Terms of service.

1. Acceptance of these terms

These Terms of Service (the “Terms”) form a binding agreement between you and ChurnRX, Inc. (“ChurnRX,” “we,” “our,” or “us”), a Utah corporation, and govern your access to and use of the ChurnRX marketing website at churnrx.com and the ChurnRX application at pmf.churnrx.com (together, the “Services”). By accessing or using the Services, you agree to be bound by these Terms. If you are using the Services on behalf of an organization, you represent that you have authority to bind that organization to these Terms, and “you” means that organization.

2. The Services

ChurnRX provides a retention-intelligence application that ingests customer data uploaded by you and produces analytical outputs, including but not limited to a Product-Market Fit Score, survival analyses, cohort analyses, retention-factor rankings, and Ideal Customer Profile diagnostics. The Services are decision-support tools intended to inform commercial judgment; they are not guarantees of future outcomes.

3. Eligibility and accounts

You must be at least eighteen (18) years old and have legal capacity to enter into these Terms. Access to the application requires registration and administrator approval, and may be subject to tier-based feature availability as described in the application.

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to notify us promptly of any unauthorized use of your account or any other breach of security.

4. Subscription, fees, and payment

Some features of the Services are offered free of charge, including running an initial benchmark analysis. Paid features and subscription tiers are offered under separately disclosed pricing. Fees are billed in advance on the cadence selected at purchase. Unless required by law, fees paid are non-refundable. We may change pricing on prospective renewals upon prior notice.

5. Acceptable use

You agree not to, and not to permit any third party to:

• Use the Services in any manner that violates applicable law or third-party rights;
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of the Services, except to the extent expressly permitted by applicable law;
• Use the Services or the outputs of the Services to build, train, or improve a competing product or service;
• Resell, sublicense, rent, lease, or otherwise commercially exploit the Services or their outputs without our written consent;
• Upload to the Services any data you do not have the legal right to use for the purposes described in our Privacy Policy and Data Use Agreement;
• Upload malicious code, attempt to circumvent security or access controls, or interfere with the integrity or performance of the Services;
• Use automated means to access the Services other than through documented APIs and at rates we have authorized.

6. Intellectual property

ChurnRX retains all right, title, and interest in and to the Services, including the underlying software, the proprietary methodologies and statistical models, the ChurnRX Retention Intelligence Benchmark, all analytical outputs generated by the Services, all derivative works thereof, and all related intellectual property rights worldwide. No rights are granted to you by implication, estoppel, or otherwise except for the limited right to use the Services in accordance with these Terms.

You retain ownership of the raw customer data you upload. You grant ChurnRX a non-exclusive, worldwide, royalty-free license to host, store, process, and transmit your uploaded data solely as necessary to provide and improve the Services for you. Any additional rights granted to ChurnRX with respect to anonymized aggregate use of your data are governed exclusively by the Data Use Agreement, which is incorporated into these Terms by reference.

7. Confidentiality

Each party may have access to non-public information of the other that is confidential or proprietary in nature (“Confidential Information”). Each party agrees to use the other’s Confidential Information only as necessary to exercise its rights or perform its obligations under these Terms and to protect it with at least the same degree of care it uses to protect its own Confidential Information of similar importance, and in no event less than reasonable care.

8. Disclaimer

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WITHOUT LIMITING THE FOREGOING, CHURNRX SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT THE OUTPUTS OF THE SERVICES WILL BE ACCURATE, COMPLETE, OR RELIABLE FOR ANY PARTICULAR PURPOSE.

9. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CHURNRX OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST DATA, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CHURNRX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN ANY EVENT, CHURNRX’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE FEES PAID OR PAYABLE BY YOU TO CHURNRX DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100). THE FOREGOING LIMITATIONS APPLY EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

10. Indemnification

You agree to defend, indemnify, and hold harmless ChurnRX, its affiliates, and their respective directors, officers, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or in any way connected with (a) your use of the Services in breach of these Terms or applicable law, (b) the data you upload to the Services and any third-party rights it may implicate, or (c) your gross negligence or willful misconduct.

11. Termination

We may suspend or terminate your access to the Services immediately, with or without notice, if we determine in our reasonable discretion that you have breached these Terms, that your continued use poses a security or legal risk, or that termination is required by law. You may terminate your account at any time by emailing support@churnrx.com. Sections that by their nature should survive termination shall survive, including without limitation Sections 6, 7, 8, 9, 10, 12, and 13.

12. Governing law and dispute resolution

These Terms are governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict-of-laws principles. Any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall be brought exclusively in the state or federal courts located in Salt Lake County, Utah, and the parties hereby consent to the personal jurisdiction and venue of those courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

13. Miscellaneous

• Entire agreement. These Terms, together with our Privacy Policy and the Data Use Agreement, constitute the entire agreement between you and ChurnRX with respect to the Services and supersede all prior or contemporaneous understandings.
• Severability. If any provision of these Terms is held to be unenforceable, the remaining provisions will remain in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.
• No waiver. Our failure to enforce any right or provision of these Terms will not be deemed a waiver of that right or provision.
• Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, financing, or sale of substantially all of our assets.
• Modifications.We may update these Terms from time to time. Material changes will be communicated by updating the “Last updated” date above and, where appropriate, by direct notice. Your continued use of the Services after a change takes effect constitutes acceptance.

14. Contact

Questions about these Terms: legal@churnrx.com.