Terms of Service

"Authorized User" means your employees, consultants, contractors, and agents who are authorized to access and use the Platform under these Terms.

"Confidential Information" means any non-public information disclosed by one party to the other in connection with these Terms, whether orally, in writing, or by inspection, including business plans, technical data, product roadmaps, pricing, Customer Data, and the terms of any Order. Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was known to the receiving party before disclosure; (iii) is independently developed without use of the disclosing party's Confidential Information; or (iv) is rightfully received from a third party without restriction.

"Customer Data" means information, data, and other content submitted, posted, or transmitted by or on behalf of you or an Authorized User through the Platform. Customer Data does not include Usage Data.

"Documentation" means Conway's end user documentation relating to the Platform made available from time to time.

"Order" means an order form, statement of work, or similar document executed by both parties that references these Terms and specifies the scope of services, fees, and subscription period.

"Output" means content generated by the Platform based on Customer Data you provide.

"Platform" means Conway's proprietary software platform, as made available to Authorized Users from time to time.

"Usage Data" means usage data collected and processed by Conway in connection with your use of the Platform, including activity logs, data used to optimize and maintain performance, and data used to investigate and prevent system abuse.

Each party agrees to protect the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care. The receiving party will not disclose Confidential Information to any third party except to its employees, contractors, and advisors who need access to perform under these Terms and who are bound by obligations of confidentiality at least as protective as those set forth here.

The receiving party may disclose Confidential Information to the extent required by law, regulation, or court order, provided it gives the disclosing party prompt written notice (where legally permitted) and cooperates with any effort to obtain protective treatment.

Confidentiality obligations under this section survive termination of these Terms for a period of three (3) years, except with respect to trade secrets, which remain protected for as long as they qualify as trade secrets under applicable law.

Conway processes Customer Data only as necessary to provide the Platform and related services to you, in accordance with your instructions. Conway does not use Customer Data for any other purpose, including training models or developing products for other customers.

Where Conway processes personal data on your behalf, the terms of our Data Processing Agreement apply. In the event of a conflict between these Terms and the Data Processing Agreement with respect to the processing of personal data, the Data Processing Agreement controls.

Conway's collection and use of personal data from website visitors and business contacts is described in our Privacy Policy.

You shall pay all fees identified in your Order. Fees are non-refundable. If you pay via invoice, payment is due within thirty (30) calendar days. Late payments may incur interest at 1.5% per month.

If you dispute an invoice in good faith, notify Conway in writing before the due date, identifying the disputed amount and the basis for the dispute. Conway will not suspend access while the parties work in good faith to resolve the dispute. Undisputed amounts remain due on the original schedule.

Conway may suspend access for undisputed non-payment after providing ten (10) days written notice.

Your subscription begins on the effective date specified in your Order and continues for the period identified therein. Subscriptions automatically renew for successive periods of the same length unless either party gives thirty (30) days written notice of non-renewal before the end of the then-current period.

Either party may terminate for material breach if the breach remains uncured thirty (30) days after written notice. Conway may also terminate or suspend access immediately if you violate the Use Restrictions.

Upon termination, you must cease use of the Platform and delete all Conway materials in your possession. Conway will make Customer Data available for export for thirty (30) days following termination, after which Conway may delete it.

Conway warrants that the Platform will perform materially in accordance with the Documentation during your subscription period. If Conway breaches this warranty, your exclusive remedy is for Conway to correct the non-conformity or, if correction is not commercially reasonable, terminate your subscription and refund prepaid fees for the unused portion.

Except as expressly set forth above, the Platform is provided "as is." Conway disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. Conway does not warrant that Output will be accurate, complete, or free from error.

Except for breach of confidentiality obligations, gross negligence, fraud, or willful misconduct, neither party will be liable for consequential, incidental, indirect, exemplary, special, or punitive damages, including lost profits or loss of data.

Each party's total aggregate liability under these Terms will not exceed the amounts paid or payable to Conway in the twelve (12) months preceding the claim.

Governing Law. These Terms are governed by the laws of the State of California without regard to conflict of law principles.

Dispute Resolution. Any disputes must be brought in the state or federal courts located in San Francisco, California.

Assignment. Neither party may assign these Terms without the other party's prior written consent, except in connection with a merger, acquisition, or sale of all or substantially all of its assets.

Entire Agreement. These Terms, together with any Orders, the Data Processing Agreement, and any other documents expressly incorporated by reference, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior agreements and understandings.

Amendments. Conway may update these Terms from time to time. Material changes will be communicated with at least thirty (30) days notice. Continued use of the Platform after the effective date of updated Terms constitutes acceptance.

Severability. If any provision of these Terms is held unenforceable, the remaining provisions will continue in full force and effect.

Waiver. Failure to enforce any provision of these Terms does not constitute a waiver of that provision.

Notices. Notices must be in writing and sent to the addresses specified in the applicable Order, or to team@conway.ai for notices to Conway.