Terms of Use and Subscription License

1. Acceptance, business use, definitions, and order of precedence

By accessing or using the Services, you agree to these Terms and represent that you are legally able to enter into them. If you access or use the Services for an organization, you represent that you have authority to bind that organization. Authorized Users must be at least 18 years old or the age of legal majority where they live.

The Services are intended for business and professional use. Nothing in these Terms waives any right that applicable law does not permit the parties to waive.

For these Terms: “Customer” means the individual or organization that purchases or is assigned the subscription; “Authorized User” means a named individual assigned valid access; “Services” means the Collablynx websites, portal, APIs, subscriptions, and subscribed Vantage, Cadence, or DocuForge products; “Customer Data” means data or content submitted to or collected through the Services on Customer’s behalf; “Customer Content” means documents, prompts, text, files, configurations, and other content included within Customer Data; “Customer Output” means customer-specific reports, documents, dashboards, or other output generated through the Services; “Documentation” means Collablynx’s published product documentation; and “Order” means an accepted order form, checkout transaction, marketplace order, or other written purchase record.

If documents conflict, a signed master agreement controls to the extent it expressly supersedes these Terms; a subject-specific DPA, BAA, security addendum, or product addendum controls for its subject matter; and an Order controls product, quantity, term, and commercial details. Terms printed on a Customer purchase order or procurement document do not modify these Terms unless Collablynx expressly agrees in a writing signed by an authorized representative.

2. Limited subscription license and product scope

Subject to payment, an active subscription, and compliance with these Terms, Collablynx grants Customer a limited, revocable, nonexclusive, nontransferable, and nonsublicensable right for Authorized Users to access the purchased Services during the applicable subscription term for Customer’s internal business purposes. The Services are licensed or provided as a subscription service, not sold.

Rights are limited to the purchased products, editions, organizations, environments, seats, usage quantities, APIs, features, and subscription term stated in the Order. Customer affiliates may use the Services only when expressly included in the Order or assigned valid seats under the same Customer organization. No implied rights are granted.

3. Authorized Users, subscription ownership, and seat assignment

The Customer controls its subscription relationship and purchased seats. Every Authorized User must have a unique account tied to that individual.

• Individual or single-user plan: the named purchaser is the sole Authorized User unless Collablynx approves a permanent reassignment.
• Team, Business, or Enterprise plan: the Customer may assign purchased seats to employees, contractors, or other approved personnel who are bound by confidentiality and acceptable-use obligations.
• Seats may not be concurrently shared, pooled among unnamed persons, rotated primarily to avoid purchasing required licenses, rented, resold, or transferred outside the subscribing organization.
• When a person no longer requires access, the Customer may reassign the seat in accordance with the applicable plan and administrative controls, but the former user must no longer retain account access.

4. Account security, MFA, and license integrity

Users must keep credentials confidential, use required multifactor authentication, secure their devices and recovery methods, and promptly notify Collablynx of suspected compromise. Users may not disclose passwords, authentication codes, passkeys, recovery methods, tokens, API keys, session cookies, or account access to another person.

Credential sharing, impersonation, bypassing entitlements, accessing another organization without authorization, using another person’s account, or enabling an unlicensed person to use the Services is prohibited and constitutes a material breach. Depending on the facts and applicable law, such conduct may also implicate laws concerning unauthorized access, fraud, privacy, confidential information, or intellectual property.

Consistent with the Privacy Policy and applicable law, Collablynx may use account, device, IP, concurrency, session, entitlement, and audit signals reasonably necessary to secure the Services, investigate suspected misuse, and verify license compliance. Collablynx may revoke sessions, require re-verification, suspend affected accounts, notify Customer administrators, preserve relevant evidence, and take other proportionate measures permitted by these Terms.

5. Acceptable use and restrictions

Customer and Authorized Users may not:

• reverse engineer, decompile, disassemble, copy, modify, frame, mirror, scrape, or create derivative works of the Services except to the limited extent applicable law expressly prevents such restrictions;
• circumvent security controls, rate limits, tenant isolation, license checks, product entitlements, usage controls, or technical restrictions;
• introduce malware, exploit vulnerabilities, interfere with availability, conduct unauthorized penetration testing, or attempt unauthorized access to systems, accounts, data, or networks;
• resell, white-label, sublicense, rent, timeshare, provide service-bureau access, or otherwise make the Services available to third parties unless expressly authorized in writing;
• use nonpublic Services, Documentation, interfaces, or access to develop, train, benchmark, or improve a competing product or service, except where expressly authorized in writing or where applicable law provides a nonwaivable right;
• use the Services for unlawful, deceptive, infringing, abusive, discriminatory, dangerous, sanctions-prohibited, or privacy-invasive activity;
• submit data Customer does not have the legal authority to process or use the Services to violate another person’s rights; or
• use alerts, AI output, generated documents, schedules, recommendations, or other product output as the sole substitute for required professional, legal, medical, financial, security, regulatory, or human judgment.

6. Customer Data, Customer Output, Service Data, and regulated information

6.1 Customer Data

As between the parties, Customer retains its rights in Customer Data. Customer is responsible for lawful collection, notices and consents, user permissions, data classification, connected-system permissions, retention requirements, and the accuracy and legality of Customer Data.

Customer grants Collablynx the limited rights reasonably necessary to host, transmit, reproduce, transform, secure, back up, and otherwise process Customer Data to provide, operate, maintain, secure, bill for, troubleshoot, and support the subscribed Services in accordance with the applicable agreement and Privacy Policy. Where Collablynx processes personal data on Customer’s behalf as a processor or service provider, an applicable DPA controls when executed or incorporated into the Order. This license does not authorize Collablynx to use Customer Content to train generalized public AI models unless Customer expressly authorizes that use in writing.

6.2 Customer Output and AI-generated material

Subject to payment of applicable fees, Collablynx Technology, third-party rights, and applicable law, Customer may use Customer Output for its internal business purposes. To the extent Collablynx owns transferable rights in Customer Output created specifically for Customer, Collablynx assigns those rights to Customer upon payment, excluding Collablynx Technology, reusable product components, templates, system prompts, workflows, methodologies, and third-party materials.

AI-generated material may not be unique, may contain errors, and may not qualify for intellectual-property protection in every jurisdiction. Customer is responsible for reviewing Customer Output before relying on, publishing, filing, distributing, or using it for a regulated or high-impact purpose.

6.3 Service Data

Collablynx may generate operational, security, diagnostic, usage, billing, and performance metadata about operation of the Services (“Service Data”). Collablynx may use Service Data to provide, secure, meter, maintain, analyze, and improve the Services. When Service Data is used outside the direct Customer relationship, Collablynx will use aggregated or de-identified information that does not reasonably identify Customer or an individual and does not disclose Customer Content, except as otherwise permitted by the Privacy Policy or applicable agreement.

6.4 Regulated and restricted information

Customer must not submit regulated or restricted data unless the applicable Order or written addendum expressly authorizes the data type and the specific product configuration is designated for that use. A contractual authorization does not by itself make every product, region, integration, AI provider, or configuration appropriate for regulated data.

Protected Health Information or electronic PHI may be processed only under an executed Business Associate Agreement and an approved configuration. Classified information, export-controlled technical data, criminal-justice information, payment-card data, education records, nonpublic financial information, biometric or genetic information, children’s data, or other specially regulated information requires express written authorization and appropriate safeguards. The Privacy and Data Protection Policy provides additional detail.

7. Third-party services, AI providers, and integrations

Customer-selected identity providers, cloud platforms, AI providers, payment processors, marketplaces, collaboration systems, data sources, and other integrations may be governed by separate third-party terms. Customer authorizes the data exchange reasonably required for integrations it enables.

Third-party services may change, suspend, or discontinue functionality outside Collablynx’s control. Collablynx is not responsible for third-party services themselves, but remains responsible for Collablynx’s own obligations concerning Customer Data while it is under Collablynx’s control. Availability of an integration does not imply endorsement, certification, or ownership of the third-party service.

8. Security, product support, service changes, suspension, and termination

8.1 Security and product support

Collablynx will maintain administrative, technical, and organizational safeguards appropriate to the nature of the Services and Customer Data, as described in applicable security documentation and agreements. No internet-connected system can be guaranteed completely secure. Security-incident notices will be provided as required by applicable law and any controlling DPA, BAA, or security addendum.

Unless an Order states otherwise, standard technical support is limited to product access, configuration, documented functionality, subscription administration, and troubleshooting. Product support does not include customer-specific design or implementation work, managed operation of Customer environments, legal advice, compliance certification, medical advice, or financial advice.

8.2 Product changes and deprecation

Collablynx may modify and improve the Services over time. Where commercially reasonable, Collablynx will provide advance notice of a material deprecation that substantially affects paid functionality. Immediate changes may be made when reasonably necessary for security, legal compliance, abuse prevention, infrastructure stability, or a third-party dependency outside Collablynx’s control.

8.3 Suspension

Collablynx may suspend or restrict affected access when reasonably necessary to address material nonpayment, security risk, suspected compromise, credential sharing, unauthorized use, material violation of purchased limits, unlawful activity, sanctions or export concerns, or material breach. Except for urgent security, legal, or abuse circumstances, Collablynx will use reasonable efforts to provide notice and an opportunity to cure before suspending a paid Customer account.

If an executed BAA applies, any suspension, return, access, or destruction of PHI will also be governed by the BAA and applicable HIPAA requirements. Nothing in these Terms authorizes Collablynx to withhold PHI in a manner prohibited by applicable law.

8.4 Termination and data transition

Either party may terminate for an uncured material breach after reasonable written notice, subject to any cure period stated in the Order or signed agreement. Customer remains responsible for fees accrued before termination. Data export, return, retention, backup, and deletion after termination are governed by the applicable product functionality, Order, Privacy Policy, DPA, BAA, and retention requirements. Customer should export needed Customer Data before subscription expiration whenever the Services provide that capability.

9. Intellectual property, feedback, and branding

9.1 Collablynx Intellectual Property

As between Collablynx and the Customer, Collablynx owns and retains all right, title, and interest in and to the Collablynx products and platform, including Vantage, Cadence, DocuForge, and all related proprietary software, source code, object code, user interfaces, designs, documentation, product architecture, configurations, templates, workflows, automation logic, prompts, product methodologies, APIs, schemas, dashboards, reports, visual elements, trademarks, trade names, logos, and other technology or materials developed or owned by Collablynx, together with all modifications, enhancements, updates, derivative works, and improvements to the foregoing (collectively, the “Collablynx Technology”).

Except for the limited rights expressly granted under an applicable subscription, Order, or written agreement, no ownership interest in the Collablynx Technology is transferred to Customer or any Authorized User.

9.2 Third-Party Technology

Collablynx products may interoperate with or incorporate third-party software, open-source components, cloud services, artificial intelligence services, APIs, standards, or other third-party technology. Such technology remains subject to the ownership rights and applicable license terms of its respective providers. Nothing in these Terms transfers ownership of third-party technology to Collablynx or Customer.

References to third-party names, products, trademarks, or services do not imply ownership, sponsorship, endorsement, or affiliation unless expressly stated.

9.3 Feedback

If Customer or an Authorized User voluntarily provides suggestions, ideas, enhancement requests, recommendations, corrections, or other feedback concerning the Collablynx products (“Feedback”), Customer grants Collablynx a worldwide, perpetual, irrevocable, royalty-free right to use, reproduce, develop, modify, incorporate, commercialize, and otherwise use that Feedback for Collablynx products and business purposes.

Collablynx will not identify Customer publicly as the source of Feedback or disclose Customer Confidential Information through its use of Feedback without Customer’s prior authorization. Feedback does not include Customer Data, Customer Confidential Information, or intellectual property independently owned by Customer.

9.4 Collablynx Branding

The Collablynx name, Vantage, Cadence, DocuForge, Collablynx logos, product marks, trade dress, and associated branding are proprietary to Collablynx. Customer and Authorized Users may not copy, modify, remove, obscure, imitate, register, distribute, or use Collablynx branding except as expressly authorized in writing by Collablynx or as permitted by applicable law.

9.5 Customer Names and Branding

Collablynx will not publicly use Customer’s name, logo, trademarks, testimonials, or branding in marketing materials, customer lists, case studies, press releases, or similar promotional materials without Customer’s prior written authorization.

9.6 Reservation of Rights

All rights not expressly granted to Customer are reserved by Collablynx. A subscription provides access rights and does not constitute a sale or transfer of ownership of the Collablynx Technology.

10. Confidentiality

“Confidential Information” means nonpublic information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Customer Data and nonpublic Collablynx Technology are Confidential Information of their respective owners.

The receiving party will use the disclosing party’s Confidential Information only to perform or exercise rights under the parties’ business relationship; protect it using at least reasonable care and no less care than it uses for similar information of its own; and disclose it only to personnel, contractors, professional advisers, and service providers who have a need to know and are bound by appropriate confidentiality obligations.

Confidentiality obligations do not apply to information that the receiving party can document was lawfully known without restriction, independently developed without use of the Confidential Information, publicly available without breach, or lawfully received from a third party without confidentiality duty. If disclosure is legally compelled, the receiving party may disclose only what is legally required and, where permitted, will provide reasonable notice so the disclosing party may seek protection.

Upon request or termination, Confidential Information will be returned or deleted where reasonably practicable, subject to ordinary backups, legal holds, security records, and retention obligations. Unauthorized use or disclosure may cause irreparable harm, and either party may seek appropriate equitable relief in addition to other available remedies.

11. Fees, taxes, renewal, cancellation, and marketplace purchases

Fees, billing frequency, usage quantities, payment due dates, renewal terms, cancellation rights, refunds, and pricing are stated in the applicable Order, marketplace transaction, or checkout flow. Customer is responsible for applicable sales, use, value-added, withholding, or similar taxes other than taxes based on Collablynx’s net income.

A subscription automatically renews only when the applicable Order or checkout flow clearly states that it will renew. Before purchase, Collablynx will disclose the applicable recurring term and cancellation method as required by law. Customer may stop a future renewal through the customer portal or another method stated in the Order. Unless required by law or expressly stated otherwise, cancellation stops future renewal and does not create a refund for the current committed term.

If Customer purchases through an approved third-party marketplace or reseller, that intermediary’s billing and payment terms govern those commercial mechanics, while these Terms continue to govern use of the Collablynx Services unless the applicable Order expressly states otherwise.

12. Trials, free services, previews, and beta features

Collablynx may provide trials, free features, pilots, previews, early-access features, or beta functionality. Unless an Order states otherwise, those offerings are provided for evaluation, may be changed or discontinued at any time, may have limited support, and may not be covered by service levels, product warranties, certifications, or indemnification that apply to paid generally available Services. Collablynx will still apply baseline safeguards required by applicable law and the Privacy Policy.

A free trial will not convert to a paid subscription unless conversion, pricing, renewal terms, and any payment authorization are clearly disclosed and accepted. Customer should not use preview or beta functionality for production workloads, regulated data, or business-critical decisions unless Collablynx expressly approves that use in writing.

13. Product warranties and disclaimers

For paid generally available Services, Collablynx warrants that the Services will materially conform to the applicable Documentation when used as authorized. Customer’s exclusive remedy for a reproducible material nonconformity is for Collablynx to use commercially reasonable efforts to correct the nonconformity or provide a reasonable workaround; if Collablynx cannot do so within a reasonable period, either party may terminate the materially affected portion of the subscription and Collablynx will refund prepaid unused fees for that terminated portion.

Except for the express warranty above and any warranty that cannot lawfully be disclaimed, the Services, Documentation, Customer Output, integrations, trials, previews, and beta features are provided “as is” and “as available.” Collablynx disclaims implied warranties to the maximum extent permitted by law, including merchantability, fitness for a particular purpose, title, and noninfringement. Collablynx does not warrant that the Services will be uninterrupted, error-free, immune from every security threat, or compatible indefinitely with every third-party system.

AI output, alerts, recommendations, schedules, generated documents, and automated actions may contain errors or omissions and require Customer validation. Collablynx does not provide legal, medical, financial, accounting, compliance, or other regulated professional advice through the Services.

14. Third-party claims and indemnification

14.1 Collablynx intellectual-property protection

For paid generally available Services, Collablynx will defend Customer against a third-party claim alleging that the unmodified Collablynx Technology, when used as authorized under these Terms, directly infringes that third party’s copyright, trademark, or patent, and will pay damages finally awarded by a court or amounts agreed in a settlement approved by Collablynx.

This obligation does not apply to claims arising from Customer Data; Customer Output or AI-generated material; third-party technology; modifications not made by Collablynx; combinations with products, data, or services not supplied by Collablynx; use contrary to the Documentation or these Terms; continued use after Collablynx provides a noninfringing replacement; or specifications or instructions supplied by Customer.

If such a claim is likely, Collablynx may obtain the right for continued use, modify or replace the affected feature with materially similar functionality, or terminate the affected Service and refund prepaid unused fees for the terminated portion.

14.2 Customer protection of Collablynx

Customer will defend Collablynx against a third-party claim to the extent arising from Customer Data, Customer’s unauthorized or unlawful use of the Services, Customer-configured integrations or instructions, or Customer’s infringement or violation of a third party’s intellectual-property, privacy, confidentiality, or other legal rights, and will pay damages finally awarded or settlements approved by Customer.

14.3 Procedure

Indemnification obligations require prompt written notice of the claim, reasonable cooperation at the indemnifying party’s expense, and control of the defense and settlement by the indemnifying party. A settlement may not require the indemnified party to admit wrongdoing, make an unapproved payment, or accept a continuing obligation without that party’s written consent.

This Section states the parties’ exclusive contractual remedies for third-party intellectual-property claims unless an applicable signed agreement expressly provides otherwise.

15. Limitation of liability

15.1 Excluded damages. To the fullest extent permitted by applicable law, neither party will be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits, lost revenue, lost goodwill, business interruption, or loss of anticipated savings arising out of or related to the Services or these Terms, even if advised that such damages were possible.

15.2 Aggregate cap. Except for Excluded Claims below, each party’s total aggregate liability arising out of or related to the Services and these Terms will not exceed the fees paid or payable by Customer to Collablynx for the affected Services during the twelve months immediately preceding the event giving rise to the claim. For Services provided entirely without charge, Collablynx’s aggregate liability will not exceed US$100.

15.3 Excluded Claims. The liability cap does not limit Customer’s payment obligations; Customer’s intentional unauthorized access, credential sharing, or misappropriation of Collablynx Technology; either party’s fraud or willful misconduct; or liability that applicable law does not permit to be limited. Indemnification obligations are subject to the aggregate cap unless an applicable signed agreement or Order expressly provides a different cap.

The exclusions and limitations in this Section apply regardless of the legal theory of liability and even if a limited remedy fails of its essential purpose. The parties acknowledge that these provisions allocate commercial risk and are reflected in subscription pricing.

16. Compliance with law, export controls, sanctions, and anti-corruption

Each party will comply with laws applicable to its performance under these Terms. Customer may not use the Services for a prohibited person, organization, destination, end use, or activity under applicable export-control or economic-sanctions laws. Customer is responsible for determining whether its Customer Data, software, technical data, destinations, users, or intended use requires a license, authorization, or other restriction.

Neither party will offer, promise, authorize, or provide an unlawful bribe, kickback, or improper payment in connection with the business relationship. Collablynx may restrict or terminate access when required to comply with applicable law, sanctions, export controls, court orders, or binding governmental requirements.

17. Governing law and disputes

If an applicable Order or signed agreement specifies governing law, venue, arbitration, or another dispute process, those terms control. If no such written terms apply, governing law and forum will be determined under otherwise applicable law.

Nothing in this Section prevents either party from seeking temporary or equitable relief necessary to protect confidential information, security, intellectual property, or access credentials in a court of competent jurisdiction.

18. Notices and electronic communications

Customer is responsible for maintaining current administrator, legal, security, and billing contact information. Collablynx may send operational, billing, security, renewal, and contractual notices to the email addresses associated with Customer’s account or Order, through the customer portal, or by another method reasonably designed to provide notice.

Formal legal notices to Collablynx should be sent using the legal contact information listed below. Electronic communications and electronic acceptance may be used to form and administer the subscription to the extent permitted by applicable law.

19. Changes to these Terms

Collablynx may update these Terms prospectively as products, laws, and business practices change. For paid subscriptions, material changes will be communicated through reasonable advance notice and, unless required sooner for law, security, abuse prevention, or a change that benefits Customer, will apply no later than the next renewal or new Order.

Collablynx will not use a change to these Terms to retroactively authorize materially broader use of previously collected Customer Data when applicable law, the Privacy Policy, or an existing contractual commitment requires additional notice, authorization, or consent.

20. General terms

20.1 Assignment

Neither party may assign these Terms without the other party’s prior written consent, except to an affiliate or a successor in connection with a merger, reorganization, acquisition, or sale of substantially all assets related to the business covered by these Terms, provided the successor assumes the assigning party’s obligations. Customer may not assign a subscription primarily to evade license restrictions or to provide access to a competitor of Collablynx without Collablynx’s written consent.

20.2 Force majeure

Neither party is responsible for delay or failure caused by events beyond its reasonable control, excluding payment obligations for Services already provided. The affected party will use reasonable efforts to mitigate the effect of the event.

20.3 Entire agreement and amendments

These Terms, together with applicable Orders and incorporated addenda, constitute the agreement governing the covered Services unless a signed agreement states otherwise. Amendments must be made in accordance with these Terms or in a writing signed by authorized representatives of both parties.

20.4 Severability; waiver

If a provision is held unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will remain effective. A failure to enforce a provision is not a waiver of that provision or any other right.

20.5 Independent contractors; no third-party beneficiaries

The parties are independent contractors. These Terms do not create an employment, agency, fiduciary, partnership, franchise, or joint-venture relationship. Except where expressly stated, no third party has rights under these Terms.

20.6 Survival

Payment obligations and provisions concerning Customer Data transition, intellectual property, confidentiality, disclaimers, indemnification, limitations of liability, compliance, disputes, and any provision that by its nature should survive will survive expiration or termination.