Terms of Service for Zephior Sàrl

Effective Date: June 18, 2025

Preamble

This Terms of Service agreement (the "Agreement") is entered into by and between Zephior Sàrl, a Swiss corporation with its principal place of business at Avenue d'Ouchy 4, 1006 Lausanne, Switzerland ("Zephior," "we," "us," or "our"), and the individual or entity accessing or using our services ("Client," "you," or "your").

Zephior provides the "Agent Command Center," a software platform (the "Platform"), which allows Clients to deploy, manage, and collaborate with our specialized, AI-powered proposal agents (the "Agents"). Zephior's purpose is to deliver complete, submission-ready proposals and other response documents from start to finish.

This Agreement governs your access to the Platform and your use of the Service. By accessing or using any part of the Service, you agree to be bound by all terms and conditions of this Agreement.

1. Definitions

• "Agent" means Zephior's specialized, AI-powered software programs deployed to perform work on a Project.
• "Agent Command Center" or "Platform" means Zephior's software platform, available at agent.zephior.ai, which Clients use to initiate and manage Projects.
• "Client Content" means all data, documents, files, and information uploaded to the Platform or otherwise provided by the Client to Zephior in connection with a Project.
• "Confidential Information" has the meaning ascribed to it in Section 6.
• "Credit" means the unit of value included in a Subscription and consumed by Agents to perform work on Projects.
• "Subscription" means the recurring payment plan selected by the Client that provides access to the Service and a monthly allocation of Credits.
• "Subscription Period" means the billing cycle of the Subscription, either monthly or annually.
• "Intellectual Property Rights" means all copyrights, patents, trademarks, trade secrets, and any other proprietary rights.
• "Project" means a specific engagement initiated by the Client to generate a proposal or other response document, typically by uploading a request document (e.g., an RFP, RFI, tender, or security questionnaire), for an Agent to analyze and complete.
• "Output" means the final, completed proposal or other response document delivered by the Agent to the Client for a specific Project.
• "Service" means the collective offering provided by Zephior, encompassing access to the Platform and the deployment of Agents to complete Projects.
• "Overage" means Credits consumed beyond the monthly allocation included in a Subscription.

2. The Service and Obligations of the Parties

2.1. Obligations of Zephior

• Zephior shall make the Platform available to the Client for the purpose of managing Projects.
• Zephior shall deploy Agents to perform Projects as initiated by the Client.
• Zephior shall provide the Service in a professional and workmanlike manner consistent with high-level consultancy and software industry standards.
• Zephior shall provide technical support for the Platform as specified by the Client's Subscription tier.

2.2. Obligations of the Client

• The Client shall provide accurate and complete information when registering for an account and initiating Projects.
• The Client shall provide and maintain a valid, authorized payment method for Subscription fees and any applicable Overage charges.
• The Client shall cooperate as reasonably necessary for the successful performance of a Project, which may include providing timely clarifications to an Agent.
• The Client shall be responsible for all activity that occurs under their account credentials.

3. License to Use the Platform

Subject to the Client's compliance with this Agreement, Zephior hereby grants the Client a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Agent Command Center. This license is granted solely for the Client's internal business purpose of initiating, managing, and collaborating on Projects with Zephior's Agents. This license does not grant the Client any right to reproduce, modify, distribute, or create derivative works of the Platform.

4. Subscriptions, Credits, and Payment

4.1. Subscription Model

(a) The Service operates on a subscription-based model. To use the Service, the Client must subscribe to one of the available Subscription tiers. Each Subscription provides a monthly allocation of Credits and access to features specified for that tier.

(b) Subscriptions are available on a monthly or annual billing basis. Annual Subscriptions receive bonus Credits equivalent to one additional month and extended Credit validity.

(c) The Client authorizes Zephior to charge the payment method on file for all Subscription fees and applicable Overage charges.

4.2. Credits

(a) Credits are issued at the beginning of each Subscription Period and are consumed by AI operations on the Platform, including response generation, QA pair extraction, and chat interactions.

(b) Credit Validity: Monthly Subscription Credits are valid for sixty (60) days from the date of issuance. Annual Subscription Credits are valid for three hundred sixty-five (365) days from the date of issuance. Unused Credits expire automatically at the end of their validity period and are non-refundable.

(c) Credit Consumption: The Platform provides estimates of Credit consumption before operations begin. The Client acknowledges that actual consumption may vary based on the complexity of the request.

4.3. Overage

(a) When the monthly Credit allocation is exhausted, the Platform continues to operate without interruption. Additional Credits consumed beyond the monthly allocation ("Overage") are charged at one hundred twenty percent (120%) of the effective per-Credit rate of the Client's Subscription tier.

(b) Overage charges are billed at the end of each billing period along with the next Subscription fee.

(c) The Client may monitor Credit usage in real-time through the Platform and configure usage alerts.

4.4. Subscription Changes

(a) Upgrades and Downgrades: Plan changes within the same billing period (monthly or annual) take effect at the next billing cycle. Existing Credits remain valid with their original expiration dates.

(b) Monthly to Annual Conversion: Conversion from monthly to annual billing takes effect immediately. The full annual fee is charged, and existing monthly Credits have their validity extended to three hundred sixty-five (365) days.

(c) Annual to Monthly Conversion: Conversion from annual to monthly billing takes effect at the end of the current annual Subscription Period.

4.5. Cancellation

(a) The Client may cancel their Subscription at any time through the Platform. Cancellation takes effect at the end of the current Subscription Period.

(b) Upon cancellation, the Client retains access to the Service until the end of the current Subscription Period. Existing Credits remain valid until their individual expiration dates.

(c) Client Content is retained for ninety (90) days after cancellation to allow for data export. After this retention period, Client Content is permanently deleted.

(d) Annual Subscriptions are non-refundable after the first thirty (30) days.

4.6. Taxes

All fees are exclusive of any applicable taxes, such as Value Added Tax (VAT), which will be added to the invoice where required by law.

5. Intellectual Property Rights

5.1. Zephior Intellectual Property

Zephior retains all right, title, and interest, including all Intellectual Property Rights, in and to the Platform, the Agents, and all software, algorithms, methodologies, and know-how used to provide the Service ("Zephior IP").

5.2. Client Content

The Client retains all right, title, and interest in and to the Client Content.

5.3. Foreground IP and Output Ownership

Any new inventions, designs, or improvements to Zephior's methods or technology created during a Project ("Foreground IP") shall be the sole and exclusive property of Zephior. However, upon the Client's full payment of all applicable fees, the Client shall be the sole and exclusive owner of the copyright to the final, completed Output document. Zephior retains no rights to the specific Output delivered to the Client.

6. Confidentiality

6.1. Definition of Confidential Information

"Confidential Information" means any non-public information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. All Client Content shall be deemed the Confidential Information of the Client.

6.2. Obligations

The Receiving Party shall:

(a) Use the Confidential Information of the Disclosing Party only for purposes of performing its obligations under this Agreement;

(b) Not disclose such Confidential Information to any third party without the prior written consent of the Disclosing Party;

(c) Take all reasonable measures to protect the confidentiality of the Disclosing Party's information, applying at least the same degree of care that it uses to protect its own confidential information of a similar nature.

6.3. Limitations

These obligations shall not apply to any information that: (i) was legitimately known to the Receiving Party prior to its disclosure; (ii) becomes public knowledge without fault of the Receiving Party; or (iii) is required to be disclosed by law or a court order, provided the Receiving Party gives the Disclosing Party prompt notice to allow for a reasonable effort to obtain a protective order.

7. Data Protection & Personnel Access

7.1. Data Protection

Zephior shall process any Personal Data contained in Client Content in accordance with applicable data protection laws, including the Swiss Federal Data Protection Act (FADP) and the General Data Protection Regulation (GDPR). The terms of the Data Processing Agreement in Appendix A are incorporated herein. We will never use Client Content to train our own or third-party AI models.

7.2. Zephior Personnel Access

(a) Fleet Management View (Default): Zephior personnel primarily supervise Projects through an internal dashboard that provides necessary operational data without granting access to the Client's view of the Platform or Client Content.

(b) Client-Granted Secure Access (Exception): The Client may, at their sole discretion, grant temporary, auditable, and revocable access to their Command Center to designated Zephior personnel for support or collaboration purposes. Zephior will never access the Client's direct view of the Platform without such explicit, logged permission.

8. Representations and Warranties

8.1. Mutual Representations

Each party represents and warrants that it has the legal power and authority to enter into this Agreement.

8.2. Zephior's Warranties and Disclaimers

Zephior warrants that the Service will be provided in a professional manner. However, the Client acknowledges that the Service is complex and may have inherent defects. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." ZEPHIOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ZEPHIOR DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE OUTPUT WILL GUARANTEE A PROPOSAL VICTORY.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY THE CLIENT IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR REVENUES, HOWEVER CAUSED. THESE LIMITATIONS SHALL NOT APPLY TO A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS OR VIOLATION OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS.

10. Term and Termination

This Agreement commences on the date the Client first accepts it and continues until terminated. The Client may terminate this Agreement at any time by cancelling their Subscription as described in Section 4.5. Zephior may terminate this Agreement for any material breach, including failure to pay fees, if such breach is not cured within thirty (30) days of written notice. Upon termination, the Client shall pay any outstanding fees. Sections 4.5(c), 5, 6, 8, 9, and 12 shall survive termination.

11. Beta Features

11.1. Beta Services

Zephior may offer certain features, integrations, or functionalities designated as "Beta," "Preview," "Early Access," or similar terms (collectively, "Beta Features"). Beta Features are provided for testing and evaluation purposes and may not be as reliable as other aspects of the Service.

11.2. Beta Terms

By using Beta Features, you acknowledge and agree that:

(a) Beta Features are provided "AS IS" without warranties of any kind, express or implied;

(b) Beta Features may contain bugs, errors, or other defects;

(c) Beta Features may be discontinued or substantially modified at any time without notice;

(d) Data processed through Beta Features may be lost, corrupted, or incompatible with future versions;

(e) Support for Beta Features may be limited or unavailable;

(f) Zephior assumes no liability for any damages arising from the use of Beta Features;

(g) You use Beta Features at your own risk and should not rely on them for critical operations.

11.3. Beta Consent

Access to Beta Features may require explicit opt-in consent. Your use of any Beta Feature constitutes acceptance of these additional terms and the associated risks.

12. Miscellaneous

12.1. Entire Agreement

This Agreement, together with the Data Processing Agreement in Appendix A and the Privacy Policy, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings or agreements, whether written or oral.

12.2. Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.

12.3. Assignment

Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party.

12.4. Governing Law and Jurisdiction

This Agreement shall be governed by the substantive laws of Switzerland, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). Any dispute arising out of or in connection with this Agreement shall be referred to the exclusive jurisdiction of the courts of the city of Lausanne, Switzerland.

12.5. Amendments

Zephior may update these Terms from time to time. Material changes will be communicated to the Client via email or through the Platform at least thirty (30) days before they take effect. Continued use of the Service after the effective date constitutes acceptance of the updated Terms.

12.6. Contact Information

For any questions about these Terms, please contact us at [email protected].

Appendix A: Data Processing Agreement

This Data Processing Agreement ("DPA") is incorporated into the Agreement and applies to the processing of Personal Data by Zephior on behalf of the Client.

A.1. Obligations of the Data Processor

Zephior, as the Data Processor, agrees to:

(a) Process Personal Data only on documented instructions from the Client (the Data Controller), including with regard to transfers of Personal Data to a third country or an international organization, unless required to do so by applicable law.

(b) Implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including pseudonymization and encryption of Personal Data, measures to ensure ongoing confidentiality, integrity, availability, and resilience of processing systems, and regular testing of such measures.

(c) Assist the Client in responding to data subject requests, such as requests for access, rectification, erasure, and data portability, in compliance with applicable data protection laws.

(d) Notify the Client without undue delay upon becoming aware of a Personal Data breach.

(e) Ensure that any personnel authorized to process Personal Data are bound by appropriate confidentiality obligations.

A.2. Sub-processors

2.1. Zephior shall notify the Client of any intended changes concerning the addition or replacement of sub-processors, thereby giving the Client the opportunity to object to such changes.

2.2. Zephior shall ensure that all sub-processors are bound by data protection obligations consistent with those imposed on Zephior under this Agreement.

2.3. Zephior utilizes the following sub-processors to assist in the provision of the Service:

• Google Cloud Platform (GCP): Provides cloud hosting, compute, storage, and AI model hosting services (Switzerland/EU).
• MongoDB Atlas: Provides managed NoSQL database services (Europe/EU).
• Auth0 by Okta: Provides identity management and authentication services (Europe/EU).
• Stripe, Inc.: Provides payment processing services (Switzerland).
• GitLab: Provides version control and CI/CD pipeline management services (Europe/EU).
• Resend: Provides transactional email services (Europe/EU).
• Vercel: Provides edge computing and frontend hosting services (Europe/EU).
• Upstash: Provides serverless Redis database services for rate limiting and caching (Europe/EU).
• PostHog: Provides privacy-focused product analytics services (Europe/EU).
• Hetzner Online GmbH: Provides cloud infrastructure and server hosting services (Germany/EU).
• Exoscale: Provides cloud infrastructure and server hosting services (Switzerland).

2.4. Zephior undertakes to ensure that Personal Data is stored by its sub-processors primarily in Europe (EEA).

A.3. International Data Transfers

Any transfer of Personal Data outside of the EEA, UK, or Switzerland will be conducted in accordance with applicable data protection laws, including the use of Standard Contractual Clauses or other appropriate safeguards as necessary to provide the Service.

A.4. Data Retention and Deletion

Zephior will retain Personal Data only for as long as necessary to fulfill its obligations under this Agreement or as required by law. Upon termination or expiration of the Agreement, Zephior will retain Client Content for ninety (90) days to allow for data export, after which it will be permanently deleted unless further storage is required by applicable law.

A.5. Security Measures

Zephior shall implement and maintain appropriate technical and organizational security measures to protect Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access. These measures include, but are not limited to, encryption of data at rest and in transit, access controls, regular backups, and incident response procedures.

A.6. Data Subject Rights

Zephior shall, to the extent legally permitted, promptly notify the Client if it receives a request from a data subject to exercise the data subject's right of access, rectification, erasure, or other rights under applicable data protection laws. Zephior shall provide the Client with commercially reasonable cooperation and assistance in relation to handling of a data subject's request.

A.7. Breach Notification

In the event of a Personal Data Breach, Zephior shall notify the Client without undue delay after becoming aware of the breach. The notification shall include sufficient information to allow the Client to meet any obligations to report or inform Data Subjects of the breach.

A.8. Audit Rights

The Client has the right to audit Zephior's compliance with this DPA. Such audits must be conducted with reasonable notice, during regular business hours, and in a manner that does not unreasonably disrupt Zephior's operations.

A.9. Liability

Zephior's liability for any breaches of this DPA shall be subject to the limitations of liability outlined in Section 9 of the main Agreement.