Terms of Service

Usermuse, Inc., a Delaware public benefit corporation, doing business as Evermuse

Last Updated: June 8, 2026

These Terms of Service (these “Terms”) are a binding agreement between Usermuse, Inc., a Delaware public benefit corporation, doing business as Evermuse (“Evermuse,” “we,” “us,” or “our”), and the customer agreeing to these Terms (“Customer,” “you,” or “your”), and govern Customer’s access to and use of the Service. By clicking “I agree,” creating an account, purchasing a subscription, or accessing or using the Service, Customer agrees to these Terms. If Customer does not agree, Customer must not access or use the Service.

If the individual accepting these Terms does so on behalf of an organization, that individual represents that they are authorized to bind the organization, and “Customer” refers to that organization. Customer must be at least 18 years old and able to form a legally binding contract. If Customer and Evermuse have executed a separate written agreement governing the Service, that agreement controls to the extent it conflicts with these Terms.

1. Definitions

The following terms, when used in these Terms, have the following meanings:

“Authorized User” means an employee or contractor of Customer whom Customer permits to access and use the Service under Customer’s account.

“Confidential Information” means any information or data disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise reasonably be understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure. Confidential Information does not include information that (a) is in the public domain through no fault of the receiving party; (b) was properly known to the receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to the receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

“Credits” means the units of usage that Customer consumes when using the Service, as described in the applicable plan or Order.

“Customer Data” means any data and information provided by or on behalf of Customer to the Service, and any conversation recordings, transcripts, and other materials that the Service records, captures, or generates on Customer’s behalf. Customer Data excludes System Data.

“Documentation” means the digital instructions, online help files, technical documentation, and user manuals that Evermuse makes available for the Service.

“DPA” means the Data Processing Addendum that Evermuse makes available, which is incorporated into these Terms by reference.

“Order” means an online plan selection or other purchase made through the Service, or a written order that references these Terms, in each case setting forth the applicable plan, fees, permitted usage, and term.

“Outputs” means the analyses, insights, summaries, signals, clusters, briefs, and other results that the Service generates from Customer Data.

“Privacy Policy” means Evermuse’s privacy policy, available at evermuse.com/privacy-policy.

“Service” means Evermuse’s AI-powered platform that transforms customer conversations from sales, product, and customer success teams into actionable roadmap insights, together with Evermuse’s related websites, applications, application programming interfaces (“APIs”), integrations, and Documentation.

“System Data” means data collected by Evermuse regarding the Service that may be used to generate logs, statistics, or reports regarding the performance, availability, usage, integrity, or security of the Service, but excluding Customer Data.

2. The Service

2.1 Provision of the Service. Subject to these Terms and the applicable Order, Evermuse will make the Service available to Customer and hereby grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Service, through its Authorized Users, for Customer’s internal business purposes during the subscription term.

2.2 Data security. Evermuse will maintain a security program materially in accordance with industry standards that is designed to (i) ensure the security and integrity of Customer Data; (ii) protect against threats or hazards to the security or integrity of Customer Data; and (iii) prevent unauthorized access to Customer Data. Evermuse maintains a SOC 2 Type 2 program covering the Security and Confidentiality Trust Services Criteria, and processes personal data as described in the Privacy Policy and the DPA.

2.3 Third-party applications and integrations. The Service may integrate with or otherwise interact with third-party applications, products, and services (“Third-Party Applications”), including the tools and integrations that Customer connects (for example, conferencing, call-recording, messaging, and issue-tracking tools, and MCP endpoints). Third-Party Applications may have their own terms of use and privacy policies, and Customer’s use of them is governed by those terms. Customer is responsible for configuring the data, information, and permissions made available to the Service through these Third-Party Applications, and Evermuse will not exceed the configurations set by Customer.

2.4 Artificial intelligence; Outputs; model training. The Service uses artificial intelligence and machine-learning technologies, including models provided by third-party providers engaged as sub-processors and identified at evermuse.com/data-subprocessors. Evermuse will not use Customer Data to train, fine-tune, or otherwise develop any foundation, generative, or other machine-learning model for the benefit of any third party or for Evermuse’s general model development, and Evermuse does not train its own models on Customer Data. Evermuse maintains contractual agreements with the AI sub-processors it engages that prohibit those providers from using Customer Data to train their models and that require that no Customer Data is retained by those providers after processing is complete. Outputs are generated by artificial intelligence and may contain errors, omissions, or inaccuracies; Outputs are provided for informational purposes and should be reviewed by qualified personnel before Customer relies on them, and Customer is solely responsible for decisions made based on Outputs. Because of the nature of AI, Outputs are not necessarily unique, and the Service may generate similar Outputs for other customers. As between the parties, Customer owns the Outputs derived from its Customer Data.

2.5 Availability. Evermuse will use commercially reasonable efforts to make the Service available, excluding scheduled or emergency maintenance and any factors outside Evermuse’s reasonable control. Evermuse does not offer a separate service level agreement at this time, and this Section 2.5 does not modify the disclaimers in Section 8.

2.6 Changes to the Service. Evermuse may modify, enhance, or update the Service from time to time and will not materially degrade the core functionality of the Service during a paid subscription term.

2.7 Free trials, promotional offers, and beta features. Evermuse may offer free trials, free or promotional credits, free tiers, or other free, discounted, or evaluation access to the Service, as well as features designated as beta, preview, or evaluation (“Beta Features”), in each case on the terms specified for the offer (including its duration, scope, any usage allowance, and whether and how it converts to a paid plan). Free, promotional, and evaluation access and Beta Features are provided “AS IS,” without warranty, and may be changed, suspended, or discontinued at any time. Evermuse may delete Customer Data associated with a free trial, promotional offer, or Beta Feature a reasonable period after it ends.

3. Accounts and Customer Responsibilities

3.1 Accounts. To use certain features of the Service, Customer must create an account. Customer is responsible for all use of the Service under its account and for the acts and omissions of its Authorized Users as if they were Customer’s own, will use commercially reasonable efforts to prevent unauthorized access to or use of the Service, and will promptly notify Evermuse at legal@evermuse.com of any known or suspected unauthorized access or use or other breach of security. Customer is responsible for obtaining and maintaining any equipment, software, and ancillary services needed to connect to and use the Service.

3.2 Customer-administered controls. The security of the Service depends in part on controls that only Customer can administer. Customer is responsible for: (a) administering its Authorized Users’ access rights, including approving, removing, and periodically reviewing access; (b) configuring and enforcing its own password and multi-factor authentication requirements for its Authorized Users; (c) supervising and controlling its Authorized Users’ use of the Service; and (d) maintaining its own backup and business-continuity plans for any critical reliance on the Service.

3.3 Rights, consents, and recording consent. Customer represents and warrants that it has, and will maintain, all rights, consents, permissions, and lawful bases necessary to provide Customer Data to the Service and to authorize Evermuse’s processing of Customer Data as contemplated by these Terms and the DPA. Where the Service records, ingests, transcribes, or analyzes calls, meetings, or other conversations, Customer is solely responsible for providing all notices to, and obtaining all consents from, participants and other data subjects required by applicable law, including two-party or all-party consent, wiretap, and data-protection laws, and will not use the Service to capture conversations where prohibited.

3.4 Compliance. Customer is responsible for ensuring that its use of the Service, and the Customer Data it provides, complies with all applicable laws and regulations, and for the accuracy, quality, and legality of Customer Data.

4. Fees

4.1 Plans, fees, and billing. The Service is offered through subscription plans and other offerings, each reflected in an Order. The fees, billing periods, and pricing structure for the Service are as specified in the applicable plan or Order and may take any form Evermuse offers from time to time, including, for example, subscription fees, per-seat or per-user fees, usage-based or credit-based fees, included or free allowances or credits, paid or overage credits or usage, one-time or professional-services fees, or any combination of these, billed monthly, annually, or on any other basis stated. A plan or Order may also specify eligibility criteria, usage allowances, user or seat limits, and other parameters, and Customer may be required to move to a different plan (including an enterprise plan available by contacting Evermuse) if it exceeds them or requires additional capacity, users, or capabilities. Customer will pay all fees for its plan or Order. For plans or subscriptions purchased online, Customer authorizes Evermuse (or its payment processor) to charge Customer’s designated payment method on a recurring basis for all applicable fees, including any usage or overage charges, and each renewal, until cancelled. For invoiced subscriptions, Customer will pay undisputed amounts within thirty (30) days of the invoice date unless a different date is specified in the Order. Except as otherwise specified in these Terms or an Order, fees are quoted and payable in United States dollars, payment obligations are non-cancelable, and fees paid are non-refundable. Evermuse may change its plans, fees, pricing structure, allowances, rates, and limits, effective upon renewal, by providing at least thirty (30) days’ prior notice.

4.2 Late payment. Evermuse may suspend access to the Service immediately upon notice if Customer fails to pay any undisputed amounts at least fifteen (15) days past the applicable due date. Interest will accrue on past-due amounts at the rate of one percent (1%) per month, but no greater than the highest rate allowed by law, calculated from the due date until paid.

4.3 Taxes. All amounts payable are exclusive of any sales, use, and other taxes or duties, however designated (“Taxes”). Customer is solely responsible for all Taxes, except for taxes based on Evermuse’s income. Customer will not withhold any Taxes from amounts due to Evermuse.

5. Proprietary Rights

5.1 Ownership. As between the parties, Customer owns its Customer Data, the Outputs derived from its Customer Data, and Customer’s Confidential Information. As between the parties, Evermuse exclusively owns all right, title, and interest in and to the Service, System Data, and Evermuse’s Confidential Information. Except for the limited rights expressly granted, no rights are granted by implication or otherwise.

5.2 License to Customer Data. Customer grants Evermuse a non-exclusive, worldwide, royalty-free license to host, store, process, transmit, and display Customer Data, and to create derivative works of Customer Data, solely as necessary to (a) provide, maintain, secure, and support the Service for Customer and its Authorized Users; (b) route or deliver Customer Data and Outputs to the Third-Party Applications and integrations that Customer connects or directs; and (c) create and run evaluations using Customer Data to assess, measure, and test the performance, accuracy, and quality of the Service, including how the Service is performing for Customer. Such evaluations are used to measure and support the quality of the Service and do not involve training models on Customer Data, consistent with Section 2.4. Evermuse will not sell Customer Data or distribute it to any third party except as directed by Customer or as expressly permitted by these Terms and the DPA.

5.3 Feedback. If Customer provides Evermuse suggestions, comments, or other feedback regarding the Service (“Feedback”), Evermuse will have the full, unencumbered right, without obligation to compensate Customer, to use and exploit such Feedback in connection with its products and services.

5.4 Product usage information. Evermuse may aggregate, collect, and analyze System Data and other information relating to the performance of the Service (excluding Customer Data) and will be free, during and after the term, to (i) use such data to operate, secure, and improve its products and services, and (ii) disclose such data solely in an aggregated and de-identified format that does not identify Customer or any individual.

6. Confidentiality; Acceptable Use

6.1 Confidentiality. Each party will use the Confidential Information of the other party solely in accordance with these Terms and will not disclose it, directly or indirectly, to any third party without the other party’s prior written consent, except (a) to its employees, officers, directors, attorneys, auditors, financial advisors, and other representatives who have a need to know and are bound by confidentiality obligations consistent with these Terms; and (b) as required by law (in which case the receiving party will provide prior written notice where permitted, provide the opportunity to contest disclosure, and use reasonable efforts to minimize disclosure). Customer Data is Customer’s Confidential Information. Neither party will disclose the terms of these Terms to any third party, except that either party may confidentially disclose them to actual or potential lenders, investors, or acquirers. In the event of actual or threatened breach of this Section, the non-breaching party is entitled to seek immediate injunctive and other equitable relief. These obligations survive termination.

6.2 Acceptable use. Customer will not, and will not permit any third party to: (a) reverse engineer, decompile, disassemble, modify, or create derivative works of, or otherwise attempt to derive, the source code, models, or model weights underlying the Service; (b) probe, scan, or test the vulnerability of the Service, breach its security or authentication measures without authorization, or render any part of the Service unusable; (c) use the Service to develop a product or service competitive with the Service, or engage in competitive analysis or benchmarking; (d) transfer, distribute, resell, lease, license, or assign the Service, or offer it on a standalone basis, to any third party other than Authorized Users; (e) use the Service to generate or disseminate content that is illegal, obscene, defamatory, threatening, harassing, hateful, or racially or ethnically offensive; (f) use the Service in violation of applicable law (including export law) or outside the scope expressly permitted; (g) use the Service, Outputs, or Customer Data to train or develop any machine-learning model or competing service; (h) submit data that Customer lacks the rights or consents to provide; or (i) abuse, overload, scrape, or circumvent rate limits or access controls of the Service, APIs, or MCP endpoints, or access the Service by automated means except through documented interfaces. Evermuse may suspend access to address a violation that poses a security, legal, or operational risk, with notice where practicable.

7. Privacy and Data Protection

Evermuse processes personal data in accordance with the Privacy Policy and the DPA. The DPA, including the Standard Contractual Clauses incorporated into it, is incorporated into these Terms by reference and applies where Evermuse processes personal data on Customer’s behalf. To the extent of any conflict between these Terms and the DPA regarding the processing of personal data, the DPA controls.

8. Warranties and Disclaimers

8.1 Service warranty. Evermuse warrants that it will, consistent with prevailing industry standards, provide the Service in a professional and workmanlike manner and that the Service will conform in all material respects with the Documentation. For material breach of this warranty, Customer’s exclusive remedy is re-performance of the deficient Service or, if Evermuse cannot re-perform within thirty (30) days after written notice of the breach, termination of the affected Order and a refund of prepaid, unused fees for the terminated portion of the subscription term.

8.2 Mutual authority. Each party warrants that it has the authority to enter into these Terms.

8.3 Disclaimers. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, EACH PARTY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER ACKNOWLEDGES THAT THE SERVICE IS INTENDED TO AUGMENT, NOT REPLACE, CUSTOMER’S EXISTING SYSTEMS, PROCESSES, AND JUDGMENT. THE SERVICE, OUTPUTS, FREE TRIALS, AND BETA FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND EVERMUSE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT OUTPUTS WILL BE ACCURATE OR COMPLETE.

9. Indemnification

9.1 Indemnity by Evermuse. Evermuse will defend Customer against any claim, demand, suit, or proceeding (“Claim”) made or brought against Customer by a third party alleging that the Service as provided by Evermuse infringes or misappropriates a United States patent, copyright, or trade secret, and will indemnify Customer for damages finally awarded against Customer (or any settlement approved by Evermuse) in connection with such Claim, provided that (a) Customer promptly notifies Evermuse of the Claim, (b) Evermuse has sole authority to defend and settle the Claim (provided that Evermuse may not settle a Claim without Customer’s prior written consent, not unreasonably withheld, unless the settlement unconditionally releases Customer of all related liability), and (c) Customer reasonably cooperates. If use of the Service has become, or in Evermuse’s opinion is likely to become, the subject of an infringement Claim, Evermuse may, at its option and expense, (i) procure the right for Customer to continue using the Service; (ii) replace or modify the Service to make it non-infringing with comparable functionality; or (iii) if (i) and (ii) are not reasonably practicable, terminate the affected Order and refund prepaid, unused fees. Evermuse has no obligation for any Claim to the extent caused by (A) designs, guidelines, or specifications provided by Customer; (B) use of the Service not in accordance with these Terms; (C) modification of the Service by or on behalf of Customer; (D) Customer’s Confidential Information or Customer Data; or (E) combination or use of the Service with products or services not provided by Evermuse where the Service alone would not be infringing (clauses (A)–(E), the “Excluded Claims”). This Section states Evermuse’s entire liability, and Customer’s exclusive remedy, for any Claim relating to infringement or misappropriation of intellectual property.

9.2 Indemnity by Customer. Customer will defend Evermuse against any Claim made or brought against Evermuse by a third party arising out of (i) the Excluded Claims, (ii) Customer Data, or (iii) Customer’s breach of Section 3.3 (Rights, Consents, and Recording Consent), and will indemnify Evermuse for damages finally awarded against Evermuse (or any settlement approved by Customer) in connection with such Claim, provided that (a) Evermuse promptly notifies Customer of the Claim, (b) Customer has sole authority to defend and settle the Claim (provided that Customer may not settle a Claim without Evermuse’s prior written consent, not unreasonably withheld, unless the settlement unconditionally releases Evermuse of all liability), and (c) Evermuse reasonably cooperates.

10. Limitation of Liability

EXCEPT FOR EITHER PARTY’S INDEMNIFICATION OBLIGATIONS OR BREACH OF SECTION 6.1 (CONFIDENTIALITY), UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL EITHER PARTY BE LIABLE TO THE OTHER UNDER THESE TERMS FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR LOST CONTENT OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (B) EXCLUDING CUSTOMER’S PAYMENT OBLIGATIONS, ANY AGGREGATE DAMAGES, COSTS, OR LIABILITIES IN EXCESS OF THE FEES PAID TO EVERMUSE UNDER THE APPLICABLE ORDER DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. Term and Termination

11.1 Term. These Terms commence when Customer first accepts them or accesses the Service and continue until terminated as set forth below. The term of each Order begins on its start date and continues for the subscription term selected. Except as set forth in an Order, each subscription automatically renews for successive renewal terms equal to the initial term, unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term. For subscriptions billed monthly, Customer may cancel through its account settings effective at the end of the then-current monthly period.

11.2 Termination. Either party may terminate these Terms or the applicable Order upon written notice if the other party commits a material breach and fails to remedy it within thirty (30) days after written notice, or upon the other party’s liquidation, dissolution, assignment for the benefit of creditors, or a bankruptcy or similar proceeding not dismissed within sixty (60) days. Evermuse may suspend or terminate the Service for breach of Section 6.2 (Acceptable Use), a security risk, or non-payment as described in Section 4.2.

11.3 Effect of termination; data export and deletion. Upon expiration or termination, Customer’s right to access the Service ends and Customer remains responsible for fees accrued before termination. For thirty (30) days after termination, Evermuse will make Customer Data available for export; thereafter Evermuse will delete Customer Data from active systems within sixty (60) days and from backups in the ordinary course of its retention cycle, except as required by law, consistent with the DPA and Evermuse’s Data Protection Policy. Upon request, each party will return or destroy the other party’s Confidential Information in its possession.

11.4 Survival. Provisions that by their nature should survive termination will survive, including Section 5 (Proprietary Rights), Section 6 (Confidentiality; Acceptable Use), Section 8 (Disclaimers), Section 9 (Indemnification), Section 10 (Limitation of Liability), Section 11, Section 12, and any accrued payment obligations.

12. General

12.1 Publicity. Evermuse may refer to Customer’s name and trademarks in Evermuse’s marketing materials and on its website; however, Evermuse will not use Customer’s name or trademarks in any other publicity (for example, press releases, customer references, and case studies) without Customer’s prior written consent (which may be by email). Customer may opt out of identification under the first sentence by emailing legal@evermuse.com.

12.2 Assignment. Neither party may assign or transfer these Terms, in whole or in part, without the other party’s prior written consent, except that either party may assign these Terms without consent to a successor to all or substantially all of its assets or business related to these Terms. Any attempted assignment in violation of this Section is void. Subject to the foregoing, these Terms bind the parties and their successors and assigns.

12.3 Changes to these Terms. Evermuse may update these Terms from time to time for operational, legal, or regulatory reasons. Evermuse will notify Customer of any material change by posting the updated Terms and providing notice by email at least thirty (30) days before the change takes effect. Customer’s continued use of the Service after the effective date constitutes acceptance. If Customer objects to a material change, Customer may terminate its subscription before the change takes effect and receive a refund of prepaid, unused fees for the terminated portion of the subscription term. Where Customer purchases the Service under a written, mutually executed Order, changes to that Order require the written agreement of both parties.

12.4 Waiver. No waiver of any right under these Terms is effective unless in writing, and no waiver applies to any subsequent or other violation. A party’s failure or delay in enforcing a provision is not a waiver of future enforcement.

12.5 Relationship. The parties are independent contractors. Nothing in these Terms creates any partnership, agency, employment, or joint venture, and neither party may bind the other. There are no third-party beneficiaries.

12.6 Severability. If any provision is held invalid, illegal, or unenforceable, it will be enforced as nearly as possible in accordance with the parties’ intent, and the remaining provisions remain in full force and effect.

12.7 Governing law. These Terms are governed by the laws of the State of Delaware, exclusive of its rules governing choice of law and conflicts of law, and will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. The parties will first attempt to resolve any dispute informally; any unresolved dispute will be subject to the exclusive jurisdiction of the state and federal courts located in Delaware.

12.8 Notices. Notices to Evermuse must be sent to legal@evermuse.com. Notices to Customer may be sent to the email associated with its account or posted within the Service. Notices are effective upon receipt.

12.9 Entire agreement; precedence. These Terms, the applicable Order, the DPA, and the Privacy Policy are the entire agreement between the parties regarding the Service and supersede all prior and contemporaneous proposals, statements, and agreements (oral and written). In the event of conflict, the following order of precedence applies: (a) the Order; (b) these Terms; (c) the DPA; and (d) the Privacy Policy; provided that the DPA controls with respect to the processing of personal data, and the Standard Contractual Clauses control over the DPA with respect to international data transfers. No oral or written information or advice given by Evermuse will create a warranty or increase the scope of the warranties in these Terms.

12.10 Force majeure. Neither party will be in breach for any delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control, including natural disaster, act of God, labor controversy, civil disturbance, terrorism, war, cyber attacks (for example, denial-of-service attacks), inability to obtain essential supplies or services, or any change in or adoption of any law, regulation, judgment, or decree.

12.11 Government end users. The Service, including related software and technology, is provided for ultimate federal government end use solely in accordance with these Terms. If Customer is a government agency, department, or entity, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Service or any related documentation is restricted by these Terms, and the Service was developed fully at private expense.

12.12 Export and sanctions. Customer represents that it is not located in, and will not use the Service in, a jurisdiction subject to comprehensive sanctions, is not identified on any applicable restricted-party list, and will comply with applicable export-control and sanctions laws.

12.13 Interpretation. For purposes of these Terms, “including” means “including without limitation.” Headings are for convenience only. These Terms may be accepted electronically.

13. Contact

Questions about these Terms may be sent to legal@evermuse.com — Usermuse, Inc. d/b/a Evermuse.