Terms of Service

1. Definitions

• "Affiliate" means any entity under the control of Customer where "control" means ownership of or the right to control greater than 50% of the voting securities of such entity.
• "Customer Data" means any data, content or other information of any type that is submitted to the Services by or on behalf of Customer.
• "Documentation" means the technical user documentation provided with the Services.
• "Intellectual Property Rights" include all valid patents, trademarks, copyrights, trade secrets, moral rights, and other intellectual property rights.
• "Laws" means all applicable local, state, federal and international laws, regulations and conventions.
• "Order Form" means a written or electronic form referencing this Agreement that is used to order the Services.
• "Permitted User" means an employee or contractor of Customer who is authorized to access the Service.
• "Services" means Tychira's proprietary software-as-a-service solution(s), including the platform, APIs, and related products and features.
• "Subscription Term" means the period during which Customer has access to the Services as specified in the applicable Order Form.

2. Tychira Services

2.1 Services Overview

Tychira's Services are a suite of AI-powered customer service software-as-a-service solutions offered through an online platform. The Services are designed to enable Customer to manage interactions with end users through the entire lifecycle of their relationship.

2.2 Provision of Services

Each Service is provided on a subscription basis for a set term designated on the Order Form. Customer will purchase and Tychira will provide the specific Services as specified in the applicable Order Form.

2.3 Access to Services

Customer may access and use the Services solely for its own benefit and in accordance with the terms and conditions of this Agreement. Use of and access to the Services is permitted only by Permitted Users. Customer will be responsible for any and all actions taken using Customer's accounts and passwords.

2.4 General Restrictions

Customer will not (and will not permit any third party to): (a) rent, lease, or sublicense the Services to a third party; (b) reverse engineer, decompile, or disassemble the Services; (c) copy or modify the Services or Documentation; (d) remove or obscure any proprietary notices; (e) use the Services for competitive analysis purposes; or (f) violate our Acceptable Use Policy.

2.5 Trial Subscriptions

If Customer receives a trial subscription, Customer may use the Services for evaluation purposes for fourteen (14) days or such other period granted by Tychira. Tychira has the right to terminate a Trial Subscription at any time for any reason. Tychira will have no warranty, indemnity, support, or SLA obligations with respect to Trial Subscriptions.

3. Customer Data and Customer Obligations

3.1 Rights in Customer Data

As between the parties, Customer will retain all of Customer's Intellectual Property Rights in and to the Customer Data. Customer hereby grants to Tychira a non-exclusive, worldwide, royalty-free right to access, use and display the Customer Data during the Term in order to provide and improve the Services.

3.2 Customer Obligations

Customer is solely responsible for the accuracy, content and legality of all Customer Data. Customer represents and warrants that Customer has all necessary rights, consents and permissions to collect, share and use all Customer Data as contemplated in this Agreement. Customer agrees to comply with all applicable Laws in its use of the Services.

3.3 Usage Data

Customer agrees that Tychira may use certain technical and usage data about Customer's use of the Services, which is anonymized to remove any personal data, to analyze, improve, support and operate the Services during and after the term of this Agreement.

4. Security

Tychira agrees to use commercially reasonable technical and organizational measures designed to prevent unauthorized access to or use of the Services.

5. Ownership

This is a subscription agreement for access to and use of the Services. Customer acknowledges that no ownership rights are being conveyed under this Agreement. Customer agrees that Tychira retains all right, title and interest (including all Intellectual Property Rights) in and to the Services, Documentation, and any related technology and materials.

6. Subscription Term, Fees & Payment

6.1 Subscription Term and Renewals

For monthly subscriptions, the Subscription Term will automatically renew on a monthly basis. For yearly subscriptions, the Subscription Term will automatically renew for additional twelve-month periods unless either party gives written notice at least thirty (30) days prior to expiration.

6.2 Fees and Payment

All fees are as set forth in the applicable Order Form. Any late payments will be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less. All fees are non-refundable except as expressly set forth in this Agreement. Customer is responsible for paying all applicable Taxes.

6.3 Suspension of Service

If Customer's account is thirty (30) days or more overdue, Tychira reserves the right to suspend Customer's access to the applicable Service without liability until such amounts are paid in full.

7. Term and Termination

7.1 Termination for Cause

Either party may terminate this Agreement if the other party (a) fails to cure any material breach within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy or similar proceeding.

7.2 Effect of Termination

Upon any expiration or termination, Customer will immediately cease use of all Services. Customer acknowledges that following termination, it will have no further access to any Customer Data input into any Service, and that Tychira may delete any such data.

8. Limited Warranty

Tychira warrants that each Service will operate in substantial conformity with the applicable Documentation. EXCEPT FOR THIS LIMITED WARRANTY, ALL SERVICES ARE PROVIDED "AS IS". TYCHIRA MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

9. Limitation of Liability

NEITHER PARTY SHALL HAVE ANY LIABILITY FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. EACH PARTY'S ENTIRE LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

10. Indemnification

Tychira will defend Customer from and against any claim by a third party alleging that a Service when used as authorized under this Agreement infringes any Intellectual Property Rights and will indemnify Customer from damages and costs finally awarded, provided that Tychira receives prompt written notice, exclusive right to control the defense, and all reasonably necessary cooperation of Customer.

11. Confidential Information

Each party agrees that all non-public business, technical and financial information it obtains from the other party constitutes confidential property. The Receiving Party will hold in confidence and not disclose any Confidential Information to third parties, and not use Confidential Information for any purpose other than fulfilling its obligations under this Agreement.

12. General Terms

Assignment. Neither party may assign this Agreement without the advance written consent of the other party, except in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of such party's assets.

Governing Law. This Agreement is governed by the laws of the State of California, U.S.A., without regard to its principles of conflicts of law.

Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes all previous written and oral agreements relating to the subject matter.

Force Majeure. Neither party will be liable for any delay or failure to perform due to unforeseen events beyond the reasonable control of such party, such as a strike, war, natural disaster, or failure of power or telecommunications.