A complete legal agreement governing all Cephlon products and services. Written to be understood, not to hide anything.
In these Terms, the following defined terms have the meanings set out below:
PLEASE READ THESE TERMS CAREFULLY. By accessing, browsing, registering for, or using any Cephlon Service in any manner, you enter into a legally binding contract with Cephlon Inc. and agree to be bound by these Terms of Service ("Terms") and our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms, you must immediately cease all use of the Services.
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.
To use the Services, you must:
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.
You are solely responsible for maintaining the confidentiality and security of your account credentials. You agree to:
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.
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.
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.
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.
Cephlon provides privacy-focused technology products and services. Current Services include:
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.
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.
Cephlon's privacy-first architecture is designed to protect legitimate users. It is not designed to shield illegal activity. Misuse of our Services is a breach of these Terms and may be reported to law enforcement.
The following conduct is strictly prohibited and constitutes a material breach of these Terms. You may not use any Cephlon Service to:
Consequence: Any breach of this Section 7 may result in immediate account suspension or termination without notice, without refund of any fees paid, and may be reported to law enforcement and relevant authorities. Cephlon reserves all rights to pursue civil and criminal remedies to the fullest extent of applicable law.
You retain full ownership of all Content you upload, store, transmit, or create using the Services. Cephlon claims no ownership over your Content.
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.
You are solely responsible for your Content and represent and warrant that:
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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).
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.
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.
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:
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.
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.
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.
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.
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.
Cephlon reserves the right to suspend or terminate your account, with or without notice, in the following circumstances:
For material breaches (including any breach of Section 7), Cephlon may terminate your account immediately without prior notice and without refund.
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.
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.
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:
Breach of this section is a material breach of these Terms and may be reported to the relevant authorities.
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.
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.
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.
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.
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.
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.
Cephlon reserves the right to update or modify these Terms at any time. We will provide notice of material changes as follows:
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.
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.