Terms of Service

1 Agreement to these Terms

These Terms of Service (the "Terms") govern your access to and use of the Vernais application, the atmosphor.com website, our application programming interfaces, and related services (together, the "Service"), provided by Atmosphor, Inc., a Delaware corporation ("Vernais," "we," "us," or "our").

By creating an account, clicking to accept, signing an order form or statement of work that references these Terms, or otherwise accessing or using the Service, you agree to be bound by these Terms. If you do not agree, do not access or use the Service.

If you use the Service on behalf of a company or other organization (a "Customer"), you represent and warrant that you have authority to bind that organization to these Terms, and "you" refers to that organization. If a separate written agreement, order form, master subscription agreement, or enterprise agreement is signed between you and Vernais, that agreement controls where it conflicts with these Terms.

2 Definitions

• Customer Data. Any data, content, files, records, messages, or information that you or your Authorized Users submit to the Service, or that the Service ingests on your instruction, including data synced from Integrations and material gathered by Trawl.
• Authorized User. An individual you permit to use the Service under your account, such as an employee or contractor, who is assigned a seat.
• Integration. A connection you enable between the Service and a third-party product or data source (for example Stripe, GitHub, Jira, Slack, Notion, Salesforce, Snowflake, Zendesk, Sentry, or Amplitude).
• Trawl. The feature that, on your confirmed instruction, gathers information from public web sources you direct it to.
• Output. Answers, analyses, summaries, hypotheses, confidence scores, drafts, and other results the Service generates, including results produced by artificial intelligence and machine-learning models.
• Workspace. An isolated environment that holds a Customer's data, members, and configuration.

3 Eligibility and accounts

The Service is a business product intended for organizations and their personnel. It is not directed to consumers or to children. You must be at least 18 years old and able to form a binding contract to use the Service. The Service is not directed to children, and we do not knowingly permit anyone under 16 to use it.

You are responsible for the accuracy of the information you provide, for keeping your credentials confidential, and for all activity that occurs under your account and seats, whether or not authorized by you. You must notify us promptly at security@atmosphor.com of any suspected unauthorized access or use. You are responsible for your Authorized Users' compliance with these Terms.

4 The service and your license

Subject to these Terms and to timely payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your internal business purposes during your subscription term.

We may update, change, or discontinue features of the Service. We may set and enforce limits on use, including on seats, signals processed, storage, request rates, and the scope of Integrations and Trawl activity, and we may take reasonable measures to protect the availability, integrity, and security of the Service.

5 Subscriptions, fees, and billing

The Service is offered on paid subscription plans. Each plan includes a company platform fee for the applicable tier plus per-seat fees, as described on our pricing page or in your order form. Some usage, such as signals processed or storage consumed above your included allotment, is billed as overage at the rates then in effect.

Payment

Unless your order form says otherwise, fees are billed in advance and are payable by the method you provide. You authorize us and our third-party payment processor to charge that method for all fees, including recurring subscription fees, seat changes, overages, and applicable taxes. You are responsible for keeping your billing information current.

Auto-renewal

Subscriptions renew automatically for successive terms equal to the prior term unless either party gives notice of non-renewal at least 30 days before the current term ends. For annual and multi-year terms, we will send a reminder to your billing contact before the term ends, stating the renewal date, the amount, and how to cancel. You can stop renewal at any time in the Service or by contacting support@atmosphor.com, and cancellation is at least as easy as signing up. Cancellation takes effect at the end of your current term.

Price changes

We may change fees and introduce new charges. Changes apply to renewal terms and take effect at your next renewal after we give notice. Overage rates and usage-based charges may change on a going-forward basis on notice.

Taxes

Fees are exclusive of taxes. You are responsible for all sales, use, value-added, withholding, and similar taxes, other than taxes based on our net income. If we are required to collect taxes, we will add them to your invoice.

Non-payment and no refunds

Except where required by law or expressly stated in an order form, all fees are non-refundable and payments are non-cancelable, and amounts paid are not credited or refunded for partial periods, unused capacity, or downgrades. Overdue amounts may accrue interest at the lower of 1.5 percent per month or the maximum allowed by law. If your account is past due, we may suspend the Service after notice.

6 Customer Data and your content

As between you and us, you own your Customer Data. We do not claim ownership of it. You grant us a worldwide, non-exclusive license to host, copy, process, transmit, and display Customer Data, and to create derived indexes, embeddings, and knowledge-graph representations of it, in each case solely to provide, secure, maintain, and support the Service for you and as permitted by our Privacy Policy and any applicable Data Processing Agreement. We do not use identifiable Customer Data to improve the Service. Any use to improve the Service is limited to the de-identified and aggregated data described below. Where you have signed a Data Processing Agreement, it controls the scope of our processing of personal data.

Your responsibilities and representations

You are solely responsible for your Customer Data and for the Integrations, sources, and Trawl targets you choose. You represent and warrant that:

• you have all rights, consents, permissions, and lawful bases needed to provide the Customer Data to us and to authorize our processing of it under these Terms;
• the Customer Data and your use of the Service do not infringe or violate the intellectual property, privacy, publicity, contractual, or other rights of any person, or any law or regulation; and
• you have provided any notices and obtained any consents required from individuals whose personal data appears in your Customer Data.

Data you must not submit

The Service is not designed or authorized for regulated categories of data. Unless we expressly agree in writing, you will not submit protected health information subject to HIPAA, cardholder data subject to PCI DSS, biometric identifiers, or government-issued identification or full financial-account numbers. Vernais is not a HIPAA Business Associate and will not enter a Business Associate Agreement. You are solely responsible for, and your indemnity covers, any regulated data you submit in breach of this section.

Roles under data protection law

For Customer Data that contains personal data, you act as the controller (or equivalent) and we act as your processor, acting on your documented instructions. Our processing of such personal data is governed by our Privacy Policy and, where applicable, a Data Processing Agreement, which is available on request and, when executed, forms part of these Terms. If we become aware of a personal data breach affecting your Customer Data, we will notify you without undue delay and give you the information you reasonably need to meet your own obligations, with detailed timelines set out in the Data Processing Agreement.

Aggregated and service data

We may collect and use configuration, usage, and performance data, and may generate de-identified and aggregated statistics about use of the Service, to operate, secure, analyze, and improve the Service and our business. We do this in a way that does not identify you, your Authorized Users, or any individual, and we do not disclose your Customer Data in identifiable form as part of it.

Backups and deletion

You are responsible for maintaining your own copies of anything important to you. On termination, Customer Data is handled as described in the termination section below.

7 Integrations and third-party services

The Service lets you connect third-party products and data sources. When you enable an Integration, you authorize us to access, retrieve, and process data from that third-party service on your behalf, using the credentials and permissions you provide.

• You represent that you are authorized to connect each Integration and to grant us access to the data it exposes, and that doing so does not violate any agreement between you and the third party.
• Third-party services are governed by their own terms and privacy policies. Your use of them is between you and the third party, and we are not responsible for their availability, accuracy, security, or practices.
• A third party may change, limit, suspend, or discontinue access to its service at any time. We are not liable for any resulting loss of functionality, and continued access to any Integration is not guaranteed.

8 AI outputs and no reliance

The Service uses artificial intelligence and machine-learning models, including hosted third-party models, to generate Outputs. We design the Service to ground answers in your data, to cite sources, and to prefer saying "I do not know" over guessing. Even so, Outputs are probabilistic and may be inaccurate, incomplete, out of date, or not suitable for your purpose.

9 Acceptable use

You agree not to, and not to permit anyone to, use the Service to:

• violate any law or regulation, or infringe or misappropriate any intellectual property, privacy, publicity, or other right;
• upload or process data you are not permitted to provide, or data that is unlawful, harmful, defamatory, or that includes sensitive categories of personal data you have no lawful basis to share;
• submit regulated data the Service is not authorized for, including protected health information, cardholder data, biometric identifiers, or government-issued identification or full financial-account numbers, unless we agree in writing;
• use Trawl or any scraping or collection feature in a manner that violates the terms of service, technical measures, robots instructions, rate limits, or other rules of a target website or source, or that violates any applicable law, including in relation to personal data;
• circumvent, disable, or interfere with usage limits, security, or access controls, or gain unauthorized access to the Service or its related systems;
• reverse engineer, decompile, or attempt to derive source code or the underlying models of the Service, except to the extent this restriction is prohibited by law;
• use the Service, or its Outputs, to build, train, or improve a competing product, model, or dataset, or to benchmark against us for a competing purpose;
• resell, sublicense, rent, or provide the Service to a third party as a service bureau, except as expressly permitted;
• send malware, conduct a denial-of-service attack, or impose an unreasonable load on the Service or on any connected third-party service; or
• use the Service for high-risk activities where failure or inaccuracy could lead to death, personal injury, or severe physical, environmental, or property damage.

You are responsible for your Authorized Users' compliance with this section. We may investigate suspected violations and may suspend or limit access to protect the Service, our users, or third parties, as described in the termination section.

10 Intellectual property

The Service, including its software, models, design, interfaces, documentation, and the Vernais name and logo, is owned by Vernais and its licensors and is protected by intellectual property laws. Except for the limited license granted to you, we reserve all rights. These Terms do not grant you any right to our trademarks or brand features without our prior written consent.

Feedback

If you give us feedback, suggestions, or ideas about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate it without restriction or obligation to you.

Copyright and takedown

We respect intellectual property rights. If you believe material available through the Service infringes your copyright, send a notice with the information required by the Digital Millennium Copyright Act to our designated agent at copyright@atmosphor.com. We will respond to valid notices, including by removing infringing material where appropriate, and we will terminate access for repeat infringers in appropriate cases.

11 Confidentiality

Each party may access confidential information of the other. The receiving party will use the disclosing party's confidential information only to perform under these Terms, will protect it with at least reasonable care, and will not disclose it except to personnel and advisors who need it and are bound by similar obligations. This does not apply to information that is public through no fault of the receiving party, was already known, is independently developed, or is rightfully received from a third party. A party may disclose confidential information if legally compelled, giving reasonable prior notice where lawful. Your Customer Data is your confidential information; our non-public product and security information is ours.

12 Beta and early-access features

We may offer features labeled beta, preview, early access, or similar ("Beta Features"). Beta Features are provided "as is" for evaluation, may be changed or withdrawn at any time, are not covered by any service level or support commitment, and may be less reliable than generally available features. Any use of a Beta Feature is at your own risk.

13 Suspension and termination

You may stop using the Service and terminate your subscription at any time, effective at the end of your current term, subject to the billing section. We may suspend or terminate your access, in whole or in part, if you materially breach these Terms, fail to pay, use the Service in a way that poses a security, legal, or operational risk, or if we are required to do so by law. Where practical and lawful, we will give notice and an opportunity to cure.

Effect of termination

On termination, your license ends and you must stop using the Service. For a limited period after termination, and on your written request, we will make Customer Data available for export in a commercially reasonable format, after which we may delete it in the ordinary course, subject to legal retention requirements and routine backups that expire on a rolling basis. Sections that by their nature should survive termination, including sections on fees accrued, Customer Data licenses needed to complete deletion, intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, dispute resolution, and general terms, survive.

We will not be liable to you or any third party for any suspension, limitation, or termination of the Service carried out in accordance with these Terms. Suspension or termination does not relieve you of your obligation to pay fees accrued through the effective date.

14 Disclaimer of warranties

15 Limitation of liability

16 Indemnification

You will defend, indemnify, and hold harmless Vernais and its affiliates, officers, directors, employees, and agents from and against any third-party claims, and any resulting losses, damages, liabilities, costs, and reasonable legal fees, arising out of or relating to: (a) your Customer Data, Integrations, or Trawl targets; (b) your or your Authorized Users' use of the Service; (c) your breach of these Terms or violation of law or of a third party's rights; or (d) any decision or action taken based on an Output.

You will give us prompt notice of any claim, though a delay excuses your obligations only to the extent it prejudices the defense. You will defend the claim with counsel reasonably acceptable to us, and we may participate with our own counsel at our own expense or assume sole control of the defense at your expense. You will pay all damages, settlements, and reasonable costs finally awarded or agreed. You may not settle any claim without our prior written consent if the settlement imposes any liability, payment, admission, or non-monetary obligation on us or any Vernais indemnitee.

17 Dispute resolution and arbitration

Please read this section carefully. It affects how disputes are resolved.

Informal resolution first

Before starting a formal proceeding, the parties will try to resolve any dispute informally by contacting legal@atmosphor.com and negotiating in good faith for at least 30 days after written notice describing the dispute.

Binding arbitration

If a dispute is not resolved, it will be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, rather than in court, except that either party may bring an individual claim in small-claims court, and either party may seek injunctive relief in court to protect intellectual property or confidential information. The seat of arbitration is Delaware, United States, and the arbitration will be conducted in English. Judgment on the award may be entered in any court of competent jurisdiction.

Class-action and jury waiver

To the fullest extent permitted by law, disputes will be resolved only on an individual basis. You and Vernais waive any right to a jury trial and any right to bring or participate in a class, collective, consolidated, or representative action. An arbitrator may not consolidate claims or preside over any form of representative proceeding.

30-day opt-out

You may opt out of this arbitration and class-waiver agreement by emailing legal@atmosphor.com within 30 days of first accepting these Terms, stating your name, account, and intent to opt out. Opting out of arbitration does not affect any other part of these Terms. If we later make a material change to this dispute resolution section, we will give notice, the change applies only to disputes that arise after it takes effect, and you will have a fresh 30 days from that notice to opt out of the changed terms by the same method. No change to this section applies to a dispute of which we had notice before the change.

Governing law

These Terms and any dispute are governed by the laws of the State of Delaware and applicable United States federal law, without regard to conflict-of-laws rules. Where arbitration does not apply, the state and federal courts located in Delaware have exclusive jurisdiction, and the parties consent to that venue. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

18 Export, sanctions, and anti-corruption

You will comply with all applicable export control, economic sanctions, and anti-corruption laws. You represent that you and your Authorized Users are not located in, or ordinarily resident in, a country or territory subject to comprehensive sanctions, and are not on any government restricted-party list, and you will not use the Service in violation of any export or sanctions law.

19 Changes to the service and these Terms

We may modify these Terms from time to time. If we make a material change, we will give notice by a reasonable means, such as email to your account contact or a notice in the Service, at least 30 days before the change takes effect, and the updated Terms will show a new effective date. Material changes apply only going forward. If you do not agree to a change, you may reject it by stopping use of the Service and terminating before the change takes effect; your continued use after that date means you accept the updated Terms. No change applies retroactively to a dispute or right that accrued before it takes effect, and changes to the dispute resolution section are governed by that section. Non-material changes may take effect when posted. We may also change or discontinue the Service or any feature, as described above.

20 General terms

• Entire agreement. These Terms, the Privacy Policy, and any order form or Data Processing Agreement are the entire agreement between the parties about the Service and supersede prior agreements on that subject.
• Order of precedence. If these documents conflict, precedence is: first a mutually signed order form or master agreement, then the Data Processing Agreement, then these Terms, then the Privacy Policy, unless a document expressly states otherwise for a specific term.
• U.S. Government users. The Service is Commercial Computer Software and Commercial Computer Software Documentation. Government end users acquire only the rights set out in these Terms, consistent with FAR 12.212 and DFARS 227.7202.
• Severability. If any provision is held unenforceable, it will be limited or removed to the minimum extent necessary and the rest stays in effect.
• No waiver. A failure to enforce a provision is not a waiver of it.
• Assignment. You may not assign these Terms without our prior written consent, except to a successor in a merger or sale of substantially all assets that is not a competitor of ours. We may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets. Any other attempted assignment is void.
• Force majeure. Neither party is liable for a delay or failure caused by events beyond its reasonable control, such as acts of God, outages of third-party services, network or power failures, or governmental action.
• Notices. We may give notice by email to your account contact or by posting in the Service. Legal notices to us must be sent to legal@atmosphor.com.
• Relationship. The parties are independent contractors. These Terms create no partnership, joint venture, agency, or employment relationship, and no third-party beneficiaries.
• Publicity. We may identify you as a customer, including by name and logo, in a customer list or on our website. You may withdraw this permission by emailing legal@atmosphor.com.

21 How to contact us

Questions about these Terms can be sent to our team. We are happy to walk you or your counsel through anything here.

These Terms were last updated on 9 July 2026.