Terms of Service

This agreement is a legal agreement between you, whether acting as an individual user or on behalf of the company you represent (collectively, "Client") and Phoebe Technology Limited, trading as "Coral", a company incorporated in England and Wales with registered number 15331837 whose registered office is at 9th Floor 107 Cheapside, London, United Kingdom, EC2V 6DN ("Coral"), specifically relating to software services provided by Coral to the Client. (Hereafter, the "Agreement").

By using the Services, you confirm that you accept this Agreement, or mutually agreed amended terms. If you do not accept this Agreement or mutually agreed amended terms, you must not use the Services. If you register for a free trial, your use of the Services will also be governed by this Agreement.

Terms of the Agreement

1. Services

Coral agrees to provide to the Client access to Coral's commercial software services relating to the Coral SQL query layer for AI agents, including any hosted, managed, or enterprise offerings made available by Coral to the Client (collectively, the "Services"), in exchange for the payment of fees as agreed in an Order Form or quotation accepted in writing by the Client. For the avoidance of doubt, the Services under this Agreement are distinct from the open-source Coral software addressed in Clause A below.

A. Open Source Components

The Client acknowledges and agrees that the Coral software is also made publicly available by Coral as open-source software under the Apache License, Version 2.0 (the "Apache License"). The Client's rights in, and obligations relating to, any copy of the Coral open-source software obtained, used, modified, or distributed outside the scope of the Services are governed solely by the Apache License, and not by this Agreement. To the extent of any conflict or inconsistency between this Agreement and the Apache License with respect to the open-source Coral software, the Apache License shall govern that open-source software; this Agreement shall govern the additional commercial Services provided by Coral to the Client.

2. Initial Term

The Initial Term of the agreement shall be of three (3) months from the acceptance of the Agreement by the Client.

3. Renewal Term

Following the Initial Term, the Agreement shall automatically renew to a rolling three (3) month term (each, a "Renewal Term"; the Initial Term together with all Renewal Terms being the "Term").

4. Termination

Either Party can terminate this Agreement by providing 30 (thirty) days notice in writing (including, but not limited to notice by electronic mail). Termination of this Agreement shall not affect or terminate the Client's rights in the open-source Coral software under the Apache License, which shall survive in accordance with its terms.

5. Confidentiality

Each Party agrees that, absent the express prior written consent of the other Party to the contrary:

• It will use Confidential Information (as defined below) belonging to the other Party solely for the purposes permitted under this Agreement, and;
• It will not disclose Confidential Information belonging to the other Party to any third party other than its employees, regulators, trading partners and/or agents reasonably requiring such Confidential Information for purposes of this Agreement and who are bound by obligations of nondisclosure and limited use at least as stringent as those contained herein.

Each Party will promptly inform the other Party if it becomes aware of an unauthorised use or disclosure of the Confidential Information of the other Party. If a Party becomes subject to a legal requirement to disclose the Confidential Information of the other Party, then the Party receiving the disclosure request shall, prior to making disclosure thereunder and to the extent it is legally permitted to do so, give prompt notice to the other Party so that the other Party may seek a protective order at its expense.

For purposes hereof, "Confidential Information" shall mean (i) the terms and conditions of this Agreement, and (ii) any and all information belonging to a Party, whether stored in written, electronic, representational or physical form, which is marked as, or has been otherwise indicated to be confidential, or which derives value to a Party from being confidential or which would be regarded as confidential by a reasonable business person and is not at the relevant time (x) known generally to the public through no act or omission in violation of this Agreement or in violation of another duty of confidentiality to such Party, (y) furnished to the disclosing Party by a third party having the lawful right to do so, or (z) known to the disclosing Party prior to disclosure hereunder (as established by written documentation thereof).

Confidential Information further expressly includes, but is not limited to, trade secrets, software and procedures manuals and documentation, computer programs, data file content and organization, financial data, marketing plans, customer lists and customer account information and Personally Identifiable Information and similar information to the extent it is within the scope of the preceding sentence.

"Personally Identifiable Information" means any information relating to an identified or identifiable natural person ('data subject'); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

6. Data Security

For purposes hereof, "Customer Content" means any data, text, files, queries, configurations, credentials, schemas, metadata, results, or other content submitted to, processed by, generated through, or stored within the Services by or on behalf of the Client.

Coral shall implement and maintain comprehensive technical and organisational security measures to protect the Client's Confidential Information, including Customer Content and Personally Identifiable Information, against unauthorised access, disclosure, accidental loss, destruction, or damage. This includes but is not limited to encryption, access control, and secure data storage in accordance with Coral's information security management system certified to ISO/IEC 27001:2022. Coral shall maintain such certification (or a comparable internationally recognised standard) throughout the Term, shall make available to the Client a copy of the current certificate upon written request, and shall notify the Client in writing within thirty (30) days if such certification is suspended, withdrawn, or not renewed.

Such measures shall apply to the information technology infrastructure operated by or on behalf of Coral in performing the Services, including all computers, software, hardware, databases, models, AI technology as well as to any application programming interface ("API") made available by Coral in connection with the Services, whether operated directly by Coral or through the use of third-party services.

Coral agrees to promptly notify the Client of any data breaches or security incidents affecting infrastructure operated by Coral and in relation to any data breaches including Customer Content, immediately, and cooperate in the investigation and remediation of such incidents.

The Parties acknowledge that where the Client installs, runs, or otherwise self-hosts the Coral software (including the open-source Coral software under the Apache License) in the Client's own environment, Coral does not access, store, process, or control the Client's data in that environment, and Coral's obligations under this Clause 6 apply only to components and infrastructure actually operated by Coral on the Client's behalf; the Client is responsible for the security of its self-hosted environment.

7. Data Deletion

Upon the termination of this Agreement, Coral shall delete the Client's Confidential Information then in Coral's possession or control within 30 days. Upon Client request Coral shall delete any Personally Identifiable Information provided by the Client to Coral within 7 days.

For the avoidance of doubt, where the Client installs or self-hosts the Coral software in the Client's own environment, the Client's data remains at all times within the Client's control, and Coral has no obligation (and no ability) to delete data held in the Client's self-hosted environment.

8. Relationship of the Parties

Nothing in this Agreement shall be construed as binding the Parties, or make the Parties partners, or joint venturers. The Parties shall be independent contractors and that the relationship between the Parties shall not constitute a partnership, joint venture, or agency. Neither Party shall have the authority to make any statements, representations, or commitments of any kind, or to take any action, which shall be binding on the other Party, without the prior consent of such other Party.

9. Intellectual Property

The Client confirms that it holds no rights in the Services to which it is entitled, to the extent that they are not granted to it by the present Agreement. Any copyrights and related Intellectual Property Rights of a Party that are in existence or come into existence during the performance of the Agreement shall remain the property of that Party.

Coral grants the Client a non-exclusive, gratuitous right of use thereto to access and use the Services for Client's business purposes. Such right of use shall be limited to the duration of this Agreement. The Client and Coral shall not be entitled to modify, translate, reverse-engineer, transform or otherwise adapt the proprietary (non-open-source) components of the software that it might receive or know due to this Agreement. The re-translation to the format of source codes or other display formats is not permitted.

For the avoidance of doubt, nothing in this Clause 9 shall be construed to restrict, modify, or diminish any rights the Client (or any other recipient) has in respect of the open-source Coral software under the terms of the Apache License.

10. Joint Intellectual Property

Both Parties acknowledge and agree that there is no intent, nor is it contemplated under this Agreement to create any jointly developed Intellectual Property Rights. For the purposes of this Agreement, "Intellectual Property Rights" shall mean any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

11. Warranties

Each Party warrants to the other that it has full right, power and authority to enter into this Agreement and carry out its obligations under this Agreement. Coral warrants that it has all permits, consents, and licenses required, to provide the Services and grant and perform all rights and licenses granted or required to be granted by it under this Agreement.

12. Indemnification

Coral will defend, hold harmless, and indemnify the Client, its officers, employees, and agents from any and all costs, expenses, losses, damages, or liabilities based on a claim that the Services or the proprietary technology or proprietary rights of Coral as provided under this Agreement infringes any Intellectual Property Rights of a third party and from any and all property damages or personal injury claims, costs, reckonings, awards, or judgments including all fines, penalties, arising from this Agreement.

The foregoing indemnity shall not apply to claims arising from or relating to the open-source Coral software distributed under the Apache License, except to the extent such claims relate to modifications, configurations, or integrations made by Coral as part of the commercial Services; the Client's remedies in respect of the open-source Coral software are limited to those provided under the Apache License, which expressly disclaims warranties and limits liability.

13. Applicable Law

Throughout the Term each Party agrees that it will perform its obligations under this Agreement in compliance with all Applicable Laws and be solely responsible for complying with, monitoring and interpreting all such Applicable Laws, and shall notify the other Party as soon as possible where any addition or amendment to Applicable Laws will or may have an effect on the other Party.

Applicable Laws include but are not limited to the General Data Protection Regulation (GDPR) (EU 2016/679) and, to the extent applicable, the data protection or privacy laws of any other country.

14. Limitation of Liability

The Parties will not be liable for any indirect, special, consequential, or punitive damages (including lost profits) arising out of or relating to this Agreement or the services it contemplates (whether for breach of contract, tort, negligence, or other form of action) and irrespective of whether the Client has been advised of the possibility of any such damage. The maximum liability that either party may be subject to is limited to the total fees payable for 12 months of access to the Services (as set out in the applicable Order Form or quotation accepted in writing by the Client).

15. Disclaimer of Warranties

EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT, CORAL MAKES NO REPRESENTATIONS AND GRANTS NO WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, UNDER THIS AGREEMENT, AND CORAL SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR ANY WARRANTY AS TO THE VALIDITY OF ANY PATENTS OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES UNDER THIS AGREEMENT.

16. Entire Agreement

These terms represent the entire Agreement by and between the Parties and supersedes any prior understanding or representation of any kind, whether made orally or in writing, which precedes the date the Agreement was accepted by the Client.

17. Severability

If any provision of this Agreement shall be held to be invalid or unenforceable by a court of competent jurisdiction for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

18. Governing Law

This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed and construed exclusively in accordance with the laws of England and Wales and the Contractual Parties irrevocably submit to the exclusive jurisdiction of the English courts.

19. Assignment

Neither Party may assign any of its rights under this Agreement or delegate any performance under this Agreement, except with the prior written consent of the other Party. However, affiliates of the Client are considered as potential receivers of the Services to be provided under the Agreement.

20. No Waiver

None of the terms of this Agreement shall be deemed to have been waived by any act or acquiescence of either Party. Only an additional written Agreement can constitute waiver of any of the terms of this Agreement between the Parties. No waiver of any term or provision of this Agreement shall constitute a waiver of any other term or provision of the same provision on a future date. Failure of either Party to enforce any term of this Agreement shall not constitute waiver of such term or any other term.

21. Notices

Any notice required or permitted under this Agreement shall be in writing and shall be deemed duly given: (a) when delivered personally; (b) three (3) business days after being sent by internationally recognised courier with tracking; or (c) when sent by electronic mail to the address designated by the receiving Party, provided that a confirmation of receipt is requested (and, for notices of termination or material breach, also delivered by courier or personal delivery). Notices to Coral shall be sent to legal@withcoral.com (or such other address as Coral may designate in writing). Notices to the Client shall be sent to the email address associated with the Client's account or such other address as the Client may designate in writing.