Terms of Service

Effective Date: April 15, 2025

These ‘Software as a Service’ Terms and Conditions (these “SaaS Terms”) are entered into by and between Ephor Inc. (“Service Provider”) and the individual or entity (“Customer”) that has completed the registration process, created an account, or is otherwise accessing or using the Services. These SaaS Terms become effective upon Customer’s click of an “I Accept” button, checkbox, or similar mechanism, or upon Customer’s use of any of the Services (“Effective Date”).

The SaaS Terms and the Referencing Agreement and all addenda, attachments and other terms that are incorporated by reference within these SaaS Terms are referred to herein as the “Agreement”. For clarity, “Customer” is the specific entity listed on the Referencing Agreement and does not include parents, subsidiaries or any other affiliated entities (unless specifically listed in the Referencing Agreement).

These SaaS Terms sets forth the terms and conditions under which Service Provider will provide the Customer with software-as-a-service access to the object code form of the SaaS Products specifically identified on the Referencing Agreement (the “Software”) and made available to Customer as a hosted service (the “Services”). There shall be no force or effect to any different terms of any related purchase order or similar Customer generated form even if signed by the parties after the date hereof. Any capitalized terms used herein and not expressly defined shall have the meaning given to them as set forth in the Referencing Agreement. All addenda and other terms (including hyperlinks) that are specifically referenced in these SaaS Terms are deemed to be incorporated by reference and made a part of these SaaS Terms.

By signing/agreeing to a Referencing Agreement, each party acknowledges that it has read, understands, and agrees to the terms of these SaaS Terms.

1. ACCESS AND USE

1.1 Subscription Grant. Service Provider hereby grants to Customer a month-to-month, worldwide, nonexclusive, revocable, fee-based (except for Free Tier), non-sublicensable, and non-transferable right to access and use the Software solely as part of the Services, solely for Customer’s personal or business use (as applicable to Customer’s selected tier) and solely to perform those functions defined in the user documentation available in electronic form through the Services or Service Provider’s website (“Documentation”). This license is contingent upon timely payment of all applicable Fees and compliance with the usage limitations of Customer’s selected tier and all restrictions contained herein. Service Provider reserves the right to monitor Customer’s usage to ensure compliance with these limitations and restrictions). This subscription automatically renews on a monthly basis until canceled by either party in accordance with the terms herein. All rights and licenses granted hereunder to Use the Services shall terminate immediately, without notice, upon cancellation or termination of the subscription. Customer acknowledges that different subscription tiers (Free Tier, Premium Tier, and Enterprise Tier) may provide access to different features and functionality, as described in the applicable Documentation and pricing information. The Services may contain or be accompanied by certain third-party components created and separately subscribed to Customer by third parties. CONSEQUENTLY, SERVICE PROVIDER’S PROVISION OF THIRD-PARTY COMPONENTS TO CUSTOMER IS ON AN “AS IS” BASIS WITHOUT WARRANTY FROM SERVICE PROVIDER OF ANY KIND. SERVICE PROVIDER DISCLAIMS ALL WARRANTIES AND INDEMNITIES WITH RESPECT TO THE THIRD-PARTY COMPONENTS, EXPRESS OR IMPLIED, AND ASSUMES NO LIABILITY WITH RESPECT TO THE THIRD-PARTY COMPONENTS.

1.2 Subscription Tiers. Service Provider offers three subscription tiers for the Services: Free Tier, Premium Tier, and Enterprise Tier. Each tier provides different features, functionality, and usage limitations as described in the Documentation and on Service Provider’s website. Customer may upgrade or downgrade between tiers at any time, with changes taking effect at the start of the next billing cycle. Unless otherwise specifically stated in the Referencing Agreement, subscriptions are based on a per-user model. Customer is responsible for ensuring that the selected tier meets its requirements.

2. RESTRICTIONS AND RESPONSIBILITIES

2.1 Compliance with Laws. Customer agrees to comply with all applicable laws, regulations and ordinances relating to its’ use of the Services, Software or anything related thereto.

2.2 Restrictions. Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any Software, Documentation or data related to the Services; modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Service Provider or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third-party; or remove any proprietary notices or labels.

3. CONFIDENTIALITY; PROPRIETARY RIGHTS

3.1 Non-Disclosure. Each party, as a recipient of information (the “Receiving Party”) understands that the disclosing party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Service Provider includes non-public information regarding features, functionality, pricing, and performance of the Services and Service Provider’s proprietary strategic, operational technological methodologies or solutions for managing the Software, and/or for increasing efficiencies or for identifying or implementing cost reduction opportunities in cloud environments. Proprietary Information of Customer includes non-public data provided by Customer to Service Provider to enable the provision of the Services (“Customer Data”).

3.2 Ownership. Customer shall own all right, title and interest in and to the Customer Data. By submitting, posting, or displaying Customer Data on or through the Services, Customer grants Service Provider a worldwide, non-exclusive, royalty-free license to use, process, store, copy, and display the Customer Data solely to the extent necessary to provide and maintain the Services. Customer represents and warrants that it has all rights necessary to submit the Customer Data to the Services and to grant the rights granted to Service Provider in these SaaS Terms.

4. PAYMENT OF FEES

4.1 Fees and Billing. Fees for the Service are billed monthly in advance according to the tier selected by Customer (Free Tier, Premium Tier, and Enterprise Tier). The applicable fees for each tier are posted on Service Provider’s website or within the Services, and may change from time to time as described herein. Free Tier subscriptions are provided at no cost to Customer subject to the limitations described in the Documentation. Premium Tier and Enterprise Tier subscriptions require payment of the applicable monthly fees.

5. TERM, RENEWAL AND TERMINATION

5.1 Term and Renewal. Subject to any earlier termination as expressly provided below, the Agreement is for an initial period of one month from the Effective Date (“Initial Subscription Term”) and shall be automatically renewed on a month-to-month basis thereafter (“Renewal Term”), unless either party cancels the subscription. Customer may cancel their subscription at any time through their account settings or by contacting customer support, and such cancellation will take effect at the end of the current billing cycle. No refunds or credits will be provided for partial billing periods unless expressly provided herein. The Initial Subscription Term and each Renewal Term are respectively referred to as the “Subscription Term.”

6. WARRANTY AND DISCLAIMER

Service Provider shall use commercially reasonable efforts to provide the Services in a professional manner. Customer acknowledges and agrees that the Services are provided on an “as available” basis. Services may be temporarily unavailable for various reasons, including scheduled maintenance, unscheduled emergency maintenance, system outages, or other causes beyond Service Provider’s reasonable control. While Service Provider may attempt to provide advance notice of scheduled maintenance, it is not obligated to do so.

HOWEVER, SERVICE PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 6, THE SERVICES, SOFTWARE, SUPPORT SERVICES, PROPRIETARY INFORMATION, AND ALL OTHER TECHNOLOGY, SOFTWARE, SERVICES, DATA AND MATERIALS PROVIDED BY SERVICE PROVIDER ARE PROVIDED “AS IS”, “WHERE IS”, AND “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND.

7. LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR INFRINGEMENT INDEMNITY AS SET FORTH IN SECTION 7 OR PERSONAL INJURY OR DEATH CAUSED BY SERVICE PROVIDER PERSONNEL WHILE, IF EVER, ON CUSTOMER’S SITE, SERVICE PROVIDER AND ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE LESSER OF (I) THE FEES PAID BY CUSTOMER TO SERVICE PROVIDER FOR THE SERVICES UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY OR (II) $500.00 USD.

8. MISCELLANEOUS

8.1 Dispute Resolution. Before filing a claim against Service Provider, Customer agrees to try to resolve the dispute informally by contacting support@ephor.ai. Service Provider will attempt to resolve the dispute informally by contacting Customer via email. If a dispute is not resolved within 30 days after submission, Customer or Service Provider may pursue formal remedies.

8.2 Privacy. Obligations with respect to personally identifiable information (if any) are set forth in the ‘Privacy Addendum’ located at http://globalprivacyaddendum.trilogy.com.

8.3 Force Majeure. Service Provider shall not be liable for any failure or delay in performing its obligations under these SaaS Terms to the extent that such failure or delay is caused by an event or circumstance beyond the reasonable control of the Service Provider, including but not limited to acts of God, natural disasters, war, terrorism, strikes, labor disputes, embargoes, government actions, power outages, pandemic, or any other event or circumstance beyond the reasonable control of the party (“Force Majeure Event”).

For any questions about these terms, please contact us at ephor@trilogy.com.