The rules that protect
you and us both.

📖

1. Definitions

In these Terms, the following defined terms have the meanings set out below:

• "Cephlon", "we", "us", "our" — Cephlon Inc., a Canadian federal corporation, and its affiliate Cephlon IT Solutions Pvt. Ltd. (India), as applicable.
• "Services" — All products and services offered by Cephlon including, without limitation: Cephlon Cloud, Cephlon Phone System (CPS), Cephlon Voice, Cephlon Secure Connect, Cephlon Secure Vision, Cephlon AI, the Cephlon website (cephlon.com), and any other current or future offerings made available under the Cephlon brand.
• "User", "you", "your" — Any individual or legal entity that accesses or uses any Service.
• "Account" — The account created to access paid or authenticated Services.
• "Content" — All data, files, communications, and materials you upload, store, transmit, or create using the Services.
• "Subscription" — A paid plan granting access to specific Service features for a defined billing period.
• "Effective Date" — The date on which you first access or use any Service, or March 20, 2026, whichever is later.

✅

2. Acceptance of Terms

Your use of the Services constitutes acceptance of these Terms. No separate signature or checkbox is required for acceptance to be legally effective under applicable Canadian law. By using the Services, you represent that you have read, understood, and agree to these Terms in their entirety.

If you are using the Services on behalf of an organisation, you represent that you have authority to bind that organisation to these Terms, and the term "you" shall refer to both you individually and that organisation.

🎂

3. Eligibility

To use the Services, you must:

• Be at least 16 years of age, or such higher minimum age as required by applicable law in your jurisdiction (for example, 18 in some jurisdictions)
• Have full legal capacity to enter into binding contracts under applicable law
• Not be located in a country subject to a Canadian or applicable international embargo or designated as a "State Sponsor of Terrorism"
• Not be listed on any Canadian, US, EU, or UN sanctions list or restricted party list
• Not be barred from receiving services under the laws of Canada, India, or any other applicable jurisdiction

By using the Services, you represent and warrant that you meet all eligibility requirements. Cephlon reserves the right to verify eligibility at any time and to refuse or revoke access where eligibility cannot be confirmed.

For users under 18 in India, verifiable parental or guardian consent is required as a condition of account creation and continued use, in accordance with India's DPDP Act.

👤

4. Accounts & Responsibilities

4.1 Account Security

You are solely responsible for maintaining the confidentiality and security of your account credentials. You agree to:

• Use a strong, unique password and enable two-factor authentication where available
• Notify Cephlon immediately at [email protected] if you suspect any unauthorised access to your account
• Ensure that all activity occurring under your account complies with these Terms

Cephlon shall not be liable for any loss or damage arising from your failure to maintain account security. You bear full responsibility for all activity conducted through your account, whether authorised by you or not, until you notify us of a breach.

4.2 Accurate Information

You agree to provide accurate, current, and complete information when creating or updating your account. You may not impersonate any person or entity, misrepresent your affiliation with any person or entity, or use a false identity to access the Services.

4.3 Account Sharing

Accounts are for use by a single individual unless you have subscribed to a team, business, or enterprise plan that expressly permits multiple users. Sharing account credentials with unauthorised users is a material breach of these Terms and may result in immediate account suspension.

4.4 Zero-Knowledge Account Credentials

For zero-knowledge Services, your master password and encryption keys are the sole means of accessing your encrypted content. Cephlon does not store, hold, or have access to these credentials. Loss of credentials will result in permanent, irrecoverable loss of access to your encrypted data. Cephlon cannot and will not assist in credential recovery for zero-knowledge Services.

🧩

5. Description of Services

Cephlon provides privacy-focused technology products and services. Current Services include:

• Cephlon Phone System (CPS): Encrypted VoIP business phone system with virtual numbers, IVR, call queues, and voicemail.
• Cephlon Cloud: Zero-knowledge encrypted cloud storage and productivity suite.
• Cephlon Voice: End-to-end encrypted messaging and communications platform for enterprise and government.
• Cephlon Secure Connect: Private encrypted network tunnel for remote access to personal or business networks.
• Cephlon Secure Vision: Self-contained surveillance hardware with encrypted network routing.
• Cephlon AI: Privacy-first AI assistant platform.

Cephlon reserves the right to modify, suspend, or discontinue any Service or feature at any time, with reasonable notice where practicable. We are not liable to you or any third party for any modification, suspension, or discontinuation of Services.

Some Services are provided in "invite-only" or "beta" status. Additional or modified terms may apply to pre-release Services, which will be communicated at the time of access.

✔️

6. Acceptable Use Policy

Our Services are provided for lawful purposes only. You agree to use the Services only in ways that are legal, ethical, and consistent with these Terms. You are solely responsible for all Content you transmit, store, or process using our Services.

🚫

7. Prohibited Conduct

The following conduct is strictly prohibited and constitutes a material breach of these Terms. You may not use any Cephlon Service to:

7.1 Illegal Activities

• Violate any applicable local, national, or international law or regulation
• Facilitate, plan, or coordinate any criminal activity, including but not limited to fraud, identity theft, money laundering, drug trafficking, or human trafficking
• Engage in, facilitate, or promote terrorism, violent extremism, or acts of political violence
• Host, distribute, transmit, or store child sexual abuse material (CSAM) or any material that sexually exploits minors — this will be immediately reported to the relevant authorities
• Engage in any activity that violates export control laws, trade sanctions, or embargoes of Canada, India, or applicable international bodies

7.2 Abuse of Services

• Conduct distributed denial-of-service (DDoS) attacks, network intrusions, or any form of cyberattack against any system or network
• Transmit, store, or distribute malware, ransomware, spyware, trojans, or other malicious code
• Engage in phishing, spoofing, spam, or unsolicited bulk communications using our infrastructure
• Attempt to gain unauthorised access to any Cephlon system, another user's account, or any third-party system
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of any Cephlon software
• Use the Services to scrape, harvest, or collect personal data of other users without authorisation
• Interfere with, disrupt, or degrade the Services or infrastructure of Cephlon or any third party

7.3 Misrepresentation & Abuse of Trust

• Impersonate Cephlon, any Cephlon employee, or any other person or entity
• Provide false or misleading information to Cephlon in connection with your account or any support request
• Use the Services to transmit false, deceptive, or fraudulent communications
• Resell, sublicense, or provide commercial access to the Services to third parties without express written authorisation from Cephlon

7.4 Intellectual Property Violations

• Infringe the intellectual property rights of Cephlon or any third party, including copyright, trademark, patent, or trade secret rights
• Remove or alter any proprietary notices, labels, or markings on the Services

📁

8. Your Content

8.1 Ownership

You retain full ownership of all Content you upload, store, transmit, or create using the Services. Cephlon claims no ownership over your Content.

8.2 Licence to Cephlon

By using the Services, you grant Cephlon a limited, non-exclusive, royalty-free licence to store, transmit, and process your Content solely to the extent necessary to provide the Services to you. This licence is revoked upon deletion of your Content or termination of your account.

For zero-knowledge Services, this licence is technically limited to the storage of encrypted ciphertext. Cephlon cannot access, view, or process the decrypted contents of your Content.

8.3 Your Responsibilities

You are solely responsible for your Content and represent and warrant that:

• You have all rights, licences, and permissions necessary to upload and use the Content
• Your Content does not violate these Terms, applicable law, or the rights of any third party
• Your Content does not contain malicious code, illegal material, or material that infringes intellectual property rights

8.4 Feedback

Any feedback, suggestions, or ideas you submit regarding the Services may be used by Cephlon without restriction, compensation, or attribution, unless we agree otherwise in writing. Submitting feedback does not grant you any interest in any resulting product or feature.

💡

9. Intellectual Property

9.1 Cephlon's Rights

All software, design, branding, documentation, trademarks, trade secrets, source code, and other materials comprising or associated with the Services are the exclusive property of Cephlon Inc. or its licensors. All rights are reserved.

The name "Cephlon", the Cephlon logo, and all Cephlon product names are proprietary marks of Cephlon Inc. Trademark applications are in preparation. Unauthorised use is prohibited.

9.2 Limited Licence to Use

Subject to your compliance with these Terms, Cephlon grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Services solely for your personal or internal business purposes as permitted by your Subscription.

9.3 No Transfer of Rights

Nothing in these Terms transfers any intellectual property rights from Cephlon to you. You acquire no rights in the Services other than the limited licence described above.

💳

10. Payment & Billing

10.1 Subscription Billing

Paid Services are billed on the basis (monthly, annual, or usage-based) selected at sign-up. Subscriptions automatically renew at the end of each billing period unless cancelled before the renewal date. You authorise Cephlon to charge your payment method on file for all fees incurred.

10.2 Pricing Changes

Cephlon reserves the right to modify pricing for any Service. We will provide at least 30 days' advance written notice of any price increase. Continued use of the Service after the effective date of a price change constitutes your acceptance of the new pricing.

10.3 Taxes

All fees are exclusive of applicable taxes (including GST, HST, VAT, and any similar levies). You are responsible for all taxes applicable to your purchase under the laws of your jurisdiction. Cephlon will collect applicable Canadian taxes where required by law.

10.4 Refunds

All fees are non-refundable except: (a) where expressly stated otherwise in a specific service plan; (b) where required by applicable consumer protection law; or (c) where Cephlon terminates your account without cause. Refunds are not provided for partial billing periods.

10.5 Disputed Charges

If you dispute any charge, you must contact us at [email protected] within 30 days of the charge. We will investigate and respond within 14 business days. Initiating a chargeback without first contacting us may result in account suspension.

10.6 Suspension for Non-Payment

Cephlon reserves the right to suspend or terminate your account if payment is not received within 7 days of the due date. We will provide written notice before suspension. You remain liable for all fees accrued prior to suspension.

⚠️

11. Limitation of Liability

11.1 Indirect Damages

To the maximum extent permitted by applicable law, Cephlon, its officers, directors, employees, contractors, and agents shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to: loss of profits, loss of revenue, loss of data, loss of goodwill, business interruption, or cost of substitute services, arising out of or in connection with these Terms or your use of or inability to use the Services, even if advised of the possibility of such damages.

11.2 Cap on Direct Liability

To the maximum extent permitted by applicable law, Cephlon's total aggregate liability to you for any and all claims arising under or in connection with these Terms shall not exceed the greater of: (a) the total fees paid by you to Cephlon in the twelve (12) months immediately preceding the event giving rise to the claim; or (b) one hundred Canadian dollars (CAD $100).

11.3 Zero-Knowledge Limitation

Cephlon shall have no liability whatsoever for the loss, unavailability, or inaccessibility of any Content stored in zero-knowledge Services resulting from: (a) loss of your account credentials or encryption keys; (b) your failure to maintain backups of your credentials; or (c) any technical failure affecting encrypted data that Cephlon cannot access or restore.

11.4 Essential Basis

The limitations in this Section 11 reflect a fundamental allocation of risk between you and Cephlon and are an essential element of the basis of the bargain between us. Cephlon would not provide the Services on the terms set out in these Terms without these limitations.

11.5 Jurisdictional Variations

Some jurisdictions do not allow the exclusion of certain warranties or the limitation of liability for certain types of damages. In such jurisdictions, Cephlon's liability shall be limited to the maximum extent permitted by applicable law. Nothing in these Terms limits Cephlon's liability for death or personal injury caused by our negligence, fraud, or fraudulent misrepresentation.

12. Indemnification

You agree to defend, indemnify, and hold harmless Cephlon Inc. and its affiliates, officers, directors, employees, contractors, agents, licensors, and service providers from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• Your use of the Services or any activity conducted through your account
• Your Content, including any claim that your Content infringes the rights of a third party
• Your breach of these Terms or any applicable law or regulation
• Your violation of any third party's rights, including intellectual property rights, privacy rights, or contractual rights
• Any misrepresentation made by you to Cephlon or any third party

Cephlon reserves the right to assume the exclusive defence and control of any matter subject to indemnification by you, in which case you agree to cooperate with our defence of such claim.

📋

13. Warranties & Disclaimers

13.1 Disclaimer of Warranties

The Services are provided on an "as is" and "as available" basis. To the maximum extent permitted by applicable law, Cephlon expressly disclaims all warranties, express or implied, including but not limited to: implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, reliability, or uninterrupted availability.

Cephlon does not warrant that: (a) the Services will be error-free or uninterrupted; (b) any defects will be corrected; (c) the Services or the servers on which they are hosted are free of viruses or harmful components; or (d) the Services will meet your specific requirements.

13.2 Uptime

Cephlon targets high availability for its Services. However, no specific uptime guarantee applies unless expressly stated in a written Service Level Agreement (SLA) executed between Cephlon and the customer. General references to reliability or high availability on our website are aspirational and do not constitute contractual SLA commitments.

13.3 No Guarantee of Encryption Perfection

While Cephlon implements industry-standard encryption and security practices, no security system is impenetrable. Cephlon does not warrant that unauthorised access, interception, or disclosure of data will never occur. In the event of a breach, Cephlon will comply with its notification obligations as set out in our Privacy Policy.

🔚

14. Termination

14.1 Termination by You

You may cancel your Subscription and close your account at any time through your account dashboard or by contacting [email protected]. Cancellation takes effect at the end of your current billing period, unless you request immediate deletion. Fees already paid are non-refundable except as set out in Section 10.4.

14.2 Termination or Suspension by Cephlon

Cephlon reserves the right to suspend or terminate your account, with or without notice, in the following circumstances:

• You breach any provision of these Terms (including any Prohibited Conduct in Section 7)
• You fail to pay any fees when due after reasonable notice
• We are required to do so by law, court order, or competent authority
• Your continued use poses a security risk to Cephlon infrastructure or other users
• We reasonably suspect fraudulent, abusive, or illegal activity on your account

For material breaches (including any breach of Section 7), Cephlon may terminate your account immediately without prior notice and without refund.

14.3 Effect of Termination

Upon termination, your right to access and use the Services ceases immediately. Your Content will be retained for 30 days after termination, during which you may request an export. After 30 days, all Content will be permanently deleted from Cephlon systems. Cephlon is not responsible for any loss of Content resulting from termination.

Termination does not affect the accrual of any fees owed by you prior to the termination date.

14.4 Survival

Sections 8 (Your Content), 9 (Intellectual Property), 11 (Limitation of Liability), 12 (Indemnification), 17 (Governing Law), and all other provisions that by their nature should survive termination shall survive the termination of these Terms.

🌍

15. Export Controls & Sanctions Compliance

The Services, including any associated software and encryption technology, may be subject to export control laws and regulations, including those of Canada (Export and Import Permits Act), the United States (Export Administration Regulations), and applicable international regimes.

You represent and warrant that:

• You are not located in, and will not use the Services from, a country subject to a Canadian or applicable international embargo
• You are not listed on any Canadian, US, EU, or UN sanctions list, denied-party list, or restricted-party list
• You will not use the Services to export, re-export, or transfer any Cephlon technology in violation of applicable export control laws
• You will not use the Services for any purpose prohibited by applicable export control law, including the development of weapons of mass destruction

Breach of this section is a material breach of these Terms and may be reported to the relevant authorities.

📦

16. Product-Specific Terms

The following additional terms apply to specific Cephlon Services. In the event of conflict between these product-specific terms and the general Terms, the product-specific terms prevail with respect to that Service.

16.1 Cephlon Secure Connect (Private Network Tunnel)

• The Service is intended solely for legitimate private network access. You may not use it to circumvent lawful network access controls, engage in illegal surveillance, or facilitate criminal activity.
• Cephlon maintains a strict zero-log policy for tunnel traffic. No connection metadata, browsing activity, or DNS queries are recorded. This commitment is built into the design of the Service and is not merely a policy statement.
• Use of the Service to conduct network intrusions, distributed attacks, or to access systems without authorisation is strictly prohibited and constitutes a criminal offence in most jurisdictions.

16.2 Cephlon Voice (Encrypted Communications)

• The Service is available to enterprise, government, and business customers only. Consumer use is not permitted at this stage.
• You may not use the Service to intercept, record, or disclose communications of third parties without their knowledge and consent, in violation of applicable wiretapping or interception laws.
• White-label deployments are subject to a separate Reseller Agreement and may not be sub-licensed without Cephlon's prior written consent.

16.3 Cephlon Phone System (CPS)

• CPS is a VoIP service subject to applicable telecommunications regulations in your jurisdiction. You are responsible for compliance with local telecommunications laws.
• Number portability, international calling, and emergency services (911/999/112) availability may vary by jurisdiction and plan. Cephlon does not guarantee emergency services connectivity in all regions.
• You must not use CPS to conduct robocalling campaigns, automated spam calls, or any calls that violate applicable anti-spam or telemarketing laws.
• Important: CPS may not reliably transmit your location to emergency services. You acknowledge this limitation and agree to maintain an alternative means of contacting emergency services.

16.4 Cephlon Secure Vision (Surveillance Hardware)

• You are solely responsible for compliance with all applicable laws governing video surveillance, recording, and privacy in your jurisdiction, including requirements to post notices of surveillance, obtain consents, and limit monitoring to authorised areas.
• The hardware warranty and support terms are set out in the product documentation provided at the time of sale.
• Cephlon is not liable for misuse of the hardware for unlawful surveillance, non-consensual recording, or any other purpose prohibited by applicable law.

16.5 Cephlon AI

• Cephlon AI uses a hybrid inference architecture. Standard queries are processed on Cephlon's own infrastructure. Complex queries may be routed to third-party AI APIs after removal of personally identifiable information. By using Cephlon AI, you consent to this processing architecture as described in our Privacy Policy.
• AI-generated outputs are not guaranteed to be accurate, complete, or reliable. You are solely responsible for verifying AI outputs before relying on them for any professional, medical, legal, financial, or other consequential purpose.
• You may not use Cephlon AI to generate illegal content, facilitate harmful activities, or circumvent the safety systems built into the Service.

16.6 Cephlon Cloud

• Zero-knowledge encryption means Cephlon cannot recover your data if you lose your encryption credentials. You are solely responsible for maintaining secure backups of your credentials.
• Storage quotas apply per plan. Exceeding your storage quota may result in restrictions on uploads until you upgrade or delete content.

⚖️

17. Governing Law & Dispute Resolution

17.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the Province of Ontario, Canada, and the federal laws of Canada applicable therein, without regard to conflict of law principles.

17.2 Exclusive Jurisdiction

Any legal action or proceeding arising out of or relating to these Terms or the Services shall be subject to the exclusive jurisdiction of the courts of the Province of Ontario, Canada. You irrevocably consent to the personal jurisdiction of such courts and waive any objection to the venue of any such action.

17.3 Informal Resolution

Before initiating any formal legal proceedings, the parties agree to attempt to resolve any dispute informally. You must contact Cephlon at [email protected] describing your dispute in reasonable detail. We will attempt to resolve the matter within 30 days. Only if informal resolution fails may either party initiate formal proceedings.

17.4 Class Action Waiver

To the maximum extent permitted by applicable law, you agree that any dispute resolution proceedings shall be conducted on an individual basis only and not as a class action, collective action, or representative proceeding. You waive your right to participate in any class-based legal proceeding against Cephlon.

17.5 Time Limitation

Any claim arising under these Terms must be brought within one (1) year of the date the claim arose, after which such claim is permanently barred, regardless of any statute of limitations to the contrary, to the extent permitted by applicable law.

📝

18. Changes to These Terms

Cephlon reserves the right to update or modify these Terms at any time. We will provide notice of material changes as follows:

• Email notice to your registered address at least 14 days before material changes take effect
• Prominent notice on our website and in the product interface
• Update of the "Last Updated" date at the top of this document

Your continued use of the Services after the effective date of any revised Terms constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Services before the effective date of the changes.

For non-material changes (e.g., typographical corrections, clarifications, formatting), we may update the Terms without individual notice. Non-material changes take effect immediately upon posting.

📬

19. Contact — Legal Department

For legal inquiries, formal notices, or questions about these Terms:

These Terms were prepared with the assistance of Cephlon's operations team and are intended to comply with applicable Canadian law (PIPEDA), India's DPDP Act 2023, and the GDPR where applicable. This document does not constitute legal advice.