Terms of Service

Business Customer. The Services are intended solely for businesses and other organizations located in the United States. You may use the Services only for lawful internal business purposes and only if you can form a binding contract with Everyn.

Organization Users. If Customer permits employees, contractors, or other authorized individuals to use the Services under Customer’s account (“Authorized Users”), Customer is responsible for their acts and omissions and for ensuring their compliance with these Terms. An Authorized User may access the Services only for Customer’s benefit.

Registration. You must provide complete and accurate registration and billing information and keep it current. You may not create an account using false information or on behalf of another person or entity without authority.

Account Security. Customer is responsible for safeguarding credentials, configuring access appropriately, and all activity under its accounts. Customer must promptly notify Everyn at legal@geteveryn.com of suspected unauthorized access or security incidents involving the Services. Customer may not share individual credentials or circumvent access controls.

Administrators. Customer may designate account administrators. Administrators may manage Authorized Users, access Customer Content, control billing and settings, and take other actions for Customer. Customer is responsible for selecting administrators and their actions.

Limited Right to Use. Subject to these Terms and Customer’s payment of applicable fees, Everyn grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable subscription or account term to access and use the Services for Customer’s internal business purposes. This right is subject only to the suspension and termination provisions of these Terms.

Documentation and APIs. Customer may use documentation and application programming interfaces we make available only with the Services and subject to applicable technical limits, authentication requirements, and documentation. Everyn may update or discontinue an API version on reasonable notice when practicable.

Reservation of Rights. Everyn and its licensors own the Services, documentation, technology, designs, trademarks, and all related intellectual property. Except for the limited rights expressly granted in these Terms, no rights are granted by implication, estoppel, or otherwise.

Orders and Plans. The plan, usage allowances, prices, included AI Credits, and other commercial terms shown at checkout, in the Services, or in an order form accepted by Everyn are an “Order.” Each Order is incorporated into these Terms. If an Order expressly conflicts with these Terms, the Order controls only for that Order and only to the extent of the conflict.

Subscriptions and Renewal. Paid subscriptions are billed in advance and automatically renew for successive monthly periods unless an Order states a different period. Customer authorizes Everyn and its payment processor to charge the payment method on file for recurring subscription fees, usage charges, purchased AI Credits, taxes, and other amounts due. If payment fails, Everyn may retry the charge, suspend paid features, or downgrade or suspend the account.

Usage Charges. Some plans include usage allowances and permit usage beyond those allowances at the rates and within the budgets shown in the applicable Order. A “Successful Row” is a row for which the Services record a schema-valid terminal success. Only Successful Rows consume included row allowances or generate row-overage charges. Failed, partial, skipped, or canceled row processing that does not reach terminal success is not a Successful Row. Customer is responsible for usage by its accounts, subject to controls made available in the Services.

AI Credits. The Services use limited prepaid service credits, measured in U.S. dollar amounts solely to calculate managed artificial-intelligence provider usage (“AI Credits”). Rates are shown in the applicable Order or Services. AI Credits are reserved before provider work and finally consumed based on measured managed-AI usage actually incurred; unused reserved amounts are released. A failed or canceled run may consume AI Credits to the extent provider usage was incurred before failure or cancellation. Recurring AI Credits expire at the end of the applicable billing period and do not roll over. Separately purchased AI Credits have no product expiration while Customer’s billing account remains open. Available credits are consumed earliest-expiration-first, with purchased credits consumed last. AI Credits are non-transferable, non-redeemable, not a bank deposit or gift card, and have no cash value. Auto-reload is not available at launch and will require separate affirmative authorization if offered. AI-dependent processing may pause when available AI Credits are exhausted.

Cancellation; Refunds. Customer may cancel a subscription through the Services. Cancellation takes effect at the end of the current paid billing period, and Customer remains responsible for charges incurred before then. Except as required by law, expressly stated in an Order, or provided below, fees and charges are non-refundable and Everyn does not provide prorated refunds or credits. If Everyn terminates a paid service without Customer breach or permanently discontinues its core paid service, Everyn will refund prepaid subscription fees allocable to the period after termination and may refund the exact unconsumed purchased AI Credits attributable to the original payment. Promotional and recurring included AI Credits are not refundable. Customer-initiated account closure does not entitle Customer to payment for unused AI Credits or other unused value.

Taxes and Price Changes. Fees are stated in U.S. dollars and exclude taxes. Customer is responsible for sales, use, withholding, and similar taxes, excluding taxes based on Everyn’s net income. Everyn may change prices or plan features by giving at least 30 days’ notice or one complete billing cycle’s notice, whichever is longer. A change to a paid subscription will take effect no earlier than the next renewal period after the stated effective date.

Customer Content. “Customer Content” means data, files, instructions, prompts, configurations, and other materials submitted to the Services by or for Customer (“Input”), together with results generated by the Services for Customer from that Input (“Output”). As between the parties, Customer retains all rights in its Input.

Output Ownership. As between the parties, and to the extent permitted by applicable law, Customer owns its Output upon generation, subject to Customer’s payment obligations and any rights in third-party materials. Everyn assigns to Customer any rights Everyn may have in that Output. Output may not be unique, and other customers may receive similar or identical results.

Operational License. Customer grants Everyn a non-exclusive, worldwide, royalty-free license to host, copy, transmit, process, display internally, and otherwise use Customer Content only as reasonably necessary to provide, operate, secure, troubleshoot, support, diagnose and correct errors affecting Customer, prevent fraud, abuse, or security threats, and comply with law. Everyn may sublicense these rights only to service providers acting for Everyn and subject to confidentiality, privacy, security, and use restrictions consistent with these Terms. This license ends when Customer Content is no longer reasonably needed for those purposes, subject to backups and legal retention. This license does not authorize use of Customer Input or Output for general product improvement or model training except through the separate explicit opt-in described below.

No Model Training Without Opt-In. Everyn will not use Customer Input or Output to develop, train, fine-tune, or improve generalized Everyn or third-party models unless Customer gives a separate, explicit opt-in. Everyn will contractually require and configure each model or service provider receiving Customer Input or Output not to use that material to develop, train, fine-tune, or improve generalized models without that opt-in. Any opt-in will identify its scope and may be withdrawn prospectively. This section does not prohibit retention or human review strictly necessary to provide requested functionality, secure the Services, prevent abuse, or comply with law, subject to the Privacy Policy and applicable confidentiality obligations.

Customer Responsibilities. Customer represents that it has all rights, permissions, and lawful bases needed for Everyn to process Customer Content as contemplated by these Terms. Customer is responsible for the legality, accuracy, quality, and use of Customer Content and for reviewing Output before relying on it.

Restricted Data. Unless Everyn expressly approves the use in a written agreement, Customer must not submit protected health information; payment-card data; financial-account credentials; government identification numbers; authentication secrets; children’s personal information; biometric or genetic identifiers; precise geolocation; or other highly sensitive or specially regulated data. Customer also must not submit data for use in regulated employment, housing, credit, lending, insurance, healthcare, education, legal-services, or similar consequential decisions. The Services are not designed to satisfy Customer’s obligations under HIPAA, PCI DSS, COPPA, biometric-privacy laws, or similar regulated-data regimes absent such an agreement.

AI-Generated Results. The Services may use probabilistic artificial-intelligence systems. Output can be incomplete, inaccurate, offensive, or unsuitable and may vary between runs. Customer must independently evaluate Output for its use case and must not treat Output as a substitute for professional, legal, medical, financial, safety, or other expert advice.

Third-Party Providers. To provide requested functionality, Everyn may transmit Customer Content to third-party model, hosting, search, data, or tool providers acting for Everyn. Everyn will require providers receiving Customer Content to use it only to provide contracted services, protect it under appropriate confidentiality, privacy, and security obligations, and comply with Section 5.4. Their services may be subject to technical limits and availability outside Everyn’s control. Everyn remains responsible for its obligations under these Terms but does not warrant third-party services or third-party content.

Third-Party Rights. Customer is responsible for determining whether its Input, Output, and use of the Services infringe or violate third-party rights. Everyn does not represent that Output is protectable, non-infringing, accurate, or free of third-party material.

Prohibited Conduct. Customer and Authorized Users may not: (a) use the Services unlawfully or to violate another person’s rights; (b) submit malicious code or content intended to disrupt, damage, or gain unauthorized access to systems; (c) probe, scan, or test vulnerabilities without Everyn’s written permission; (d) reverse engineer, decompile, or attempt to discover non-public source code, models, prompts, or system components except where law prohibits this restriction; (e) bypass usage limits, safety controls, or authentication; (f) scrape, resell, sublicense, rent, or provide the Services as a service bureau except as an authorized integration for Customer’s own business; (g) use the Services or Output to make or materially support decisions concerning eligibility, selection, or access in employment, housing, credit, lending, insurance, healthcare, education, legal services, or another high-impact domain; (h) use Output to impersonate, deceive, or discriminate unlawfully; or (i) use the Services to develop or train a competing model or service through systematic extraction of the Services or Output.

Abuse Prevention. Everyn may investigate suspected violations and may remove or restrict access to content or functionality when reasonably necessary to protect the Services, users, third parties, or Everyn. Everyn may cooperate with lawful governmental requests and preserve information as required by law.

Feedback. If Customer voluntarily provides suggestions, ideas, or feedback about the Services, Customer grants Everyn a perpetual, irrevocable, worldwide, royalty-free right to use and exploit that feedback without restriction or obligation. Customer should not include confidential information in feedback.

Usage Information. Everyn may collect and use technical logs, performance metrics, account activity, and other information about use of the Services to operate, secure, support, analyze, and improve the Services. Everyn may use information that has been aggregated or de-identified so that it cannot reasonably be linked to Customer or an individual for lawful business purposes. Everyn will not attempt to re-identify that information or combine it with other information to re-identify Customer or an individual. Usage Information does not include Customer Input or Output and does not authorize model training on Customer Input or Output.

Confidential Information. “Confidential Information” means non-public information disclosed by one party (“Discloser”) to the other (“Recipient”) that is marked confidential or reasonably should be understood as confidential, including Customer Content and non-public product, security, business, and technical information. Confidential Information excludes information that Recipient can document: (a) is publicly available without breach; (b) was lawfully known without restriction before disclosure; (c) is received lawfully from a third party without confidentiality duty; or (d) is independently developed without use of Confidential Information.

Protection and Use. Recipient will use Confidential Information only to exercise rights and perform obligations under these Terms, protect it using at least reasonable care, and disclose it only to personnel, contractors, and service providers who need to know it and are bound by confidentiality obligations. Recipient may disclose Confidential Information when legally required if it gives advance notice when legally permitted and reasonable assistance at Discloser’s expense.

Privacy. Everyn’s Privacy Policy describes how Everyn handles personal information. Customer is responsible for providing required notices and obtaining required consents for personal information it submits to the Services.

Security. Everyn will maintain reasonable administrative, technical, and organizational safeguards designed to protect Customer Content. Everyn will notify Customer without undue delay after confirming unauthorized access to or acquisition, loss, or disclosure of Customer Content for which notice is required by applicable law (a “Security Incident”), subject to legally required delay. Unsuccessful attempts that do not compromise Customer Content are not Security Incidents. No system is completely secure, and Everyn does not guarantee that a Security Incident will never occur. Customer is responsible for its devices, networks, credentials, access settings, and secure use of exported data.

Data Processing Terms. If the parties enter into a data processing addendum or other written security terms, those terms control for their subject matter. Customer must not use the Services in a manner that requires Everyn to satisfy obligations not stated in these Terms or an applicable written addendum.

Changes to the Services. Everyn may modify, add, or discontinue features. Everyn will use commercially reasonable efforts to give advance notice of a material discontinuation that substantially reduces the core functionality of a paid plan, unless immediate action is needed for legal, security, or third-party-provider reasons.

Availability and Support. The Services may be unavailable, delayed, or interrupted. Everyn does not promise any service level, uptime, support response time, maintenance commitment, or data-recovery objective unless stated in a separate written agreement signed by Everyn.

Beta Features. Preview, beta, evaluation, or experimental features are provided for testing, may be changed or discontinued at any time, may present feature-specific risks disclosed in the Services or documentation, and may not be suitable for production use. Customer must not use Restricted Data with a beta feature unless Everyn expressly permits that use in writing. Beta features are provided “as is” without warranties, support commitments, or service levels.

Suspension. Everyn may suspend or limit access immediately if: (a) payment is overdue; (b) Customer’s use creates an imminent material security, legal, or operational risk; (c) suspension is required by law or by a provider whose services are necessary to the Services; (d) Everyn reasonably suspects fraud, abuse, or unauthorized access; or (e) Customer commits a material breach that cannot reasonably be cured. For another material breach, Everyn will give notice and a reasonable opportunity to cure before suspension. Everyn will limit a suspension in scope and duration when reasonably practicable.

Termination. Either party may terminate these Terms if the other materially breaches them and does not cure the breach within 30 days after written notice, except a breach that cannot reasonably be cured may result in immediate termination. Customer may terminate by canceling paid subscriptions and closing its account. Everyn may terminate a free account on reasonable notice. Everyn may discontinue a paid service on at least 30 days’ notice when reasonably practicable and will provide the refunds described in Section 4.5.

Effect of Termination. Upon termination, Customer’s right to use the Services ends and amounts owed become due. Customer should export Customer Content before termination. If Everyn terminates a paid service without Customer breach or discontinues the Service, Everyn will make Customer Content available for export for at least 30 days after termination unless prohibited by law or reasonably necessary to address a security risk. Everyn may then delete Customer Content, subject to applicable law, backups, and written retention commitments. Sections that by their nature should survive will survive, including payment obligations, ownership, confidentiality, disclaimers, indemnification, limitations of liability, dispute resolution, and general terms.

As-Is Services. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, OUTPUT, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” EVERYN AND ITS LICENSORS AND SERVICE PROVIDERS DISCLAIM ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

No Guaranteed Results. EVERYN DOES NOT WARRANT THAT THE SERVICES OR OUTPUT WILL BE ACCURATE, COMPLETE, UNIQUE, SECURE, UNINTERRUPTED, ERROR-FREE, OR SUITABLE FOR CUSTOMER’S REQUIREMENTS; THAT DEFECTS WILL BE CORRECTED; OR THAT CUSTOMER WILL ACHIEVE ANY PARTICULAR BUSINESS, FINANCIAL, OR OTHER RESULT. CUSTOMER ASSUMES THE RISK OF USING AND RELYING ON OUTPUT.

Essential Basis. The disclaimers, exclusions, and limitations in these Terms allocate risk between the parties and are an essential basis of the bargain. They apply even if a remedy fails of its essential purpose, subject to applicable law.

Customer Indemnity. Customer will defend, indemnify, and hold harmless Everyn, its affiliates, and their officers, directors, employees, contractors, licensors, and service providers from third-party claims, damages, losses, liabilities, judgments, costs, and reasonable attorneys’ fees to the extent caused by: (a) Customer Content that allegedly infringes, misappropriates, or violates third-party rights; (b) Customer’s or an Authorized User’s prohibited use of the Services or Output; (c) Customer’s material breach of these Terms; or (d) Customer’s violation of applicable law. This obligation does not apply to the extent a claim is caused by Everyn’s gross negligence or willful misconduct.

Procedure. Everyn will give Customer prompt notice of an indemnified claim and reasonable cooperation at Customer’s expense. A delay in notice relieves Customer of its obligations only to the extent the delay materially prejudices the defense. Customer may control the defense and settlement, but may not settle in a way that admits fault by, imposes obligations on, or requires payment from an indemnified party without that party’s prior written consent. Everyn may participate with counsel at its own expense.

Excluded Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EVERYN, ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, AND THEIR RESPECTIVE PERSONNEL (COLLECTIVELY, THE “EVERYN PARTIES”) WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES; LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, OR DATA; BUSINESS INTERRUPTION; OR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS, EVEN IF ADVISED THAT SUCH DAMAGES WERE POSSIBLE.

Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF EVERYN AND THE OTHER EVERYN PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE FEES CUSTOMER PAID TO EVERYN FOR THE SERVICES DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY OR (B) ONE HUNDRED U.S. DOLLARS (US $100). MULTIPLE CLAIMS DO NOT EXPAND THIS LIMIT.

Scope. These limitations apply to all theories of liability, whether in contract, tort, strict liability, statute, or otherwise. Nothing in these Terms excludes liability that cannot lawfully be excluded or limited.

Informal Resolution. Before starting arbitration or litigation, the party asserting a dispute must send an individualized written notice describing the facts, claims, requested relief, and a good-faith settlement demand. Notice to Everyn must be sent to legal@geteveryn.com and Everyn, Inc., 6350 Columbia Circle, Fishers, Indiana 46038. Notice to Customer may be sent to the account email or billing address. The parties will confer personally and in good faith by telephone or videoconference. No proceeding may begin until 45 days after a compliant notice is received, and limitations periods will be tolled during that period.

Agreement to Arbitrate. Except for the exclusions in Section 16.3, any dispute, claim, or controversy arising out of or relating to the Services, these Terms, or the relationship between the parties will be resolved exclusively by final and binding individual arbitration under the Federal Arbitration Act. Arbitration will be administered by JAMS before one neutral arbitrator under the JAMS Streamlined Arbitration Rules and Procedures then in effect, as modified by these Terms. If JAMS consumer standards apply notwithstanding the parties’ intended business relationship, those standards will apply. The arbitrator has exclusive authority to decide the scope and enforceability of this agreement to arbitrate, except that a court will decide whether an arbitration agreement was formed, whether assent was valid, whether an opt-out was timely and effective, and whether the class-action waiver is enforceable. Hearings may occur remotely; otherwise they will occur in Hamilton County, Indiana, unless the arbitrator determines another location is required by applicable law. Judgment on the award may be entered in any court of competent jurisdiction.

Excluded Claims. Either party may bring an individual action in small-claims court if it remains within that court’s jurisdiction. Either party may seek temporary or preliminary injunctive relief in court to prevent actual or threatened infringement or misappropriation of intellectual property, unauthorized access to the Services, or a security breach, without waiving arbitration of the underlying dispute.

Fees and Remedies. JAMS rules govern arbitration fees, subject to applicable law and any applicable JAMS minimum standards. The arbitrator may award the same individualized remedies a court could award and must apply these Terms and applicable law. The award must be written and state the essential findings and conclusions. Each party will bear its own attorneys’ fees unless a statute or valid contract authorizes an award.

Class and Jury Waivers. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL. EACH PARTY MAY BRING CLAIMS ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT COMBINE CLAIMS OF DIFFERENT PERSONS OR ENTITIES.

Thirty-Day Opt-Out. Customer may opt out of Sections 16.2, 16.4, and 16.5 by sending a written opt-out notice within 30 days after first accepting these Terms. The notice must identify Customer and the account email, be personally signed by the individual accepting these Terms or an authorized representative, and clearly state that Customer opts out of arbitration. Send the notice to legal@geteveryn.com or Everyn, Inc., 6350 Columbia Circle, Fishers, Indiana 46038. Opting out will not affect any other provision or prior arbitration agreement between the parties.

Severability. If any portion of this Section 16 is found unenforceable, it will be severed and the remainder will remain effective, except that if the prohibition on class or representative arbitration is found unenforceable for a particular claim or remedy, that claim or remedy will proceed in court and the remaining claims will be arbitrated. If the entire agreement to arbitrate is unenforceable, Section 16.8 will govern.

Court Proceedings. For any dispute not subject to arbitration, each party irrevocably submits to the exclusive jurisdiction and venue of the state courts located in Hamilton County, Indiana, and the United States District Court for the Southern District of Indiana, and waives objections based on venue or inconvenient forum.

Updates. Everyn may update these Terms from time to time. Everyn will post the updated Terms and revise the “Last revised” date. If a change materially reduces Customer’s rights or increases Customer’s obligations, Everyn will provide additional notice through the Services or by email before the change takes effect when reasonably practicable. Changes required for legal, regulatory, security, or abuse-prevention reasons may take effect sooner, but they will not retroactively alter dispute rights or a prior arbitration opt-out.

Acceptance of Changes. Everyn will obtain renewed affirmative assent before a material change to arbitration, class or jury waivers, limitations of liability, Customer Content use rights, model training, or other dispute rights becomes binding. Arbitration changes apply only prospectively, and a prior valid opt-out remains effective unless Customer separately agrees otherwise. Other material changes to a paid subscription will ordinarily take effect at the next renewal after notice and may be accepted through continued use when permitted by law. If Customer does not agree, Customer must stop using the Services and cancel before the effective date.

Governing Law. These Terms are governed by the Federal Arbitration Act and, to the extent state law applies, the laws of the State of Indiana, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Notices. Everyn may provide operational and legal notices through the Services or to Customer’s account email. Customer must keep that email current. Notices to Everyn must be sent to legal@geteveryn.com, except that formal dispute notices must also satisfy Section 16.1.

Assignment. Customer may not assign or transfer these Terms or an account without Everyn’s prior written consent. Everyn may assign these Terms in connection with a merger, reorganization, sale of assets, financing, or transfer to an affiliate. An unauthorized assignment is void.

Export and Sanctions. Customer may not access or use the Services in violation of U.S. export-control or sanctions laws. Customer represents that it is not located in, organized under the laws of, or ordinarily resident in a comprehensively sanctioned jurisdiction and is not a prohibited or restricted party.

Force Majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, except Customer’s payment obligations. Such events may include internet or utility failures, provider outages, labor disputes, natural disasters, war, terrorism, civil unrest, epidemics, and governmental actions.

Independent Parties. The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, fiduciary, agency, or employment relationship, and there are no third-party beneficiaries.

Entire Agreement; Order of Precedence. These Terms, all applicable Orders, and any written addenda signed or electronically accepted by authorized representatives are the entire agreement concerning the Services and supersede prior or contemporaneous understandings on that subject. A data processing addendum controls for personal-data processing; an Order controls commercial terms expressly stated in it; these Terms control otherwise. Purchase-order terms do not apply unless Everyn expressly agrees in writing.

Waiver; Severability. A waiver must be in writing and is not a continuing waiver. If a provision is unenforceable, it will be modified to the minimum extent necessary to make it enforceable or severed, and the remainder will continue in effect, subject to Section 16.7.

Interpretation. Headings are for convenience only. “Including” means “including without limitation.” Electronic communications and records satisfy requirements that communications or agreements be in writing, to the extent permitted by law.

Legal Questions and Notices. Contact Everyn at legal@geteveryn.com or Everyn, Inc., 6350 Columbia Circle, Fishers, Indiana 46038.