1. Introduction and Acceptance
These Terms and Conditions (“Terms”) govern access to and use of the Teloris platform and related services (the “Service”), provided by GBC Studios, LLC (Teloris), a Delaware limited liability company with its registered office at 131 Continental Drive, Suite 305, Newark, Delaware 19713, United States (“Teloris,” “we,” “us”). By creating an account, accessing, or using the Service, you (“Customer,” “you”) agree to be bound by these Terms. If you are entering into these Terms on behalf of an organization, you represent and warrant that you have authority to bind that organization.
2. Description of Service
Teloris provides an AI-driven business coordination platform that monitors, analyzes, recommends, and, where authorized, executes actions across connected business systems (including but not limited to sales, marketing, finance, and operations tools). Teloris does not guarantee specific business outcomes; recommendations and automated actions are provided on an “as-is” basis subject to the limitations in Section 9.
3. Business Use Only; Eligibility and Account Registration
The Service is offered exclusively to businesses and professionals acting for purposes relating to their trade, business, or profession, and not to consumers. You must be at least 18 years old and authorized to act on behalf of your organization to register. You are responsible for maintaining the confidentiality of login credentials and for all activity under your account. You must notify us promptly of any unauthorized use.
4. Subscription, Fees, and Payment
Fees are set out in the applicable order form or subscription agreement. Unless otherwise stated, fees are billed in advance on a monthly basis, are non-refundable except as required by law, and are exclusive of all sales, use, value-added, withholding, and similar taxes, which Customer shall pay (other than taxes on Teloris’s net income). We may suspend access for non-payment following 14 days’ written notice.
5. Customer Data and Integrations
“Customer Data” means data you or your connected systems submit to the Service. You retain all ownership rights in Customer Data. You grant Teloris a limited, non-exclusive license to process Customer Data solely to provide, maintain, secure, and improve the Service for you. You are responsible for ensuring you have the necessary rights and consents to connect third-party systems and share data with Teloris. Where Teloris processes personal data on your behalf, the parties’ data protection agreement governs that processing and prevails over these Terms on that subject.
6. Acceptable Use
You agree not to: reverse engineer or attempt to extract source code or underlying models; use the Service to violate any law or third-party right; attempt to circumvent security or access controls; or use the Service to build a competing product.
7. Automated Actions and Human Oversight
Where the Service is configured to execute actions autonomously, Customer is responsible for defining the scope, approval thresholds, and guardrails for such actions. Teloris is not liable for outcomes resulting from actions taken within Customer-defined authorization parameters.
8. Intellectual Property
GBC Studios, LLC (Teloris) and its licensors retain all right, title, and interest, including all copyright, trademark, trade secret, patent, and other intellectual property rights, in and to the Service, including all underlying software, source code, AI models, algorithms, business methodologies, workflows, frameworks, product design, user interface, documentation, and all content made available through the Service (collectively, “Teloris IP”), excluding Customer Data. Nothing in these Terms transfers, assigns, or licenses any Teloris IP to Customer beyond the limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service for Customer’s internal business purposes during the subscription term. Customer shall not, and shall not permit any third party to: copy, modify, or create derivative works of the Service or any Teloris IP; reverse engineer, decompile, or attempt to derive the source code, underlying models, or methodology of the Service; use the Service, or any insights gained from it, to build, market, or support a product or service that competes with Teloris; remove or obscure any proprietary notices; or use the Teloris name, trademarks, or logos without prior written consent. Customer grants Teloris a perpetual, irrevocable, royalty-free, worldwide license to use any feedback, suggestions, or ideas Customer provides about the Service, without restriction or compensation. This Section 8 survives termination of these Terms.
Our public-facing position on ownership is set out in the Intellectual Property & Copyright Notice, and our position on AI training and scraping in the AI Scraping & AI Training Use statement.
9. Disclaimers
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, AND TELORIS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. TELORIS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT RECOMMENDATIONS OR AUTOMATED ACTIONS WILL ACHIEVE ANY PARTICULAR BUSINESS RESULT.
10. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (A) TELORIS’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE FEES PAID BY CUSTOMER FOR THE SERVICE IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; AND (B) TELORIS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR LOSS OF GOODWILL, EVEN IF ADVISED OF THEIR POSSIBILITY. THESE LIMITATIONS DO NOT APPLY TO LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW, INCLUDING LIABILITY FOR FRAUD OR WILLFUL MISCONDUCT.
11. Indemnification
Customer shall defend, indemnify, and hold harmless Teloris and its members, managers, officers, and personnel from and against all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from Customer’s breach of these Terms, misuse of the Service, Customer Data, or violation of applicable law. Teloris will give Customer prompt notice of the claim and reasonable cooperation, at Customer’s expense, and may participate with counsel of its own choosing.
12. Confidentiality
Each party agrees to protect the other’s confidential information with at least the same degree of care it uses for its own confidential information, and not less than reasonable care, and to use it only for the purposes of these Terms.
13. Term and Termination
These Terms remain in effect until terminated. Either party may terminate for the other’s uncured material breach following 30 days’ written notice. Upon termination, Customer’s access ceases and Teloris will make Customer Data available for export for 30 days, after which it may be deleted per our data retention policy. Sections 5, 8 through 12, 14, and 16 survive termination.
14. Governing Law, Jurisdiction, and Dispute Resolution
14.1 Governing law. These Terms, and any dispute, claim, or controversy arising out of or relating to them or to the Service, including their existence, validity, interpretation, performance, breach, or termination, and any non-contractual claim, are governed by the laws of the State of Delaware, United States of America, and the applicable federal laws of the United States, without regard to any choice-of-law or conflict-of-law rules that would result in the application of the laws of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
14.2 Exclusive jurisdiction. Any action or proceeding arising out of or relating to these Terms or the Service shall be brought exclusively in the state courts of the State of Delaware (including the Court of Chancery of the State of Delaware, where it has subject-matter jurisdiction) or in the United States District Court for the District of Delaware. Each party irrevocably submits to the personal jurisdiction of those courts and waives any objection to venue in them, including any objection based on inconvenient forum.
14.3 Injunctive relief. Notwithstanding Section 14.2, Teloris may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property, trade secrets, or confidential information.
14.4 WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE.
14.5 No class actions. Each party may bring claims against the other only in its individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding.
14.6 Mandatory law. Nothing in this Section 14 deprives a party of the protection of provisions that cannot be derogated from by agreement under a law that would apply in the absence of this Section.
15. Changes to These Terms
We may update these Terms from time to time. Material changes will be notified via email or in-app notice at least 30 days before taking effect. Continued use of the Service after the effective date constitutes acceptance of the updated Terms.
16. General
These Terms, together with any order form and data protection agreement, constitute the entire agreement between the parties regarding the Service; in case of conflict, the order form prevails over these Terms. If any provision is found unenforceable, it shall be enforced to the maximum extent permissible and the remaining provisions remain in effect. Neither party may assign these Terms without the other’s consent, except in connection with a merger, acquisition, or sale of all or substantially all of its assets or business. No failure or delay in exercising any right operates as a waiver. Customer shall comply with all applicable export control and economic sanctions laws, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, and represents that it is not located in, or owned or controlled by persons in, a jurisdiction or on a list subject to such sanctions. Legal notices to Teloris shall be sent to legal@teloris.ai and to the registered office stated in Section 1.