1. Agreement
These Terms of Service (the "Terms") are a binding agreement between PediaSphere ("PediaSphere", "we", "us") and the organization that subscribes to or uses the PediaSphere platform ("Customer", "you"). By signing an Order Form, clicking to accept, or using the Service, you agree to these Terms on behalf of your organization and represent that you have authority to do so.
If you and PediaSphere have signed a separate written agreement covering the Service, that agreement controls where it conflicts with these Terms.
2. Definitions
- "Service" means the PediaSphere hosted software platform, including PediaSphere for Societies and PediaSphere for Events, the knowledge base, AI-assisted support, and related documentation.
- "Order Form" means the written or electronic order that identifies the product line, member count, fees, and term.
- "Customer Data" means all data, content, and materials that you or your Authorized Users submit to the Service, including member, registrant, and financial records.
- "Authorized Users" means your staff, officers, committee members, and members whom you permit to access the Service.
- "Documentation" means the knowledge base, guides, and materials we publish describing the Service.
3. The Service
3.1 Access
Subject to these Terms and payment of fees, we grant you a non-exclusive, non-transferable right during the Term to access and use the Service for your organization's internal operations.
3.2 Support model
Support is provided by email and through the AI-assisted knowledge base. We do not offer telephone support. AI-generated responses are reviewed and continuously improved by our team, and issues the AI cannot resolve are escalated to our engineers. Response targets, if any, are set out in your Order Form.
3.3 Changes to the Service
We improve the Service continuously and may add, modify, or retire features. We will not materially reduce the core functionality you are paying for during your current Term without offering a comparable alternative or a pro-rated refund.
3.4 Availability
We host the Service on Microsoft Azure and aim for high availability. Scheduled maintenance will be announced in advance where practical. Any uptime commitment or service credits are set out in your Order Form; absent that, the Service is provided on a commercially reasonable-efforts basis.
4. Your responsibilities
- You are responsible for your Authorized Users' compliance with these Terms and for all activity under your account.
- You must have the legal right to submit Customer Data to the Service and to have it processed as described in the Privacy Policy and Data Processing Agreement.
- You will configure roles and permissions appropriately for your organization; PediaSphere enforces the permissions you set.
- You will not: (a) use the Service to violate any law; (b) attempt to access data of another PediaSphere customer; (c) probe, scan, or test the vulnerability of the Service without written permission (see our responsible disclosure process); (d) resell or sublicense the Service; (e) use the Service to build a competing product; or (f) attempt to extract, reverse-engineer, or manipulate the AI features to bypass their safeguards.
5. Customer Data
5.1 Ownership
You own Customer Data. We claim no rights in it beyond the limited license needed to operate the Service for you.
5.2 Our use
We use Customer Data only to provide, secure, support, and improve the Service for you, and as described in the Data Processing Agreement. We do not sell Customer Data. We do not use Customer Data to train or fine-tune AI models, and our AI providers are contractually prohibited from doing so.
5.3 Security
We maintain the technical and organizational measures described on our Security page and in the DPA.
5.4 Export and deletion
You may export your Customer Data in a standard format at any time during the Term. Within 30 days after termination we will make a final export available on request, and within 90 days we will delete Customer Data from active systems, subject to backup retention cycles and legal holds.
6. AI features
The Service uses AI to answer questions and assist with support. AI output may contain errors. You are responsible for reviewing AI-generated content before relying on it for decisions. AI features are subject to the guardrails described on our Security page, including exclusion of government identifiers, payment data, and individual-level demographic data from AI prompts.
7. Fees and payment
- Fees are set out in the Order Form and on our Pricing page: a platform base fee plus a per-member fee, billed monthly or annually. Annual prepayment receives the discount shown at the time of order.
- Member counts are measured monthly and fees adjust accordingly.
- Invoices are due within 30 days. Late amounts may accrue interest at 1% per month or the maximum lawful rate, whichever is lower. We may suspend access for invoices more than 30 days past due after written notice.
- Fees exclude taxes. You are responsible for applicable sales, use, VAT, or similar taxes, other than taxes on our income.
- We may change pricing with at least 60 days' notice; changes take effect at your next renewal.
8. Term and termination
8.1 Term
The initial Term is stated in the Order Form and renews automatically for successive periods of the same length unless either party gives notice of non-renewal at least 30 days before the end of the current Term.
8.2 Termination for cause
Either party may terminate if the other materially breaches these Terms and fails to cure within 30 days of written notice. We may terminate or suspend immediately for non-payment (after notice) or for use that threatens the security or integrity of the Service.
8.3 Effect
On termination, your right to access the Service ends and Section 5.4 (export and deletion) applies. Prepaid fees for the remainder of a Term are non-refundable except where we terminate without cause or you terminate for our uncured breach, in which case we refund the unused portion.
9. Confidentiality
Each party will protect the other's non-public information with at least the care it uses for its own confidential information, and will use it only to perform under these Terms. Customer Data is your Confidential Information. This obligation survives for one (1) year after termination, and indefinitely for trade secrets and personal data.
10. Intellectual property
PediaSphere and its licensors own the Service, the Documentation, and all improvements, including AI models, prompts, and knowledge-base content we author. Feedback you give us may be used without restriction. Nothing in these Terms transfers ownership of the Service to you or of Customer Data to us.
11. Warranties and disclaimers
We warrant that the Service will perform materially in accordance with the Documentation and that we will provide it using reasonable skill and care. Your sole remedy for breach of this warranty is for us to correct the non-conformity or, if we cannot, to refund prepaid fees for the affected period.
EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED "AS IS" AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT AI OUTPUT WILL BE ACCURATE.
12. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, ARISING OUT OF THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY.
EACH PARTY'S TOTAL LIABILITY ARISING OUT OF THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY YOU TO US IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.
These limits do not apply to a party's breach of Section 9 (Confidentiality), a party's indemnification obligations, your payment obligations, or liability that cannot be limited by law.
13. Indemnification
We will defend you against third-party claims that the Service, as provided by us, infringes a patent, copyright, or trademark, and pay resulting damages and costs finally awarded, provided you notify us promptly and give us control of the defense. This does not cover claims arising from Customer Data, your modifications, or use in violation of these Terms.
You will defend us against third-party claims arising from Customer Data or your use of the Service in violation of law or these Terms, on the same conditions.
14. General
- Governing law and venue. These Terms are governed by the laws of the State of Wyoming, United States, without regard to conflict-of-law rules. Disputes will be resolved exclusively in the state and federal courts located in the State of Wyoming, United States, and each party consents to that jurisdiction.
- Notices. To us: legal@pediasphere.ai. To you: the billing contact on your Order Form. Email notice is effective when sent.
- Assignment. Neither party may assign these Terms without consent, except to a successor in a merger or sale of substantially all assets, with notice.
- Force majeure. Neither party is liable for delays caused by events beyond its reasonable control.
- Entire agreement. These Terms, the Order Form, the Privacy Policy, and the DPA are the entire agreement and supersede prior discussions. Order Forms control over these Terms; the DPA controls on data-protection matters.
- Changes. We may update these Terms with at least 30 days' notice by email or in-app. Continued use after the effective date constitutes acceptance; if you object, you may terminate at the end of your current Term.
- Severability; waiver. If any provision is unenforceable it will be modified to the minimum extent necessary; no waiver is effective unless in writing.