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

The Services are offered to the Client subject to Client acceptance, without modification of all the terms and conditions contained herein and all other operating rules, policies (including, without limitation, our Privacy Policy), and procedures that may be published from time to time on the Platform or made available to Client on or through the Services (collectively, the “Terms”). When accepted by Client (as defined below), these Terms form a legally binding contract between Client and Euphoric.ai and its subsidiaries and affiliates (“Euphoric.ai”). If Client is entering into these Terms on behalf of an entity, such as Client employer or the company Client works for, Client represents that Client has the legal authority to bind that entity.

PLEASE READ THESE TERMS CAREFULLY. BY REGISTERING FOR, ACCESSING, BROWSING, AND/OR OTHERWISE USING THE EUPHORIC.AI SERVICES, CLIENT ACKNOWLEDGE THAT CLIENT HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF CLIENT DO NOT AGREE TO BE BOUND BY THESE TERMS, DO NOT ACCESS, BROWSE OR OTHERWISE USE THE PLATFORM OR THE SERVICES.

Euphoric.ai may, in its sole discretion, elect to suspend or terminate access to, or use of the Services to anyone who violates these Terms.

If Client registers for a free trial of the Services, the applicable provisions of these Terms will govern that free trial.

In the event of any inconsistency or conflict between these Terms and the terms of any agreement, service order or statement of work, the terms of the agreement, service order or statement of work shall control.

The original language of these Terms is English. Euphoric.ai may make available translations of these Terms in other languages for convenience. In case of conflicts between the original English version and any translation, the English version shall prevail.

Account – the primary means for accessing and using the Services, subject to payment of a Fee designated in the selected Plan;
Authorization – the set of rights and privileges on the Website assigned to a User by a Client;
Client – a natural or legal person who has accepted these Terms with Euphoric.ai;
Client Data – files and any other digital data and information, which is subjected to the Services or otherwise inserted to the Services by the Client;
Content – any data and information available through Services, articles, documents, brochures, presentations, pictures, images, audiovisual works, other informational materials and any comments;
Data Processing Agreement — agreement that establishes the terms and conditions governing the processing of personal data by Euphoric.ai on behalf of a Client according to the applicable data and privacy protection laws;
Fee – regular payment for using the activated Account;
Free Trial – limited access for the purposes of trying out the Services without paying a Fee;
Euphoric.ai Materials – the visual interfaces, graphics, design, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, and all other elements of Services;
Services – the Website, Content, Platform and all content, services and/or products available on or through the Platform;
Plan – the packaged service plan(s) and the functionality and services associated therewith (as detailed on the Website) for the Services.
Platform – Euphoric.ai customer relationship management software platform designed for enhancing pipeline visibility, forecasting, contact and deal management, activity tracking, and lead generation;
Third Party Services — functionalities available to the Client through the Platform, which may be activated at the Client's discretion;
User – a natural person granted with the Authorization to use the Account on behalf of a Client;
Website – the compilation of all web documents (including images, php and html files) made available via https://euphoric.ai/ or its sub domains or domains with identical names under other top domains and owned by Euphoric.ai.

The use of the Services is subject to acceptance of these Terms. To accept these Terms for itself or on behalf of a Client, a person must have the legal capacity to do so. In the case of an individual, the individual must be at least 18 years of age or have valid authorization from his/her legal representative or custodian. In the case of a legal entity, the entity must be duly incorporated and in good standing.

The Terms are accepted as soon as one of the following occurs first:

• the person has received the confirmation of the creation of the Account and necessary credentials from Euphoric.ai in order to log in to his/her/its Account; or
• for those Services and parts of the Website the use of which is not dependent on creating an Account, upon the moment of gaining access to such services.

Client may not, without Euphoric.ai’s prior written consent, access the Services (i) for production purposes, (ii) if Client is a competitor of Euphoric.ai, (iii) to monitor the availability, performance or functionality of the Services or (iv) for other benchmarking or competitive purposes.

Once accepted, these Terms remain effective until terminated as provided for herein.

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

4.1. Provision of Services
Euphoric.ai will (a) make the Services, Content and Client Data available to a Client pursuant to these Terms, (b) provide applicable standard support for the Services to Client at no additional charge, and/or upgraded support (for an additional charge, if applicable), (c) use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which Euphoric.ai shall give advance notice via email or Platform), and (ii) any unavailability caused by circumstances beyond Euphoric.ai’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem, Internet service provider failure or delay, or denial of service attack.

4.2. Protection of Client Data
The parties will comply with the terms of the Data Processing Agreement, which is incorporated into these Terms by this reference, with respect to the provision and processing of Client Data as defined in the Data Processing Agreement. Euphoric.ai will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Client Data. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Client Data by Euphoric.ai personnel except (a) to provide the Services and prevent or address service or technical problems, (b) as compelled by law in accordance with Section 7.3 (Compelled Disclosure) below, or (c) as a Client or User expressly permit in writing.

Euphoric.ai may use service providers to perform the Services. Euphoric.ai will make commercially reasonable efforts to ensure that data transfers to service providers meet requirements applicable to Clients’ processing of data and will provide information on such data transfers in these Terms for Client’s consideration.

By agreeing to these Terms, the Client authorizes the Euphoric.ai (a general written authorization in the meaning of Article 28 (2) of Regulation (EU) 2016/679) to engage the following service providers for the purposes of performing the Services. Euphoric.ai shall provide 10 business days advance notice before engaging any new service providers under the Euphoric.ai’s general authorization.

List of service providers processing Client Data can be seen here: https://app.euphoric.ai/v1/landing-sub-processors

5.1. Establishing an Account
Certain Features, functions, parts or elements of the Services can be used or accessed only by holders of an Account. The person who wishes to create an Account must:

• complete the sign-up form on the Website; and
• accept these Terms by clicking “Sign up” or other similar button

Each Client may have only one Account. If several persons need to use an Account on behalf of Client, Client must designate such persons as Users. Each such User shall be subject to the restrictions set forth in these Terms.

If Client has designated Users and granted them Authorization, such Users will be deemed to be authorized to act on behalf of Client when using the Account. Euphoric.ai is not responsible for and shall have no liability for verifying the validity of Authorization of any User. However, Euphoric.ai may, in its discretion, request additional information or proof of the person’s credentials. If Euphoric.ai is not certain if a User has been granted Authorization, Euphoric.ai may, in its sole discretion, prevent such User from accessing the Services.

A User may be associated with multiple Clients and Accounts. Deleting a User from one Account will not remove the User from the Platform if he/she is connected to multiple Accounts.

The Client and any User associated with an Account must provide Euphoric.ai with true, accurate, current, and complete information about the Client, Users or Account and keep it up to date.

5.2. Logging Into an Account
When a Client signs up, they are prompted to create a username and password (referred to as 'Login Credentials') that they will use to access their account. These Login Credentials must not be used by multiple persons. If Client wishes Users, Client shall invite Users via Platform; Each User as a part of registration process will be prompted to create a username and password. Client and each User are responsible for keeping confidential all login credentials associated with an Account. Client must promptly notify Euphoric.ai:

• of any disclosure, loss or unauthorized use of any Login Credentials;
• of a User’s departure from the Client’s organization;
• of a change in a User’s role in the Client’s organization;
• of any termination of a User’s right for any reason.

5.3. Termination of Account
The Client may terminate these Terms at any time as provided in Section 16.

Euphoric.ai shall permanently delete the Account within six months of the effective date of the termination.

5.4. Fees
The use of an Account is subject to a Fee. Upon sign-up for an Account, the Client must select a Plan. Different rates apply to different Plans. The applicable Fee is charged in advance on monthly or annual payment intervals, unless agreed otherwise between parties. All Fees are non-refundable, i.e. there are no refunds or credits for periods where the Client did not use an activated Account, used it only partially, or deactivated the Account or terminated these Terms during an ongoing payment interval.

All Fees are exclusive of all taxes, levies or duties applicable under any applicable law, unless stated otherwise stated herein. Client is solely responsible for the payment of such taxes, levies or duties.

5.5. Changing Plans
Any Client has the right to upgrade a current Plan at any time by selecting a new Plan among the collection of Plans determined by the Euphoric.ai. In such an event, the Client’s credit card on file with the Euphoric.ai will automatically be charged with a Fee for the next payment interval with the rate stipulated in the new Plan.

If, after signing up, Client elects to upgrade to a more expensive Plan, the unused portion of any prepaid Fees shall be applied to the Fee of the more expensive Plan.

Client has no right to downgrade the current Plan.

5.6. Free Trial
A new Client may be entitled to a Free Trial. The Free Trial is subject to restrictions that are specified in the Plan description at the billing section of the Platform. The Client is not required to provide any credit card information during the period of Free Trial.

At any stage during the Free Trial the Client may sign up to a paid Plan of the Services and in doing so their Free Trial will automatically expire.

In addition to the current Plans, Euphoric.ai may offer special discounts and motivation schemes (e.g. referral program).

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.

5.7. 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 the 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.
• 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 for a Fee.

6.1. Payment Card Authorization
Euphoric.ai may seek pre-authorization of Client’s payment card account prior to Client purchase of Services in order to verify that the card is valid and has the necessary funds or credit available to cover Client purchase. Client authorizes such a payment card account to pay any amounts described herein, and authorize Euphoric.ai to charge all sums described in these Terms to such card account. Client agrees to provide Euphoric.ai updated information regarding Client payment card account upon Euphoric.ai’s request and any time the information earlier provided is no longer valid.

6.2. Direct Debit Payments
In some markets Euphoric.ai may, if Client elects, request that Client completes a direct debit mandate to enable direct debit payments. In such cases Euphoric.ai shall comply with all applicable national rules and regulations related to direct debit payments.

We may use Stripe or PayPal to process Client Direct Debit payments. More information on how Stripe and Paypal process Client personal data and data protection rights, including Client right to object, is available at https://stripe.com and https://www.paypal.com.

6.3. Wire transfer
If Euphoric.ai has not sought pre-authorization of Client payment card or Client wishes to pay by wire transfer, then before the end of each payment interval, Client will be issued an electronic invoice for payment of the Fee of the next payment interval. The Client must pay the invoice by the due date indicated on the invoice.

6.4. Grace Period
Euphoric.ai may, at its discretion, grant the Client a grace period of fourteen calendar days to make payment for the Services. During this period, no additional late payment fee will be applied. However, this exemption does not alter the next payment date specified in the Plan; it remains unchanged despite the extension.

6.5. Late payment
Except as otherwise stated in these Terms, upon delay with any payments, Euphoric.ai reserves the right to require the Client to pay interest on the delay for the period as of the time the payment obligation falls due until conforming performance is rendered. Past due payments shall accrue interest at a rate of 1% for each thirty calendar days the payment remains outstanding.

7.1. Uploading Client Data to Platform
If the Client uploads Client Data to the Platform, such Client Data and any processing of such Client Data must be in compliance with these Terms and applicable law. All rights, title and interest in and to the Client Data belong to the Client or third persons (including Users, persons and organizations) whether posted and/or uploaded by Client or made available on or through the Services by Euphoric.ai. By uploading Client Data to the Platform, Client authorizes Euphoric.ai to process the Client Data. The Client is responsible for ensuring that:

• the Client and any of the Users associated with the Account do not create, transmit, display or make otherwise available any Client Data that violates the terms of these Terms, the rights of Euphoric.ai, other Clients or Users, persons or organizations or is harmful (for example viruses, worms, malware and other destructive codes), offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another’s privacy, hateful or otherwise unlawful; and
• the Client and all of the Users associated with the Account have the necessary rights to use the Client Data, including to insert it into the Platform and process it by means of the Account.

7.2. No Guarantee of Accuracy
Euphoric.ai does not guarantee any accuracy with respect to any information contained in any Client Data, and strongly recommends that Client think carefully about what Client transmit, submit or post to or through the Services. Client understands that all information contained in Client Data is the sole responsibility of the person from whom such Client Data originated. This means that Client, and not Euphoric.ai, is entirely responsible for all Client Data that is uploaded, posted, transmitted, or otherwise made available through the Services, as well as for any actions taken by the Euphoric.ais or other Clients or Users as a result of such Client Data.

7.3. Compelled Disclosure
Euphoric.ai may disclose a Client’s confidential information to the extent compelled by law to do so. In such an instance, Euphoric.ai will use commercially reasonable efforts to provide Client with prior notice of the compelled disclosure (to the extent legally permitted) and Client shall provide reasonable assistance, at its cost, if Client wishes to contest the disclosure. If Euphoric.ai is compelled by law to disclose Client’s confidential information as part of a civil proceeding to which Euphoric.ai is a party, and Client is not contesting the disclosure, Client will reimburse Euphoric.ai for its reasonable cost of compiling and providing secure access to that confidential information.

8.1. Use of the Services
Subject to these Terms, and the payment of the applicable service Fee, Euphoric.ai grants Client and its authorized users a non-exclusive, non-transferable, non-sub-licensable license to:

• access the Services;
• manage and organize Client Data within the Platform;
• add, update, and manage contacts, and facilitate communication with customers through the Platform;
• add new Users and grant them Authorizations;
• access and utilize reporting and analytics features for data-driven insight;
• receive reasonable help and guidance from Euphoric.ai regarding the use of the Services.

If Euphoric.ai determines Client usage of the Services to be outside of the permitted and intended use as outlined herein, or bandwidth usage of the Service or any features or functionality to be significantly excessive in relation to other Users, Euphoric.ai reserves the right to suspend respective Client Account, (or part thereof) until Client assures Euphoric.ai that Client shall refrain from further abuse of the Services.

8.2. Technical Support
Euphoric.ai shall provide reasonable technical support to Client and its authorized User at the reasonable request of the Client. Euphoric.ai shall respond to enquiries of support from a Client utilizing the contacts set forth below as soon as reasonably possible. Responding to enquiries of Clients and Users who have accepted these Terms but do not have an Account may be less expedient, or may not occur at all.

The contacts for all enquiries of support are:

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

8.3. Modifications to Service
Euphoric.ai reserves the right to modify the Services or any part or element thereof from time to time without prior notice, including, without limitation:

• rebranding the Services at its sole discretion;
• ceasing providing or discontinuing the development any particular Euphoric.ai Service or part or element of the Platform temporarily or permanently;
• taking such action as is necessary to preserve Euphoric.ai’s rights upon any use of the Services that may be reasonably interpreted as violation of Euphoric.ai’s intellectual property rights, distribution of Internet viruses, worms, Trojan horses, malware, and other destructive activities or illegal activity.

As applicable, Client may be notified of such modifications when logging in to the Account. Modifications, including change in applicable rates for the Services, will become effective thirty (30) days before the effective date of such modification.

If the Client does not accept the modification, the Client shall notify Euphoric.ai before the effective date of the modification, and these Terms will terminate on the effective date of the modification. The Client’s continued use of the Services, or any part or element thereof, after the effective date of a modification shall indicate its consent to the modifications. Euphoric.ai shall not be liable to the Client or to any third person for any modification, suspension or discontinuance of the Services, or any part or element thereof.

9.1. Prohibited Activities
Client and its authorized Users may use the Services and any part or element thereof only in the scope, with the means and for purposes as identified in these Terms and applicable law. By way of example, neither the Client nor any User may:

• use the Services or any part or element thereof to commit a crime, breach any applicable law or entice or invite others to carry out such illegal actions;
• copy, duplicate, distribute, modify, adapt, hack, create derivative works, reverse engineer or decompile the Services or any part or element thereof, or attempt to extract the source code thereof, unless (i) it is expressly allowed under applicable law, and (ii) to the extent that the Euphoric.ai is not permitted by that applicable law to exclude or limit the foregoing rights;
• use the Services or any part or element thereof unless it has agreed to these Terms.

9.2. Certain Uses Require Euphoric.ai Consent
The Client or any User may not, without Euphoric.ai’s prior express written consent:

• sell, resell, lease, license, sublicense, distribute, provide, disclose, divulge, exploit or otherwise grant Access or make the Services available in whole or in part to any third persons, unless such third person is another authorized User of the same Client;
• use the Services or any part or element thereof in a scope, with means or for purposes other than those for which their functionality was created;
• use the Services or any part or element thereof by means of programs that send them automatic enquiries or requests, unless such program has been made available by Euphoric.ai;

9.3. Trade Control Compliance
The Client, any user, reseller, or agent (“Third Party”) hereby represents, warrants, covenants, and agrees that, with respect to the Services:

• Third Party has complied and shall comply with, and shall cause its directors, officers, employees, and agents to comply with, U.S., EU, and any other applicable foreign economic, trade, and financial sanctions laws and regulations, including economic and trade sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) and the Department of State (collectively, “Sanctions”), and U.S., EU and applicable foreign laws and regulations pertaining to export controls, including those administered by the U.S. Departments of Commerce and State (collectively, “Trade Controls”).
• Third Party shall take no action, directly or indirectly, that would cause Euphoric.ai or any of its subsidiaries or affiliates, or any of their respective officers, directors, employees, or representatives, to violate any Trade Controls.
• Neither the Third Party nor any of its officers or directors, employees, and any agents or other representatives acting on their behalf (i) has been or is designated on any Sanctions- or export- related list of restricted or blocked persons, including designation on OFAC’s List of Specially Designated Nationals and Blocked Persons (the “SDN List”) or OFAC’s Sectoral Sanctions Identifications List (the “SSI List”), (ii) is located in, organized under the laws of, or resident in any country or territory that is itself the subject of any economic or financial sanctions by any Governmental Authority, including, but not limited to, Cuba, Russian Federation, the Republic of Belarus, Iran, Syria, North Korea, Venezuela and the Crimea Region of Ukraine, (iii) is or has been greater than 50% owned or controlled by any Person or Persons described in clause (i) or (ii) (collectively with (i) and (ii), a “Restricted Person”), or (iv) has or will provide the Services to any Persons described in clauses (i)-(iii).
• Third Party will promptly notify Euphoric.ai if Third Party or any personnel employed by or affiliated with Third Party (i) commits any actual or potential breach of Trade Controls relation to the Services, or (ii) becomes a Restricted Person.
• Euphoric.ai shall have the right to immediately terminate the access to, or use of the Services without notice or liability to Third Party, if Third Party, or any person employed by or affiliated with Third Party takes any action in violation of the provisions described herein or if Euphoric.ai determines, in its sole discretion, that the Third Party’s continued use of the Services could violate Trade Controls.

Euphoric.ai takes the privacy of its Clients and Users very seriously. Euphoric.ai’s Privacy and Cookies Policy is hereby incorporated into these Terms by reference. Please read the Privacy and Cookies Policy carefully as it governs Euphoric.ai’s collection, use, and disclosure of Client’s or User’s personal information.

11.1. Euphoric.ai’s Intellectual Property Rights in the Services
The Services, Euphoric.ai Materials, Euphoric.ai trade names and trademarks, and any parts or elements thereof are solely and exclusively owned and operated by Euphoric.ai and its third party vendors and hosting partners. Euphoric.ai Materials are protected by copyright, trade dress, patent, trade secrets, and trademark laws, international conventions and treaties, and all other relevant intellectual property and proprietary rights laws. Euphoric.ai, its affiliates and licensors retains all right, title and interest in such Services, Euphoric.ai Materials, Euphoric.ai trade names and trademarks, and any parts or elements. Client use of the Services and Euphoric.ai Materials, and any parts or elements does not grant to Client any ownership right or intellectual property rights therein. Any commercial or promotional distribution, publishing or exploitation of the Euphoric.ai Materials is strictly prohibited unless Client has received the express prior written permission from Euphoric.ai or the otherwise applicable rights holder. Euphoric.ai reserves all rights to the Services, Euphoric.ai Materials and Euphoric.ai trade names and trademarks not expressly granted in the Terms.

11.2. Content Owned by Euphoric.ai
Subject to these Terms and the payment of the applicable service Fee, Euphoric.ai grants Client and its authorized users a non-exclusive, non-transferable, non-sub-licensable license to download a single copy of any part of the Content solely for Client personal, non-commercial use if Client retain all copyright and proprietary notices that are contained in such part of the Content. Client expressly acknowledges that Client does not acquire any ownership rights by downloading any copyrighted material from or through the Platform or the Services. Client shall not copy, distribute or publish any Content or any information obtained or derived therefrom except as permitted on or through the Services or as otherwise permitted by applicable law.

11.3. Client Data

• Euphoric.ai may use Client Data in an aggregated or anonymized format for research, educational and other similar purposes. Euphoric.ai may not otherwise use or display Client Data without Client’s written consent except as provided in these Terms. Euphoric.ai respects Client right to exclusive ownership of Client Data. Unless specifically permitted by you, Client use of the Services does not grant Euphoric.ai the license to use, reproduce, adapt, modify, publish or distribute the Client Data created by Client or stored in Client Account for Euphoric.ai’s commercial, marketing or any similar purpose. Client expressly grants Euphoric.ai the right to use and analyze aggregate system activity data associated with use of the Services by Client and its Users for the purposes of optimizing, improving or enhancing the way the Services operate, and to create new Features and functionality in connection with the Services in the sole discretion of Euphoric.ai.
• Client is solely responsible for its own Client Data and the consequences of posting or publishing them on or through the Euphoric.ai Service. In connection with Client Data, Client affirms, represents, and warrants that: (i) Client either owns its Client Data or has the necessary licenses, rights, consents, and permissions to use and authorize the Euphoric.ai’s to display or otherwise use the Client Data under all patent, trademark, copyright, trade secrets, or other proprietary rights in and to Client Data in a manner consistent with the intended features and functionality of the Services and these Terms, and to grant the rights and license set forth in Section 11.3(a), and (ii) Client Data, Euphoric.ai’s or any Euphoric.ai Licensee’s use of such Client Data pursuant to these Terms, and Euphoric.ai’s or any Euphoric.ai Licensee’s exercise of the license rights set forth in Section 11.3(a), do not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) violate any applicable law or regulation anywhere in the world; or (c) require obtaining a license from or paying any fees and/or royalties by Euphoric.ai to any third party for the performance of any Services Client has chosen to be performed by Euphoric.ai or for the exercise of any rights granted in these Terms, unless Client and Euphoric.ai otherwise agree.

11.4. Feedback
If Client or a User provides Euphoric.ai’s with any comments, bug reports, feedback, or modifications for the Services (“Feedback”), Euphoric.ai shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the Services. Client or User (as applicable) hereby grants Euphoric.ai a perpetual, irrevocable, nonexclusive, royalty free license under all rights necessary to incorporate, publish, reproduce, distribute, modify, adapt, prepare derivative works of, publicly display, publicly perform, exploit and use Client Feedback for any purpose. Euphoric.ai shall have the right to modify or remove any Feedback provided in the public areas of the Website if the Euphoric.ai deems, at its discretion, harmful, offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another’s privacy, hateful or otherwise unlawful.

The Services may include links to other websites or services (“Linked Sites”) solely as a convenience to Clients. Unless otherwise specifically and explicitly indicated, Euphoric.ai does not endorse any such Linked Sites or the information, material, products, or services contained on or accessible through Linked Sites. Furthermore, Euphoric.ai makes no express or implied warranties with regard to the information, material, products, or services that are contained on or accessible through Linked Sites. ACCESS AND USE OF LINKED SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON LINKED SITES OR AVAILABLE THROUGH LINKED SITES, IS SOLELY AT CLIENT OWN RISK.

Any content referred to as community provided is provided by third parties and not developed or maintained by Euphoric.ai. By using any community marked code or libraries in Client software development, Client acknowledges and agrees that Euphoric.ai is not in any way responsible for the performance or damages caused by such community provided code or library.

UNLESS OTHERWISE EXPRESSLY STATED BY EUPHORIC.AI, THE SERVICES, EUPHORIC.AI MATERIAL, AND ANY CONTENT, SERVICES, THIRD PARTY SERVICES OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, EUPHORIC.AI, AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, CORRECTNESS, ACCURACY, AND RELIABILITY.

UNLESS OTHERWISE EXPRESSLY STATED BY EUPHORIC.AI, EUPHORIC.AI AND ITS AFFILIATES DO NOT WARRANT THAT THE SERVICES AND ANY CONTENT, CLIENT DATA SERVICES, THIRD PARTY SERVICES OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES AND ANY CONTENT, CLIENT DATA, SERVICES, THIRD PARTY SYSTEMS OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SERVICES OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

UNLESS OTHERWISE EXPRESSLY STATED BY EUPHORIC.AI, EUPHORIC.AI AND ITS AFFILIATES DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PLATFORM, THE SERVICES, EUPHORIC.AI MATERIAL, THIRD PARTY SERVICES OR ANY LINKED SITES, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

THE LAWS OF CERTAIN COUNTRIES AND STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND CLIENT MIGHT HAVE ADDITIONAL RIGHTS.

Client agree to defend, indemnify and hold harmless Euphoric.ai and its affiliates, and their respective directors, officers, employees and agents, from any claims, losses, damages, liabilities, including attorney’s fees, arising out of Client use or misuse of the Services, Euphoric.ai Materials, representations made to the Euphoric.ai, its affiliates and/or third parties, violation of these Terms, violation of the rights of any other person or entity, or any breach of the foregoing representations, warranties, and covenants. Euphoric.ai reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which Client is required to indemnify Euphoric.ai, and Client agrees to cooperate with such defense of these claims.

15.1. No Liability
Euphoric.ai shall not be liable to the Client or User for any consequences resulting from:

• any modifications in these Terms, calculation and rates of Fees, the Services, Euphoric.ai Material, or any part or element thereof (including but not limited to Account), including any error, permanent or temporary interruption, discontinuance, suspension or other type of unavailability of the Services or Euphoric.ai Material;
• use of Third Party Services by the Client;
• upgrading or downgrading the current Plan;
• deletion of, corruption of, or failure to store any Client Data;
• use of Client Data by the Client or any of the Users associated with the Account;
• any disclosure, loss or unauthorized use of the login credentials of Client or any authorized User due to Client’s failure to keep them confidential;
• the Client’s use of the Account or the Services by means of browsers other than those accepted or supported by the Euphoric.ai;
• the application of any remedies against the Client or authorized Users by the Euphoric.ai, for example if the Client or User has committed a crime or conducted a breach of applicable law by using the Services or any part or element thereof;
• the differences between technologies and platforms used for access, for example if certain features, functions, parts or elements of the Services are designed for use on a personal computer or laptop and do not function on a mobile platform or a tablet;
• the Euphoric.ai’s application of the remedies described in these Terms, even if the reasonable grounds or legal basis for the application of these remedies turned out to be unfounded or invalid afterwards.

In addition, Euphoric.ai and its affiliates shall not be liable to the Client for any claim by any User, person, organization or third persons against the Client arising out of the Client’s failure to:

• provide Euphoric.ai with accurate information about the Client, Users or Account;
• notify Euphoric.ai of any reasons due to which a User does not have the right to use the Account on behalf of the Client;
• provide any Products which it has agreed to provide to such a person or organization (whether such failure arises as a result of Euphoric.ai’s negligence, breach of these Terms or otherwise);
• ensure the lawfulness of the Client Data;
• obtain the necessary rights to use the Client Data; or
• abide by any of the restrictions described in these Terms.

15.2. Limitation of Liability
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EUPHORIC.AI AND ITS AFFILIATES ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE TOTAL AMOUNT PAID BY CLIENT HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE SIX MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE.

THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT CLIENT’S PAYMENT OBLIGATIONS UNDER THE “PAYMENT” SECTION ABOVE.

15.3 Exclusion of Consequential and Related Damages
IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

16.1. For Convenience
These Terms may be terminated for convenience in the following situations;

• by the Client any time by clicking the cancellation link on the Website, which will guide them through the cancellation process when logged in to the Account;
• by Euphoric.ai upon decision to end provision of the Services and close the Platform; or
• immediately by either party, if proceedings are initiated for the other party’s liquidation or insolvency or a negotiated settlement with the other party’s creditors is concluded or an assignment is made on behalf of the other party for the benefit of creditors.

16.2. For Default
These Terms may be terminated for default upon written notice to the other party as indicated in the “Notice” Section below:

• by either party in case of breach of these Terms by the other party, if the breach has not been cured within 30 days of receipt of a notice from the non-breaching party; or
• immediately by either party if the other party breaches its obligations, as applicable under Sections 9 [Restrictions], 11 [Intellectual Property Rights], 14 [Indemnification] of these Terms.

16.3. Effect of Termination
Upon termination of these Terms,

• Euphoric.ai shall deactivate and permanently delete the Account, within six months of the effective date of termination of these Terms. If the Client has specifically requested for an earlier deletion of the Account, Euphoric.ai shall fulfill such request within 1 month of its receipt of such request.
• Client must:
• stop using and prevent the further usage of the Services, including, without limitation, the Platform;
• pay any amounts owed to Euphoric.ai under these Terms; and
• discharge any liability incurred by the Client before under these Terms prior to their termination; and
• The following provisions shall survive the termination of these Terms: Sections 1, 7.3, 9, 10, 11, 13, 14, 15, 17 and 18.

16.4. Remedies
If Euphoric.ai terminates these Terms as a result of an uncured breach by a Client or User, Euphoric.ai is entitled to use the same or similar remedies against any other persons who use the Services in conflict with these Terms. Notwithstanding the foregoing, Euphoric.ai may also apply any other remedies available to it under the applicable law. Upon application of any remedies, the Client or User may lose access or suffer a loss of certain features, functions, parts or elements of the Services.

If Euphoric.ai has reasonable grounds to believe that the Client’s or User’s use of the Services, including the Account may harm any third persons, Euphoric.ai has the right to take adequate measures under its control to prevent, stop and eliminate the harm, where possible, in order to protect those third persons.

The Euphoric.ai has the right to suspend access to all or any part of the Service, including removing Content, at any time for violation of this Agreement or to protect the integrity, operability, and security of the Service, effective immediately, with or without notice. Unless prohibited by law or legal process or to prevent imminent harm to the Service or any third party, Euphoric.ai typically provides notice in the form of a banner or email on or before such suspension. Euphoric.ai will, in its discretion and using good faith, tailor any suspension as needed to preserve the integrity, operability, and security of the Service.

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 England and Wales, courts of London has exclusive jurisdiction.

18.1. Relationship of the Parties
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.

18.2. Severability
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.

18.3. Entire Agreement
These Terms are the entire agreement between Client and Euphoric.ai regarding Client’s use of the Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of these Terms will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted.

18.4. Assignment
Client may not, directly or indirectly, in whole or in part, by operation of law or otherwise, assign or transfer these Terms or delegate any of its rights and/or obligations under these Terms without Euphoric.ai’s prior written consent. Any attempted assignment, transfer or delegation without such prior written consent will be void and unenforceable. Notwithstanding the foregoing, the Client, or its permitted successive assignees or transferees, may assign or transfer these Terms or delegate any rights or obligations hereunder without consent: (1) to any entity controlled by, or under common control with the Client, or its permitted successive assignees or transferees; or (2) in connection with a merger, reorganization, transfer, sale of assets or product lines, or change of control or ownership of the Client, or its permitted successive assignees or transferees.

18.5. No Waiver
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.

18.6. Notices
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 Client will be addressed to the relevant billing contact designated by you. All other notices to Client will be addressed to the relevant Services system administrator designated by you.

These Supplemental Terms (“Supplemental Terms”) apply to Services as described herein and supplement the Euphoric.ai Terms Use found at https://app.euphoric.ai/v1/terms unless the Client has a written agreement executed between the Client and Euphoric.ai, in which case these Supplemental Terms will supplement such written agreement (in either case, the “Agreement”).

Despite any provisions to the contrary in the Agreement, Euphoric.ai reserves the right, at its sole discretion, to update the Supplemental Terms regarding the development of new features or updates to existing features and functionality, or in accordance with applicable law. The Client's continued use of the Services shall be deemed as acceptance of the then-current version of these Supplemental Terms by Euphoric.ai.

Telephony Services
In case the Client use the telephony services provided as a part of Services, the Client understand and agree with the following:

• the Client acknowledges and agrees that telephony services are delivered through interfaces with services offered by Twilio Inc. and AVOXI Inc. or any of its affiliated entities ("Communication Providers"). Furthermore, the Client acknowledges and agrees that their utilization of telephony services is governed not only by the terms of these Terms and Supplemental Terms but also by specific terms and conditions established by Communication Providers located on their websites ( and https://www.avoxi.com/) and concerning the provision of telephony services and associated features.
• Telephony services shall not be used for supporting or transmitting calls to suicide prevention hotlines or emergency services (referred to as "Emergency Calls" collectively).
• Client shall attain any necessary prior consent from any individuals or businesses with whom the Client communicates using the telephony services;
• Euphoric.ai and Communication Providers will not be held liable for any claims, damages, or losses (and the Client hereby waive any and all such claims or causes of action) arising from or related to (i) the inability of the Client (or Users) to use or the difficulties encountered when using telephony services to make Emergency Calls or (ii) any test Emergency Calls made by the Client (or Users).
• The Client is solely responsible for the operation of telephony services in compliance with all applicable laws 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, Do Not Call Implementation Act, the Telemarketing Sales Rule, CAN-SPAM Act, and associated regulations.
• 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.
• The Client will implement and maintain all policies and procedures necessary for compliance with any applicable laws or regulations.
• The Client will defend, hold harmless, and indemnify Euphoric.ai from any third-party claims arising from any of the aforementioned.
• THE CLIENT ACKNOWLEDGES AND AGREES THAT EUPHORIC.AI DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, EITHER EXPRESSED 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, INCLUDING, BUT 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 THE DATA OR THE CONTENT.

If the Client breaches any of the aforementioned provisions, Euphoric.ai reserves the right to partially or fully suspend the Services until the breach is rectified. In the event of a repeated breach, Euphoric.ai may terminate the Services for the Client.

This Appendix B (the “Appendix”) regulates the usage of artificial intelligenceI powered features (the “AI Features”) that Euphoric.ai may make available as a part of the Services through the Platform and that are offered by third parties (the “Third Party Provider”).

• By accessing AI Features, the Client understands and agrees that utilization of AI Features is optional and solely at the discretion of the Сlient. The Client has the right to opt-in or opt-out of AI Features at any time through the Account settings on the Platform. By accessing the AI Features, the Client grants Euphoric.ai permission to share the Client Data, and customer information with the Third Party Provider as necessary action to provide the AI Features. The Client understands its responsibility to its customers for the use of these AI features.
• The Client acknowledges that use of AI Features may be subject to additional fees and Euphoric.ai does not determine or control these fees. Any fees associated with the utilization of these AI Features are directed towards the Third Party Provider. The Client understands that Euphoric.ai acts solely as a facilitator by offering access to AI Features within the Platform and any payments made to access or use AI Features are directed to the respective Third Party Provider, and Euphoric.ai solely facilitates the transfer of such payments to the Third Party Provider.
• Use of any AI Features may be subject to a separate agreement between the Client and the Third Party Provider, and Euphoric.ai will not be a party to such separate agreement between the Client and the Third Party Provider.
• The Third Party Provider, and not Euphoric.ai, is solely responsible for the applicable Third Party Provider Content, and any claims that the Client or any other party may have relating to that Third Party Provider Content or its use. Euphoric.ai does not endorse and is not responsible for the accuracy, functionality, usefulness, or intellectual property rights of or relating to such Third Party Provider Content.
• The Client retains full ownership of the Client Data submitted to the AI Features and the results of using the AI Features in the form of the trained artificial intelligence model on the Client Data. Meanwhile, Euphoric.ai maintains exclusive ownership of all system performance data and machine learning algorithms.
• The Client acknowledges and grants consent to Euphoric.ai for the utilization of the Client Data provided to the Services. This usage is primarily for the purpose of delivering, maintaining, and enhancing Euphoric.ai's technology, that may include the training of artificial intelligence models, as well as similar or related Services and features. Furthermore, the Client explicitly instructs Euphoric.ai to process its Client Data for these aforementioned purposes, with the condition that Euphoric.ai will not share the Client Data with any other Clients in connection with these activities without the Client written consent.
• THE CLIENT ACKNOWLEDGES AND AGREES THAT EUPHORIC.AI DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, EITHER EXPRESSED OR IMPLIED, REGARDING THE CLIENT'S USE OF AI FEATURES. 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 FEATURES, 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 FEATURES, OR ANY ERRORS OR INACCURACIES IN THE TRANSMISSION OF THE DATA OR THE CONTENT.
• If the Client does not agree to aforementioned terms, the Client shall immediately discontinue the use of the AI Features.