Terms of Service
1. Agreement
By using Phosphoros services, you ("Customer") agree to these Terms. "Phosphoros" refers to Phosphoros, a Washington D.C.-based company. These Terms govern all subscriptions, managed services, and professional engagements.
2. Services
Phosphoros provides managed AI services including AI Teammates, Content Intelligence, Security Intelligence, Operations Intelligence, Compliance Intelligence, AI Training & Enablement, and Custom Enterprise AI. Specific deliverables, SLAs, and pricing are defined in your Order Form or subscription plan.
3. Payment
- Subscription fees are billed monthly or annually in advance
- Setup fees are billed upon agreement execution
- Overages are billed at month-end, capped at 50% of your monthly plan fee
- Late payments accrue interest at 1.5% per month after a 10-day grace period
- Phosphoros may suspend service after 30 days of non-payment with 5 days written notice
4. Customer Obligations
- Provide accurate onboarding information and timely responses during setup
- Use services only for lawful purposes and in compliance with applicable law
- Not attempt to reverse-engineer, resell, or sublicense Phosphoros services
- Maintain the confidentiality of account credentials
- Notify Phosphoros within 24 hours of any suspected unauthorized access
5. Ownership & Intellectual Property
Your content is yours. All documents, data, and materials you provide remain your property. AI-generated output produced for your account is owned by you upon delivery.
Phosphoros retains ownership of its platform, AI infrastructure, training methodologies, and proprietary systems. Nothing in these Terms transfers ownership of Phosphoros IP to Customer.
6. Confidentiality & NDA
Both parties agree to hold each other's Confidential Information in strict confidence. "Confidential Information" includes business strategies, technical systems, pricing, customer data, and any information marked confidential or that a reasonable party would understand to be confidential.
- Neither party will disclose the other's Confidential Information to third parties without written consent
- Confidentiality obligations survive termination of this agreement for 3 years
- Exceptions: information that is publicly available, independently developed, or required by law to disclose
- Enterprise customers: a standalone Mutual NDA is available upon request and takes precedence over this section
7. Data Processing
Phosphoros acts as a Data Processor for customer content. We process data only on your instructions and never for our own commercial purposes. A full Data Processing Agreement (DPA) is available at [email protected] and is automatically included in Scale and Enterprise contracts.
8. Limitation of Liability
Phosphoros's total liability for any claim arising from these Terms is limited to the fees paid by Customer in the 3 months preceding the claim. Phosphoros is not liable for indirect, incidental, consequential, or punitive damages.
Service credits under the SLA are Customer's exclusive remedy for service failures and do not increase the liability cap.
9. Warranties & Disclaimers
Phosphoros warrants that services will perform materially as described in the SLA. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED.
AI-generated content may contain errors. Customer is responsible for reviewing outputs before use in regulated contexts (legal, medical, financial advice).
10. Term & Termination
- Month-to-month: Either party may terminate with 30 days written notice
- Annual: Either party may terminate with 60 days written notice before renewal
- For cause: Either party may terminate immediately if the other materially breaches these Terms and fails to cure within 15 days of written notice
- Upon termination, Phosphoros will provide a data export within 10 business days, then delete all customer data within 30 days
11. Governing Law
These Terms are governed by the laws of the District of Columbia. Disputes shall be resolved by binding arbitration under AAA Commercial Rules, conducted in Washington, D.C., except that either party may seek injunctive relief in courts of competent jurisdiction.
12. Changes
We'll provide 30 days' notice of material changes via email. Continued use after the effective date constitutes acceptance. For Enterprise customers with signed Order Forms, changes require mutual written agreement.
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