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Terms of service


SILENIUM TERMS OF SERVICE

Effective Date: January 1, 2026

These Terms of Service (the "Agreement") govern Customer's use of the services provided by Silenium, Inc. ("Silenium"). Our Privacy Policy, available at silenium.ai/privacy-policy, is incorporated into and forms part of these Terms. By executing an Order Form that references this Agreement, or by accessing or using the Services, Customer agrees to be bound by all terms contained herein.

If the individual accepting this Agreement is doing so on behalf of a company or other legal entity, that individual represents they have the authority to bind such entity to these terms. If Customer does not agree to this Agreement, Customer may not use the Services.

Electronic signatures, click-through acceptance, and Order Form execution constitute legally binding acceptance of this Agreement with the same force and effect as original written signatures.

The Services may not be accessed for purposes of monitoring their availability, performance, or functionality, or for any other benchmarking or competitive purposes. Silenium's direct competitors are prohibited from accessing the Services except with Silenium's prior written consent.

2.1 Description of Services. Silenium provides software and related services that assist businesses with automated sales outreach and prospecting activities. The specific configuration, features, and operation of the Services may change over time at Silenium's discretion.

2.2 Service Operation. Silenium manages and operates the Services on behalf of Customer. Customer may have visibility into certain analytics or reporting features, but configuration and operational changes to the Services are performed exclusively by Silenium. Silenium does not guarantee that such outputs are accurate, appropriate, or compliant with applicable laws.

2.3 No Performance Guarantees. Customer agrees that its use of the Services is not contingent on any guarantees of specific response rates, meeting conversions, lead volumes, email deliverability, inbox placement, or sales outcomes. The Services may surface prospect engagement information or communication responses. Customer is solely responsible for evaluating, pursuing, and managing any business opportunities arising from such interactions.

2.4 Automated Systems and Communications. Certain features of the Services involve automated processing and generation of communications. Customer acknowledges that automated systems are used to produce outreach and responses on Customer’s behalf. Customer is responsible for assisting in guiding the direction, configuration, and use of the Services, and for determining the appropriateness of any outputs or interactions generated through the Services. Silenium does not guarantee that such outputs are accurate, appropriate, or compliant with applicable laws.

2.5 Service Modifications. Silenium reserves the right to modify, update, or discontinue features of the Services at any time at its discretion.

2.6 Platform Availability. Silenium will use commercially reasonable efforts to make the Services available, but does not guarantee uninterrupted or error-free operation. Availability may be affected by planned maintenance, force majeure events, third-party service disruptions, or circumstances outside Silenium's reasonable control.

2.7 No Agency. Silenium does not act as an agent, representative, or employee of Customer. Communications generated or sent through the Services are produced by automated systems at Customer’s direction and under Customer’s authority, whether or not Customer reviews such communications.

3.1 Compliance. Customer represents and warrants that all data and materials provided to Silenium are accurate, current, and lawfully obtained. Customer has legal authority to conduct outreach in all target markets. Customer's use of the Services will comply with all applicable laws and regulations, including CAN-SPAM, GDPR, CASL, and all other applicable anti-spam and privacy regulations.

3.2 Domain Requirements. Customer will provide and maintain email domain(s) for use with the Services, implement required DNS records as directed by Silenium, and accept responsibility for domain reputation and deliverability outcomes. Customer acknowledges that domain configuration and sending practices may impact reputation and deliverability, and that Silenium is not responsible for domain reputation issues arising from Customer's domain history, configuration, or third-party factors.

3.3 Acceptable Use. Customer agrees to use the Services only for legitimate B2B sales and marketing purposes. Customer will not use the Services to send communications in violation of applicable law, misrepresent identity or business relationships, promote illegal activities, distribute harmful code, attempt to access or compromise Silenium's systems, reverse engineer or extract source code from the Services, use the Services in any manner that damages Silenium's reputation, or resell or sublicense access to the Services.

3.4 Customer Outcomes. Customer acknowledges that business outcomes depend on many factors outside Silenium's control, including the quality of Customer's ideal customer profile, offer strength, product quality, sales execution, and market conditions. Customer is solely responsible for its own sales process and results.

3.5 Breach Consequences. Any use of the Services in breach of this Section 3 that threatens the security, integrity, availability, or reputation of Silenium may result in immediate suspension of Services.

4.1 Fees. Customer will pay all fees specified in the applicable Order Form. Fees are based on subscriptions purchased, not actual usage or results. Payment obligations are non-cancelable. Fees paid are non-refundable except as expressly provided in Section 8.5. Subscription quantities cannot be decreased during the subscription term.

4.2 Payment Terms. Payment amounts, schedules, and accepted methods are specified in the applicable Order Form. Customer is responsible for providing complete and accurate billing information and promptly notifying Silenium of any changes.

4.3 Delinquent Payments. Late payments will incur interest at 1.5% per month (or the maximum rate permitted by law, if less), plus all reasonable collection expenses including attorneys' fees. If Customer's account is more than thirty (30) days past due, Silenium may suspend Services until payment is received. If Customer's account is more than sixty (60) days past due, Silenium may terminate this Agreement for breach.

4.4 Invoice Disputes. Customer may dispute invoice charges in writing before the payment due date specified in the Order Form. Silenium will not exercise suspension or termination rights during good-faith dispute resolution. Any invoice disputes must be submitted within sixty (60) days of invoice date. Customer waives all claims relating to fees not disputed within this period.

4.5 Taxes. Fees do not include taxes. Customer is responsible for all sales, use, value-added, withholding, and other governmental taxes and assessments. Silenium is solely responsible for taxes based on its own income, property, and employees.

4.6 Price Changes. Silenium may change pricing for renewal terms by providing Customer with at least sixty (60) days' written notice prior to the renewal date. Price changes do not apply to the current subscription term.

5.1 Silenium Ownership. Silenium and its licensors retain all right, title, and interest in and to the Services, all underlying technology, algorithms, methodologies, analytics frameworks, trademarks, and all improvements, modifications, and derivative works thereof.

5.2 Customer Ownership. Customer retains all right, title, and interest in Customer's data, trademarks, and proprietary business information. Customer owns prospect engagement data delivered to Customer through the Services.

5.3 License to Customer. Subject to payment of all applicable fees and compliance with this Agreement, Silenium grants Customer a limited, non-exclusive, non-transferable license during the term to access and use the Services for internal business purposes. This license terminates immediately upon expiration or termination of the Agreement, except that Customer may retain prospect engagement records.

5.4 License to Silenium. Customer grants Silenium a limited license during the term to use Customer's data, trademarks, and domain(s) as necessary to provide the Services. This license terminates upon termination of the Agreement, except for data Silenium is required to retain by law.

5.5 Feedback. Customer grants Silenium a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into its services any suggestions, recommendations, or feedback provided by Customer relating to the Services.

5.6 Aggregated Data. Silenium may use aggregated, anonymized, and de-identified data derived from Customer's use of the Services to improve its products and services. Such data will not include any personally identifiable information or Customer confidential information.

5.7 Publicity. Customer permits Silenium to identify Customer as a Silenium client in customer lists and promotional materials. Silenium will not imply endorsement or create case studies without Customer's prior written approval. Either party may revoke publicity rights with written notice.

6.1 Definition. "Confidential Information" means all information disclosed by one party to the other that is designated as confidential or should reasonably be understood to be confidential given its nature and circumstances of disclosure.

6.2 Exclusions. Confidential Information does not include information that is or becomes publicly available without breach of this Agreement, was known to the receiving party prior to disclosure, is received from a third party without breach of a confidentiality obligation, or is independently developed without use of confidential information.

6.3 Obligations. Each party will use reasonable care to protect the other's Confidential Information, use it solely for purposes consistent with this Agreement, and limit access to those with a legitimate need to know. Each party will require persons with access to sign confidentiality agreements with protections no less protective than those herein.

6.4 Compelled Disclosure. A party may disclose Confidential Information if compelled by law, provided it gives prior notice to the disclosing party (to the extent legally permitted) and limits disclosure to the minimum required.

6.5 Survival. Confidentiality obligations survive termination of this Agreement for five (5) years, except for trade secrets which remain protected for as long as they qualify as trade secrets under applicable law.

7.1 Disclaimer of Warranties. THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, SILENIUM DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SILENIUM DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER'S SPECIFIC REQUIREMENTS, WILL BE UNINTERRUPTED OR ERROR-FREE, OR WILL ACHIEVE ANY SPECIFIC OUTCOMES, INCLUDING ANY OUTPUTS OR COMMUNICATIONS GENERATED THROUGH THE SERVICES.

7.2 Performance Disclaimer. SILENIUM DOES NOT GUARANTEE ANY RESPONSE RATES, MEETINGS, SALES, LEAD VOLUME, EMAIL DELIVERABILITY, INBOX PLACEMENT, OR CAMPAIGN RESULTS. CUSTOMER ACKNOWLEDGES THAT BUSINESS OUTCOMES DEPEND ON MANY FACTORS OUTSIDE SILENIUM'S CONTROL. PERFORMANCE DISSATISFACTION DOES NOT CONSTITUTE BREACH OF THIS AGREEMENT.

7.3 Aggregate Liability Cap. IN NO EVENT SHALL SILENIUM'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO SILENIUM IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT GIVING RISE TO LIABILITY.

7.4 Exclusion of Consequential Damages. IN NO EVENT WILL SILENIUM BE LIABLE FOR LOST PROFITS, REVENUE, OR SALES, LOSS OF BUSINESS OPPORTUNITY OR GOODWILL, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF SILENIUM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.5 Exceptions. The limitations in this Section 7 do not apply to Customer's payment obligations, either party's indemnification obligations, breach of intellectual property or confidentiality obligations, either party's gross negligence or willful misconduct, or liability that cannot be limited under applicable law.

7.6 Risk Allocation. CUSTOMER ACKNOWLEDGES THAT THE FEES REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT SILENIUM WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS.

8.1 Term. This Agreement commences on the Effective Date and continues until all subscriptions have expired or been terminated.

8.2 Subscription Term. Each subscription term is specified in the applicable Order Form. After the initial term, subscriptions automatically renew for successive terms as defined in the Order Form unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term. Renewal pricing is at Silenium's then-current rates unless otherwise specified in the Order Form.

8.3 Termination for Convenience. After the initial term, either party may terminate for convenience by providing sixty (60) days' written notice. No refunds will be issued for unused portions of the term. All fees for the current subscription period remain due and payable in full.

8.4 Termination for Breach. Either party may terminate this Agreement upon thirty (30) days' written notice if the other party materially breaches and fails to cure within the notice period. Silenium may terminate immediately without notice if Customer's account is more than sixty (60) days past due, Customer's use threatens the security or integrity of Silenium's systems, or Customer engages in illegal activities or materially violates applicable laws.

8.5 Refunds. If Customer terminates for an uncured material breach by Silenium, Customer will receive a pro-rata refund of prepaid fees for the unused portion of the term. No refunds are issued for termination by Silenium for Customer breach or for termination for convenience.

8.6 Suspension. Silenium may suspend Services immediately if Customer's account is overdue, Customer breaches its obligations under this Agreement, or suspension is necessary to prevent harm to Silenium, its systems, or third parties. Silenium may also refuse, pause, or limit service activity where Silenium reasonably believes it is necessary to protect its infrastructure, compliance posture, reputation, or legal position. Suspension does not pause billing obligations.

8.7 Effect of Termination. Upon termination, all rights and access to Services terminate immediately. Customer has thirty (30) days to export data. After thirty (30) days, Silenium may delete Customer data. All unpaid fees become immediately due. Sections 4, 5, 6, 7, 9, and 10 survive termination.

9.1 By Customer. Customer will defend, indemnify, and hold harmless Silenium from any third-party claim arising from or related to Customer's data or materials, Customer's use of Services in violation of this Agreement or applicable law, Customer's campaign content or business practices, claims by prospects or recipients regarding outreach communications, or Customer's domain reputation or configuration. Customer will indemnify Silenium for damages, settlements, judgments, attorneys' fees, and costs.

9.2 By Silenium. Silenium will defend, indemnify, and hold harmless Customer from any third-party claim alleging that the Services infringe such third party's intellectual property rights, and will indemnify Customer for damages and reasonable attorneys' fees. This obligation does not apply to claims arising from Customer data, Customer-provided materials, Customer's use of the Services in violation of this Agreement, or any combination of the Services with third-party products or content.

9.3 Process. The indemnified party must provide prompt written notice and grant the indemnifying party control of defense and settlement. The indemnifying party may not settle without unconditionally releasing the indemnified party.

10.1 Entire Agreement. This Agreement, together with all executed Order Forms, constitutes the entire agreement between the parties and supersedes all prior agreements, proposals, and negotiations. In the event of conflict, the Order Form takes precedence over this Agreement.

10.2 Amendments. This Agreement may only be amended by written instrument signed by authorized representatives of both parties, or by execution of a new Order Form.

10.3 Relationship. The parties are independent contractors. This Agreement does not create any partnership, joint venture, agency, or employment relationship.

10.4 Assignment. Neither party may assign this Agreement without the other's prior written consent, except in connection with a merger, acquisition, or sale of all or substantially all assets.

10.5 Waiver. No failure or delay in exercising any right constitutes a waiver. All waivers must be in writing.

10.6 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary, and all other provisions remain in full force and effect.

10.7 Force Majeure. Neither party is liable for failure to perform due to circumstances beyond its reasonable control, including acts of God, government actions, pandemics, war, telecommunications failures, or third-party service disruptions. If a force majeure event continues for more than sixty (60) days, either party may terminate without liability except for accrued payment obligations.

10.8 Governing Law. This Agreement is governed by the laws of the State of Minnesota, without regard to conflict of laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Hennepin County, Minnesota.

10.9 Jury Trial Waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

10.10 Dispute Resolution. Before initiating formal proceedings, the parties agree to engage in good-faith negotiations for thirty (30) days. Either party may seek injunctive relief in court for intellectual property infringement or breach of confidentiality.

10.11 Notices. All notices must be in writing and delivered by email (with confirmation), certified mail, overnight courier, or personal delivery. Notices to Silenium: Silenium, Inc., Cottage Grove, Minnesota. Notices to Customer: the address specified in the Order Form.

10.12 Electronic Signatures. This Agreement and any Order Forms may be executed in counterparts and signed electronically with the same legal effect as original signatures.


BY EXECUTING AN ORDER FORM OR ACCESSING THE SERVICES, CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ AND UNDERSTOOD THIS AGREEMENT, AGREES TO BE BOUND BY ALL TERMS AND CONDITIONS, AND THAT THIS AGREEMENT IS LEGALLY BINDING AND ENFORCEABLE.

Silenium, Inc.

Cottage Grove, Minnesota

silenium.ai

Terms of Service | Version 2.0 | Effective January 1, 2026