Effective Date: December 16, 2026
Pham 89 AI Inc. and its affiliates (collectively or individually, as applicable, "Pham 89 AI," "our," "we," or "us") offer products and services through one or more of our websites, including without limitation the website located at www.pham89ai.com, all mobile versions of the same, and all successor websites, applications or other platforms thereof (such products and services, as well as the website, platform, application and dashboard through which they are provided, "Services") subject to these Pham 89 AI Terms of Service (these "Terms of Service").
BY ACCESSING AND USING THE SERVICES, OR BY CLICKING "I AGREE" DURING THE CUSTOMER ONBOARDING PROCESS, YOU ACKNOWLEDGE AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE AS THE "CUSTOMER" HEREUNDER, AS WELL AS TO HAVE ACCEPTED AND ENTERED INTO AN "ORDER FORM" AS THAT TERM IS DEFINED HEREIN. THESE TERMS OF SERVICE ARE A LEGALLY BINDING AGREEMENT BETWEEN PHAM 89 AI INC. AND CUSTOMER. IF YOU USE THE SERVICES ACTING AS THE AGENT FOR A COMPANY OR OTHER ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH COMPANY OR ENTITY AS THE "CUSTOMER" HEREUNDER, AND YOU GUARANTEE COMPLIANCE BY SUCH COMPANY OR ENTITY WITH THESE TERMS OF SERVICE.
PHAM 89 AI RESERVES THE RIGHT AT ANY TIME TO CHANGE, ADD, OR DELETE PORTIONS OF THESE TERMS OF SERVICE. PHAM 89 AI WILL NOTIFY YOU OF CHANGES TO THESE TERMS OF SERVICE, IF ANY, BY REPLACING THESE TERMS OF SERVICE ON THE SERVICES WITH UPDATED TERMS OF SERVICE THAT INCLUDE A NEW EFFECTIVE DATE SET FORTH ABOVE.
As used in this Agreement:
Subject to and in accordance with this Agreement, including, without limitation, payment of all applicable fees (if any), Pham 89 AI shall make the Services available to Customer.
Customer acknowledges and agrees that Customer's Users' access and use of the Services is dependent upon access to telecommunications and Internet services. Customer will be solely responsible for acquiring and maintaining all telecommunications and Internet services and other hardware and software required to access and use the Services, including, without limitation, all costs, fees, expenses, and taxes of any kind related to the foregoing.
Pham 89 AI reserves the right to enhance, improve and modify the Services on a continuous basis at no cost to Customer.
Subject to Customer's compliance with the terms and conditions contained in this Agreement and the Documentation, Pham 89 AI grants to Customer during the Term a non-exclusive, non-transferable, worldwide, revocable, non-sublicensable right to allow its Users to access and use the Services solely for Customer's internal business purposes. Customer shall be responsible for any breach of this Agreement by any User.
To enable Pham 89 AI to provide the Services, Customer grants to Pham 89 AI a non-exclusive, royalty-free license to access, use, and copy the Customer Inputs solely as necessary to provide the Services for the benefit of Customer. Pham 89 AI agrees Customer owns all right, title and interest in and to the Customer Inputs and reserves all rights thereto that are not expressly granted to Pham 89 AI under this Agreement. CUSTOMER WILL BE RESPONSIBLE FOR MAKING BACK-UP AND ARCHIVAL COPIES OF ALL CUSTOMER INPUTS. IN NO EVENT WILL PHAM 89 AI BE RESPONSIBLE TO CUSTOMER OR ANY OTHER PERSON OR ENTITY FOR ANY LOSS, CORRUPTION OR ALTERATION OF CUSTOMER INPUTS.
Unless otherwise provided in the applicable Order Form, Customer, through its Admin Users, may provide for an unlimited number of Users to access and use the Services. Pham 89 AI will provide Admin Users with the ability to grant Access Credentials to each User. Customer will at all times be responsible for all actions taken under Customer's or any User's account.
The service levels applicable to the Services are set forth in the Service Level Agreement available on our website (the "Service Level Agreement") and are expressly incorporated herein. Service levels vary based on the pricing plan and service level selected by Customer.
The Services, the Pham 89 AI Technology, the Pham 89 AI Analytics (defined below), the Documentation and all worldwide Intellectual Property Rights in each of the foregoing and in all derivative works of each of the foregoing, are the exclusive property of Pham 89 AI and its licensors. The Services are licensed to Customer, not sold, and except for the rights and licenses expressly granted herein, all rights in and to all of the foregoing are reserved by Pham 89 AI and its licensors.
Pham 89 AI may publicly refer to Customer as a customer of Pham 89 AI, including on Pham 89 AI's website and in sales presentations, and may use Customer's logo for such purposes. Similarly, Customer may publicly refer to itself as a customer of Pham 89 AI and the Services, including on Customer's website.
Customer acknowledges that Pham 89 AI may, directly, including through the Services, or indirectly through the services of third parties, collect and store information and data regarding use of the Services and about equipment on which the Services are installed or through which it is otherwise accessed and used, including without limitation information and data derived from aggregated anonymized inputs to, and usage of, the Services across all Pham 89 AI customers (collectively, "Pham 89 AI Analytics"). Pham 89 AI Analytics shall not include any personally identifiable information or Customer Inputs.
Customer acknowledges and agrees that Pham 89 AI may create, collect, use and disclose the Pham 89 AI Analytics for any business purposes, including without limitation to improve the performance of the Services or develop updates thereto and to verify Customer's compliance with the terms of this Agreement.
Customer hereby assigns to Pham 89 AI all rights, title, and interest in and to any suggested improvements, enhancements, or other feedback provided by Customer or any Customer User or personnel with respect to the Services.
Customer will be responsible for all acts and omissions of Customer's Users, as well as all activity that occurs on any Customer account. Customer agrees to: (1) keep its Access Credentials secure and confidential and not to allow any of Customer's Users to provide their Access Credentials to anyone else; and (2) not permit others to use Customer's Access Credentials. Customer will notify Pham 89 AI immediately if it learns of any unauthorized use of any Access Credentials or any other known or suspected breach of security.
Customer shall comply with all applicable laws, rules and regulations in its use of the Services. Customer shall use the Services solely for Customer's internal business purposes as contemplated by this Agreement and shall not:
Customer agrees that, during the period in which Customer is using the Services and ending on the fourth (4th) anniversary of the last date of Customer's use of the Services, Customer will not directly or indirectly, and Customer will ensure that Customer's Users do not directly or indirectly, render services to any third party for the purposes of competing with the Services or Pham 89 AI Technology, or interfere with business relationships between Pham 89 AI and its customers or potential customers.
Customer acknowledges and agrees that Pham 89 AI will suffer irreparable harm in the event that Customer breaches any of these obligations and that monetary damages would be inadequate to compensate Pham 89 AI for such breach. Accordingly, Pham 89 AI will be entitled to obtain preliminary and permanent injunctive relief.
Customer represents, warrants and covenants that the Customer Inputs:
If Customer elects to use or upgrade to a paid version of the Services, Customer will pay to Pham 89 AI the fees set forth in each Order Form in accordance with the payment schedule set forth therein. Unless otherwise specified in an Order Form, Customer will be required to pay the fees set forth in each Order Form within thirty (30) days of the invoice date. Except as otherwise set forth herein or in an applicable Order Form, all fees are nonrefundable, will be paid in U.S. dollars, and exclude all applicable sales, use, value-added, and other taxes. Any fees that are not paid when due are subject to interest at one percent (1.0%) per month or the maximum rate permitted by applicable law, whichever is less, from the due date until paid.
Customer will make all payments to Pham 89 AI free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of fees to Pham 89 AI, other than taxes on Pham 89 AI's income, will be Customer's sole responsibility.
If Customer uses the Services free-of-charge, whether in connection with a free version of the Services, a special offer, a proof-of-concept or trial period, or otherwise ("Free Services"), Customer acknowledges and agrees that such Free Services are offered "as is," "as available," and without any representations or warranties of any kind, and Pham 89 AI hereby disclaims the same. Pham 89 AI reserves the right to immediately and/or automatically terminate Customer's access to the applicable Free Services, with or without prior notice.
Each party (the "Disclosing Party") may from time to time during the Term disclose to or learn from the other party (the "Receiving Party") certain information regarding the Disclosing Party's business, including without limitation, technical, marketing, financial, employee, planning, and other confidential or proprietary information ("Confidential Information"). For the avoidance of doubt, the Services and the Pham 89 AI Technology constitutes Confidential Information of Pham 89 AI, and Customer Inputs constitute the Confidential Information of Customer.
The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose not expressly permitted by this Agreement, and will disclose the Confidential Information of the Disclosing Party only to the employees and contractors of the Receiving Party who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party's duty hereunder.
The Receiving Party's obligations under this subsection will not apply to any portion of the Disclosing Party's Confidential Information if the Receiving Party can document that such information: (a) was already lawfully known to the Receiving Party at the time of disclosure; (b) is disclosed to the Receiving Party by a third party who had the right to make such disclosure; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) was independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
If and to the extent the Customer Inputs include any Personal Data, Pham 89 AI and Customer shall comply with their respective obligations outlined in applicable data protection laws and regulations.
Customer shall not provide, transmit, disclose, or otherwise make available to Pham 89 AI any "Protected Health Information" as defined under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"). Customer agrees that Pham 89 AI is not a "Business Associate" under HIPAA, and Customer shall not use the Services in any manner that would require Pham 89 AI or the Services to comply with HIPAA.
THE SERVICES WILL MATERIALLY CONFORM TO THE DOCUMENTATION. IF CUSTOMER BELIEVES THE SERVICES DO NOT MATERIALLY CONFORM TO THE DOCUMENTATION, CUSTOMER MUST PROVIDE PHAM 89 AI NOTICE OF SUCH NONCONFORMITY WITHIN THIRTY (30) DAYS. EXCEPT AS PROVIDED IN THE FIRST SENTENCE OF THIS SECTION 7, THE SERVICES ARE PROVIDED "AS IS", "AS AVAILABLE", AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, AND PHAM 89 AI HEREBY DISCLAIMS THE SAME.
CUSTOMER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS PHAM 89 AI, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, CLIENTS, SUPPLIERS, RESELLERS, AND LICENSORS, FROM AND AGAINST ANY AND ALL COSTS, FEES, LOSSES, CLAIMS AND LIABILITIES WHICH THEY MAY INCUR IN CONNECTION WITH CUSTOMER'S BREACH OF THIS AGREEMENT OR CUSTOMER'S USE OF THE SERVICES.
PHAM 89 AI AGREES TO DEFEND CUSTOMER FROM AND AGAINST ANY AND ALL LEGITIMATE THIRD-PARTY CLAIMS THAT THE SERVICES, WHEN USED IN ACCORDANCE WITH THIS AGREEMENT, INFRINGE ANY THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY WILL PHAM 89 AI, OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, SUPPLIERS, RESELLERS, OR LICENSORS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST, CORRUPTED, OR STOLEN DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR FOR ANY TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, PHAM 89 AI'S AGGREGATE LIABILITY TO CUSTOMER OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT AND THE SERVICES SHALL IN NO EVENT EXCEED THE CHARGES AND FEES PAID BY CUSTOMER DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY.
The initial term of each Order Form shall commence on the effective date of such Order Form and shall continue for a period of one (1) year thereafter. Each Order Form shall renew automatically for additional one (1) year periods unless a party provides the other party with written notice of its intention not to renew at least sixty (60) days prior to the expiration of the then-current term. The initial term, together with each renewal term, is referred to herein as the "Term."
In the event a party breaches this Agreement, this Agreement and any relevant Order Form may be terminated by the other party effective immediately upon written notice if the breaching party does not cure the breach within thirty (30) days after receiving such written notice.
Pham 89 AI may cancel or suspend all Users' access to the Services if: (a) a reasonable threat to the technical security or technical integrity of the Services exists; (b) Pham 89 AI believes that Customer has breached any representation, warranty, or covenant in this Agreement; or (c) any amount due is not received by Pham 89 AI within thirty (30) days after it was due.
Upon expiration or termination of this Agreement, Customer's and its Users' right to access and use the Services will immediately terminate, Customer and its Users will immediately cease all use of the Services, and each party will destroy and make no further use of any Confidential Information belonging to the other party.
Sections 1, 3.5, 3.7, 3.8, 5, 6, 7, 8, 9, 10, and 11 shall survive any termination or expiration of this Agreement.
This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, U.S.A., without reference to conflicts of laws provisions. Any dispute or claim arising out of, or in connection with, this Agreement shall be finally settled by binding arbitration in Thurston County, Washington, in accordance with the rules of the American Arbitration Association. The arbitrator shall apply the law of the State of Washington, without reference to rules of conflict of law or statutory rules of arbitration, to the merits of any dispute or claim. Judgment on the award rendered by the arbitrator may be confirmed, reduced to judgment and entered in any court of competent jurisdiction.
In the event that the above arbitration provision is held invalid or unenforceable, then any dispute with respect to this Agreement shall be brought and heard either in the Washington state courts located in Thurston County, Washington, or the federal district court for the Western District of Washington. Customer hereby irrevocably and unconditionally consents to the jurisdiction and venue of such courts.
Notwithstanding anything herein to the contrary, if either party seeks preliminary injunctive relief to protect its rights, then such party will have the power, without waiving this arbitration agreement, to invoke the jurisdiction of a court of competent jurisdiction for the exclusive purpose of obtaining such preliminary injunctive relief, and for such purpose each party hereby consents to the jurisdiction of, and the laying of venue in, the state and federal courts sitting in Thurston County, Washington.
BY ENTERING INTO THIS ARBITRATION AGREEMENT, CUSTOMER AND PHAM 89 AI AGREE THAT EACH MAY BRING CLAIMS WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Services.
If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
This Agreement, including all Order Forms, constitutes the entire agreement between the parties as to its subject matter, and supersedes all previous and contemporaneous agreements, proposals or representations, written or oral, concerning the subject matter of this Agreement.
Neither party will assign, subcontract, delegate, or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of the other party.
All notices provided by Pham 89 AI to Customer under this Agreement may be delivered by electronic mail to the electronic mail address provided by Customer when signing up for the Services. All notices provided by Customer to Pham 89 AI under this Agreement may be delivered by electronic mail to [email protected] or by registered or certified mail, postage prepaid, return receipt requested or by nationally recognized overnight courier service to:
Pham 89 AI Inc.
Attn: Legal Department
Thurston County, Washington
United States of America
Any delay in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of this Agreement if such delay is caused by a civil disturbance, war, terrorist attack, embargo, government action or restriction, act of God, sabotage, fluctuation or non-availability of electrical power, labor dispute, fire, earthquake, flood, pandemic, or any other event beyond the control of such party.
Pham 89 AI's relationship to Customer is that of an independent contractor, and neither party is an agent or partner of the other.
For questions about these Terms of Service, you can contact us by email at [email protected]