Subscription Agreement
Effective Date: September 14, 2026
This Subscription Agreement governs Customer's subscription to Efferent operated by Efficion LLC. It establishes the terms for access, use, billing, data handling, and related obligations.
1. Agreement and Order of Precedence
This Subscription Agreement governs Customer's subscription to Efferent. An Order Form, online checkout, statement of work, Data Processing Agreement, Service Level Agreement, or other written addendum may supplement this Agreement. In the event of conflict, a negotiated Order Form controls for commercial terms, followed by an applicable DPA for data-processing matters, this Agreement, and incorporated policies.
2. Subscription Grant
Subject to payment and compliance with this Agreement, Efficion grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to permit Authorized Users to access and use Efferent for Customer's internal business purposes.
3. Services
Efferent may provide multi-channel messaging, SMS, WhatsApp and email functionality, social publishing, Unified Inbox, social engagement, social listening, campaign management, Automation Studio, webhooks, analytics, AI-assisted engagement, and supported third-party integrations. Availability is subject to plan entitlements, geography, third-party platform permissions, and technical limitations.
4. Customer Accounts and Administration
Customer is responsible for Authorized Users, account configuration, credential security, role assignments, connected accounts, and all activity conducted under Customer's credentials except to the extent caused by Efficion's breach of its obligations.
5. Fees, Billing and Taxes
Customer will pay fees specified in the applicable Order Form or pricing interface. Unless otherwise stated, fees are due in advance, non-cancelable and non-refundable except as required by law or expressly provided in writing. Customer is responsible for applicable sales, use, excise, value-added, and similar taxes, excluding taxes on Efficion's net income.
6. Usage and Overages
Plans may include limits for users, messages, channels, API calls, storage, automation executions, or other resources. Efficion may charge disclosed overage fees, require an upgraded plan, throttle non-compliant usage, or suspend materially excessive use after reasonable notice where practicable.
7. Customer Data
Customer retains ownership of Customer Data. Customer grants Efficion the rights reasonably necessary to host, process, transmit, display, secure, back up, and otherwise handle Customer Data to provide the Services and perform contractual obligations.
8. Communications Compliance
Customer is solely responsible for obtaining required consents and complying with applicable communications and marketing laws, including the TCPA and CAN-SPAM where applicable, as well as carrier, messaging provider, and third-party platform requirements. Customer must honor opt-outs and suppression requests.
9. Third-Party Services
Efferent may interoperate with third-party platforms. Efficion does not control third-party APIs, availability, policies, content, account decisions, or changes. Customer authorizes Efficion to exchange information with connected services as necessary to provide requested functionality.
10. Acceptable Use
Customer will not use Efferent for unlawful, fraudulent, deceptive, infringing, abusive, harassing, malicious, or unauthorized activity; to transmit malware; to circumvent security or rate limits; to scrape data without authorization; or to violate third-party platform terms.
11. AI Features
AI features may generate suggestions, content, classifications, summaries, analytics, or automated actions. Outputs may be inaccurate or incomplete. Customer is responsible for human review appropriate to the use case and for all actions taken based on outputs.
12. Security and Privacy
Efficion will maintain commercially reasonable administrative, technical, and organizational safeguards. Personal information will be handled under the Efferent Privacy Policy and, where applicable, the parties' DPA.
13. Intellectual Property
Efficion and its licensors own Efferent, software, documentation, designs, trademarks, models, workflows, and other proprietary technology. No ownership transfers to Customer. Feedback may be used by Efficion without restriction or obligation.
14. Confidentiality
Each party will protect the other's Confidential Information using at least reasonable care and will use it only to perform or receive the Services. Standard exclusions apply for information independently developed, lawfully received without restriction, or publicly available without breach.
15. Term and Renewal
The initial Subscription Term is stated in the applicable Order Form or checkout. Unless otherwise specified, paid subscriptions may renew automatically for successive periods of equal length until timely canceled under the applicable subscription terms.
16. Suspension and Termination
Efficion may suspend access for material breach, nonpayment, security risk, unlawful activity, or third-party platform requirements. Either party may terminate for uncured material breach after written notice and a reasonable cure period, unless immediate termination is legally or operationally necessary.
17. Effect of Termination
Upon termination, access ends and unpaid amounts become due. Customer may retrieve Customer Data during any stated export period, subject to technical capability and legal retention obligations. Efficion may thereafter delete Customer Data in accordance with its retention practices and DPA.
18. Warranties and Disclaimer
Each party warrants authority to enter this Agreement. EXCEPT AS EXPRESSLY PROVIDED, EFFERENT IS PROVIDED 'AS IS' AND 'AS AVAILABLE,' AND EFFICION DISCLAIMS IMPLIED WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY LAW.
19. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR LOST PROFITS, REVENUE, OR GOODWILL. EFFICION'S AGGREGATE LIABILITY WILL NOT EXCEED FEES PAID OR PAYABLE FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE MONTHS PRECEDING THE EVENT.
20. Indemnification
Customer will defend and indemnify Efficion from third-party claims arising from Customer Data, Customer communications, unlawful use, or Customer's violation of third-party rights or applicable law. Efficion will provide prompt notice and reasonable cooperation.
21. Governing Law; Venue
Unless a negotiated Order Form provides otherwise, this Agreement is governed by the laws of the State of New Jersey, without regard to conflicts principles, and the parties consent to exclusive jurisdiction in state or federal courts located in New Jersey.
22. General
Neither party is liable for delay caused by events beyond reasonable control, except payment obligations. Customer may not assign this Agreement without consent except in a qualifying corporate transaction. This Agreement and incorporated documents constitute the entire agreement regarding the subscription.