Terms of Service
Software-as-a-Service Customer Agreement · Effective Date: August 2026
These Terms of Service govern your access to and use of the Efferent platform operated by Efficion LLC. By creating an account, purchasing a subscription, or otherwise using the Services, you agree to be bound by these Terms.
1. Agreement to Terms
These Terms of Service ("Terms") constitute a legally binding agreement between Efficion LLC ("Efficion," "Company," "we," "our," or "us") and the individual or legal entity accessing or using Efferent ("Customer," "you," or "your"). These Terms govern access to and use of the Efferent website, applications, software, APIs, integrations, communication functionality, and related services (collectively, the "Services"). By creating an account, purchasing a subscription, connecting a third-party account, or otherwise using the Services, you acknowledge that you have read, understood, and agree to these Terms.
2. Definitions
"Efferent" means the software platform and related services operated by Efficion LLC. "Customer Data" means data, content, communications, files, media, account information, and other materials submitted to or processed through the Services by or on behalf of Customer. "Third-Party Services" means external platforms, networks, carriers, messaging providers, APIs, and other services integrated with Efferent. "Authorized User" means an individual permitted by Customer to access the Services under Customer's account. "Subscription" means the paid or free service plan applicable to Customer.
3. Eligibility and Authority
You must have legal capacity to enter into these Terms. If you access the Services on behalf of a company or other organization, you represent and warrant that you are authorized to bind that organization. Customer is responsible for ensuring that its Authorized Users comply with these Terms.
4. The Efferent Platform
Efferent is a unified customer engagement platform that may provide customer conversation management, unified inbox functionality, social engagement, social listening, publishing, SMS, WhatsApp, email, automation workflows, webhooks and event processing, analytics, API integrations, and AI-assisted engagement. Features may vary by plan, geography, provider availability, and applicable third-party platform requirements.
5. Account Registration and Security
Customer shall provide accurate and current registration information and shall maintain the confidentiality of account credentials. Customer is responsible for all activity occurring under its account except to the extent caused by Efficion's breach of its security obligations. Customer shall promptly notify Efficion of suspected unauthorized access or security incidents involving the account.
6. Subscription Services, Fees and Taxes
Paid Services are subject to the applicable order form, pricing page, or subscription plan. Customer agrees to pay all charges when due and authorizes applicable payment processing. Unless expressly stated otherwise, fees are non-refundable except where required by applicable law. Customer is responsible for applicable taxes, duties, and governmental charges other than taxes imposed on Efficion's net income.
7. Customer Responsibilities
Customer is solely responsible for its use of the Services, Customer Data, connected accounts, campaigns, communications, and business practices. Customer shall obtain and maintain all rights, permissions, notices, and consents required to collect, use, process, publish, or transmit information through the Services.
8. Messaging and Communications Compliance
Customer is responsible for compliance with all laws and industry rules applicable to communications sent through Efferent, including, where applicable, the Telephone Consumer Protection Act, CAN-SPAM Act, applicable state privacy and communications laws, carrier requirements, and platform rules. Customer shall honor opt-out, suppression, and consent requirements and shall not use Efferent to send unlawful, deceptive, unsolicited, or abusive communications.
9. Third-Party Services and Platform Integrations
Efferent may integrate with services including TikTok, Facebook, Instagram, X, LinkedIn, WhatsApp, SMS providers, email providers, cloud infrastructure, and other third-party services. Customer's use of Third-Party Services is subject to the applicable provider's terms and policies. Third parties may modify, restrict, suspend, or discontinue APIs or functionality. Efficion is not responsible for the acts, omissions, availability, or policy decisions of Third-Party Services.
10. API Access and Webhooks
Where Efferent uses or exposes APIs or webhooks, Customer shall use them only for authorized purposes and in accordance with applicable documentation, rate limits, security requirements, and third-party policies. Customer shall not attempt to circumvent rate limits, access controls, authentication, or technical restrictions.
11. Customer Data and Content
As between the parties, Customer retains ownership of Customer Data. Customer grants Efficion a limited, worldwide, non-exclusive license to host, reproduce, transmit, process, display, and otherwise use Customer Data solely as necessary to provide, secure, maintain, and improve the Services and as otherwise permitted by these Terms or a written agreement. Customer represents that it has sufficient rights to provide Customer Data to Efficion for these purposes.
12. Privacy and Data Protection
Efficion will process personal information in accordance with its applicable Privacy Policy and, where applicable, a Data Processing Agreement. Customer remains responsible for determining the lawful basis and purposes for its processing activities and for providing required notices to individuals. Efficion may use service providers and subprocessors to provide the Services, subject to applicable contractual and security requirements.
13. Security
Efficion maintains administrative, technical, and organizational safeguards designed to protect the Services and Customer Data. Customer is responsible for securing its credentials, endpoints, connected accounts, and Authorized Users. Customer shall not knowingly introduce malicious code, conduct unauthorized security testing, or interfere with the security or operation of the Services.
14. Artificial Intelligence Features
Efferent may offer AI-assisted content generation, response suggestions, conversation analysis, recommendations, classification, or automation. AI outputs may be inaccurate, incomplete, or unsuitable for a particular purpose. Customer is responsible for reviewing outputs and for all decisions, communications, and actions taken using AI features. Customer shall not use AI features for unlawful or prohibited purposes.
15. Intellectual Property Rights
Efficion and its licensors retain all right, title, and interest in and to Efferent, including software, source code, architecture, interfaces, documentation, trademarks, designs, and proprietary technology, excluding Customer Data. Except for the limited rights expressly granted under these Terms, no rights are granted to Customer by implication or otherwise.
16. Acceptable Use and Prohibited Conduct
Customer shall not use Efferent to violate law or third-party rights; send spam or fraudulent communications; distribute malware; harass or abuse individuals; facilitate illegal activity; reverse engineer or attempt to derive source code; bypass security controls; interfere with the Services; scrape or harvest information without authorization; or use the Services in a manner that violates applicable Third-Party Service policies.
17. Confidentiality
Each party may receive non-public information of the other party that is designated as confidential or reasonably should be understood to be confidential ("Confidential Information"). The receiving party shall use reasonable care to protect Confidential Information and shall use it only for purposes of performing or receiving the Services. Confidential Information does not include information that is publicly available without breach, independently developed, or lawfully obtained without restriction.
18. Service Availability and Changes
Efficion will use commercially reasonable efforts to operate and maintain the Services. The Services may be unavailable due to maintenance, upgrades, security events, internet failures, or Third-Party Service disruptions. Efficion may modify, enhance, replace, or discontinue features from time to time, provided that it will not materially reduce the core functionality of a paid Service during the applicable subscription term without reasonable notice, except where required for security, legal, or third-party platform reasons.
19. Suspension and Termination
Efficion may suspend or terminate access where reasonably necessary to prevent security harm, comply with law, address material violations, or protect the Services or other users. Customer may terminate its subscription in accordance with the applicable plan or order. Upon termination, Customer's right to access the Services ends, subject to any applicable post-termination data retrieval period. Provisions that by their nature should survive termination shall survive, including payment obligations, intellectual property, confidentiality, disclaimers, limitations of liability, and indemnification.
20. Warranties and Disclaimers
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." EFFICION DISCLAIMS WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. EFFICION DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT THEY WILL ACHIEVE A PARTICULAR BUSINESS RESULT.
21. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR BUSINESS INTERRUPTION. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EFFICION'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO EFFICION FOR THE SERVICES DURING THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. Nothing in these Terms excludes liability that cannot lawfully be excluded or limited.
22. Indemnification
Customer shall defend, indemnify, and hold harmless Efficion and its officers, directors, employees, and agents from third-party claims, damages, liabilities, costs, and reasonable attorneys' fees arising from Customer Data, Customer's communications or use of the Services, Customer's violation of these Terms, or Customer's violation of applicable law or third-party rights. Efficion will provide reasonably prompt notice of an indemnified claim and reasonable cooperation at Customer's expense.
23. Compliance and Export Controls
Each party shall comply with laws applicable to its performance under these Terms. Customer shall not use or export the Services in violation of applicable U.S. export controls, sanctions, or other applicable trade restrictions.
24. Governing Law and Dispute Resolution
These Terms shall be governed by the laws of the State of New Jersey, without regard to conflict-of-law principles. To the extent permitted by law, the parties agree that disputes arising from these Terms shall be brought in the state or federal courts located in New Jersey, and each party consents to personal jurisdiction and venue in those courts. Nothing prevents either party from seeking temporary or equitable relief where appropriate.
25. Notices
Legal notices to Efficion shall be sent to the legal contact designated by Efficion. Notices to Customer may be sent to the email address or other contact information associated with Customer's account. Notices are deemed received when delivered or, for email, when transmitted without a delivery failure notice.
26. Assignment
Customer may not assign or transfer these Terms without Efficion's prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets where the assignee assumes the applicable obligations. Efficion may assign these Terms in connection with a corporate reorganization, merger, acquisition, financing, or sale of assets.
27. Force Majeure
Neither party will be liable for delay or failure caused by circumstances beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labor disruptions, governmental actions, internet or telecommunications failures, widespread cyber incidents, or failures of Third-Party Services, except for payment obligations.
28. Changes to These Terms
Efficion may amend these Terms from time to time. For material changes, Efficion will provide reasonable notice through the Services, email, or another appropriate method. Unless otherwise required by law, continued use of the Services after the effective date of revised Terms constitutes acceptance of the revised Terms.
29. General Provisions
These Terms, together with applicable order forms, subscription terms, Privacy Policy, DPA, and incorporated policies, constitute the entire agreement concerning the Services and supersede prior agreements on the same subject. If a conflict exists, the applicable order form or negotiated agreement controls over these Terms, followed by these Terms and then incorporated policies, unless expressly stated otherwise. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remaining provisions will remain in effect. No waiver is effective unless made in writing.
30. Contact Information
Efficion LLC Legal & Compliance Office (ELCO) Product: Efferent™ Legal Contact: legal@efficion.org