Terms of Service

Effective Date: September 15, 2025

Entity: PhronEdge, a Texas corporation (“PhronEdge,” “we,” “us,” or “our”).

Contact: support@phronedge.com | 325 N Saint Paul St, Suite 3100, Dallas, TX 75201

These Terms of Service (“Terms”) govern access to and use of PhronEdge products, services, websites, and chat applications (collectively, the “Service”). By accessing or using the Service, you agree to these Terms. If you are entering into these Terms on behalf of a company or other legal entity (“Customer”), you represent that you have authority to bind that entity. If you do not agree, do not use the Service.

If Customer and PhronEdge have executed a separate master subscription agreement or order form that expressly supersedes these Terms, that agreement controls to the extent of any conflict.

Order of Precedence. In case of conflict, the following order governs: (1) any mutually executed Order Form, (2) any mutually executed Data Processing Addendum (for data protection matters), (3) these Terms, and (4) the Documentation.

1. Definitions

Authorized User: An individual provisioned by Customer to use the Service via OAuth 2.0/SSO.

Customer Data: Content, data, files, messages, metadata, and other information submitted to the Service by Customer or on Customer’s behalf.

Documentation: Usage instructions and materials we provide.

Order or Order Form: A mutually executed ordering document or online checkout specifying the subscription plan, term, and fees.

Subscription Term: The period identified in an Order during which the Service is provided.

Third-Party Services: Products or services not provided by PhronEdge (e.g., Microsoft Teams, Slack, GitHub, Jira).

2. Eligibility; Accounts & Access

a. SSO/OAuth Only. PhronEdge uses OAuth 2.0/SSO exclusively. We do not create or store local passwords. Customer is responsible for SSO configuration, identity provider policies, and seat assignment.

b. Provisioning. Customer controls invitations, deactivation, and role assignments (RBAC). Customer is responsible for Authorized Users’ actions and for maintaining the confidentiality of any tokens or credentials issued by its identity provider.

c. Age. Authorized Users must be old enough to form a binding contract in their jurisdiction.

3. Orders, Subscriptions, and Fees

a. Plans and Terms. Access is granted during the applicable Subscription Term as set out in the Order.

b. Fees and Taxes. Invoices are due net thirty (30) days unless stated otherwise in the Order. Fees exclude taxes; Customer is responsible for applicable taxes (other than taxes on our income). Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus reasonable collection costs. Fees are non-refundable except as expressly stated.

c. Changes. Customer may add seats or upgrade plans; prorated fees may apply.

d. Auto-Renewal. Subscriptions renew for successive terms unless the Order states otherwise or either party gives non-renewal notice per the Order.

e. Trials. Any free trial or evaluation access is provided AS IS, may be suspended at any time, and is excluded from uptime or support commitments.

4. Use of the Service

a. License. During the Subscription Term and subject to these Terms, PhronEdge grants Customer a non-exclusive, non-transferable right for Authorized Users to access and use the Service in accordance with the Documentation.

b. Acceptable Use. Customer will not, and will not permit anyone to:

• (i) reverse engineer, decompile, or bypass technical protections;
  
  

• (ii) use the Service to violate law, infringe IP, or transmit malware or spam;
  
  

• (iii) exceed plan limits or use for high-risk activities (for example, life support or emergency services);
  
  

• (iv) probe or test security without our prior written consent;
  
  

• (v) resell or provide the Service to third parties except as expressly authorized.
  Customer will comply with our Acceptable Use Policy at https://phronedge.com/legal/aup (incorporated by reference).
  
  

c. Prohibited Data (Regulated). Unless expressly covered by a written BAA/DPA or Order, do not submit protected health information (PHI), cardholder data (PCI), or other highly regulated data.

d. Output Use. Customer is responsible for review and use of outputs generated by the Service. Outputs are not a substitute for professional advice (legal, medical, financial, or other). We make no representations that outputs are error-free or fit for decision-making.

5. Customer Data; Rights and Responsibilities

a. Ownership. As between the parties, Customer retains all rights in Customer Data.

b. License to Operate the Service. Customer grants PhronEdge a worldwide, limited, royalty-free license to host, process, transmit, and display Customer Data solely to provide and support the Service and to comply with law.

c. Anonymized Insights. We may generate de-identified or aggregated analytics for product improvement, capacity planning, and benchmarking, provided such data does not identify Customer or Authorized Users.

d. Usage Data. We may collect usage data to operate, secure, and improve the Service; we do not use Customer Data to build unrelated profiles.

e. Data Accuracy and Lawfulness. Customer is responsible for obtaining all necessary rights and consents for submission of Customer Data and compliance with laws.

6. Third-Party Services and Integrations

a. Connections. Customer may enable integrations with Microsoft Teams, Slack, GitHub, Jira, and others. When enabled, PhronEdge will access relevant data per the integration’s scope and Customer’s configuration.

b. No Control Over Third Parties. Third-Party Services are governed by their own terms and privacy policies. We are not responsible for Third-Party Services and disclaim liability arising from their acts or omissions.

c. Revocation. Customer can disable an integration at any time; this may affect functionality and does not automatically delete data already retrieved unless requested under Section 15 and the DPA.

7. Security, Privacy, and Data Processing

a. Security. PhronEdge implements industry-standard measures including AES-256 at rest, TLS 1.2+ in transit, strict tenant isolation, least-privilege access, secrets management via AWS KMS and Parameter Store, continuous monitoring with anomaly detection, and incident response aligned with best practices.

b. Privacy. Our processing of personal data is described in our Privacy Policy at https://phronedge.com/legal/privacy and, where applicable, a Data Processing Addendum (DPA) at https://phronedge.com/legal/dpa, each incorporated by reference. For privacy inquiries: privacy@phronedge.com.

c. Retention and Deletion. Default retention is 30 days. Enterprise plans may configure extended retention as set out in the Order or DPA. Upon termination or request, we will delete or return Customer Data as described in Section 15 and the DPA, subject to legal holds and commercially reasonable backup cycles.

d. Training Data. We do not use Customer Data, prompts, or outputs to train models for third parties.

8. Confidentiality

Each party may receive non-public information from the other (“Confidential Information”). The receiving party will use the same degree of care it uses to protect its own confidential information (not less than reasonable care) and will only use the information for purposes of these Terms.

9. Intellectual Property; Feedback

a. Service IP. PhronEdge retains all rights in and to the Service, Documentation, and related IP. No rights are granted except as expressly stated.

b. Feedback. If Customer provides feedback or suggestions, PhronEdge may use them without restriction or compensation.

10. Publicity

We may reference Customer’s name and logo in our customer lists and marketing materials, consistent with Customer’s brand guidelines. Customer may opt out at any time by emailing support@phronedge.com. Any case study or press release requires mutual consent.

11. Trials and Beta Features

a. Trials. Trials are provided AS IS, may be suspended at any time, and are excluded from uptime or support commitments.

b. Beta Features. Beta or pre-release features are provided AS IS, may be suspended at any time, and are excluded from any SLA or support commitments unless stated otherwise.

12. Warranties; Disclaimers

a. Mutual. Each party represents that it has the authority to enter these Terms.

b. Service Warranty. During a Subscription Term, we will provide the Service in a professional and workmanlike manner materially in accordance with the Documentation. Customer’s exclusive remedy for breach of this warranty is re-performance or, if we cannot cure within thirty (30) days, a prorated refund of prepaid, unused fees.

c. Disclaimers (Conspicuous).
EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE, TRIALS, AND BETA FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, PHRONEDGE DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. OUTPUTS MAY CONTAIN ERRORS; CUSTOMER IS RESPONSIBLE FOR VALIDATION.

13. Indemnification

a. By PhronEdge. We will defend and indemnify Customer against third-party claims alleging that the Service, as provided, infringes a valid U.S. patent, copyright, or trademark, and pay damages finally awarded, provided Customer promptly notifies us and cooperates. We may modify the Service, procure rights, or terminate impacted access with a pro-rata refund if necessary. This obligation does not apply to claims arising from Customer Data, Third-Party Services, or use contrary to the Documentation.

b. By Customer. Customer will defend and indemnify PhronEdge against claims arising from Customer Data, use of the Service in violation of law or these Terms, or combinations with Third-Party Services.

14. Limitation of Liability (Conspicuous)

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY. EXCEPT FOR FEES OWED, BREACH OF CONFIDENTIALITY, OR INDEMNITY OBLIGATIONS, EACH PARTY’S TOTAL LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO PHRONEDGE FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. ANY CLAIM MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES.

15. Term; Suspension; Termination; Data Export

a. Term. These Terms are effective from the Effective Date and continue while Customer has an active Subscription or uses the Service.

b. Suspension. We may suspend access for late payment, security risks, legal requirements, or material violations of these Terms.

c. Termination for Cause. Either party may terminate for material breach if not cured within thirty (30) days after written notice.

d. Effect of Termination. Upon termination or expiration, Customer’s access ends and fees already paid are non-refundable except as expressly stated. For at least thirty (30) days after termination, Customer may request export of Customer Data. We will make reasonable efforts to accommodate longer export periods upon request. After that period, we will delete Customer Data in accordance with Section 7 and our backup schedules, unless prohibited by law.

e. Survival. Sections that by their nature should survive will survive (including fees, confidentiality, IP, disclaimers, indemnity, limitations, governing law, and dispute resolution).

16. Compliance; Export; Anti-Corruption

Customer represents it is not barred from using the Service under applicable laws, including export control and sanctions laws. Customer will not use the Service in violation of anti-corruption, anti-bribery, or export laws.

17. Government Users

If the U.S. Government or another public sector entity uses the Service, the Service is commercial computer software and use, duplication, or disclosure is subject to the restrictions in FAR 12.212 and DFARS 227.7202 or successor regulations.

18. Open Source

The Service may incorporate open-source components subject to their own licenses, which will not materially restrict Customer’s rights to use the Service as described in these Terms.

19. Changes to the Service or Terms

We may update features or make changes to these Terms from time to time. Material changes will be notified via the Service, email, or website. Changes will take effect at the start of the next renewal term or earlier if required by law. Material updates to incorporated policies (Privacy, AUP, DPA) will also be notified and apply at the next renewal unless required earlier by law.

20. Notices

• Legal & Arbitration: legal@phronedge.com
  
  

• Privacy & Data Requests: privacy@phronedge.com
  
  

• Support: support@phronedge.com
  
  

• Postal: PhronEdge Inc., 325 N Saint Paul St, Suite 3100, Dallas, TX 75201
  
  
  

DMCA Notices. Send alleged infringement notices to legal@phronedge.com with the information required under 17 U.S.C. §512.

We may provide notices to Customer via email to the admin contact on file or through the Service.

21. Governing Law; Dispute Resolution

These Terms are governed by the laws of the State of Texas, without regard to conflict-of-laws rules. Any dispute will be resolved by binding arbitration under the rules of the American Arbitration Association (“AAA”) in Dallas, Texas, conducted in English, with one arbitrator. The parties waive class actions and jury trials to the fullest extent permitted by law. Either party may bring an individual action in small-claims court or seek injunctive relief in a court of competent jurisdiction in Dallas County, Texas.

22. Miscellaneous

These Terms, the Order(s), the DPA, the Privacy Policy, and the Acceptable Use Policy form the entire agreement and supersede all prior agreements on the subject. If any provision is unenforceable, the remainder remains in effect. Neither party is liable for delays due to causes beyond its reasonable control. No waiver is effective unless in writing. The parties are independent contractors; these Terms do not create an agency, partnership, or joint venture. Customer may not assign these Terms without our consent; we may assign to an affiliate or in connection with a merger, acquisition, or sale of assets. There are no third-party beneficiaries.

Exhibit A: Security Snapshot (Non-Contractual Summary)

• Encryption at rest: AES-256.
  
  

• Encryption in transit: TLS 1.2+.
  
  

• Multi-tenant isolation and least-privilege access.
  
  

• Secrets via AWS KMS and Parameter Store.
  
  

• Continuous monitoring with anomaly detection; incident response program.
  
  

• Default data retention: 30 days; enterprise options available.
  
  

• OAuth 2.0/SSO only; no local passwords.

  
  

Exhibit B: Data Processing (Summary; full DPA governs)

• Processing solely to provide and support the Service
  
  

• Subprocessors listed at https://phronedge.com/legal/subprocessors
  
  

• International transfers under appropriate mechanisms (e.g., SCCs)
  
  

• Data subject rights supported (access, deletion, portability)
  
  

• Security measures as described above and in the DPA