1. Introduction 

Plugins and Actions (together “Plugins”) allow Phoenix Systems AG and Phoenix Technologies AG ("Phoenix") services (“Services”) such as AI Concierge to retrieve information from or send instructions to an API (“API”) created according to our AI Plugin Protocol. Users of Phoenix Services can choose to enable Plugins within certain Services. For example, an AI Concierge user who wants to make a business appointment could enable a scheduling Plugin and instruct AI Concierge to book the meeting. 

These Plugin Terms (“Terms”) govern the creation and use of your Plugin in connection with Phoenix Technologies Services. If you reside within the European Economic Area or Switzerland, your agreement is with Phoenix Systems AG and/or Phoenix Technologies AG, a Swiss company ensuring data sovereignty and compliance with Swiss regulations. These Terms include our Usage Policies and other documentation, guidelines, or policies we may provide in writing or on our website. By creating an API or explicitly agreeing to these Terms, you agree to be bound by these Terms. If you create a Plugin on behalf of another person or entity, you represent that you have the authority to agree to these Terms on their behalf. 

2. Plugins 

(a) Access. We may: (i) access and use your API to enable your Plugin within the Services; and (ii) allow our users to access and use your Plugin to retrieve information or take action on your website or application through the Services. We will not: (i) use your API to modify, translate, or create derivative works of your API; (ii) lease, distribute, pledge, assign, or otherwise transfer rights to your API to any third party; or (iii) intentionally interfere with or disrupt your API or any of its security measures. 

(b) Plugin Requests. The Services will send a request to your API containing information on behalf of a user (“Plugin Request”). If you have a separate agreement with a user regarding their information, that agreement governs. Otherwise, you may collect, use, store, transmit, and process Plugin Requests only (i) in accordance with all applicable laws and (ii) as necessary to respond to or follow the instructions of the Plugin Request. Phoenix Technologies is not responsible for any content or information from users or other Plugins sent to your API. 

(c) Plugin Responses. When your API receives a Plugin Request, it will send information or content back to the Services (“Plugin Response”). You are responsible for ensuring your Plugin Responses and API comply with all applicable laws and our Usage Policies. You grant us a worldwide, non-exclusive, royalty-free license to use, store, copy, translate, display, modify, and distribute all or any part of the Plugin Response to enable your Plugin to function within the Services. Upon termination, we may continue to use Plugin Responses to maintain users’ Service history. You represent and warrant that you have obtained and will maintain all necessary rights (including from your users) to grant us these rights and operate your Plugin. Except for the license rights granted in these Terms, you retain all rights in your API and Plugin Responses. 

(d) Plugin Reviews. While we are not obligated to monitor Plugins, we may: (i) review or test your Plugin for quality and compliance or (ii) remove or refuse content that violates these Terms. We may refuse to include any Plugin in our Services and remove any Plugin at any time for any reason. 

(e) Restrictions. Your API and Plugin Responses must not: (i) pose security risks; (ii) interact with users deceptively; (iii) contain illegal or harmful content; (iv) include malware or malicious code; (v) interfere with our Services; (vi) use Plugin Requests to develop competing AI models; or (vii) send us personal data of minors under the applicable age of consent. 

(f) Feedback. If you provide feedback on our AI Plugin Protocol, Plugins, or Services, we may freely use it without obligation. 

3. Security and Privacy 

(a) API Security Measures. You are responsible for maintaining privacy, security, and integrity of your API and Plugin Requests. If you discover vulnerabilities or breaches, you must promptly contact us. 

(b) Phoenix Technologies Security Measures. We will maintain reasonable security measures to protect Services, including any developer credentials such as access tokens or client secrets that you provide. 

(c) Privacy. If your Plugin processes personal data, you must do so in accordance with applicable laws, user authorizations, and a legally adequate privacy notice presented to users before processing their data. 

4. Trademarks 

(a) Phoenix Trademarks. We grant you a non-exclusive, non-transferable license to use our name, logo, and other trademarks (“Phoenix Trademarks”) solely to promote your Plugin. You may not imply that we created, support, or endorse your Plugin without our prior written consent. 

(b) Plugin Trademarks. You grant us a license to use your name, logo, and other trademarks (“Plugin Trademarks”) solely to display your Plugin within our Services and promote our Plugin feature. All goodwill derived from such use inures to your sole benefit. 

5. Termination 

(a) Termination. These Terms take effect when you create your Plugin and remain until terminated. Either party may terminate these Terms with 30 days' notice, except you can terminate immediately if our use of your Plugin exposes you or your users to liability or harm. We may suspend or terminate these Terms immediately if you materially breach them or if compliance with laws requires termination. 

(b) Survival. Sections that should survive termination, including 2(b), 2(c), 2(f), and 5-7, will remain in effect. 

6. Indemnification; Disclaimer; Limitation of Liability 

(a) Indemnity. You will defend, indemnify, and hold harmless Phoenix Technologies and its personnel from third-party claims related to your Plugin. 

(b) Disclaimer. Our Plugin feature and Services are provided “as is,” with no warranties of merchantability, fitness for a purpose, or non-infringement. 

(c) Limitations of Liability. Phoenix Technologies is not liable for indirect, incidental, or consequential damages. Our total liability under these Terms will not exceed 100 CHF. 

7. General Terms 

(a) Modifications. We may update these Terms. Continued Plugin availability constitutes acceptance of updates. 

(b) Notices. Notices will be in writing and deemed received upon email delivery or post. 

(c) Export Controls. You and your Plugin must comply with Swiss and applicable export control laws. 

(d) Miscellaneous. These Terms are the entire agreement between the parties. They are governed by Swiss law, with disputes resolved in Zurich, Switzerland.