Terms of Service

For purposes of these Terms, “Services” means the software, platform, professional services, consulting, support, and related functionality provided by Decipher. “Customer” means the business, organization, or authorized representative accessing or using the Services.

“Content” means data, files, documents, records, and information provided, uploaded, processed, or generated through the Services in connection with a customer engagement or transaction workflow.

These Terms govern the relationship between Decipher and the Customer and form the agreement for use of the platform and related services. By accessing or using the Services, the Customer agrees to comply with these Terms and any additional policies referenced herein.

Decipher may update these Terms from time to time. Continued use of the Services after any revision becomes effective constitutes acceptance of the updated Terms, subject to applicable rights and notice requirements.

Decipher will provide access to the Services as described in the applicable order, subscription, or statement of work. Access may be subject to user authentication, role-based permissions, account setup, and technical requirements specified by Decipher.

The Customer is responsible for maintaining the confidentiality of account credentials and authorized access rights granted to its personnel, affiliates, or third parties. Unauthorized use, sharing, or misuse of credentials remains the Customer’s responsibility.

The Customer shall provide accurate information, timely approvals, and complete cooperation necessary for the Services to operate as expected. This includes maintaining accurate business records, responding to validation requests, and ensuring lawful use of the platform.

The Customer shall not use the Services for unlawful activity, for fraudulent purposes, or in a manner that interferes with the integrity, security, or performance of the platform or related systems.

Fees for the Services are described in the applicable subscription, pricing schedule, or order form. Unless otherwise stated, fees are due according to the billing cadence and terms set forth therein.

Late or disputed payments may be subject to interest, suspension of service, or other remedies allowed under the applicable agreement, while the Customer remains responsible for all amounts owed.

Decipher retains all intellectual property rights in the platform, software, interfaces, documentation, and related materials, including proprietary workflows, templates, and associated technology. No ownership rights are transferred to the Customer except as expressly stated.

The Customer retains ownership of its business data and content uploaded into or derived from the Services, subject to the license rights granted to Decipher to provide, improve, and operate the Services in accordance with these Terms and applicable privacy requirements.

Each party shall protect the confidential information of the other party using reasonable measures appropriate to the sensitivity of the information and shall use such information only for the purposes contemplated by these Terms.

Confidential information may include business plans, transaction records, software details, customer information, internal processes, and other non-public information disclosed in connection with the Services.

Decipher processes personal and business information in accordance with applicable privacy laws and the Privacy Policy applicable to the Services. The Customer is responsible for ensuring that any data it provides to Decipher is lawfully obtained and used in compliance with applicable law.

Where processing is performed on behalf of the Customer, both parties will cooperate to ensure appropriate safeguards, notice, consent, retention, and security controls are in place for the information handled through the platform.

To the maximum extent permitted by law, Decipher shall not be liable for indirect, incidental, consequential, punitive, or special damages arising out of or relating to the Services, including loss of business, goodwill, data, reputational harm, or similar losses, even if advised of the possibility of such damages.

Decipher’s aggregate liability arising out of or relating to the Services shall not exceed the fees paid or payable for the applicable service period, except to the extent prohibited by applicable law or expressly stated otherwise in a signed agreement.

Either party may terminate the Services in accordance with the applicable subscription, order, or written contract. Decipher may suspend access if the Customer breaches these Terms, fails to pay fees, or creates a material security or operational risk.

Upon termination, the Customer remains responsible for any fees incurred and for the return or deletion of any confidential information or customer data as required by the applicable agreement and applicable law.

These Terms are governed by and construed in accordance with the laws of the jurisdiction stated in the applicable agreement, without regard to conflicts of law rules. Any dispute arising from these Terms shall be resolved through the venue and process specified therein or otherwise through the courts with proper jurisdiction.

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be replaced by a valid one that most closely reflects the original intent.