These Terms of Service (“ToS”) govern access to and use of Phoenix Technologies AG’s (PHOENIQS) 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”) if applicable, (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. PHOENIQS may suspend or reset compromised credentials to protect the Services and Customer.

1.4 Ordering. The Services include (i) SaaS (), (ii) PaaS (), (iii) IaaS , and (iv) professional services. 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. PHOENIQS may enhance, modify, or discontinue features. For a material, adverse change to a paid feature that Customer actively uses, PHOENIQS 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 (including without limitation, open-source AI models). Customer’s use of third‑party offerings is governed by their terms, licenses, and acceptable‑use policies. PHOENIQS 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 PHOENIQS 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 PHOENIQS 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) use the Services to generate illegal content, including CSAM or content infringing rights, or to unlawfully monitor or profile individuals; or (x) circumvent usage limits or rate limits.

3. AI Services Additional Terms

3.1 Additional AI Services Terms. For the purposes of these ToS, “AI Services” means PHOENIQS’ AI systems and model service offerings (including but not limited to, PHOENIQS Chat, PHOENIQS AI Platform, and PHOENIQS AI Model Service).

These terms apply to the AI Services in addition and supplementary to the other terms of these ToS. In respect of the AI Services, in case of conflict between these additional terms, and the other terms of these ToS, these additional terms control.

3.2 AI Services Use, Roles, and Obligations. The AI Services are intended for use as general purpose assistive AI tools, and not high-risk use. The Parties acknowledge and agree that, for the purposes of the EU AI Act (“AI Act”) and other similar applicable laws, the AI Services are not-high risk AI systems and PHOENIQS is not a high-risk AI system provider, or an AI model provider, or general-purpose AI provider, as defined under the AI Act. The AI Services integrate third parties’ models. Customer as a deployer and/or a provider of AI systems as applicable under the AI Act or other similar applicable laws, shall comply with its obligations as such thereunder.

3.3 Additional Prohibited Conduct. Customer shall not use or permit the use of (including putting into service or placing on the market) the AI Services for any prohibited uses of AI under Article 5 of the AI Act or other similar applicable laws, including without limitation to: (i) deploy subliminal, manipulative, or deceptive techniques to materially distort the behaviour of a person or group in a manner that causes or is likely to cause harm; (ii) exploit vulnerabilities of a person or group due to their age, disability, or specific social or economic situation, in a manner that causes or is likely to cause harm; (iii) generate or manipulate realistic images, videos, audio or similar material of an identifiable natural person's intimate parts, or of an identifiable natural person engaged in sexually explicit activities; (iv) generate or manipulate child pornography material or performances within the meaning of Article 2, points (c) and (e), of Directive 2011/93/EU, or other similar applicable laws; (v) evaluate or classify persons or groups based on their behaviour or characteristics, where any resultant social or other scoring leads to detrimental or unfavourable treatment; (vi) make risk assessments to assess or predict the risk of a person committing a criminal offence, based solely on the profiling of a person or an assessment of their personality traits and characteristics; (vii) create or expand facial recognition databases through untargeted scraping of facial images from the internet or CCTV footage; (viii) infer emotions of a person in the areas of workplace and education institutions; (ix) use biometric categorisation systems to deduce or infer a person’s race, political opinions, trade union membership, religious or philosophical beliefs, sex life or sexual orientation; or (x) conduct remote 'real-time' biometric identification in publicly accessible spaces for the purpose of law enforcement.

3.4 Prohibited High-Risk Uses. Customer shall not use or permit the use of (including putting into service or placing on the market) the AI Services in a manner qualifying them as, or changing them to, high-risk under Article 6 and Annexes I and III of the AI Act, or other similar applicable laws. Without limitation, Customer shall not use the AI Services: (i) as a product, or a safety component of a product, listed in Annex I of the AI Act; (ii) for biometrics, including remote biometric identification systems, biometric categorisation, or emotion recognition; (iii) as a safety component in the management and operation of critical infrastructure, road traffic, or in the supply of water, gas, heating, electricity; (iv) to determine access or admission to education or vocational training institutions, or assess the level of education or training accessible, by persons, to evaluate their learning outcomes, or to monitor or detect their behaviour during tests; (v) for employment, worker management, and access to self-employment: including for recruitment, evaluation, and selection of candidates, targeted job advertisements, and analysing and filtering job applications; to make decisions affecting workers including relating to their promotion or termination; to allocate tasks based on a person’s behaviours, traits, or characteristics; or to monitor or evaluate performance or behaviour of workers; (vi) for access to and enjoyment of essential private services and public services and benefits: including evaluating creditworthiness, credit scoring, emergency services dispatch, pricing for life or health insurance, or determining eligibility for public assistance benefits; (vii) in law enforcement, migration, asylum, and border control management: including for crime or offense risk assessments, detection, investigation, profiling and prosecution, polygraphs, evaluating evidence, assessing security, irregular migration, or health risks, or for assessing applications or identifying individuals; or (viii) in the administration of justice and democratic processes, such as for researching or applying facts and law in judicial decision-making, or for influencing elections or referenda.

3.5 Material Breach; Unauthorised Use. Any above-mentioned prohibited or high-risk use by Customer of the AI Services, constitutes a material breach of these ToS. Should Customer by its actions, modifications, or use, become a provider of the AI Services (including any new high-risk version of the AI Services) pursuant to the AI Act (including by operation of Article 25(1) of the AI Act) or other similar applicable laws, PHOENIQS shall not be responsible for Customer’s use or provision of such services, and have no obligation to provide additional cooperation or information for Customer’s new high-risk AI Service, including as described in Article 25(2) of the AI Act.

3.6 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.

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

3.8 Training. Unless expressly agreed in writing (e.g., in a DPA SubAnnex), PHOENIQS does not use Customer Content to train models.

4. Professional Services

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

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

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

4.4 Deliverables & IP. PHOENIQS 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.”

5. Fees

5.1 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.

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

5.3 Non‑payment. PHOENIQS 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.

5.4 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.

5.5 Price Changes. PHOENIQS 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.

5.6 Credits. PHOENIQS may provide credits or allowances for use with specified Services (“Credits”). Credits may include: (a) LLM usage credits included in a paid subscription plan as a monthly capacity allowance for the use of AI model inference services (“LLM Usage Credits”). LLM Usage Credits can be applied against model usage based on the applicable token pricing and expire at the end of the relevant billing period; (b) free, trial, evaluation, promotional, bonus, or goodwill credits (“Promotional Credits”). Promotional Credits are valid for twelve (12) months from issuance, unless otherwise specified; and (c) credits granted under an applicable SLA (“SLA Credits”). SLA Credits are governed exclusively by the applicable SLA. All Credits have no cash value, are non-transferable, non-refundable, and may not be exchanged for cash or monetary value. Unused Credits lapse in accordance with the applicable validity period and, in any event, upon termination or closure of the Customer’s account. Any attempt to sell, transfer, assign, redeem, or otherwise use Credits in violation of these ToS may result in the revocation of Credits and the suspension or termination of the Customer’s account.

6. Intellectual Property

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

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

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

6.4 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 PHOENIQS Materials; remove or obscure proprietary notices; or use the Services to build competing models or services unless expressly authorized in an Order Form.

6.5 Feedback. PHOENIQS may use and incorporate feedback without restriction or obligation to Customer.

7. User Content

7.1 Processing of Customer Content. PHOENIQS processes Customer Content only to provide, secure, and support the Services. Operational telemetry is minimized and retained per the DPA. Customer remains responsible for the lawfulness of Customer Content. PHOENIQS is not responsible for the lawfulness of Customer Content; liability remains exclusively with Customer where prohibited or harmful content is provided.

7.2 Publicity. PHOENIQS 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.

7.3 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.

8. Warranties and Liability

Disclaimer of Warranties

8.1 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

8.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PHOENIQS 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

8.3 PHOENIQS 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.

8.4 These exclusions and limitations also apply to all agents and contractors of

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

9. Indemnification

9.1 Customer Indemnity. Customer will defend, indemnify, and hold harmless PHOENIQS, its affiliates, and their officers, directors, employees, and agents against any thirdparty 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 PHOENIQS.

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

10. Term; Suspension; Termination

10.1 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.

10.2 Suspension. PHOENIQS 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.

10.3 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.

10.4 Termination for Security Risk or Fraud. Where Phoeniqs suspends an account under Section 10.2(b) Phoeniqs will investigate without undue delay. If the investigation substantiates the suspected security risk or fraud, Phoeniqs may, notwithstanding Section 10.3, terminate the account and these ToS immediately without a cure period. Notwithstanding Section 10. 5 Phoeniqs may delete the associated Customer Account and Content without the retention or period described therein except that Phoeniqs will retain data as required by applicable law.

10.5 Effect of Termination. Upon termination or expiration, Customer’s right to use the Services ceases. Upon request within thirty (30) days, PHOENIQS 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. PHOENIQS is entitled to retain necessary records for compliance, audit, or mandatory legal retention even after termination.

11. Confidentiality & Security

11.1 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.

11.2 Security; Confidential Computing. PHOENIQS 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.

12. Export; Sanctions; Anti‑Corruption

12.1 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.

12.2 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.

13. 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..

14. API Rate Limits; Fair Use

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

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

15. Updates to Terms

PHOENIQS may update these ToS from time to time. For material changes, PHOENIQS 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.

16. Notices; Assignment; Miscellaneous

16.1 Notices. Notices must be in writing and deemed given when sent to the contacts on record via email or portal notification. Legal notices to PHOENIQS : legal@phoeniqs.com

16.2 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. PHOENIQS may assign freely within its group.

16.3 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.

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

16.5 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.

17. Governing Law, Venue

17.1 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).

17.2 Venue. Any dispute arising out of or in connection with these ToS shall exclusively be referred to the courts competent in Zurich, Switzerland.

Last updated: August 2026