CEPWA Terms of Use

1. Eligibility & Accounts

• You must be 18 years or older to use CEPWA.
• You agree to provide accurate information when creating an account, booking a sales call, or registering for a demo.
• You are responsible for maintaining the confidentiality of your login credentials and for all activity under your account.

2. Description of the Service

• Amber & EVARS Framework. CEPWA combines our proprietary EVARS survey framework with advanced large-language-model (LLM) technology to deliver well-being reflections, questions, and practical micro-habits.
• No Medical Care. Neither Amber nor CEPWA provides medical or mental-health diagnosis, treatment, or cure. See Section 9 for the full disclaimer.
• Subscriptions & Pricing.
  • Standard monthly plan: USD 39.99 per employee per month (+ applicable taxes) after a two-month free trial.
  • Annual plan: USD 29.17 per employee per month, billed annually in advance (+ applicable taxes).
  • Promotional discounts or coupon codes may be offered from time to time; each offer will state its specific terms.
  • Monthly (or annual) invoices adjust automatically to the live employee count shown in your dashboard.
  • We will give 30 days’ written notice before any price increase takes effect.
• Payments. Processed through our provider Pebble; we store only tokenised references and the last four digits of your card.
• You may cancel at any time via the Admin dashboard; fees already paid are non‑refundable.

3. User Obligations

You agree NOT to:

• Violate any law or regulation.
• Harass, threaten, or discriminate against others.
• Upload or transmit malicious code or reverse‑engineer any component.
• Use the Service to create a competing product.
• Misrepresent your identity or affiliation.

We may suspend or terminate accounts that breach these obligations.

4. Data Handling & Privacy

Our Privacy Policy (incorporated by reference) explains what information we collect, how we use it, and how long we keep it. Key points include:

By using the Service you consent to the processing described in the Privacy Policy.

5. Payment & Billing

• You authorise Prosilient (via Pebble) to charge the payment method on file each month for the applicable employee headcount.
• Failed payments may result in account suspension.
• We may change prices with 30 days’ notice by email or in‑app message; continued use after the notice period constitutes acceptance.

6. Intellectual Property

All software, content, logos, and underlying AI models (whether owned by Prosilient Systems Inc. or licensed from third parties) are the exclusive property of Prosilient Systems Inc. or its licensors. You receive a limited, non‑exclusive, revocable licence to use the Service for your internal business purposes.

7. Feedback

If you provide comments or suggestions, you grant Prosilient a perpetual, royalty‑free licence to use that feedback for any purpose.

8. Third‑Party Services

CEPWA relies on carefully selected third-party providers—such as payment processors, calendar tools, and secure cloud-processing platforms—to deliver parts of the Service. We contractually require each provider to apply industry-standard security and confidentiality measures. Your use of those services remains subject to their separate terms and privacy policies, and Prosilient Systems Inc. is not liable for acts or omissions outside our reasonable control.

9. Disclaimer of Warranties & AI Notice

• The Service is provided “AS IS” and “AS AVAILABLE.”
• Automated responses may occasionally be incomplete, contextually inappropriate, or offensive. If you encounter such content, please disregard it and notify support@prosilient.com.
• Prosilient disclaims all warranties, express or implied, including fitness for a particular purpose and non‑infringement.

10. Limitation of Liability

To the fullest extent permitted by law, Prosilient will not be liable for indirect, incidental, special, consequential, or punitive damages. Our total liability under these Terms will not exceed (a) USD 100 or (b) the amount you paid to Prosilient in the past 12 months—whichever is greater.

11. Indemnification

You agree to indemnify and hold Prosilient and its affiliates harmless from any claim arising out of (a) your breach of these Terms, (b) your misuse of the Service, or (c) your violation of law.

12. Governing Law & Venue

These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict‑of‑law principles. The state and federal courts located in Wilmington, Delaware have exclusive jurisdiction for any dispute arising from these Terms.

13. Modifications

We may update these Terms to reflect legal, technical, or operational changes. We will post the revised Terms with a new “Last updated” date and notify users if changes are material. Continued use of the Service after the effective date constitutes acceptance.

14. Termination

You may stop using CEPWA at any time. Prosilient may terminate or suspend access (with or without notice) if you breach these Terms or if required by law. Sections 6–12 survive termination.