Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between PhrasIQ Inc. ("PhrasIQ," "we," "us," or "our") and you ("Customer," "User," or "you"). These Terms govern your access to and use of PhrasIQ’s website, the InSightOS platform, the Loktak data engine, APIs, and any related software or services (collectively, the "Services").

By creating an account, accessing, or using the Services, you confirm that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and may not use the Services.

• "Authorized User" means any individual (including your employees, agents, contractors, or third parties) who is authorized by you to use the Services.
• "Customer Data" means any data, file, text, image, software, or other content that is uploaded, submitted, or otherwise transmitted by you or your Authorized Users to the Services.
• "Output" means any data, text, image, prediction, decision logic, or other content generated by the Services in response to Customer Data or User inputs.
• "Documentation" means the user guides, API references, technical specifications, and other materials provided by PhrasIQ regarding the Services.
• "Order Form" means an ordering document or online subscription flow specifying the Services to be provided, that is entered into between you and PhrasIQ.

To access certain features of the Services, you must register for an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.

You are responsible for safeguarding your password and for all activities that occur under your account. You agree to notify PhrasIQ immediately of any unauthorized use of your account. PhrasIQ will not be liable for any loss or damage arising from your failure to comply with these requirements.

Subject to your compliance with these Terms and payment of applicable fees, PhrasIQ grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services solely for your internal business purposes and in accordance with the Documentation.

API Access: Use of our APIs is subject to rate limits and other usage policies defined in the Documentation. We reserve the right to throttle or block API requests that exceed these limits.

You agree not to, and not to permit any third party to:

• Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services.
• Modify, translate, or create derivative works based on the Services.
• Use the Services to build a competitive product or service, or to benchmark the Services against a competing product without our prior written consent.
• Use the Services for any illegal purpose, or in violation of any local, state, national, or international law.
• Use the Services to generate, transmit, or store content that is infringing, obscene, threatening, libelous, or otherwise unlawful or tortious.
• Attempt to gain unauthorized access to the Services or its related systems or networks.
• Use the Services in High Risk Activities (such as operation of nuclear facilities, air traffic control, or life support systems) where the failure of the Services could lead to death, personal injury, or environmental damage, unless explicitly authorized in a separate Enterprise Agreement.

Ownership: You retain all right, title, and interest in and to your Customer Data. PhrasIQ acquires no rights in your Customer Data other than the rights to host, reproduce, display, and use such data solely as necessary to provide and improve the Services for you.

No Training on Customer Data: Consistent with our Privacy Policy, PhrasIQ does not use your proprietary Customer Data to train, fine-tune, or improve our shared foundation models without your explicit written consent. Any fine-tuning performed specifically for your account creates a model that is logically isolated to your organization.

Data Security: PhrasIQ will maintain a security program designed to protect the security, confidentiality, and integrity of Customer Data, including appropriate administrative, technical, and physical safeguards.

PhrasIQ IP: The Services, including the InSightOS and Loktak platforms, all underlying software, algorithms, agent architectures, interfaces, and Documentation, are and will remain the exclusive property of PhrasIQ and its licensors.

Output Ownership: Subject to your compliance with these Terms, PhrasIQ hereby assigns to you all right, title, and interest in and to the Output generated by the Services based on your Customer Data. You are responsible for your use of the Output and for ensuring such use complies with applicable laws.

Feedback: If you provide any suggestions, comments, or feedback regarding the Services ("Feedback"), you grant PhrasIQ a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate such Feedback into our products and services.

Fees: You agree to pay all fees specified in Order Forms or online subscription plans. Except as otherwise specified herein or in an Order Form, payment obligations are non-cancelable and fees paid are non-refundable.

Invoicing: If you pay by invoice, payment is due thirty (30) days from the invoice date. If you pay by credit card, you authorize us to charge your credit card for all fees payable.

Taxes: Fees do not include any taxes, levies, duties, or similar governmental assessments of any nature ("Taxes"). You are responsible for paying all Taxes associated with your purchases hereunder.

"Confidential Information" means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or should reasonably be understood to be confidential. Confidential Information of Customer includes Customer Data; Confidential Information of PhrasIQ includes the Services and pricing terms.

The Receiving Party agrees: (i) to use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care); (ii) not to use any Confidential Information for any purpose outside the scope of these Terms; and (iii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information to those of its employees and contractors who need that access for purposes consistent with these Terms.

Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. PHRASIQ DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

PHRASIQ DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, INCLUDING YOUR CUSTOMER DATA OR AI OUTPUTS, WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED.

AI DISCLAIMER: YOU ACKNOWLEDGE THAT ARTIFICIAL INTELLIGENCE SYSTEMS ARE PROBABILISTIC AND MAY PRODUCE INACCURATE OR OFFENSIVE CONTENT. YOU ASSUME ALL RISK ASSOCIATED WITH YOUR USE OF AND RELIANCE ON THE OUTPUT.

By Customer: You agree to defend, indemnify, and hold harmless PhrasIQ from and against any claims, actions, or demands, including without limitation reasonable legal and accounting fees, arising or resulting from: (i) your breach of these Terms; (ii) your Customer Data; or (iii) your use of the Services in violation of applicable law.

By PhrasIQ: PhrasIQ will defend you against any claim, demand, suit, or proceeding made or brought against you by a third party alleging that your use of the Services in accordance with these Terms infringes or misappropriates such third party’s intellectual property rights, and will indemnify you from any damages, attorney fees, and costs finally awarded against you as a result of, or for amounts paid by you under a settlement approved by PhrasIQ in writing of, a claim against you.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PHRASIQ BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES.

EXCEPT FOR PHRASIQ'S INDEMNIFICATION OBLIGATIONS OR BREACHES OF CONFIDENTIALITY, PHRASIQ'S AGGREGATE LIABILITY FOR ALL CLAIMS RELATED TO THE SERVICES SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO PHRASIQ FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO THE CLAIM.

Term: These Terms commence on the date you first accept them and continue until all subscriptions hereunder have expired or have been terminated.

Termination for Cause: Either party may terminate these Terms for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) 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.

Effect of Termination: Upon termination, your right to use the Services will immediately cease. We will make Customer Data available to you for export for a period of thirty (30) days following termination, after which we may delete it.

The Services may be subject to U.S. export and re-export control laws and regulations or similar laws applicable in other jurisdictions, including the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce. You warrant that you are not (i) located in any country to which the United States has embargoed goods or has otherwise applied any economic sanctions; or (ii) a denied party as specified in any applicable export or re-export laws or regulations.

Arbitration: You and PhrasIQ agree that any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof or the use of the Services (collectively, "Disputes") will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s intellectual property rights.

Class Action Waiver: YOU AND PHRASIQ AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

Governing Law: These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions.

Entire Agreement: These Terms constitute the entire and exclusive understanding and agreement between PhrasIQ and you regarding the Services and Content.

Severability: If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

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