Terms of Service

2. Eligibility and account registration

2.1 Age Requirement

You must be at least eighteen (18) years old to use our Services. By using the Services, you represent and warrant that you meet this age requirement.

2.2 Business Use Only

Our Services are intended for business-to-business (B2B) use only. You represent that you are accessing the Services for business purposes on behalf of a legitimate business entity.

2.3 Account Creation

To access certain features of our Services, you must create an account. You agree to:

• Provide accurate, current, and complete information during registration;
• Maintain and promptly update your account information;
• Maintain the security and confidentiality of your account credentials;
• Accept responsibility for all activities that occur under your account; and
• Immediately notify us of any unauthorized use of your account.

2.4 Account Termination

We reserve the right to suspend or terminate your account at any time for violation of these Terms or for any other reason at our sole discretion.

3. SERVICES AND SUBSCRIPTION PLANS

3.1 Service Description

Ciphero is an AI Verification Layer that secures and verifies all AI interactions.

3.2 Subscription Tiers

We have different paid subscription tiers for our Services. Features, capabilities, and limitations vary by tier and are detailed on our pricing page. We reserve the right to modify features and pricing with reasonable notice.

3.3 Free Trial and Demonstrations

We may offer free trials or demonstrations of our paid Services. Unless you purchase a subscription before the end of the trial period, your access to paid features will terminate at the end of the trial.

3.4 Service Modifications

We reserve the right to modify, suspend, or discontinue any aspect of the Services at any time, with or without notice. We will not be liable to you or any third party for any modification, suspension, or discontinuation of the Services.

4. PAYMENT TERMS

4.1 Custom Pricing

Pricing for our Services is determined on a custom basis depending on your organization's specific needs and requirements. Payment terms will be specified in your subscription agreement or contract.

4.2 Payment Authorization

By providing payment information, you authorize us to charge the applicable fees according to your subscription plan. You are responsible for all applicable taxes.

4.3 Auto-Renewal

Subscriptions automatically renew for successive periods unless you cancel before the renewal date. We will provide notice of renewal and any pricing changes in accordance with applicable law.

4.4 No Refunds

All fees paid are non-refundable. No refunds will be provided for partial use of a subscription period, downgrades, or cancellations.

4.5 Late Payments

If any fees remain unpaid past the due date, we may suspend or terminate your access to the Services. We reserve the right to charge interest on overdue amounts at the rate of 1.5% per month or the maximum permitted by law, whichever is lower.

5. USE OF SERVICES

5.1 Permitted Use

You may use the Services solely for lawful business purposes in accordance with these Terms and all applicable laws and regulations.

5.2 Prohibited Uses

You agree not to:

• Use the Services for any illegal or unauthorized purpose;
• Attempt to breach or circumvent any security measures;
• Access or attempt to access any portion of the Services not intended for you;
• Interfere with or disrupt the Services or servers/networks connected to the Services;
• Transmit any viruses, malware, or other harmful code;
• Reverse engineer, decompile, or disassemble any aspect of the Services;
• Use the Services to benchmark or compete with Ciphero;
• Resell, redistribute, or sublicense the Services without our express written consent;
• Use automated systems or software to extract data from the Services; and
• Violate any applicable laws or regulations;

6. INTELLECTUAL PROPERTY RIGHTS

6.1 Ciphero's Intellectual Property

The Services, including all software, algorithms, interfaces, content, and documentation, are owned by Ciphero and protected by intellectual property laws. Nothing in these Terms grants you any right to use our trademarks, trade names, logos, or other brand features.

6.2 Customer Data

You retain all rights to the data, content, and information you upload or submit to the Services ("Customer Data"). By using the Services, you grant us a limited, non-exclusive license to process, analyze, and use Customer Data solely to provide and improve the Services.

6.3 Generated Reports and Deliverables

Reports and deliverables generated by the Services based on your Customer Data are provided for your use. While you may use these outputs for your business purposes, the underlying methodologies, algorithms, and formats remain as Ciphero's intellectual property.

6.4 Feedback

Any feedback, suggestions, or recommendations you provide regarding the Services may be used by us without obligation or compensation to you.

7. DATA PRIVACY AND SECURITY

7.1 Privacy Policy

Our collection, use, and protection of your information is governed by our Privacy Policy. By using the Services, you consent to our data practices as described in the Privacy Policy.

7.2 Data Processing

You acknowledge that we will process, store, and analyze Customer Data as necessary to provide the Services. You represent that you have all necessary rights and consents to provide Customer Data to us.

7.3 Compliance

We maintain compliance with SOC 2 and ISO 27001 standards as applicable. You are responsible for ensuring your use of the Services complies with all applicable laws and regulations governing your industry and data.

7.4 Security Incidents

We will notify you of any security breach affecting your Customer Data in accordance with applicable law and our incident response procedures.

8. CONFIDENTIALITY

8.1 Confidential Information

Each party may have access to confidential information of the other party. Each party agrees to maintain the confidentiality of such information and not disclose it to third parties, except as required by law or as necessary to provide the Services.

8.2 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no breach of these Terms; (b) was rightfully known prior to disclosure; (c) is independently developed without use of confidential information; or (d) is rightfully obtained from a third party.

9. WARRANTIES AND DISCLAIMERS

9.1 Limited Warranty

We warrant that the Services will perform substantially in accordance with the applicable documentation under normal use.

9.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

9.3 No Guarantee

While our Services are designed to secure and verify AI interactions, we cannot guarantee complete protection against all AI-related threats or prevention of all AI-related security incidents.

10. INDEMNIFICATION

10.1 Customer Indemnification

You agree to indemnify, defend, and hold harmless Ciphero and its officers, directors, employees, and agents from any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from: (a) your use of the Services; (b) your violation of these Terms; (c) your violation of any third-party rights; or (d) your Customer Data.

10.2 Our Indemnification

We will defend, indemnify, and hold you harmless from any third-party claim that the Services infringe any patent, copyright, or trademark, subject to the limitations set forth in these Terms.

11. LIMITATION OF LIABILITY

11.1 Limitation Amount

IN NO EVENT SHALL CIPHERO'S TOTAL LIABILITY TO YOU EXCEED THE TOTAL FEES PAID BY YOU TO CIPHERO IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

11.2 Exclusion of Damages

IN NO EVENT SHALL CIPHERO BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR USE, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY.

11.3 Enterprise Agreements

Enterprise customers may negotiate different terms through separate written agreements, which shall supersede these standard Terms with respect to liability provisions.

12. DISPUTE RESOLUTION

12.1 Arbitration Agreement

Any dispute arising out of or relating to these Terms or the Services shall be resolved through binding arbitration conducted by the American Arbitration Association under its Commercial Arbitration Rules, except as otherwise provided herein.

12.2 Arbitration Procedures

Arbitration shall be conducted in Delaware, before a single arbitrator. The arbitrator's decision shall be final and binding, and judgment may be entered in any court of competent jurisdiction.

12.3 Class Action Waiver

YOU AGREE THAT ANY DISPUTES SHALL BE BROUGHT IN YOUR INDIVIDUAL CAPACITY ONLY. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE PROCEEDING.

12.4 Exceptions

Notwithstanding the above, either party may seek injunctive relief in court to prevent irreparable harm pending arbitration.

13. TERM AND TERMINATION

13.1 Term

These Terms commence when you first access the Services and continue until terminated.

13.2 Termination

Either party may terminate these Terms at any time. You may terminate by canceling your account. We may terminate immediately for cause, including breach of these Terms.

13.3 Effect of Termination

Upon termination: (a) your right to use the Services immediately ceases; (b) you must pay all outstanding fees; (c) you must cease using and return or destroy all confidential information; and (d) we may delete your Customer Data after a reasonable retention period.

13.4 Survival

Sections relating to payment, intellectual property, confidentiality, disclaimers, indemnification, limitation of liability, and dispute resolution shall survive termination.

14. GENERAL PROVISIONS

14.1 Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws principles.

14.2 Entire Agreement

These Terms, together with our Privacy Policy and any order forms or subscription agreements, constitute the entire agreement between you and Ciphero regarding the Services.

14.3 Amendments

We may modify these Terms at any time by posting updated Terms on our website. Continued use of the Services after such modifications constitutes acceptance of the updated Terms.

14.4 Severability

If any provision of these Terms is found unenforceable, the remaining provisions shall continue in full force and effect.

14.5 Assignment

You may not assign these Terms without our prior written consent. We may assign these Terms without restriction.

14.6 Notices

All notices must be in writing. Notices to us should be sent to:

14.7 Force Majeure

Neither party shall be liable for delays or failures in performance due to circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, labor disputes, or government actions.

14.8 Relationship of Parties

These Terms do not create any agency, partnership, joint venture, or employment relationship between the parties.

14.9 Waiver

No waiver of any provision of these Terms shall be effective unless in writing and signed by the party against whom such waiver is sought.

14.10 Export Compliance

You agree to comply with all applicable export and re-export control laws and regulations in your use of the Services.

15. CONTACT INFORMATION

If you have any questions about these Terms, please contact us at:

By using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.