable law or agreed by the parties. Judgment on the award may be entered in any court of competent jurisdiction.

19.3 Class-action waiver. To the fullest extent permitted by law, disputes must be brought only on an individual basis and not as a plaintiff or class member in a class, collective, consolidated, private attorney general, or representative action. The arbitrator may not consolidate more than one person's claims and may not preside over any form of a representative or class proceeding.

19.4 30-day opt-out. You may opt out of this arbitration agreement and class-action waiver within 30 days after first accepting these Terms by emailing support@trysotto.app with the subject line "Arbitration Opt-Out" and including the email address associated with your account and a clear statement that you want to opt out. If you opt out, the rest of this Agreement still applies.

19.5 Severability. If the class-action waiver in 19.3 is found unenforceable as to a particular claim, that claim will be severed and may proceed in court, while the remaining claims continue in arbitration.

20. Export and sanctions

You may not use, export, re-export, or transfer the Services in violation of U.S. export control, sanctions, or trade laws. You represent that you are not located in, organized under the laws of, or ordinarily resident in a sanctioned country or territory and are not on any restricted-party list.

21. Who "Sotto" means in this Agreement

References to "Sotto" or "Sotto Cue" that grant protections, limit liability, disclaim warranties, or receive indemnification (including Sections 6, 15, 16, 17, and 19) are for the benefit of the operator of the Services, currently Lonnie Moon (sole proprietor), and, upon assignment under Section 24, the successor entity, together with their respective owners, officers, employees, contractors, affiliates, licensors, suppliers, and service providers.

22. General terms

The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, fiduciary, franchise, or employment relationship.

If any provision is unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions will remain in effect. Failure to enforce a provision is not a waiver. This Agreement is the entire agreement between you and Sotto regarding the Services and supersedes prior or contemporaneous understandings on that subject.

This Agreement is governed by the laws of the State of New York, without regard to conflict-of-laws rules, except to the extent federal law applies or the mandatory consumer-protection law of your home jurisdiction requires otherwise.

23. Changes to these Terms

We may update these Terms from time to time. The updated version will be posted on this page with a new "Last updated" date, and are effective when posted unless a later date is stated. If changes are material, we may provide additional notice through the website, App, account page, or email. Continued use of the Services after changes take effect means you accept the updated Terms.

24. Assignment

You may not assign this Agreement without our prior written consent. We may assign this Agreement, in whole or in part, including in connection with the incorporation of the business (for example, to Sotto Cue, Inc.), a merger, acquisition, reorganization, financing, sale of assets, or transfer of the Services. On such an assignment, the successor entity assumes our rights and obligations under this Agreement and becomes "Sotto Cue" for all purposes, and your continued use of the Services constitutes your consent to that assignment.

25. Contact

For questions about these Terms, contact support@trysotto.app.