The TaruviBase Subscription Agreement and Terms of Service. These terms govern access to and use of the TaruviBase platform, owned and operated by Vantage Agora DBA EOX Vantage.
These Subscription Agreement and Terms of Service ("Agreement") govern access to and use of the TaruviBase platform ("TaruviBase" or the "Service"), a cloud-based software platform that enables customers to build, deploy, integrate, automate, and manage business applications and related services. TaruviBase is owned and operated by Vantage Agora DBA EOX Vantage ("EOX Vantage," "we," "our," or "us").
By creating an Account, starting a Free Trial, purchasing a Subscription, accessing, or using the Service, you agree to be legally bound by this Agreement and all policies incorporated by reference, including the TaruviBase Privacy Policy.
If you are accepting this Agreement on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to this Agreement. In that case, the terms "Customer" and "you" refer to that entity. If you do not have such authority, or if you do not agree to this Agreement, you may not access or use the Service.
If Customer and EOX Vantage have entered into a separate written Master Services Agreement ("MSA") governing Customer's use of TaruviBase, the MSA will prevail to the extent of any conflict with this Agreement.
For purposes of this Agreement, the following terms have the meanings set forth below:
The Service is intended solely for business, commercial, educational, and professional use. By creating an Account or using the Service, Customer represents and warrants that:
The Service is not intended for personal consumer use or for use by children under the age of eighteen (18).
EOX Vantage reserves the right to refuse registration, suspend access, or terminate any Account if it reasonably believes that Customer has provided false or misleading information, is not authorized to use the Service, or is otherwise in violation of this Agreement.
To access certain features of the Service, Customer must create an Account.
Customer agrees to:
Customer is responsible for all activities conducted through its Account, including the activities of its Authorized Users.
EOX Vantage may support authentication through GitHub or other third-party identity providers. Customer's use of any third-party authentication service is subject to the applicable provider's terms and privacy policy. EOX Vantage is not responsible for the availability, security, or operation of any third-party authentication service.
EOX Vantage offers multiple Subscription plans for the Service. The features, capabilities, usage limits, and pricing associated with each Subscription plan are described on the TaruviBase pricing page or in a separate written agreement with Customer.
Subscription plans may include limits relating to:
Customer is responsible for selecting the Subscription plan that best meets its requirements and for ensuring that its use of the Service remains within the limits of the selected plan.
EOX Vantage may modify the features, functionality, usage limits, or pricing of any Subscription plan. Any changes to Subscription pricing will be communicated in accordance with Section 7 (Billing and Payment).
Enterprise Subscriptions are governed by the applicable Order Form, Statement of Work, Master Services Agreement, or other written agreement executed between Customer and EOX Vantage. Where a conflict exists between this Agreement and an Enterprise agreement, the Enterprise agreement will prevail to the extent of the conflict.
A Subscription may not be transferred, assigned, sublicensed, or resold without the prior written consent of EOX Vantage.
Customer is responsible for managing Authorized User access and ensuring that all Authorized Users comply with this Agreement.
Customer must not:
EOX Vantage reserves the right to suspend or terminate any Account that contains false, misleading, or fraudulent information or that is used in violation of this Agreement.
EOX Vantage offers a thirty (30) day Free Trial for the Starter Subscription plan.
A valid credit card is required to begin the Free Trial.
Unless Customer cancels before the expiration of the Free Trial, the selected Subscription will automatically convert to a paid monthly Subscription, and the payment method on file will be charged the applicable Subscription fee.
The Growth, Scale, and Enterprise Subscriptions are not eligible for the Free Trial.
Customer is responsible for cancelling the Free Trial before it expires if it does not wish to begin a paid Subscription.
The Free Trial is limited to one (1) trial per Customer unless otherwise approved in writing by EOX Vantage. EOX Vantage reserves the right to refuse, limit, modify, or discontinue the Free Trial at any time, including where EOX Vantage reasonably believes a Customer is attempting to obtain multiple Free Trials or otherwise abuse the offer.
Customer agrees to pay all applicable Subscription fees, taxes, and other charges associated with its selected Subscription plan.
Subscriptions are billed monthly in advance using the payment method designated by Customer at the time of purchase or as subsequently updated.
Payments are processed through Stripe or another payment processor designated by EOX Vantage. By providing a payment method, Customer authorizes EOX Vantage and its payment processor to charge all applicable Subscription fees, taxes, and other authorized charges to the payment method on file.
Subscription fees are non-refundable, except where required by applicable law.
Customer may upgrade or downgrade its Subscription at any time. Changes in Subscription level may result in changes to pricing, available features, usage limits, and platform capabilities. Any changes will take effect in accordance with EOX Vantage's then-current billing practices.
EOX Vantage may modify Subscription pricing by providing at least thirty (30) days' prior written notice, unless a longer notice period is required by applicable law.
Customer is responsible for all applicable sales, use, value-added, goods and services, withholding, and similar taxes, duties, and governmental charges associated with its Subscription, excluding taxes based on EOX Vantage's net income.
Failure to pay Subscription fees when due may result in suspension or termination of the Service as described in this Agreement.
If EOX Vantage is unable to successfully process a scheduled payment, Customer will be notified using the contact information associated with the Account.
EOX Vantage may suspend access to all or part of the Service until the payment issue has been resolved.
Customer will have thirty (30) days from the date of the failed payment to update its payment method or otherwise resolve the outstanding balance.
During this thirty (30) day period, EOX Vantage may retain Customer Content solely to allow Customer an opportunity to restore its Subscription.
If the outstanding balance is not paid within the thirty (30) day period, EOX Vantage may terminate the Subscription and permanently delete Customer Content without further obligation to retain, recover, or restore such information.
Customer remains responsible for all fees and charges incurred prior to the effective date of termination.
EOX Vantage reserves the right to recover any unpaid amounts using any lawful means available, including the use of third-party collection agencies where appropriate.
Customer retains all right, title, and interest, including all Intellectual Property Rights, in and to Customer Content.
EOX Vantage does not claim ownership of Customer Content. Customer grants EOX Vantage a limited, non-exclusive, worldwide, royalty-free license to host, store, process, transmit, back up, display, and otherwise use Customer Content solely as necessary to provide, maintain, secure, support, improve, and operate the Service and to fulfill EOX Vantage's obligations under this Agreement.
Customer represents and warrants that it owns, or has obtained all necessary rights, licenses, consents, and permissions to use, upload, store, process, and transmit Customer Content through the Service.
Customer is solely responsible for:
EOX Vantage will not access, review, or disclose Customer Content except as necessary to:
Except as expressly authorized by Customer, EOX Vantage will not use Customer Content to train artificial intelligence or machine learning models.
Customer acknowledges that EOX Vantage acts as a service provider with respect to Customer Content and that Customer remains responsible for determining the appropriate use, retention, and deletion of its data within the Service.
Customer may export its Customer Content at any time during an active Subscription using the functionality made available within the Service.
Upon voluntary cancellation of a Subscription by Customer, Customer is responsible for exporting any Customer Content it wishes to retain before the effective cancellation date.
Unless otherwise required by applicable law or a separate written agreement, EOX Vantage is under no obligation to retain Customer Content following cancellation of the Subscription and may permanently delete Customer Content upon termination of the Subscription.
Where a Subscription is suspended due to a failed payment, EOX Vantage may retain Customer Content for up to thirty (30) days to allow Customer an opportunity to restore the Subscription. If payment is not received within that period, Customer Content may be permanently deleted without further notice.
Once Customer Content has been permanently deleted, EOX Vantage will have no obligation and may be unable to recover or restore such Customer Content.
Customer is responsible for maintaining its own backups of any Customer Content that it considers important or business critical. EOX Vantage's internal backup and disaster recovery procedures are designed to support the operation of the Service and are not intended to serve as Customer's primary data backup solution.
TaruviBase enables Customers to connect and use third-party artificial intelligence ("AI") services, models, and providers as part of their applications and workflows. These services may include, but are not limited to, OpenAI, Anthropic, Google Gemini, Microsoft Azure OpenAI, Amazon Bedrock, and other third-party AI providers supported by the Service.
Customer is solely responsible for selecting, configuring, and using any third-party AI service connected to the Service.
Customer acknowledges and agrees that:
Customer is responsible for complying with the terms, conditions, usage policies, and privacy policies of any third-party AI provider it elects to use.
EOX Vantage does not use Customer Content to train its own artificial intelligence or machine learning models without Customer's prior written consent.
Unless otherwise expressly stated, prompts, requests, data, documents, and other information submitted by Customer to a third-party AI provider through the Service are processed by that third-party provider in accordance with its own terms and privacy policy. Customer is responsible for determining whether it is appropriate to submit confidential, proprietary, regulated, or personal information to any third-party AI provider.
EOX Vantage makes no representations or warranties regarding the accuracy, completeness, reliability, legality, or fitness for a particular purpose of any output generated by a third-party AI provider. Customer assumes all responsibility for the use of AI-generated content and any decisions or actions taken in reliance upon such content.
Customer may access and use the APIs made available by EOX Vantage solely in accordance with this Agreement, the applicable Documentation, and the limits of Customer's selected Subscription plan.
Customer's Subscription may include limits relating to API requests, storage capacity, databases, applications, users, workspaces, integrations, AI usage, or other platform resources. Current limits are published on the TaruviBase pricing page and may vary by Subscription plan.
Customer agrees not to:
EOX Vantage may monitor usage to ensure compliance with this Agreement and to maintain the security, stability, and performance of the Service.
If Customer exceeds the limits of its Subscription plan, EOX Vantage may:
EOX Vantage reserves the right to modify API functionality, introduce new APIs, retire existing APIs, or change API specifications from time to time. EOX Vantage will use commercially reasonable efforts to provide advance notice of material changes that may adversely affect Customer's integrations where reasonably practicable.
Customer is responsible for all use of the Service by Customer and its Authorized Users. Customer agrees to use the Service only in compliance with this Agreement and all applicable laws and regulations.
Customer shall not use, or permit any third party to use, the Service to:
Customer shall not use the Service to create, store, process, transmit, or distribute:
Customer shall not:
Customer shall not:
Customer is solely responsible for all prompts, inputs, instructions, outputs, models, and AI-powered applications created or used through the Service.
Customer shall not use AI capabilities provided through or connected to the Service to generate or distribute unlawful, fraudulent, deceptive, or harmful content or to violate the rights of any third party.
EOX Vantage reserves the right to investigate suspected violations of this Section and to take any action permitted under this Agreement, including suspension or termination of the Service, removal of content where appropriate, and reporting unlawful activity to the appropriate authorities.
EOX Vantage reserves the right to investigate any actual, suspected, or alleged violation of this Agreement or any activity that may compromise the security, integrity, availability, or lawful operation of the Service.
EOX Vantage may, without prior notice where reasonably necessary, suspend or restrict access to all or part of the Service if it reasonably believes that:
Where appropriate, EOX Vantage will use commercially reasonable efforts to notify Customer of the reason for the suspension and provide an opportunity to remedy the issue.
EOX Vantage may immediately terminate a Customer's Account and Subscription where:
EOX Vantage may preserve logs, Account information, Customer Content, and other relevant records as reasonably necessary to investigate suspected violations, protect the Service, comply with applicable law, or respond to legal process.
Nothing in this Agreement limits EOX Vantage's right to cooperate with law enforcement, regulatory authorities, or other governmental agencies in connection with suspected unlawful activity. Where permitted by applicable law, EOX Vantage may disclose relevant information in response to valid legal process or where reasonably necessary to protect the rights, property, safety, or security of EOX Vantage, its customers, or the public.
Suspension or termination under this Section does not relieve Customer of its obligation to pay any fees accrued prior to the effective date of suspension or termination.
The Service may integrate with or rely upon Third-Party Services to provide certain functionality, including cloud hosting, payment processing, authentication, content delivery, artificial intelligence, monitoring, security, and other operational services.
Third-Party Services may include, but are not limited to:
Customer may choose to enable or connect additional Third-Party Services or integrations. Customer's use of any Third-Party Service is governed solely by the applicable third party's terms, conditions, and privacy policies.
EOX Vantage does not own or control Third-Party Services and is not responsible for their availability, functionality, security, performance, or content.
EOX Vantage may modify, replace, discontinue, or add Third-Party Services used to provide, operate, secure, monitor, maintain, or support the Service at any time, provided such changes do not materially reduce the core functionality of the Service.
EOX Vantage is not responsible for any loss, damage, interruption, delay, or other liability arising from the acts, omissions, failures, or security incidents of any Third-Party Service.
Where Customer authorizes the connection of a Third-Party Service to TaruviBase, Customer grants EOX Vantage permission to exchange Customer Content and other information reasonably necessary to provide the requested functionality.
EOX Vantage will use commercially reasonable efforts to make the Service available with a target uptime of 99.9% each calendar month.
The uptime target does not apply to downtime resulting from:
EOX Vantage may perform scheduled maintenance from time to time to maintain, improve, secure, or update the Service. Where reasonably practicable, EOX Vantage will provide advance notice of scheduled maintenance that is expected to materially affect Service availability.
EOX Vantage will use commercially reasonable efforts to respond to customer support requests in accordance with the support level associated with Customer's Subscription plan or any applicable Enterprise agreement.
Except where expressly stated in a separate written Service Level Agreement or Enterprise agreement, the uptime target described in this Section is a service objective only and does not create any entitlement to service credits, refunds, or other compensation.
EOX Vantage and its licensors retain all right, title, and interest, including all Intellectual Property Rights, in and to the Service, including its software, source code, object code, APIs, user interface, workflows, documentation, designs, trademarks, logos, service marks, trade names, and all improvements, enhancements, modifications, and derivative works.
Except for the limited rights expressly granted under this Agreement, no rights, licenses, or ownership interests are granted to Customer by implication, estoppel, or otherwise.
Customer retains all right, title, and interest in and to Customer Content, subject only to the limited rights granted to EOX Vantage under this Agreement to provide, maintain, secure, support, and improve the Service.
Customer may develop applications, workflows, integrations, databases, and other solutions using the Service. Subject to EOX Vantage's ownership of the Service and its underlying technology, Customer retains ownership of the intellectual property it creates using the Service.
If Customer provides EOX Vantage with suggestions, ideas, enhancement requests, recommendations, feedback, or other comments regarding the Service ("Feedback"), Customer grants EOX Vantage a perpetual, irrevocable, worldwide, non-exclusive, royalty-free license to use, modify, incorporate, publish, and otherwise exploit such Feedback without restriction or obligation to Customer.
Customer shall not:
Nothing in this Agreement limits EOX Vantage's right to develop, acquire, license, or market products or services that are similar to, or compete with, any applications or solutions developed by Customer using the Service, provided EOX Vantage does not use or disclose Customer Content in doing so.
Each party ("Receiving Party") agrees to protect the Confidential Information of the other party ("Disclosing Party") using at least the same degree of care it uses to protect its own confidential information, and in no event less than a reasonable standard of care.
For purposes of this Agreement, "Confidential Information" means any non-public information disclosed by one party to the other that is identified as confidential or that a reasonable person would understand to be confidential under the circumstances. Confidential Information includes, but is not limited to, business plans, pricing, product roadmaps, software, source code, technical information, security practices, customer information, Customer Content, financial information, and trade secrets.
Confidential Information does not include information that:
The Receiving Party shall:
If the Receiving Party is required by law, regulation, or valid legal process to disclose Confidential Information, it shall, where legally permitted, provide the Disclosing Party with prompt notice and cooperate with reasonable efforts to limit the scope of the required disclosure.
The obligations set forth in this Section will continue during the Subscription Term and for five (5) years following the termination or expiration of this Agreement, except that obligations relating to trade secrets shall continue for so long as such information remains protected under applicable law.
EOX Vantage collects, uses, stores, and processes Personal Data in accordance with the TaruviBase Privacy Policy, which is incorporated into this Agreement by reference.
Customer acknowledges that, in providing the Service, EOX Vantage may process Personal Data on Customer's behalf. Where EOX Vantage processes Personal Data solely on behalf of Customer, Customer remains the data controller (or equivalent legal role under applicable law), and EOX Vantage acts as the data processor or service provider.
Customer is responsible for ensuring that it has all necessary rights, consents, and legal authority to collect, use, disclose, and process any Personal Data submitted to the Service and for complying with all applicable privacy and data protection laws.
EOX Vantage will implement and maintain reasonable administrative, technical, and organizational measures designed to protect Personal Data against unauthorized access, use, disclosure, alteration, or destruction.
Except as expressly authorized by Customer or required by applicable law, EOX Vantage will not access, disclose, or use Customer Content or Personal Data except as necessary to provide, maintain, secure, support, or improve the Service.
Where required by applicable law or a separate written agreement, the parties may enter into a separate Data Processing Agreement ("DPA") governing the processing of Personal Data. In the event of a conflict between this Agreement and an executed DPA, the DPA will control with respect to the processing of Personal Data.
EOX Vantage warrants that it has the legal right and authority to provide the Service and enter into this Agreement.
Except as expressly provided in this Agreement, the Service is provided on an "AS IS" and "AS AVAILABLE" basis.
To the fullest extent permitted by applicable law, EOX Vantage disclaims all warranties, representations, and conditions, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, satisfactory quality, accuracy, quiet enjoyment, or arising from a course of dealing, usage, or trade practice.
EOX Vantage does not warrant that:
Customer acknowledges that the Service is a configurable software platform and that Customer is solely responsible for the design, development, testing, deployment, operation, and maintenance of any applications, workflows, automations, databases, integrations, or other solutions created using the Service.
Customer is solely responsible for reviewing and validating all data, reports, calculations, workflows, automations, and AI-generated outputs before relying upon them for business, legal, financial, regulatory, healthcare, safety-critical, or other important decisions.
Nothing in this Agreement excludes or limits any warranty that cannot be excluded or limited under applicable law.
To the fullest extent permitted by applicable law, the total aggregate liability of EOX Vantage and its affiliates, officers, directors, employees, contractors, licensors, and suppliers arising out of or relating to this Agreement or the Service shall not exceed the total Subscription fees paid by Customer to EOX Vantage during the twelve (12) months immediately preceding the event giving rise to the claim.
To the fullest extent permitted by applicable law, neither party shall be liable to the other for any:
The limitations set forth in this Section apply regardless of the legal theory upon which a claim is based, including contract, tort (including negligence), strict liability, statutory liability, or otherwise, and even if a party has been advised of the possibility of such damages.
The limitations of liability in this Section shall not apply to:
Each provision of this Section is intended to allocate the risks between the parties and forms an essential basis of the bargain reflected in this Agreement. The parties acknowledge that the pricing of the Service reflects this allocation of risk.
Customer agrees to defend, indemnify, and hold harmless EOX Vantage, its affiliates, officers, directors, employees, contractors, licensors, and agents from and against any claims, actions, proceedings, damages, liabilities, losses, judgments, settlements, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:
EOX Vantage will promptly notify Customer of any claim for which it seeks indemnification, provided that any delay in providing notice will not relieve Customer of its obligations except to the extent Customer is materially prejudiced by the delay.
EOX Vantage reserves the right to participate in the defense of any claim using counsel of its own choosing at its own expense. Customer may not settle any claim that admits fault on behalf of EOX Vantage or imposes any obligation on EOX Vantage without EOX Vantage's prior written consent, which shall not be unreasonably withheld, conditioned, or delayed.
EOX Vantage will defend, indemnify, and hold harmless Customer from any third-party claim alleging that the Service, when used in accordance with this Agreement, directly infringes a valid United States copyright, trademark, or patent, provided that Customer:
EOX Vantage will have no obligation under this Section to the extent a claim arises from:
This Agreement becomes effective on the earlier of the date Customer creates an Account, begins a Free Trial, purchases a Subscription, or first accesses or uses the Service, and remains in effect until terminated in accordance with this Agreement.
Customer may terminate this Agreement at any time by cancelling its Subscription through the Service or by contacting EOX Vantage. Cancellation will become effective at the end of the then-current billing period unless otherwise stated in Customer's Subscription or a separate written agreement.
EOX Vantage may terminate this Agreement or suspend or terminate Customer's access to the Service immediately if:
Upon termination of this Agreement:
Termination of this Agreement shall not affect any rights or obligations that, by their nature, are intended to survive termination, including provisions relating to payment obligations, intellectual property, confidentiality, indemnification, limitation of liability, dispute resolution, governing law, and any other provisions that expressly or implicitly survive termination.
This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflict of law principles.
The parties agree that any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in the State of Ohio. Each party irrevocably submits to the jurisdiction of those courts and waives any objection based on improper venue or forum non conveniens.
EOX Vantage shall not be liable for any delay or failure to perform its obligations under this Agreement resulting from causes beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, civil unrest, labor disputes, governmental actions, interruptions in telecommunications or internet services, failures of third-party service providers, or other events beyond EOX Vantage's reasonable control.
Customer may not assign, transfer, delegate, or otherwise dispose of this Agreement, whether by operation of law or otherwise, without the prior written consent of EOX Vantage.
EOX Vantage may assign or transfer this Agreement without Customer's consent in connection with a merger, acquisition, corporate reorganization, sale of assets, or by operation of law.
This Agreement, together with the Privacy Policy and any documents expressly incorporated by reference, constitutes the entire agreement between the parties regarding the Service and supersedes all prior or contemporaneous agreements, proposals, representations, and communications relating to its subject matter.
For Enterprise Customers, any executed Master Services Agreement, Order Form, or Statement of Work forms part of the parties' agreement. In the event of a conflict, the applicable Master Services Agreement or Order Form shall prevail.
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be interpreted or replaced to most closely reflect the original intent while remaining enforceable under applicable law.
No failure or delay by either party in exercising any right or remedy under this Agreement shall constitute a waiver of that right or remedy. Any waiver must be in writing and signed by the party granting the waiver.
The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, employment, fiduciary, or franchise relationship between the parties.
EOX Vantage may provide notices under this Agreement by email, through the Service, or by posting notices on the TaruviBase website. Customer is responsible for maintaining current contact information associated with its Account.
Notices to EOX Vantage shall be sent to the contact information published on the TaruviBase website unless otherwise specified in a separate written agreement.
Customer agrees that EOX Vantage may provide agreements, notices, disclosures, invoices, receipts, and other communications electronically. Electronic communications satisfy any legal requirement that such communications be in writing.
EOX Vantage may modify this Agreement from time to time. If a material change is made, EOX Vantage will provide reasonable notice by email, through the Service, or by posting an updated version on the TaruviBase website.
Unless otherwise required by applicable law, the revised Agreement will become effective on the date specified in the updated version. Customer's continued use of the Service after the effective date constitutes acceptance of the revised Agreement.