These Terms of Service (“ToS”) govern access to and use of Phoenix Technologies AG’s software-, platform-, and infrastructure-as-a-service offerings, including AI model services, application programming interfaces (“API”), and related websites (collectively, the “Services”). By creating an account, purchasing a subscription or usage plan, clicking to accept, or using any Service, the entity or person accepting these ToS (“Customer”) agrees to be bound by them. These ToS are intended for business and professional users; consumer protections do not apply. Service Level Agreements (“SLA”) and the Data Processing Agreement (“DPA”) are separate documents that govern uptime and data protection respectively. In case of conflict, the order of precedence is: (1) signed order form (“Order Form”)/ statement of work (“SOW”), (2) DPA and SLA (for their subject matter), and (3) these ToS.

Sovereignty & Residency Notice: Services are operated in Switzerland. By default, processing and storage occur in Switzerland. Any processing outside Switzerland requires prior written agreement and will remain subject to contractually equivalent protections.

1. Services

1.1 Company Account. Customer registers a company account in our portal and designates at least one administrator (“Admin”). Admins may create, disable, and manage individual user accounts; assign roles and permissions; and provision or revoke API keys. Customer is responsible for all actions taken under its company and user accounts.

1.2 User Accounts. Each natural person must have a unique user account. Account sharing is prohibited. Customer must promptly update or revoke access when personnel or roles change and maintain accurate contact and billing details.

1.3 Credentials & Security. Customer must keep credentials and API keys confidential, enable multi‑factor authentication where available, and rotate keys periodically. Phoenix may suspend or reset compromised credentials to protect the Services and Customer.

1.4 Ordering. The Services include (i) SaaS (e.g., AI Concierge, Sovereign Orchestrator), (ii) PaaS (e.g., model hosting, fine‑tuning, agents), (iii) IaaS (e.g., compute, storage, networking, GPUs), and (iv) professional services (e.g. AI strategy consulting, infrastructure workload architecture, operations). Customer selects products and capacity tiers in the portal or an Order Form. Usage‑based charges (e.g., tokens, requests, storage, egress, GPU hours) accrue in addition to subscription fees.

1.5 Changes to Services. Phoenix may enhance, modify, or discontinue features. For a material, adverse change to a paid feature that Customer actively uses, Phoenix will provide reasonable advance notice (except for urgent security, compliance, licensing, or legal issues).

1.6 Third‑Party or Open‑Source Models, Plugins, and Integrations. The Services may enable access to third‑party services or open‑source components. Customer’s use of third‑party offerings is governed by their terms, licenses, and acceptable‑use policies. Phoenix is not responsible for third‑party services, their availability, or security. Should a Customer use third-party/open source models, any resulting liability or regulatory breach is the Customer’s responsibility, unless expressly assumed by Phoenix in writing.

1.7 Beta/Preview Features. Preview/alpha/beta features are provided “as is,” may be subject to additional terms, may be rate‑limited, and may be withdrawn at any time.

2. Your Responsibilities

2.1 Required Conduct. Customer will: (a) use the Services only in accordance with these ToS and applicable law; (b) maintain and promptly update registration, billing, and notification information; (c) implement reasonable client‑side security controls appropriate to the sensitivity of Customer Content; and (d) promptly notify Phoenix of suspected unauthorized access or security incidents.

2.2 Prohibited Conduct. Customer shall not (and shall not permit others to): (i) probe, scan, or test the vulnerability of the Services or any network without prior written consent; (ii) breach or circumvent security or authentication; (iii) introduce malware, viruses, worms, Trojan horses, backdoors, time bombs, or other harmful code; (iv) violate law or third‑party rights (including IP, privacy, export, or sanctions laws); (v) share accounts, resell, or sublicense outside the subscription’s scope; (vi) copy, modify, translate, reverse engineer, or create derivative or competitive works of the Services except to the limited extent such restriction is prohibited by law; (vii) use the Services to build or train a competing model/platform; (viii) conduct or permit denial‑of‑service or stress testing without written consent; (ix) submit, store, or process payment card data (PCI), bank account numbers, medical/health information, government identifiers, or other sensitive personal data unless expressly permitted in an Order Form and DPA; (x) use the Services to generate illegal content, including CSAM or content infringing rights, or to unlawfully monitor or profile individuals; or (xi) circumvent usage limits or rate limits.

3. Professional Services

3.1 Scope. If purchased, Phoenix will provide professional services (e.g., onboarding, migration, advisory, custom integrations) as described in the SOW.

3.2 Customer Materials & Access. Customer will timely provide information, test data, systems, facilities, and personnel reasonably required. Phoenix will use Customer Materials solely to deliver the services and will return or delete them upon completion or termination, subject to legal retention.

3.3 Changes. Changes to scope, assumptions, or schedule require a written change order. Customer‑caused delays may result in schedule extensions and additional fees.

3.4 Deliverables & IP. Phoenix retains ownership of pre‑existing IP and tools. Upon payment in full, Customer receives a non‑exclusive, non‑transferable, non‑sublicensable license to use deliverables internally with the Services. Unless expressly stated in the SOW, deliverables are provided “as is.”

4. Fees

4.1 Billing & Payment. Fees are invoiced per the portal pricing or applicable Order Form. Usage‑based charges may be billed periodically or in arrears. Invoices are due within thirty (30) days of invoice date unless otherwise stated in the applicable Oder Form.

4.2 Taxes. Fees exclude taxes, levies, and duties. Customer is responsible for all such amounts (excluding taxes on Phoenix’s income). Phoenix will invoice applicable taxes where required.

4.3 Non‑payment. Phoenix may suspend, throttle, or restrict access for overdue amounts upon notice. Late amounts accrue interest at the lesser of 1.5% per month or the maximum lawful rate, plus reasonable collection costs.

4.4 Disputes. Customer must dispute an invoice in good faith within fifteen (15) days of receipt, identifying the disputed amounts and reasons. Undisputed amounts remain due.

4.5 Price Changes. Phoenix may update prices for new terms or renewals with prior notice; in‑term price changes will not apply to then‑current committed subscriptions except where mutually agreed or required by law or third‑party licensing.

5. Intellectual Property

5.1 Definitions. “Customer Content” means inputs/prompts, datasets, configurations, and outputs or results returned by the Services. “Phoenix Materials” means the Services, software, documentation, APIs, user interfaces, models we host, and all related designs and know‑how.

5.2 Ownership. Customer retains all rights in Customer Content. Phoenix and its licensors retain all rights in Phoenix Materials. No rights are granted by implication.

5.3 License to Services. Subject to these ToS and timely payment, Phoenix grants Customer a limited, non‑exclusive, non‑transferable, non‑sublicensable license to access and use the Services during the subscription term.

5.4 AI Model Licenses & Third‑Party Terms. Certain hosted or integrated models are subject to third‑party licenses (including open‑source or foundation‑model terms). Customer must comply with those licenses. In case of conflict between a model’s license and these ToS, the model license controls for that model.

5.5 Restrictions. Except to the extent prohibited by law, Customer will not copy, modify, translate, reverse engineer, disassemble, decompile, or create derivative or competitive works of Phoenix Materials; remove or obscure proprietary notices; or use the Services to build competing models or services unless expressly authorized in an Order Form.

5.6 Feedback. Phoenix may use and incorporate feedback without restriction or obligation to Customer.

6. User Content

6.1 Processing of Customer Content. Phoenix processes Customer Content only to provide, secure, and support the Services. Unless expressly agreed in writing (e.g., in a DPA Sub‑Annex), Phoenix does not use Customer Content to train models. Operational telemetry is minimized and retained per the DPA. Customer remains responsible for the lawfulness of Customer Content. Phoenix is not responsible for the lawfulness of Customer Content; liability remains exclusively with Customer where prohibited or harmful content is provided.

6.2 Publicity. Phoenix may use Customer’s name and logo to identify Customer as a customer in websites and sales materials in accordance with Customer’s reasonable brand guidelines. Customer may opt‑out by written notice.

6.3 Representations & Warranties. Customer represents that it has all rights necessary to provide Customer Content and that such content and use will not infringe or violate any law or third‑party rights.

6.4 AI Output Disclaimer. AI outputs are probabilistic and may be inaccurate or inappropriate. Customer is responsible for human review and validation before relying on outputs.

7. Warranties and Liability

Disclaimer of Warranties

7.1 EXCEPT AS EXPRESSLY STATED IN A SIGNED ORDER OR SLA, THE SERVICES, APIS, DOCUMENTATION, AND DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON‑INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

Exclusion of Liability

7.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PHOENIX NOR ITS LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Limitation of Liability

7.3 PHOENIX’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT FIRST GIVING RISE TO LIABILITY. THE FOREGOING LIMITATIONS APPLY TO ALL LIABILITY THEORIES.

7.4 These exclusions and limitations also apply to all agents and contractors of Phoenix, to the maximum extent permissible under Swiss law.

7.5 The limitations above do not apply to liability that cannot be excluded under applicable law.

8. Indemnification

8.1 Customer Indemnity. Customer will defend, indemnify, and hold harmless Phoenix, its affiliates, and their officers, directors, employees, and agents against any third‑party claim, demand, loss, or damage (including reasonable legal fees) arising from (a) Customer Content; (b) Customer’s or its users’ breach of these ToS or applicable law; or (c) combinations of the Services with materials not provided by Phoenix.

8.2 Procedure. Phoenix will provide prompt notice of the claim and reasonable cooperation at Customer’s expense. Customer may not settle any claim without Phoenix’s prior written consent if the settlement admits liability or imposes obligations on Phoenix.

9. Term; Suspension; Termination

9.1 Term. Each subscription term and any renewal are specified in the portal or Order Form. Unless otherwise stated, subscriptions renew automatically for successive terms at then‑current pricing, subject to notice of non‑renewal at least thirty (30) days before the end of the current term.

9.2 Suspension. Phoenix may suspend or throttle the Services (in whole or part) immediately if: (a) Customer is in material breach (including non‑payment), (b) suspension is needed to address a security, legal, or third‑party licensing risk, or (c) Customer’s use poses a risk to the Services or others.

9.3 Termination for Cause. Either party may terminate an impacted Order Form or these ToS upon written notice if the other party materially breaches and fails to cure within thirty (30) days after notice.

9.4 Effect of Termination. Upon termination or expiration, Customer’s right to use the Services ceases. Upon request within thirty (30) days, Phoenix will make available a snapshot or export of Customer Content then in the Services (if any) and will delete it per the DPA and standard retention schedules. Phoenix is entitled to retain necessary records for compliance, audit, or mandatory legal retention even after termination.

10. Confidentiality & Security

10.1 Confidential Information. Each party may receive non‑public information of the other. The receiving party will use the same degree of care it uses to protect its own similar information (and at least reasonable care) and will use it only to perform under these ToS.

10.2 Security; Confidential Computing. Phoenix maintains an ISO 27001‑aligned ISMS and offers client‑controlled encryption (BYOK/KYOK) and confidential computing options, including enclave‑based protection of data in use. Incident notification and further details are governed by the DPA.

11. Export; Sanctions; Anti‑Corruption

11.1 Export/Import. Customer will comply with applicable export control, import, and sanctions laws and will not use the Services in prohibited jurisdictions or for prohibited end‑uses.

11.2 Anti‑Corruption. Each party will comply with anti‑bribery and anti‑corruption laws and will not offer or accept unlawful payments or items of value in connection with the Services.

12. Government Use

Government customers may be subject to additional procurement rules. The Services are commercial computer software and documentation developed entirely at private expense. Any use is subject to these ToS.

13. API Rate Limits; Fair Use

13.1 Phoenix may apply rate limits, concurrency caps, or throughput controls to preserve system stability. Customer will not bypass or attempt to circumvent such controls. Phoenix may temporarily adjust limits for operational or security reasons.

13.2 Phoenix may enforce rate limits at its sole discretion, for stability or legal compliance, without liability.

14. Updates to Terms

Phoenix may update these ToS from time to time. For material changes, Phoenix will provide reasonable advance notice through the portal or email. If Customer objects to a material change, Customer may terminate the affected subscription before the effective date; continued use after the effective date constitutes acceptance.

15. Notices; Assignment; Miscellaneous

15.1 Notices. Notices must be in writing and deemed given when sent to the contacts on record via email or portal notification. Legal notices to Phoenix: legal@phoenix-technologies.ch.

15.2 Assignment. Neither party may assign these ToS without the other’s consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee assumes all obligations. Phoenix may assign freely within its group.

15.3 Force Majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control (e.g., acts of God, war, labor disputes, government action, major Internet outages), provided it uses commercially reasonable efforts to mitigate.

15.5 Severability; Waiver. If any provision is unenforceable, the remainder remains in effect. Failure to enforce a provision is not a waiver.

15.6 Entire Agreement. These ToS, together with the Order Form/SOW, SLA, and DPA, constitute the entire agreement regarding the Services and supersede prior terms identified above.

16. Governing Law, Venue

16.1 Governing Law. These ToS shall be governed by and construed in accordance with the substantive laws of Switzerland (to the exclusion of the conflict of law principles).

16.2 Venue. Any dispute arising out of or in connection with these ToS shall exclusively be referred to the courts competent for Basel‑Stadt, Switzerland.