These Terms of Use contain the terms and conditions that govern all use of all content, services and/or products available on or through the Services (as defined below).

THESE TERMS OF SERVICES ARE A BINDING CONTRACT AND GOVERNS THE USE OF AND ACCESS TO THE SERVICES BY YOU AND USERS WHETHER IN CONNECTION WITH A PAID SUBSCRIPTION OR FREE TRIAL FOR THE SERVICES.

By accepting these Terms, either by accessing or using a Service, or authorizing or permitting any User or End-User to access or use a Service, the Client agrees to be bound by these Terms as of the date of such access or use of the Service (the “Effective Date”). If You are entering into the Terms on behalf of a company, organization or another legal entity (an “Entity”), You are agreeing to these Terms for that Entity and representing to Euphoric.ai that You have the authority to bind such Entity and its Affiliates to the Terms, in which case the terms “the Client” “You” or “Your” herein refers to such Entity and its Affiliates. If You do not have such authority, or if You do not agree with these Terms, You must not use or authorize any use of the Services. The Client and Euphoric.ai shall each be referred to as a “Party” and collectively referred to as the “Parties” for purposes of these Terms.

In the event of any inconsistency or conflict between the Terms and the terms of any Service Order, the terms of the Service Order shall control. Non-English translations of the Terms are provided for convenience only. In the event of any ambiguity or conflict between translations, the English version shall control.

“Account” means any accounts or instances created by, or on behalf of, the Client or its Users within the Services.

“Affiliate(s)” means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, whereby “control” (including, with correlative meaning, the terms “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.

“API” means the application programming interfaces developed, made available and enabled by Euphoric.ai that permit the Clients to access certain functionality provided by the Services, including, without limitation, the REST API that enables the interaction with the Services automatically through HTTP requests and the application development API that enables the integration of the Services with other web applications.

“Client” means the party specified in the Service Order and may also be referred to as “You” or “Your”.

“Client Marks” means any trademarks, service marks, service or trade names, taglines, logos or other designations of the Client.

“Confidential Information” means all information disclosed by one Party to the other Party which is in tangible form and designated as confidential or is information, regardless of form, which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure, including but not limited to the pricing terms, product plans and designs, business processes, security notifications, and customer advocacy communications. Notwithstanding the foregoing, Confidential Information shall not include information that (a) was already known to the receiving Party at the time of disclosure by the disclosing Party; (b) was or is obtained by the receiving Party from a third party not known by the receiving Party to be under an obligation of confidentiality with respect to such information; (c) is or becomes generally available to the public other than by violation of these Terms or another valid agreement between the Parties; or (d) was or is independently developed by the receiving Party without the use of the disclosing Party’s Confidential Information.

“Euphoric.ai” means Internet Investment Group Limited, a legal entity duly registered under the laws of Hong Kong and any of its successors or assignees, subsidiaries and affiliates;

“Euphoric.ai Marks” means any trademarks, service marks, service or trade names, taglines, logos or other designations of Euphoric.ai, or its or their Affiliates, whether registered or unregistered.

“End-User(s)” means any person or entity other than the Client or Users with whom the Client or its Users interact while using a Service.

“Free Trial” means limited access to the Services for the purposes of trying out the Services without paying the Service Fees;

“Force Majeure Event” means any circumstances beyond Euphoric.ai’s reasonable control, including, but not limited to, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Euphoric.ai employees), Internet service provider failure or delay, Third Party Services, or acts undertaken by third parties, including without limitation, denial of service attack.

“Intellectual Property Rights” means any and all of a Party’s patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights.

“Third Party Services” means third party products, applications, services, software, networks, systems, directories, websites, databases and information which a Service links to, or which the Client may connect to or enable in conjunction with a Service, including, without limitation, Third Party Services which may be integrated directly into an Account by the Client or at the Client’s direction.

“Personnel” means employees and/or non-employee contractors of Euphoric.ai engaged by Euphoric.ai in connection with performance hereunder.

“Personal Data” means any information relating to an identified or identifiable natural person.

“Service(s)” means the products and services that are used or ordered by the Client online through a link or via a Service Order referencing these Terms, whether on a trial or paid basis, and made available online by Euphoric.ai, via the applicable the Client login link and other web pages designated by Euphoric.ai, including, individually and collectively, the applicable software, updates, API. “Services” exclude Third Party Services as that term is defined in these Terms. From time to time, the names and descriptions of the Services or any individual Service may be changed. To the extent the Client is given access to such Service as so described by virtue of a prior Service Order or other prior acceptance of these Terms, these Terms shall be deemed to apply to such Service as newly named or described.

“Service Data” means all electronic data, text, messages, communications or other materials submitted to and stored within Services by the Client, Users and End-Users in connection with the Client’s use of Services, excluding Users contact Information.

“Services Fees” means all charges associated with the Client’s access to and use of an Account.

“Service Order” means any Euphoric.ai-generated service order form(s), statement of work (SOW), or online ordering document completed, executed, or approved by the Client in connection with the Client’s subscription to the Services. A Service Order details, among other things, the Services ordered, the number of Users authorized to use the Services, Service Plan, the applicable Subscription Term, and any corresponding fees. The Service Order may be in electronic form or a signed document, as mutually agreed by the Parties.

“Service Plan” means the specific subscription tier or package of services offered by Euphoric.ai that defines the scope, features, functionality, capacity, and limitations of the Services provided to the Client. Each Service Plan may include different levels of access, user capacity, storage, and additional features, which are subject to the corresponding Service Fees. The Client may choose a Service Plan based on its business needs, and upgrades or downgrades between Service Plans are governed by the terms outlined in the Agreement.

“Subscription Term” means the period during which the Client has agreed to subscribe to a Service.

“Sub-processor(s)” means any third-party data processor engaged by Euphoric.ai, including entities from Euphoric.ai who receives Service Data from Euphoric.ai for processing on behalf of the Client and in accordance with the Client’s instructions (as communicated by Euphoric.ai) and the terms of its written subcontract.

“Supplemental Terms” means the additional terms and conditions that are included or incorporated on a Service Order via hyperlink or other reference and any other terms published at the Website applicable to the Services.

“Taxes” means taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction.

“Terms” means the Terms of Services together with any and all Supplemental Terms, Service Order, Euphoric.ai Privacy and Cookies Policy, Data Processing Agreement and other mutually executed documents.

“User(s)” means an individual authorized to use the Services through the Client’s Account and using individual User Login.

“User Login” means a unique username and associated password provisioned to an individual to permit them to access the Services.

“Website” means a website operated by Euphoric.ai, including https://euphoric.ai/, as well as all other websites that Euphoric.ai operates (but shall not include the Services).

2.1 Service. Euphoric.ai will make the Services and Service Data available pursuant to these Terms and the applicable Service Order(s). Euphoric.ai will use commercially reasonable efforts to make the Services available twenty-four (24) hours a day, seven (7) days a week, except during (a) Planned Downtime (of which Euphoric.ai will give advance notice via the Website or to the Account owner); and (b) Force Majeure Events.

2.2 Support. Euphoric.ai will, at no additional charge, provide standard technical support to the Client at the reasonable request of the Client. Euphoric.ai shall respond to enquiries of support from the Client utilizing the contact set forth below as soon as reasonably possible. The contact options for all support inquiries are as follows:

• instant messaging,
• built-in customer support widget on the Platform, or
• e-mail: [email protected]

2.3 Modifications. The Client acknowledges that Euphoric.ai may modify the features and functionality of the Services during the Subscription Term. Euphoric.ai shall provide the Client with thirty (30) days’ advance notice of any deprecation of any material feature or functionality. Euphoric.ai will not materially decrease the overall functionality of the Services purchased by the Client during the Subscription Term.

2.4 Extension of Rights to Affiliates. The Client may extend its rights, benefits and protections provided herein to its Affiliates and to contractors or service providers acting on the Client’s or the Client’s Affiliates’ behalf, provided that the Client remains responsible for their compliance hereunder. An Affiliate may also directly purchase Services pursuant to the terms of these Terms provided that such Affiliate (i) executes a Service Order for such Services; and (ii) agrees to be bound by the terms of the Terms as if it were an original party hereto. The Client also agrees that it will be responsible for its Affiliates’ compliance with the Terms. The Client hereby authorizes Euphoric.ai to share the content of these Terms with the Client’s Affiliates.

3.1 Login Management. Access to and use of certain Services is restricted, such as to the specified number of individual Users permitted under the Client’s subscription to the applicable Service, as detailed in the applicable Service Order(s). For Services that are User-based, the Client agrees and acknowledges that a User Login cannot be shared or used by more than one (1) individual per Account. However, User Logins may be reassigned to new individuals replacing former individuals who no longer require ongoing use of the Services. The Client and Users are responsible for maintaining the confidentiality of all User Login information for an Account. Absent a written license from Euphoric.ai expressly stating otherwise, the Client agrees and acknowledges that the Client may not use the Services, including but not limited to the API, to circumvent the requirement for an individual User Login for each individual who (a) leverages the Services to interact with End-Users; (b) processes data related to interactions with End-Users; or (c) processes data related to interactions originating from a Third Party Services that provides functionality similar to functionality provided by the Services and which would, pursuant to these Terms, require an individual User Login, if utilizing the Services for such interaction. Further, the Client shall not use the API or any software in such a way to circumvent restrictions or User licensing restrictions that are enforced in the Service user interface. Euphoric.ai reserves the right to charge the Client, and the Client hereby agrees to pay, for any overuse of a Service in violation of these Terms or Service Order(s).

3.2 Compliance. As between the Client and Euphoric.ai, the Client is responsible for compliance with the provisions of these Terms by Users and End-Users and for any and all activities that occur under an Account, which Euphoric.ai may verify from time to time. Without limiting the foregoing, the Client will ensure that its use of the Services is compliant with all applicable laws and regulations as well as any and all privacy notices, agreements or other obligations the Client may maintain or enter into with Users or End-Users.

3.3 Restrictions. Neither the Client nor Users shall:

• use the Services or any part or element thereof to commit a crime;
• use the Services in a manner that violates any applicable laws or these Terms;
• use the Services in a way that infringes, misappropriates or violates anyone’s rights;
• disassemble, decompile, reverse engineer, or otherwise attempt to access or derive source code or other trade secrets from the Services, or modify, make derivative works based upon, copy, or otherwise use any ideas, features, functions, or graphics of the Services in order to (a) build a similar or competitive product or service or (b) build a product using similar features, functions, or graphics of the Services;
• modify, remove, or obstruct any proprietary rights statement or notice contained in the Services;
• “crawl”, “scrape”, or “spider” any data or portion of the Services (through use of manual or automated means);
• send or store (a) infringing, dangerous, harmful, deceptive, obscene, threatening, libelous, or otherwise objectionable, unlawful, or tortious material, including material harmful to children or which violates third-party privacy rights; or (b) material containing software viruses, worms, Trojan horses, or other harmful computer code, files, scripts, agents, or programs;
• use the Services or any part or element thereof unless it has agreed to these Terms;
• interfere with or disrupt the Services, including circumvent any rate limits or restrictions or bypass any protective measures or safety mitigations Euphoric.ai put on the Services;
• use the Services to provide, or incorporate the Services into, any product or service provided to a third party.

3.4 System Requirements. A high-speed Internet connection is required for proper transmission of the Services. the Client is responsible for procuring and maintaining the network connections that connect the Client’s network to the Services including, but not limited to, browser software that supports protocols used by Euphoric.ai, including the Transport Layer Security (TLS) protocol or other protocols accepted by Euphoric.ai, and to follow procedures for accessing services that support such protocols. Euphoric.ai is not responsible for notifying the Client, Users or End-Users of any upgrades, fixes or enhancements to any such software or for any compromise of data, including Service Data, transmitted across computer networks or telecommunications facilities (including but not limited to the Internet) which are not owned, operated or controlled by Euphoric.ai. Euphoric.ai assumes no responsibility for the reliability or performance of any connections as described in this Section.

3.5 No Competitive Access. The Client may not access the Services for competitive purposes or if the Client is a competitor of Euphoric.ai.

4.1 Term. The term of these Terms begins on the Effective Date and will remain in effect as long as the Client has a valid Service Order or until these Terms are otherwise terminated in accordance with the terms hereof, whichever occurs first. The Subscription Term will be defined in each individual Service Order. Unless an Account and subscription to a Service are terminated in accordance with these Terms or the applicable Service Order, or unless otherwise stated in the applicable Service Order, (a) the Client’s subscription to a Service will renew for a Subscription Term equivalent in length to the then-expiring Subscription Term; and (b) the Service Fees applicable to any subsequent Subscription Term shall be Euphoric.ai’s Service Fees for the applicable Services at the time of such renewal.

4.2 Cancellation. Either Party may elect to terminate an Account and subscription to a Service at the end of the then-current Subscription Term by providing notice in accordance with Section 22 of these Terms no less than fifteen (15) days prior to the end of such Subscription Term.

4.3 Temporary Suspension. Euphoric.ai reserves the right to restrict functionalities or suspend the Services (or any part thereof), the Client’s Account or the Client’s and/or Users’ or End-Users’ rights to access and use the Services and remove, disable or quarantine any Service Data or other content if (a) Euphoric.ai reasonably believes that the Client, Users or End-Users have violated these Terms; or (b) Euphoric.ai suspects or detects any Malicious Software connected to a the Client’s Account or use of a Service by the Client, Users or End-Users. Euphoric.ai also reserves the right to immediately suspend the Client’s Account for the Client’s violation of these Terms. Unless legally prohibited from doing so or where Euphoric.ai is legally required to take immediate action, Euphoric.ai will use commercially reasonable efforts to notify the Client via email when taking any of the foregoing actions. Euphoric.ai shall not be liable to the Client, Users, End-Users or any other third party for any modification, suspension or discontinuation of the Client’s rights to access and use the Services. Euphoric.ai may refer any suspected fraudulent, abusive, or illegal activity by the Client, Users or End-Users to law enforcement authorities at Euphoric.ai’s sole discretion.

4.4 Termination for Cause. A Party may terminate these Terms for cause (a) upon written notice to the other Party of a material breach by the other Party if such breach remains uncured after thirty (30) days from the date of receipt of such notice; or (b) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. However, Euphoric.ai may immediately terminate these Terms for cause without notice if the Client violates these Terms or if provision of the Service violates applicable law, regulation or court order.
Euphoric.ai will refund any prepaid fees covering the remainder of the Subscription Term as of the effective date of termination if the Terms are terminated by the Client in accordance with this Section for Euphoric.ai’s uncured material breach.
The Client must pay any unpaid fees covering the remainder of the Subscription Term pursuant to all applicable Service Order if Euphoric.ai terminates these Terms for Euphoric.ai’s material breach in accordance with this Section. In no event will Euphoric.ai’s termination for cause relieve the Client of its obligation to pay any fees payable to Euphoric.ai for the period prior to termination.

4.5 Payment Upon Termination. Except for the Client’s termination under Section 4.4, if the Client terminates its subscription to a Service or cancels its Account prior to the end of the then-effective Subscription Term, or if Euphoric.ai terminates or cancels the Client’s Account pursuant to Section 4.4, in addition to any other amounts the Client may owe Euphoric.ai, the Client must immediately pay any and all unpaid Service Fees associated with the remainder of such Subscription Term.

4.6 No Refunds. Except for the Client’s termination rights under Section 4.4, no refunds or credits for Service Fees or other fees or payments will be provided if the Client terminates a subscription to a Service or cancels its Account prior to the end of a Subscription Term.

4.7 Export of Service Data. Upon the Client’s written request, Euphoric.ai will make Service Data available to the Client for export or download subject to the Service features for thirty (30) days after the effective date of termination or expiration of the Account, except for Service Data which (i) has been deleted, (ii) was created and/or used in violation of these Terms, or (iii) unless prohibited by law or legal order. Thereafter, Euphoric.ai will have no obligation to maintain or provide any Service Data and Euphoric.ai will delete Service Data within sixty (60) days unless prohibited by law or legal order.

5.1 Payment. Unless otherwise expressly set forth in these Terms, a Service Order, all Service Fees are due in full upon commencement of the Subscription Term. The Client is responsible for providing valid and current payment information and the Client agrees to promptly update the Account information, including payment information, with any changes that may occur (for example, a change in the Client’s billing address or credit card expiration date). If the Client fails to pay Service Fees or any other charges indicated on any Service Order, within five (5) days of Euphoric.ai’s notice to the Client that payment is delinquent, or if the Client does not update payment information upon Euphoric.ai’s request, in addition to other remedies, Euphoric.ai may suspend access to and use of the Services by the Client, Users and End-Users. As permitted by applicable law, Euphoric.ai reserves the right to charge the Client late payment penalties or interest charges on any past-due invoices that are not subject to a previously-noticed good faith dispute as to amount owed. The interest rate of penalty for late payment shall be at the rate of the lesser of two percent (2%) per month or the maximum rate permitted by law. The wire transfer, ACH and online payment processing platforms (e.g. Stripe, PayPal, etc.) fees that concern the sums payable, shall be paid by the Client.

5.2 Upgrades. If the Client chooses to increase the number of Users authorized to access and use a Service or upgrade to a different Service Plan during the Subscription Term, any incremental Service Fees associated with the upgrade will be prorated and charged for the remainder of the Subscription Term. In any subsequent Subscription Term, the Service Fees will reflect such upgrades, and the new rate will apply for the entirety of the new Subscription Term. Upgrades may also provide access to additional features, capacity, or services depending on the selected plan.

5.3 Downgrades. The Client may not reduce the number of Users or downgrade to a lower Service Plan during an active Subscription Term. The Client may only request a reduction in the number of Users or downgrade to a different Service Plan for a subsequent Subscription Term by providing Euphoric.ai with thirty (30) days' prior written notice before the end of the current Subscription Term, specifying the details of the downgrade. In the event of a downgrade:

• The Client must ensure that any affected Users are demoted or removed before the beginning of the subsequent Subscription Term.
• Downgrading may result in the loss of content, features, capacity, or functionality available under the previous plan.
• Additional costs, such as storage fees, may apply if the new Service Plan does not accommodate the Client's existing data or usage levels.
• Euphoric.ai is not responsible for any loss of data, features, or capacity resulting from a downgrade.

If a new Service Order reflecting the downgrade is not signed by the Client before the end of the then-current Subscription Term, the Services will automatically renew under the current plan, as defined in Section 4.1.

5.4 Taxes. Unless otherwise stated, Euphoric.ai’s Service Fees do not include any Taxes. The Client is responsible for paying Taxes assessed in connection with the subscription to the Services.

6.1 Confidental information. In connection with the Services, each Party will protect the other’s Confidential Information from unauthorized use, access or disclosure in the same manner as each Party protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to these Terms, each Party may use the other Party’s Confidential Information solely to exercise its respective rights and perform its respective obligations under these Terms and shall disclose such Confidential Information (a) solely to the employees and/or non-employee service providers and contractors who have a need to know such Confidential Information and who are bound by terms of confidentiality intended to prevent the misuse of such Confidential Information; (b) as necessary to comply with an order or subpoena of any administrative agency or court of competent jurisdiction; or (c) as reasonably necessary to comply with any applicable law or regulation. Except for Euphoric.ai’s Non-Disclosure Agreement (where executed by the Client), the provisions of this Section 6 shall control over any non-disclosure agreement by and between the Parties and any such non-disclosure agreement shall have no further force or effect with respect to the exchange of Confidential Information after the execution of these Terms. This Section shall not apply to any information which (a) was publicly known prior to the time of disclosure by the disclosing Party, or (b) becomes publicly known after such disclosure through no action or inaction of the receiving Party in violation of these Terms. For clarity, any exchange of Confidential Information prior to the execution of these Terms shall continue to be governed by any such non-disclosure agreement. Given the unique nature of Confidential Information, the Parties agree that any violation or threatened violation by a Party to these Terms with respect to Confidential Information may cause irreparable injury to the other Party. Therefore, the Parties agree such violation or threatened violation shall entitle the other Party to seek injunctive or other equitable relief in addition to all legal remedies.

7.1 Sub-processors. Euphoric.ai will utilize Sub-processors who will have access to or process Service Data to assist in providing the Services to the Client. The Client hereby confirms and provides general authorization for Euphoric.ai’s use of the Sub-processors specified in the Sub-processors List. Euphoric.ai shall be responsible for the acts and omissions of members of Euphoric.ai Personnel and Sub-processors to the same extent that Euphoric.ai would be responsible if Euphoric.ai was performing the services of each Euphoric.ai Personnel or Sub-processor directly under the terms of these Terms. The Client may sign up to receive notifications of any changes to the Sub-processors List.

7.2 Third-Party Service Providers. Euphoric.ai may use third-party service providers that are utilized by Euphoric.ai to assist in providing the Services to the Client, but do not have access to Service Data. Any third-party service providers utilized by Euphoric.ai will be subject to confidentiality obligations which are substantially similar to the confidentiality terms herein. Euphoric.ai shall be responsible for the acts and omissions of members of Euphoric.ai’s third-party service providers to the same extent that Euphoric.ai would be responsible if Euphoric.ai was performing the services of each third-party service provider directly under the terms of these Terms.

7.3 Safeguards. Euphoric.ai will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Service Data in accordance with the Data Processing Agreement.

7.4 Service Data. Euphoric.ai will, and the Client hereby instructs Euphoric.ai to, access, collect, distribute, transmit, publicly display, anonymize, aggregate, modify, prepare derivative works of, reproduce, edit, exploit, translate and reformat and otherwise use, Service Data to provide, secure and improve the Services. The Client is solely responsible for the accuracy, content, and legality of all Service Data.

7.5 Data Processing Agreement. The Data Processing Agreement is incorporated by reference herein into these Terms.

8.1 Third party services. If the Client decides to enable, access or use Third Party Services, the Client’s access and use of such Third Party Services shall be governed solely by the terms and conditions of such Third Party Services. Euphoric.ai does not endorse, is not responsible or liable for, and makes no representations as to any aspect of such Third Party Services, including, without limitation, their content or the manner in which they handle, protect, manage or process data (including Service Data), or any interaction between the Client and the provider of such Third Party Services. Euphoric.ai cannot guarantee the continued availability of such Third Party Services features, and may cease enabling access to them without entitling the Client to any refund, credit or other compensation, if, for example and without limitation, the provider of a Third Party Services ceases to make the Third Party Services available for interoperation with the corresponding Service in a manner acceptable to Euphoric.ai. the Client irrevocably waives any claim against Euphoric.ai with respect to such Third Party Services. Euphoric.ai is not liable for any damage or loss caused or alleged to be caused by or in connection with the Client’s enablement, access or use of any such Third Party Services, or the Client’s reliance on the privacy practices, data security processes or other policies of such Third Party Services. the Client may be required to register for or log into such Third Party Services on their respective websites. By enabling any Third Party Services, the Client is expressly permitting Euphoric.ai to disclose the Client’s login and Service Data to the provider of the Third Party Services as necessary to facilitate the use or enablement of such Third Party Services.

9.1 Free Trial. A new the Client may be entitled to a Free Trial. The Free Trial is subject to restrictions that are specified in the Service Order. Euphoric.ai reserves the right to change the terms of Free Trial at any time and/or suspend the Free Trial of any Client with or without cause.

9.2 Beta Services. Euphoric.ai may introduce certain Services as either closed or open beta services during a trial and evaluation period known as “Beta Services” or as complimentary offerings labeled as “Free Services” . Since Beta Services can be in various stages of development, the manner in which they operate and are used may be unpredictable. The Client acknowledges and agrees that, regardless of any conflicting terms in these Terms:

• Beta Services have not undergone thorough testing.
• The Client's utilization of Beta Services is aimed at assessing and testing new features while providing feedback to Euphoric.ai.
• Euphoric.ai is under no obligation to (i) further develop or launch Free Services or (ii) provide support for Free Services.
• The Client assumes all risks associated with using Free Services.
• Euphoric.ai provides Free Services “AS IS” and makes no representations, warranties, indemnities, or guarantees of any sort.
• The Client's liability under these Terms remains as specified herein.
• To the extent permitted by applicable law, Euphoric.ai's total aggregate liability, as well as that of its suppliers, in relation to Beta Services, is explicitly capped at 100 USD for all damages, regardless of the nature of the claim or theory of liability. The Client consents to Euphoric.ai having exclusive authority and discretion in establishing the testing and evaluation period for Beta Services.

Euphoric.ai retains the prerogative to completely or partially discontinue any of the Free Services, temporarily or permanently, at its discretion, with or without prior notice to the Client. Additionally, Euphoric.ai maintains the right to offer the Free Services on the paid basis.

10.1 Intellectual Property Rights. Each Party shall retain all rights, title and interest in any of its respective Intellectual Property Rights. The rights granted to the Client, Users and End-Users to use the Service(s) under these Terms do not convey any additional rights in the Service(s) or in any Intellectual Property Rights of Euphoric.ai associated therewith. Subject only to limited rights to access and use the Service(s) as expressly stated herein, all rights, title and interest in and to the Services and all software and other components of or used to provide the Services and Euphoric.ai’s machine learning algorithms and AI model, including all related Intellectual Property Rights, will remain with Euphoric.ai and belong exclusively to Euphoric.ai.

10.2 Ownership of Service Data. The Client shall retain ownership rights, including all Intellectual Property Rights, to all Service Data processed under the terms of these Terms.

10.3 Feedback. Euphoric.ai shall have a fully paid-up, royalty-free, worldwide, transferable, sub-licensable (through multiple layers), assignable, irrevocable and perpetual license to implement, use, modify, commercially exploit, incorporate into the Services or otherwise use any suggestions, enhancement requests, recommendations or other feedback regarding the Services that Euphoric.ai receives from the Client, Users, End-Users, or other third parties acting on the Client’s behalf. Euphoric.ai also reserves the right to seek intellectual property protection for any features, functionality or components that may be based on or that were initiated by suggestions, enhancement requests, recommendations or other feedback regarding the Services that Euphoric.ai receives from the Client, Users, End-Users, or other third parties acting on the Client’s behalf.

10.4 Use of Euphoric.ai Marks. The Client may only use the Euphoric.ai Marks in a manner permitted by Euphoric.ai in writing.

10.5 Use of Client Marks. Unless the Client specifically restricts such use by contacting Euphoric.ai in writing, the Client consents to Euphoric.ai’s use of the Client Marks for the purpose of identifying the Client as a user of Euphoric.ai's services, including on websites, presentations, and marketing materials. This use will be in a manner that reflects positively on the Client’s reputation and brand.If the Client wishes to restrict the use of its marks, it must notify Euphoric.ai in writing, and Euphoric.ai will promptly cease any further use of the Client Marks upon receipt of such notice.

11.1 Representation and Warranties. Each Party represents and warrants to the other that (a) these Terms has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such Party in accordance with its terms; (b) no authorization or approval from any third party is required in connection with such Party’s execution, delivery or performance of these Terms; and (c) the execution, delivery and performance of the Agreement does not and will not violate the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.

11.2 Euphoric.ai Representations and Warranties. Euphoric.ai represents and warrants that during an applicable Subscription Term (a) these Terms will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Service Data; and (b) the Services will perform materially in accordance with these Terms. For any breach of a warranty in this Section, the Client’s exclusive remedies are those described in Section 4.4 herein. The warranties herein do not apply to any misuse or unauthorized modification of the Services made by the Client, its Users or its End-Users.

11.3 DISCLAIMERS. EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 11.2, THE WEBSITE AND THE SERVICES, INCLUDING ALL SERVER AND NETWORK COMPONENTS, ARE PROVIDED ON AN “AS IS'' AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND Euphoric.ai EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE CLIENT ACKNOWLEDGES THAT Euphoric.ai DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED BY THE CLIENT FROM Euphoric.ai OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

12.1 Indemnification by Euphoric.ai. Euphoric.ai will indemnify and defend the Client from and against any claim brought by a third party against the Client alleging that the Client’s use of a Service as permitted hereunder infringes or misappropriates a third party’s valid patent, copyright, trademark or trade secret (an “IP Claim”). Euphoric.ai shall, at Euphoric.ai’s expense, defend such IP Claim and pay damages finally awarded against the Client in connection therewith, including reasonable fees and expenses of attorneys engaged by Euphoric.ai for such defense, provided that (a) the Client promptly notifies Euphoric.ai of the threat or notice of such IP Claim; (b) Euphoric.ai will have sole, exclusive control and authority to select defense attorneys, defend and/or settle any such IP Claim (however, Euphoric.ai shall not settle or compromise any claim that results in liability or admission of any liability by the Client without the Client’s prior written consent); and (c) the Client fully cooperates with Euphoric.ai in connection therewith. If use of a Service by the Client, Users or End-Users has become, or, in Euphoric.ai’s opinion, is likely to become, the subject of any such IP Claim, Euphoric.ai may, at Euphoric.ai’s option and expense (i) procure for the Client the right to continue using the Service(s) as set forth hereunder; (ii) replace or modify a Service to make it non-infringing; or (iii) if options (i) or (ii) are not commercially reasonable or practicable as determined by Euphoric.ai, terminate the Client’s subscription to the Service(s) and repay the Client, on a pro-rata basis, any Service Fees paid to Euphoric.ai for the unused portion of the Client’s Subscription Term for such Service(s). Euphoric.ai will have no liability or obligation under this Section 12.1 with respect to any IP Claim if such claim is caused in whole or in part by (x) compliance with designs, data, instructions or specifications provided by the Client; (y) modification of the Service(s) by anyone other than Euphoric.ai or Euphoric.ai Personnel; or (z) the combination, operation or use of the Service(s) with other hardware or software where a Service would not by itself be infringing. The provisions of this Section 12.1 state the sole, exclusive and entire liability of Euphoric.ai to the Client and the Client’s sole remedy with respect to an IP Claim brought by reason of access to or use of a Service by the Client, Users or End-Users.

12.2 Indemnification by the Client. The Client will indemnify, defend and hold Euphoric.ai harmless against any claim brought by a third party against Euphoric.ai (a) arising from or related to the Client, Users’ or End-Users use of a Service in breach of these Terms (and not arising solely from the Service itself); or (b) alleging that the Client Marks or content selected by the Client in the design and implementation of the Services, including but not limited to the URL, graphics, illustrations, logos, and marks, or Service Data infringes or misappropriates a third party’s valid patent, copyright, trademark or trade secret; provided that (i) Euphoric.ai promptly notifies the Client of the threat or notice of such claim; (ii) the Client will have the sole and exclusive control and authority to select defense attorneys, and to defend and/or settle any such claim (however, the Client shall not settle or compromise any claim that results in liability or admission of any liability by Euphoric.ai without Euphoric.ai’s prior written consent); and (iii) Euphoric.ai fully cooperates with the Client in connection therewith.

13.1 EXCLUSION OF DAMAGES. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) SHALL EITHER PARTY TO THESE TERMS, OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS OR LICENSORS, BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA (WHERE SUCH DATA IS LOST IN THE COURSE OF TRANSMISSION VIA THE CLIENT’S SYSTEMS OR OVER THE INTERNET THROUGH NO FAULT OF EUPHORIC.AI), BUSINESS INTERRUPTION, LOSS OF GOODWILL, COSTS OF COVER OR REPLACEMENT, OR FOR ANY OTHER TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGES, OR FOR ANY OTHER INDIRECT LOSS OR DAMAGES INCURRED BY THE OTHER PARTY OR ITS AFFILIATES IN CONNECTION WITH THESE TERMS, THE SERVICES, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.

13.2 LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, EUPHORIC.AI’S AGGREGATE LIABILITY TO THE CLIENT, ITS AFFILIATES, OR ANY THIRD PARTY ARISING OUT OF THESE TERMS, THE SERVICES, SHALL IN NO EVENT EXCEED THE SERVICES FEES PAID BY THE CLIENT DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. THE CLIENT ACKNOWLEDGES AND AGREES THAT THE ESSENTIAL PURPOSE OF THIS SECTION 13.2 IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE SERVICE FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF EUPHORIC.AI WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. EUPHORIC.AI HAS RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE THE CLIENT WITH THE RIGHTS TO ACCESS AND USE THE SERVICES PROVIDED FOR IN THESE TERMS. THE LIMITATIONS SET FORTH IN SECTION 13.2 SHALL NOT APPLY TO CLAIMS OR DAMAGES RESULTING FROM EUPHORIC.AI’S IP CLAIMS INDEMNITY OBLIGATIONS IN SECTION 12.1 OF THESE TERMS.

13.3 Limitation of Liability in the Aggregate. THE LIMITATION OF LIABILITY PROVIDED FOR HEREIN APPLIES IN AGGREGATE TO ANY AND ALL CLAIMS BY THE CLIENT AND ITS AFFILIATES, AND SHALL NOT BE CUMULATIVE.

13.4 Jurisdiction-specific Exclusions. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages or for a party’s own fraud, willful injury to the person or property of another, or violation of law, which means that some of the above limitations may not apply to the Client. IN THESE JURISDICTIONS, EUPHORIC.AI’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

In the event of a dispute, controversy or claim arising out of or in relation to these Terms, including but not limited to the formation, validity, breach or termination thereof, the parties shall attempt to solve the matter amicably in mutual negotiations. In the event a mutually acceptable resolution cannot be reached within a reasonable time, either party will be entitled to seek all available remedies, including legal remedies subject to the terms and conditions set forth below. Notwithstanding the foregoing and subject to the terms and conditions set forth below, either party may seek injunctive relief with respect to any disputed matter to the extent possible under applicable law. Should an amicable settlement between parties not be possible, the dispute shall be finally solved in court or by arbitration as designated herein subject to the terms and conditions set forth below. The United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention of 1980) shall not be applied to these Terms. Any questions relating to these Terms which are not expressly or implicitly settled by the provisions contained in these Terms shall be governed by and construed in accordance with the Laws of the State of Delaware.

The parties will act solely as independent contractors. These Terms shall not be construed as creating an agency, partnership, joint venture, fiduciary duty, or any other form of legal association between the Client and either Euphoric.ai, and the Client shall not represent to the contrary, whether expressly, by implication, appearance or otherwise. These Terms are not for the benefit of any third parties.

If any term, condition or provision of these Terms is held to be invalid, unenforceable or illegal in whole or in part for any reason, that provision shall be enforced to the maximum extent permissible so as to affect the intent of the parties. The validity and enforceability of the remaining terms, conditions or provisions, or portions of them, shall not be affected.

The Services and other Euphoric.ai technology, and derivatives thereof, may be subject to export controls and economic sanctions laws and regulations of the United States and other jurisdictions. the Client agrees to comply with all such laws and regulations as they relate to the access to and use of the Services and other Euphoric.ai technology. Each Party represents that it (nor its parents or controlling shareholders) is not named on (nor directly or indirectly owned 50% or greater, in the aggregate, or otherwise controlled by, a person or persons named on) any U.S. government or other applicable restricted-party list, and the Client will not, and will not permit any User or End-User to: (a) access or use any Service in a U.S. -embargoed or U.S. -sanctioned country or region, (e.g., Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the so-called Donetsk People’s Republic and Luhansk People’s Republic regions of Ukraine, or any other country or region embargoed or sanctioned during the Subscription Term); (b) access or use any Service if the Client, User, or End-User is named on (or directly or indirectly owned 50% or greater, in the aggregate, or otherwise controlled by, a person or persons named on) any U.S. government or other applicable restricted-party list; (c) place any information in the Services that is controlled under the U.S. International Traffic in Arms Regulations or other similar laws; or (d) access or use any Service for any purpose prohibited by the United States or applicable international import and export laws and regulations. Euphoric.ai shall have no obligation or liability to the Client if a governmental or regulatory action restricts access to the Services, and the Client agrees that these Terms and any Service Order expressly exclude any right to access the Services from a jurisdiction where such governmental or regulatory restriction is in effect. Euphoric.ai reserves the unconditional right to refuse to enter into or to terminate a contractual relationship with any particular company, legal entity or individual on the basis of export control restrictions, embargoes, sanctions or other considerations to the extent permitted by law.

These Terms are the entire agreement between the Client and Euphoric.ai regarding the Client’s use of the Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.

Euphoric.ai reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms at any time by posting such changes on or through the Website. Please check these Terms periodically for changes. The Client or User continued use of the Services after such changes have been posted as provided above constitutes their binding acceptance of such changes. Such amended Terms will automatically be effective upon the earlier of (i) the Client or User continued use of the Services, or (ii) 30 days from posting of such modified Terms on or through the Website. Notwithstanding the foregoing, the resolution of any dispute that arises between the Client or User and Euphoric.ai will be governed by the Terms in effect at the time such dispute arose.

Except as permitted herein, neither party may, directly or indirectly, by operation of law or otherwise, assign all or any part of these Terms or rights under these Terms, or delegate performance of its duties under these Terms, without written prior consent of the other party, which consent will not be unreasonably withheld. Notwithstanding the foregoing (a) subject to Section 3.7 herein, the Client may, without Euphoric.ai’s consent, assign these Terms to an Affiliate or in connection with any merger or change of control of the Client or the sale of all or substantially all of the Client’s assets, provided that any such successor agrees to fulfill its obligations pursuant to these Terms; and (b) Euphoric.ai may assign these Terms without the Client’s consent to any Affiliate or in connection with any merger or change of control of Euphoric.ai or the sale of all or substantially all of Euphoric.ai’s assets provided that any such successor agrees to fulfill its obligations pursuant to these Terms. If requested by Euphoric.ai, the Client must execute an assignment to give effect to Euphoric.ai’s assignment. Subject to the foregoing restrictions, these Terms will be fully binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns.

Failure of either Party to exercise or enforce any provision of or any of its rights under these Terms shall not be deemed a waiver of future enforcement of that or any other provision or right.

Except as otherwise specified in these Terms, all notices related to these Terms will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c) except for notices of termination or an indemnifiable claim (“Legal Notices”), which shall clearly be identifiable as Legal Notices, the day of sending by email. Billing-related notices to the Client will be addressed to the relevant billing contact designated by the Client. All other notices to the Client will be addressed to the relevant Services system administrator designated by the Client.

Sections 1, 3.1, 3.3, 4.3, 4.6, 4.7, 5.4, 6, 7, 10, 12 – 22 shall survive termination of these Terms with respect to use of the Services by the Client, Users or End-Users. Termination of these Terms shall not limit a Party’s liability for obligations accrued as of or prior to termination or for any breach of these Terms.

These Supplemental Terms (“Supplemental Terms”) apply to the Services described herein and supplement the Euphoric.ai Terms of Use.

Notwithstanding any provisions to the contrary in the Agreement, Euphoric.ai reserves the right, at its sole discretion, to update these Supplemental Terms at any time. The Client’s continued use of the Services will be deemed acceptance of the then-current version of these Supplemental Terms.

In case the Client uses the telephony services provided as part of the Services, the Client understands and agrees to the following:

Communication Providers
The Client acknowledges and agrees that telephony services are delivered through interfaces with services offered by Twilio Inc. and AVOXI Inc., or any of their affiliated entities ("Communication Providers"). Furthermore, the Client agrees that the use of telephony services is governed not only by these Terms and Supplemental Terms but also by the specific terms and conditions established by the Communication Providers, as found on their websites (Twilio and AVOXI).

Prohibited Use for Emergency Calls
Telephony services shall not be used to support or transmit calls to suicide prevention hotlines or emergency services (collectively referred to as "Emergency Calls"). The Client is aware that these services are not designed for or capable of handling Emergency Calls. Euphoric.ai and Communication Providers shall not be held liable for any claims, damages, or losses arising from or related to (i) the inability of the Client (or Users) to make Emergency Calls or (ii) any test Emergency Calls made by the Client (or Users). The Client hereby waives any and all such claims or causes of action.

Consent from Communication Recipientsbr The Client shall obtain any necessary prior consent from individuals or businesses with whom the Client communicates using the telephony services, ensuring compliance with applicable privacy and data protection laws.

Compliance with Laws
The Client is solely responsible for ensuring that the use of telephony services complies with all applicable laws and regulations in all jurisdictions. This includes, but is not limited to, laws related to telephone recording, wiretapping, telemarketing, robocalling, call spoofing, and spam, such as the Telephone Consumer Protection Act (TCPA), the Do Not Call Implementation Act, the Telemarketing Sales Rule, and the CAN-SPAM Act.

Client as Call Initiator
The Client acknowledges that, between the Client and Euphoric.ai, the Client or Users is the initiator and sender of any call transmitted through the Client's account, whether sent manually or through automation.

Compliance with Policies and Procedures
The Client agrees to implement and maintain all policies and procedures necessary to ensure compliance with any applicable laws or regulations related to the use of telephony services.

Indemnification
The Client will defend, indemnify, and hold harmless Euphoric.ai, its affiliates, employees, agents, and partners from any third-party claims, damages, liabilities, or expenses (including reasonable legal fees) arising from or related to the Client's use of telephony services, including any violation of laws or regulations.

No Warranty
THE CLIENT ACKNOWLEDGES AND AGREES THAT EUPHORIC.AI MAKES NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, REGARDING THE CLIENT'S USE OF TELEPHONY SERVICES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EUPHORIC.AI, ITS AFFILIATES, PARTNERS, EMPLOYEES, AND AGENTS DISCLAIM ANY AND ALL LIABILITY FOR ANY DAMAGES, LOSSES, OR CLAIMS ARISING FROM OR RELATED TO THE CLIENT'S USE OF TELEPHONY SERVICES, WHETHER DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR OTHERWISE. THIS INCLUDES, BUT IS NOT LIMITED TO, ANY INTERRUPTION, SUSPENSION, OR TERMINATION OF SERVICES, THE QUALITY OR PERFORMANCE OF THE TELEPHONY SERVICES, OR ANY ERRORS OR INACCURACIES IN THE TRANSMISSION OF DATA OR CONTENT.

Data Privacy and Security
The Client agrees that any data processed through telephony services is subject to the privacy and security practices outlined in Euphoric.ai's Privacy Policy and Data Processing Agreement. The Client is responsible for maintaining the confidentiality of any data processed or stored through the telephony services, in compliance with applicable data protection laws.

Service Interruptions and Suspension
Euphoric.ai reserves the right to suspend or limit access to telephony services for maintenance, upgrades, or other operational reasons. The Client acknowledges that telephony services may experience occasional disruptions and agrees that Euphoric.ai shall not be held liable for such interruptions. In the event of an actual or suspected breach of these Terms, the Communication Providers' terms, or any applicable policies, Euphoric.ai reserves the right, at its sole discretion, to suspend or terminate the Client's access to telephony services without prior notice. The Client acknowledges that such actions may be necessary to protect the integrity of the services, ensure compliance with legal and contractual obligations, and prevent further violations.

If the Client uses the AI services as part of Third-Party Service integrations, the Client understands and agrees to the following:
AI Services Providers
The Client acknowledges and agrees that AI services are provided through third-party AI service providers, including but not limited to OpenAI and CoSupport, or their affiliated entities ("AI Services Providers"). The use of these AI services is governed not only by these Terms and Supplemental Terms but also by the specific terms and conditions of the AI Service Providers, which are available on their respective websites (e.g., OpenAI and CoSupport).

Output Generation
The Services may generate data and results (the "Output") in response to and derived from the Service Data provided by the Client, Users, and End-Users. The Client agrees to use the Output only:
(i) In a lawful manner and in compliance with all applicable laws;
(ii) In accordance with these Terms and Supplemental Terms;
(iii) In a manner that does not infringe upon, misappropriate, or violate the rights of Euphoric.ai or any other person or entity, including but not limited to intellectual property rights such as trademarks, copyrights, patents, name, image, or likeness rights.

The Client acknowledges that Output generated by the AI Services may not be unique, and similar or identical Output may be generated for other users. Due to the probabilistic nature of AI, the Services may produce incorrect, incomplete, or offensive Output that may not accurately reflect real people, places, or facts. Such Output does not represent the views of Euphoric.ai. The Client must not use any Output related to a person in a way that could have legal or material consequences for that individual, such as decisions involving credit, education, employment, housing, insurance, or medical matters.

The Client is solely responsible for evaluating the accuracy and appropriateness of the Output for its intended use, including utilizing human review where necessary or available within the Services.

Restrictions on Use
The Client agrees not to:

• Illegal Use: Use AI services for unlawful activities, including promoting violence, hate speech, or discrimination.
• Infringement of Rights: Generate content that infringes on intellectual property, privacy, or publicity rights, including impersonation or misuse of trademarks and copyrights.
• Prohibited Content: Create or distribute content that is pornographic, defamatory, misleading, or promotes illegal activities.
• Sensitive Contexts: Rely on AI-generated content in areas like employment, credit, insurance, or medical decisions without human oversight.
• Automated Access: Excessively access or overuse AI services through automated systems or scripts, degrading service for others.
• Misrepresentation: Claim AI-generated content was created by a human or use it to mislead others.
• High-Risk Use: Use AI services in high-risk applications where failure could result in harm, such as life-support or military systems.

Additional Fees
The Client acknowledges that the use of AI Services may incur additional fees. These fees are determined and controlled by the Third-Party Providers, not Euphoric.ai. Any payments associated with accessing or using AI Services will be directed to the respective Third-Party Provider, with Euphoric.ai solely facilitating the transfer of such payments. Euphoric.ai does not control or assume liability for any additional fees or costs imposed by Third-Party Providers.

Third-Party Agreements
The use of AI Services may be subject to a separate agreement between the Client and the Third-Party Provider. Euphoric.ai is not a party to such agreements and bears no responsibility for the terms, performance, or functionality of third-party AI services. Any claims related to Third-Party Provider Content are the sole responsibility of the Third-Party Provider, not Euphoric.ai.

No Warranty
THE CLIENT ACKNOWLEDGES AND AGREES THAT EUPHORIC.AI MAKES NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, REGARDING THE CLIENT'S USE OF AI SERVICES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EUPHORIC.AI, ITS AFFILIATES, PARTNERS, EMPLOYEES, AND AGENTS DISCLAIM ANY AND ALL LIABILITY FOR ANY DAMAGES, LOSSES, OR CLAIMS ARISING FROM OR RELATED TO THE CLIENT'S USE OF AI SERVICES, WHETHER DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY INTERRUPTION, SUSPENSION, OR TERMINATION OF SERVICES, THE QUALITY OR PERFORMANCE OF THE AI SERVICES, OR ANY ERRORS OR INACCURACIES IN THE TRANSMISSION OF DATA OR CONTENT.

Limitation of Liability
To the fullest extent permitted by applicable law, Euphoric.ai, its affiliates, partners, employees, and agents shall not be liable for any damages, losses, or claims arising out of or related to the Client’s use of AI Services, whether direct, indirect, consequential, incidental, or otherwise. This includes, but is not limited to, any interruption, suspension, or termination of AI Services, any errors, inaccuracies, or omissions in the Output, or any reliance on the Output by the Client or End-Users. The Client acknowledges and agrees that Euphoric.ai provides the AI Services "as-is" and "as available", without any warranties of accuracy, completeness, or fitness for a particular purpose.

Data Privacy and Security for AI Services
Euphoric.ai implements reasonable technical and organizational measures to safeguard Client Data used in connection with AI Services. The Client is solely responsible for ensuring that the processing of any Personal Data within the AI Services complies with all applicable privacy and data protection laws, including but not limited to the GDPR, and other local laws. Euphoric.ai will not be held liable for any compliance failures on the part of the Client regarding the use of Personal Data.