Terms of Service
Last Updated: July 20, 2026
This Terms of Service (“Agreement”) is a legally binding contract between you and Convoke Holdings, Inc. (“Convoke,” “us,” “we,” or “our”) regarding your use of the Service (as defined in Section 1). References to “Customer”, “you”, and “your” refer to the individual, company, or other entity that accepts the Agreement, by placing an Order using online functionality Convoke makes available like clicking a box, creating an Account (as defined in Section 3.3), or otherwise affirmatively accepting the Agreement through another means Convoke offers you.
If the Service is being used on behalf of a company or other entity by an individual authorized to accept this Agreement on its behalf, then all references to “Customer,” “you,” or “your” refer to the company or other entity. If you are a company or other entity, the individual accepting this Agreement on your behalf represents and warrants that they have authority to bind you to this Agreement. If you are accepting this Agreement on behalf of a company or other entity and an authorized representative of the entity has already accepted this Agreement on behalf of the entity or entered into a separate agreement regarding the use of the Service (“Separate Agreement”) prior to the date upon which you accept this Agreement (“Effective Date”), this Agreement will not apply to you and your and the entity’s rights and obligations with respect to the Service will at all times be governed by, and subject to, the Separate Agreement.
By agreeing to this Agreement you represent and warrant to us that your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are not eligible, or do not agree to the terms and conditions of the Agreement, then you do not have our permission to use the Service. Your use of and our provision of the Service to you, constitutes an Agreement by Convoke and by you to be bound by this Agreement.
Defined Terms. Certain capitalized terms used in this Agreement are defined in Section 14 (Definitions) and others are defined contextually in this Agreement.
Overview. The Service provides a searchable drug program database along with our website at https://www.convoke.bio/, and our related websites (collectively, the “Service”). Convoke makes the Service available through two channels: (a) a free, browser-based web interface for interactive human search and browsing of the database; and (b) a paid, metered MCP Server that provides programmatic, agent-based access to the same data, subject to the credits and usage policies described in this Agreement. Convoke separately offers other products or services, including Convoke’s general purpose, AI native platforms with features and functionality that unifies fragmented data, codifies decision logic, and generates high stakes deliverables under a separately negotiated enterprise or other written agreements. If Customer or its affiliate wishes to purchase such other Convoke products or services or has a then-current such agreement with Convoke covering such other products or services, such agreement governs the Customer's or affiliate's use of those products or services to the extent it conflicts with this Agreement, and this Agreement does not modify, expand, or limit the parties' rights or obligations under that agreement.
The Service.
Permitted Use. Subject to the terms and conditions of this Agreement and each Order, Convoke will use commercially reasonable efforts to make the Service available to Customer and, if Customer is a company or entity, to Customer’s Users during the Term. Customer may only use the Service internally.
Access. To access the Service, Customer and its Users must register for an account or login with supported third-party identity provider accounts (e.g., Google) (“Account”) and, in doing so, may be required to provide Convoke with information (such as name, email address, or other contact information). Customer agrees that the information it provides to Convoke is accurate, complete, and not misleading and that it will keep it accurate and up to date at all times. Only Users, using the mechanisms designated by Convoke (“Log-in Credentials”), may access and use the Service. Each User must keep its Log-in Credentials confidential and not share them with anyone else. Customer is responsible for its Users’ compliance with this Agreement and all actions taken through their Log-in Credentials (excluding misuse of the Log-in Credentials caused by Convoke’s breach of this Agreement). Customer acknowledges and agrees that your use of your Log-in Credentials may also subject to the terms of service and privacy policies of the applicable third-party integration. Convoke makes no representations or warranties about the security or privacy practices of any third-party identity providers. Customer will immediately notify Convoke if it becomes aware of any compromise of any Log-in Credentials. Convoke may Process Log-in Credentials in connection with Convoke’s provision of the Service or for Convoke’s internal business purposes. Customer represents and warrants to Convoke that: (a) it has not previously been suspended or removed from the Service; and (b) its registration and use of the Service is in compliance with all Laws.
Restrictions. Customer will not (and will not permit its Users or anyone else to) do any of the following: (a) provide access to, distribute, resell, or sublicense the Service or data made available through the Service to a third party (other than Users); (b) use the Service on behalf of, or to provide any product or service to, third parties; (c) use the Service to develop a similar or competing product or service; (d) reverse engineer, decompile, disassemble, or seek to access the source code or non-public APIs to the Service, except to the extent expressly permitted by Law (and then only with prior notice to Convoke); (e) modify or create derivative works of the Service or copy any element of the Service; (f) remove or obscure any proprietary notices in the Service; (g) externally publish benchmarks or performance information about the Service; (h) interfere with the operation of the Service, circumvent any access restrictions, or conduct any security or vulnerability test of the Service; (i) transmit any viruses, Trojan horses, adware, spyware, or other harmful materials to the Service; (j) take any action that risks harm to others or to the security, availability, or integrity of the Service; (k) access or use the Service in a manner that violates any Law; (l) access, query, search, extract data, or otherwise use any portion of the Service through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, and data mining tools) other than as expressly permitted under this Agreement (for clarity, subject to Customer’s compliance with this Agreement, programmatic access through the MCP Server under the API and any applicable usage policies is permitted); (m) perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or identity, accessing any other Service account without permission, or falsifying Customer’s age or date of birth; (n) register for or use more than one Account, or take any other action, in order to obtain additional free credits or to circumvent any credit, rate, or usage limit; or (o) use the Service with Prohibited Data or for High Risk Activities. Customer acknowledges that the Service is not intended to meet any legal obligations for these uses, including HIPAA requirements, and that Convoke is not a Business Associate as defined under HIPAA. Notwithstanding anything else in this Agreement, Convoke has no liability for Prohibited Data or use of the Service for High Risk Activities.
API License. Convoke may make application programming interfaces and associated tools, software, materials, and documentation (“APIs”), available via an MCP server, that are designed to permit Customer to utilize Customer’s agents with the Service. Subject to Customer’s complete and ongoing compliance with this Agreement, Convoke grants you a non-exclusive, non-sublicensable, nontransferable, limited, revocable license to internally use the APIs to interact with the Service during the Term. Access to the APIs and the MCP Server is provided on a paid, metered basis and is subject to the credits, rate limits, and usage policies Convoke designates. You have no right to distribute or allow access to the stand-alone APIs and your rights to the APIs are subject to applicable usage policies, if any. Customer is responsible for its use of agents, including determining whether any actions agents may take are appropriate for that use and appropriately supervising such actions. Customer must not use agents in a manner that either violates third-party rights or applicable law or is intended, or would reasonably be expected, to do so.
No Support. Convoke is under no obligation to provide Customer with support for the Service. In instances where Convoke may offer support, such support will be subject to Convoke’s then-current policies (“Support”).
Privacy Policy. To the extent Personal Data as defined in Convoke’s Privacy Policy at https://www.convoke.bio/privacy (“Privacy Policy”) is uploaded, transmitted, submitted, provided, or processed in connection with Customer’s use of the Service, Convoke will comply with the Privacy Policy.
Usage Data. Convoke may Process Usage Data for internal business purposes to: (a) track use of Service for billing purposes; (b) provide Support; (c) monitor the performance and stability of the Service; (d) prevent or address technical issues with the Service; (e) to improve Service, its other products and services, and to develop new products and services; and (f) for all other lawful business practices, such as analytics, benchmarking, and reports. Customer will not interfere with the collection of Usage Data.
Suspension. Convoke may immediately suspend Customer’s and its Users’ access to the Service if: (a) Customer or its Users breach Section 3.4 (Restrictions); (b) Customer’s Account is 30 days or more overdue; (c) changes to Laws or new Laws require that Convoke suspend the Service or otherwise may impose additional liability on us; or (d) Customer or its Users actions risk harm to any of Convoke’s other customers or the security, availability, or integrity of the Service. Where practicable, Convoke will use reasonable efforts to provide Customer with prior notice of the suspension. If the issue that led to the suspension is resolved, Convoke will use reasonable efforts to restore your access to the Service. Any breach of this Agreement by a User will be considered a breach by Customer.
Modifications to the Service. Convoke may modify or discontinue all or any part of the Service at any time (including by limiting or discontinuing certain features or functionality of the Service), temporarily or permanently, without notifying Customer. Convoke will have no liability for any change or modification to the Service or any suspension or termination of access to or use of the Service as a result thereof.
Customer Systems. Customer will provide and maintain any hardware, software, other technology, and infrastructure that Customer requires to access and use the Service as defined in current version of Convoke’s usage guidelines and standard technical documentation for the Service that Convoke makes generally available to Convoke’s customers that it provides the Service to, as may be provided to Customer by Convoke from time-to-time (the “Documentation”).
Third-Party Platforms. Use of Third-Party Platforms is subject to Customer’s agreements with the relevant provider and not this Agreement. Convoke does not control and have no liability for Third-Party Platforms, including their security, functionality, operation, availability, or interoperability with the Service.
Commercial Terms.
Fees. Certain features of the Service may require you to pay fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. All fees for the Service (“Fees”) will be paid in US dollars and are non-refundable, except as required by law. All Fees are due within 30 days of the invoice date. Your Account will be charged a service charge of 1.5% per month or the maximum amount allowed by Law, whichever is less and Customer will also be responsible for Fees or charges that are incidental to any chargeback or collection of any unpaid amount including any collection Fees. Customer is responsible for any sales, use, GST, value-added, withholding, or similar taxes or levies that apply to Orders, whether domestic or foreign, other than Convoke’s income tax (“Taxes”). Fees are exclusive of all Taxes.
Credits. Certain Fees are for consumption-based credits that are required to access certain features of the Service, including the API. You may qualify for credits when registering for an Account for the first time on the Service. You will only receive such credit once, even if you open more than one account on the Service. Convoke will track your Service usage and deduct it from your purchased number of credits. Convoke will use commercially reasonable efforts to notify you when your purchased credits are nearly exhausted. If your usage exceeds your purchased units, Convoke may limit your access to the Service until you buy more. Credits are non-transferable, non-refundable, and have no cash redemption value. Credits expire without refund, one year after the date of purchase. Convoke may meter, rate-limit, log, and monitor use of the APIs and the MCP Server and may use those measurements to calculate credit consumption. Attempting to circumvent the credit system, metering, or any rate or usage limit is a material breach of this Agreement.
Authorization. You authorize Convoke to charge all sums for the orders that you make and any level of Service you select as described in these Terms or published by Convoke, including all applicable Taxes, to the payment method specified in your Account. If you pay any Fees with a credit card, then Convoke may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase. You agree that Convoke may seek pre-authorization of the credit card account Customer provide to Convoke for payment prior to any purchase to verify that the credit card is valid and has the necessary funds or credit available to cover such purchase. If your payment method is no longer valid at the time a renewal Fee is due, then Convoke reserves the right to delete your Account and any information associated with your Account without any liability to you.
Pricing. Convoke reserves the right to determine pricing for the Service. We will use reasonable efforts to keep pricing information with respect to the Service that is published on Convoke’s pricing page up to date, and Convoke encourages Customers to check it regularly for current pricing information. Convoke may change the Fees for the Service (including any feature or functionality of the Service) and Convoke will notify Customer of any such changes before they apply. Convoke may make promotional offers with different features and different pricing to any of Convoke’s other customers. These promotional offers, unless made to Customer, will not apply to your Order or this Agreement.
Payment Processing. Convoke may utilize a third-party payment processor (e.g., Stripe) (“Payment Processor”) to bill the Fees and facilitate transactions conducted through the Service to the payment method associated with Customer’s account or that Customer otherwise provides to Convoke. By using the Service and making payments, Customer agrees to be bound by the terms and conditions and privacy policies of the applicable Payment Processor. Customer acknowledges and understands that the Payment Processor may collect and process certain information from Customer, including but not limited to Customer’s payment information, billing address, and transaction history, in accordance with their privacy policy. This information is collected and processed by the Payment Processor for the purpose of facilitating payment transactions and preventing fraud. Convoke is not responsible for any security breaches or unauthorized access to Customer’s information that may occur on the Payment Processor’s systems. If Convoke utilizes a Payment Processor to facilitate transactions, Customer agrees to comply with the platform agreement provided by that Payment Processor. To the fullest extent permitted by applicable law, Convoke shall not be liable for any errors, omissions, or security breaches related to the Payment Processor’s services. Any disputes related to payment processing should be addressed directly with the Payment Processor in accordance with their terms of service. Convoke may use Stripe, Inc. (“Stripe”) as Convoke’s Payment Processor (https://stripe.com). For specific details regarding Stripe’s services, please refer to the following links: Stripe services agreement: https://stripe.com/legal/consumer and Stripe privacy policy: https://stripe.com/privacy. Customer understands that the Payment Processor may modify its services and terms and conditions at any time. Convoke is not responsible for any changes made by the Payment Processor that may affect Customer’s use of the Service. Convoke reserves the right to change Convoke’s Payment Processor at any time.
Delinquent Accounts. Convoke may suspend or terminate access to the Service, including fee-based portions of the Service, for any Account for which any amount is due but unpaid. In addition to the amount due for the Service, a delinquent Account will be charged with fees or charges that are incidental to any chargeback or collection of any unpaid amount, including collection fees. If your payment method is no longer valid at the time a Fee is due, then Convoke reserves the right to delete your Account without any liability to you.
Disclaimer.
Disclaimer. THE SERVICE IS PROVIDED “AS IS”. CONVOKE, ON ITS OWN BEHALF AND ON BEHALF OF ITS SUPPLIERS AND LICENSORS, MAKES NO OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT. WE DO NOT WARRANT THAT CUSTOMER’S USE OF THE SERVICE WILL BE UNINTERRUPTED, ACCURATE, OR ERROR-FREE. CONVOKE IS NOT LIABLE FOR DELAYS, FAILURES, OR PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE CONVOKE’S CONTROL. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT ANY STATUTORILY REQUIRED WARRANTIES WILL BE LIMITED IN DURATION TO THE SHORTEST LEGALLY PERMITTED PERIOD.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR CONVOKE ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE CONVOKE ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THIS AGREEMENT. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR CUSTOMER SYSTEM USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA.
THE SERVICE IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND IS NOT A SUBSTITUTE FOR YOUR OWN JUDGMENT, TRAINING, EXPERIENCE, OR COMPLIANCE WITH APPLICABLE SAFETY PROCEDURES AND LAWS. YOU ARE SOLELY RESPONSIBLE FOR HOW YOU CHOOSE TO USE THE SERVICE AND ANY DECISIONS OR ACTIONS YOU TAKE BASED ON THE INFORMATION PROVIDED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CONVOKE DISCLAIMS ALL LIABILITY FOR ANY DEATH, PERSONAL INJURY, PROPERTY DAMAGE, OR OTHER LOSS OR HARM RESULTING FROM OR RELATED TO YOUR USE OF THE SERVICE, INCLUDING WITHOUT LIMITATION ANY RELIANCE ON DATA, INSIGHTS, OR OTHER CONTENT PROVIDED BY THE SERVICE.
THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 5 (Disclaimer) APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Convoke does not disclaim any warranty or other right that Convoke is prohibited from disclaiming under applicable law.
Term and Termination.
Term. This Agreement starts on the Effective Date and continues until termination as set forth in this Agreement (“Term”).
Termination. Either party may terminate this Agreement if the other party: (a) fails to cure a material breach of this Agreement (including a failure to pay Fees) within 30 days after notice; (b) ceases operation without a successor; or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days. If Customer violates any provision of this Agreement, then your authorization to access the Service and this Agreement may automatically terminate. In addition, Convoke may, in its sole discretion, terminate this Agreement or Customer’s Account on the Service, or suspend or terminate Customer’s access to the Service, at any time for any reason or no reason, with or without notice, and without any liability to Customer arising from such termination. Customer may terminate your Account and this Agreement with at least 90 days’ prior written notice by email emailing support@convoke.bio.
Effect of Termination. Upon expiration or termination of this Agreement, Customer’s access to and Convoke’s obligations to provide the Service will cease. Furthermore, Customer’s license to the APIs and MCP Server as set forth in Section 3.4 (API License) will cease on expiration on termination of this Agreement; upon such expiration or termination, Customer will uninstall or disconnect access to the API and MCP Server. Confidential Information, as defined in Section 10, may be retained in Recipient’s standard backups notwithstanding any obligation to delete the applicable Confidential Information but will remain subject to this Agreement’s confidentiality restrictions.
Survival. These Sections survive expiration or termination of this Agreement: 3.4 (Restrictions), 3.8 (Usage Data), 4.2 (Fees), 4.3 (Authorization), 5 (Disclaimer), 6.3 (Effect of Termination), 6.4 (Survival), 7 (Ownership), 8 (Limitations of Liability), 9 (Indemnification), 10 (Confidentiality), 13.1 (General Provisions), 13.2 (Governing Law), 13.3 (Additional Terms), and 14 (Definitions). Except where an exclusive remedy is provided in this Agreement, exercising a remedy under this Agreement, including termination, does not limit other remedies a party may have.
Ownership. Neither party grants the other any rights or licenses not expressly set out in this Agreement. Except for Customer’s use rights in this Agreement, Convoke and its licensors retain all intellectual property rights and other rights in the API, Service, Software, Documentation, Usage Data, and Convoke’s technology, templates, formats, and dashboards, including any modifications or improvements to these items made by us (“Licensed Materials”). If Customer provides Convoke with feedback or suggestions (“Feedback”) regarding the Service or its other offerings, Customer hereby irrevocably assigns all right, title, and interest in any Feedback Customer provides to Convoke. If such assignment is ineffective, Customer grants to Convoke an exclusive, perpetual, irrevocable, royalty-free, worldwide right and license to use, reproduce, disclose, sub-license, distribute, modify, and otherwise exploit the Feedback without restriction or obligation or further compensation.
Limitations of Liability. In no event will Convoke’s or its affiliates, and its and their suppliers, licensors, shareholders, officers, employees, or agents (“Convoke Entities”) be liable for any loss of use, lost data, lost profits, failure of security mechanisms, interruption of business, or any indirect, special, incidental, punitive, reliance, or consequential damages of any kind, including damages due to loss of data or goodwill, arising out of or related to this Agreement or the use of or reliance upon the Licensed Materials, even if informed of their possibility in advance. In no event will the Convoke Entities aggregated liability arising out of or related to this Agreement exceed the amounts paid or payable by Customer to Convoke pursuant to this Agreement during the 12 months prior to the date on which the applicable claim giving rise to the liability arose under this Agreement. The waivers and limitations in this Section 8 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.
Indemnification. Customer will defend Convoke from and against any third-party claim arising from or related to (a) Customer’s or any User’s breach or alleged breach of this Agreement or any applicable law or regulation; (b) Customer’s unauthorized use of, or misuse of, the Service; or (c) disputes or issues between Customer (or its Users) and any third party, and will indemnify and hold Convoke harmless against any damages and costs awarded against Convoke (including reasonable attorneys’ fees) or agreed in a settlement by Customer resulting from the claim. Customer may not settle any claim without Convoke’s prior written consent if settlement would require Convoke to admit fault or take or refrain from taking any action. Convoke may participate in a claim with its own counsel at its own expense (without limiting your indemnification obligations with respect to that matter), and in that case, Customer agrees to cooperate with our defense of those claims.
Confidentiality.
Definition. “Confidential Information” means non-public information disclosed to the receiving party (“Recipient”) under this Agreement that is marked by the disclosing party (“Discloser”) as proprietary or confidential or, if disclosed orally, is designated as proprietary or confidential at the time of disclosure or that should be reasonably understood to be proprietary or confidential due to its nature or the circumstances of its disclosure. Our Confidential Information includes any technical or performance information about the Service.
Obligations. As Recipient, each party will: (a) hold Confidential Information in confidence and not disclose it to third parties except as permitted in this Agreement; and (b) only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement. At Discloser’s request, Recipient will delete all Confidential Information, except, in the case where Convoke is the Recipient, Convoke may retain the Customer’s Confidential Information to the extent required to continue to provide the Service. Recipient may disclose Confidential Information to its employees, agents, contractors, and other representatives having a legitimate need to know, provided it remains responsible for their compliance with this Section 10 and they are bound to confidentiality obligations no less protective than this Section 10.
Exclusions. These confidentiality obligations do not apply to information that Recipient can document: (a) is or becomes public knowledge through no fault of the receiving party; (b) it rightfully knew or possessed prior to receipt under this Agreement; (c) it rightfully received from a third party without breach of confidentiality obligations; or (d) it independently developed without using Confidential Information.
Remedies. Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 10.
Required Disclosures. Nothing in this Agreement prohibits either party from making disclosures, including of Confidential Information, if required by Law, subpoena, or court order, provided (if permitted by Law) it notifies the other party in advance and cooperates in any effort to obtain confidential treatment.
Modifications. Convoke may, from time to time, change this Agreement. Please check periodically for changes. Revisions will be effective immediately except that, for existing users, material revisions will be effective 30 days after posting or notice to you of the revisions unless otherwise stated. Convoke may require that Customer accept modified Agreement in order to continue to use the Service. If Customer does not agree to the modified agreement, then Customer should discontinue its use of the Service. Except as expressly permitted in this Section, this Agreement may be amended only by a written agreement signed by authorized representatives of the parties to this Agreement.
Miscellaneous.
General Provisions. This Agreement, including the Privacy Policy and any other agreements expressly incorporated by reference into this Agreement, is the entire and exclusive understanding and agreement between Customer and Convoke regarding your use of the Service. Customer may not assign or transfer this Agreement or your rights under this Agreement, in whole or in part, by operation of law or otherwise, without Convoke’s prior written consent. Convoke may assign this Agreement and all rights granted under this Agreement, at any time without notice or consent. The failure to require performance of any provision will not affect Convoke’s right to require performance at any other time after that, nor will a waiver by Convoke of any breach or default of this Agreement, or any provision of this Agreement, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in this Agreement is for convenience only and will not have any impact on the interpretation of any provision. Neither party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay Fees) due to events beyond its reasonable control, such as a strike, pandemic, epidemic, health emergency, blockade, war, pandemic, act of terrorism, riot, Internet or utility failures, refusal of government license, or natural disaster. Throughout this Agreement the use of the word “including” means “including but not limited to.” If any part of this Agreement is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect. If this Agreement is translated to be made available to Customer, Customer agrees that the original English text shall prevail in the case of a dispute.
Governing Law. This Agreement is governed by the laws of the State of California and the United States without regard to conflicts of laws provisions that would result in the application of the laws of another jurisdiction and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to this Agreement will be the state and United States federal courts located in California and both parties submit to the personal jurisdiction of those courts.
Additional Terms. Customer’s use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that Convoke may post on or link to from the Service (“Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, this Agreement.
Consent to Electronic Communications. By using the Service, Customer consents to receiving certain electronic communications from Convoke as further described in Convoke’s Privacy Policy. Please read Convoke’s Privacy Policy to learn more about Convoke electronic communications practices. Customer agree that any notices, agreements, disclosures, or other communications that Convoke sends to Customer electronically will satisfy any legal communication requirements, including that those communications be in writing.
Contact Information. The Service is offered by Convoke Holdings, Inc., located at 1550 Bryant St, San Francisco, CA 94103. Customer may contact Convoke by sending correspondence to that address or by emailing Convoke at contact@convoke.bio.
Notice to California Residents. If Customer are a California resident, then under California Civil Code Section 1789.3, Customer may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.
Definitions.
“Customer Systems” means Customer’s hardware, software, other technology, and infrastructure that Customer is required to provide and maintain in order for Customer to access and use the Service.
“High Risk Activities” means activities where use or failure of the Service could lead to death, personal injury, or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles, or air traffic control.
“Laws” means all applicable relevant local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer, international communications, and export of data, including Customer Personal Data and Customer Personal Information.
“MCP Server” means the Model Context Protocol server and associated APIs through which Convoke makes programmatic, agent-based access to the Service available on a paid basis.
“Order” means an order that is executed by a process Customer completes through Convoke’s online order flow which references this Agreement.
“Process” means to collect, access, use, disclose, transfer, transmit, store, host, or otherwise process.
“Prohibited Data” means any: (a) special categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation; (b) patient, medical, or other protected health information regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented) (“HIPAA”); (c) credit, debit, or other payment card data subject to the Payment Card Industry Data Security Standards; (d) other information subject to regulation or protection under specific Laws such as the Children’s Online Privacy Protection Act or Gramm-Leach-Bliley Act (or related rules or regulations); (e) social security numbers, driver’s license numbers, or other government ID numbers; or (f) any data similar to the above protected Laws.
“Software” means any software, scripts, or other code required by Convoke to operate the Service.
“Third-Party Platform” means any third-party platform, add-on, service, or product not provided by Convoke that Customer elects to integrate or enable for use with the Service.
“Usage Data” means information generated from the use of the Service, which data does not identify Users, any other natural human persons, or Customer, such as technical logs, data, and learnings about Customer’s use of the Service
“User” means any individual of Customer that Customer allows to use the Service on Customer’s behalf.