Terms of Service
Effective Date: August 10, 2026
Supersedes the version dated March 1, 2026
These Terms of Service ("Terms") govern access to and use of the Sambia platform (the "Service") provided by Sambia LLC ("Sambia," "we," "us," or "our"). By creating an account or using the Service, you agree to these Terms.
1. Acceptance; Who You Are
If you are using the Service on behalf of an organization, you represent that you have authority to bind that organization, and "Customer," "you," and "your" refer to that organization. If you are using the Service as an individual, they refer to you. You represent that you are at least 18 years old and can form a binding contract. Our Privacy Policy describes how we handle personal information; it is a statement of our practices, not a set of contract terms.
2. The Service
Sambia is a business operating platform for leadership teams — meetings, planning, goals, metrics, and related tools as described on our website and documentation, which we update as the product evolves. Section 9.3 describes how we handle changes to the Service.
3. Accounts and Authorized Users
3.1 Registration. You must provide accurate and complete information when creating an account and keep it current. You are responsible for maintaining the confidentiality of login credentials and for all activity under your account. Notify us promptly at support@sambia.io of any unauthorized use.
3.2 Authorized Users. "Authorized Users" are the individuals you enable to use the Service under your subscription. You are responsible for your Authorized Users' compliance with these Terms and for all activity in your workspace. Credentials are per-individual and may not be shared, and a seat may not be rotated among multiple individuals to circumvent per-user fees.
3.3 Workspace administration. Your workspace administrators control access to and use of your workspace, including the ability to view, manage, export, and delete Customer Data in the workspace, and to manage Authorized Users. Your Authorized Users' use of the Service is subject to your policies and applicable law; you are responsible for providing any notices to and obtaining any consents from your Authorized Users required for the Service to be used as you configure it.
4. Subscriptions
Subscriptions are billed monthly per Authorized User seat, auto-renewing each billing cycle until cancelled. You may cancel at any time in your account settings; cancellation takes effect at the end of the current billing period. Seats added mid-cycle are reflected in your next billing cycle's charges as described at signup.
5. Trials, Betas
5.1 Free trial. New accounts may receive a free trial of the length advertised at signup. During a trial the Service is provided AS IS, and either party may end the trial at any time. If you do not subscribe by the end of the trial, your workspace will be deactivated and its data deleted after a reasonable period; you may request an export or earlier deletion at support@sambia.io.
5.2 Beta features. We may offer features identified as beta, preview, or early access. They are provided AS IS, may change or be discontinued at any time, and are excluded from any availability or support commitments.
6. Fees, Taxes, Payment
6.1 Fees. Fees are as published at signup or in an ordering document. Except as expressly stated in these Terms or required by law, fees are non-refundable.
6.2 Taxes. Fees are exclusive of taxes. You are responsible for applicable sales, use, VAT, GST, or similar taxes, excluding taxes on our income.
6.3 Failed payment. If payment fails, we will notify you and retry. If payment remains outstanding after notice, we may suspend the Service until paid (Section 9.4).
6.4 Price changes. We may change prices with at least 30 days' notice; changes take effect at your next billing cycle after the notice period. If you do not accept a price change, cancel before it takes effect.
7. Intellectual Property; Customer Data
7.1 Our IP. The Service — including its software, design, features, documentation, and branding — is owned by Sambia and protected by intellectual property laws. We reserve all rights not expressly granted.
7.2 Your license to use the Service. Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable license during your subscription to access and use the Service for your internal business purposes.
7.3 Customer Data ownership. You retain all rights, title, and interest in the data you and your Authorized Users submit to the Service ("Customer Data"). We claim no ownership of Customer Data.
7.4 Feedback. If you send us suggestions or feedback, we may use it without restriction or obligation. Feedback does not include Customer Data.
7.5 Our license to Customer Data. You grant us the non-exclusive right to host, copy, transmit, display, and process Customer Data solely as necessary to (a) provide and secure the Service, (b) provide support you request, (c) comply with law, and (d) as otherwise instructed by you. We will not access Customer Data except for those purposes.
7.6 Usage Data. We collect technical and usage information about how the Service is accessed and used (e.g., feature usage, performance data, device and log information) ("Usage Data"). Usage Data does not include the content of Customer Data. We use Usage Data to operate, secure, and improve the Service.
7.7 De-identified data. We may create and use aggregated or de-identified data that does not identify you or any individual, for analytics, benchmarking, and improving the Service. We will not attempt to re-identify such data.
7.8 Subprocessors and data location. We use third-party service providers to operate the Service; a current list is available on request at support@sambia.io. The Service is hosted in the United States. A Data Processing Addendum is available on request for business customers and, when executed, is incorporated into these Terms.
8. Confidentiality
Each party may receive non-public information from the other that is marked confidential or would reasonably be understood to be confidential ("Confidential Information"). Customer Data is your Confidential Information. The receiving party will use Confidential Information only to perform under these Terms, protect it with at least reasonable care, and not disclose it except to employees, agents, and subcontractors with a need to know who are bound by comparable obligations. These obligations do not apply to information that is or becomes public through no fault of the recipient, was lawfully known before disclosure, is independently developed, or is rightfully received from a third party. A party may disclose Confidential Information where legally compelled, with prompt notice to the other party where lawful so the other party may seek protection.
9. Service Operation
9.1 Availability. We strive to maintain high availability but do not guarantee uninterrupted service. Service level agreements are available under separate enterprise agreements.
9.2 Support; maintenance. Support is available by email at support@sambia.io. We will communicate planned maintenance in advance where practicable.
9.3 Changes to the Service. We continually develop the Service and may add, change, or remove functionality. We will not materially reduce the core functionality of your subscription during a paid billing period without notice.
9.4 Suspension. We may suspend access to the Service, in whole or part, if: (a) payment is overdue following notice under Section 6.3; (b) your use presents a security risk to the Service or others; (c) your use violates Section 10 or applicable law; or (d) suspension is required by law. We will limit suspension in scope and duration to what is reasonably necessary and restore access promptly once the cause is resolved.
9.5 Third-party services. The Service interoperates with third-party services (e.g., identity, payment, and integration providers). Where you elect to connect a third-party service to your workspace, your use of it is governed by its own terms, and we are not responsible for third-party services we do not provide.
10. Use Restrictions; Security
10.1 Restrictions. You will not, and will not permit anyone to: (a) use the Service for any illegal purpose; (b) reverse engineer, decompile, or disassemble the Service except where such restriction is prohibited by law; (c) attempt unauthorized access to accounts, systems, or data; (d) introduce malicious code; (e) impose an unreasonable load on the Service after notice; (f) resell, sublicense, or provide the Service to third parties except to your Authorized Users; (g) use the Service to store or transmit infringing or unlawful content; (h) access the Service by automated means outside any documented interface; (i) use the Service to build a competing product or copy its features; or (j) circumvent seat-based licensing.
10.2 Regulated data. The Service is not designed for, and you agree not to submit, protected health information subject to HIPAA, cardholder data subject to PCI-DSS, or similar specially regulated data.
10.3 Our security. We maintain reasonable administrative, technical, and organizational safeguards designed to protect Customer Data, including encryption in transit and at rest.
11. Warranty Disclaimer
EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, SAMBIA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR TRADE USAGE. SAMBIA DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.
12. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW: (a) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY; AND (b) EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO SAMBIA IN THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. THESE LIMITS DO NOT APPLY TO: A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 13; CUSTOMER'S PAYMENT OBLIGATIONS; OR A PARTY'S WILLFUL MISCONDUCT. SOME JURISDICTIONS LIMIT SUCH EXCLUSIONS; IN THOSE JURISDICTIONS, LIABILITY IS LIMITED TO THE EXTENT PERMITTED.
13. Indemnification
13.1 By Sambia. We will defend you against any third-party claim alleging that the Service, as provided by us and used as permitted, infringes a U.S. patent, copyright, or trademark, or misappropriates a trade secret, and we will pay resulting damages, costs, and reasonable attorneys' fees finally awarded or agreed in settlement. If such a claim arises or is likely, we may procure the right for you to continue using the Service, modify it to be non-infringing without material loss of functionality, or terminate the affected Service and refund prepaid, unused fees. This obligation does not apply to claims arising from Customer Data, your combination of the Service with items we did not provide, or use in violation of these Terms. This Section states our entire liability for infringement claims.
13.2 By Customer. You will defend Sambia against any third-party claim arising from Customer Data, your use of the Service in violation of Section 10 or applicable law, or your Authorized Users' violation of these Terms, and pay resulting damages, costs, and reasonable attorneys' fees finally awarded or agreed in settlement.
13.3 Procedure. The indemnified party must give prompt notice, grant the indemnifying party sole control of the defense and settlement (provided any settlement fully releases the indemnified party without admission of fault), and reasonably cooperate at the indemnifying party's expense.
14. Copyright Complaints
We respond to notices of alleged copyright infringement under the Digital Millennium Copyright Act. Notices of alleged copyright infringement may be sent to legal@sambia.io. We may remove allegedly infringing material and may terminate repeat infringers' access.
15. Term and Termination
15.1 Term. These Terms apply from your first use of the Service and continue while you have an active account.
15.2 Termination. You may cancel at any time via account settings (Section 4). Either party may terminate for material breach that remains uncured 30 days after written notice, except we may suspend or terminate immediately for breaches of Section 10 that threaten the Service or others, or where required by law. If we terminate without cause (including discontinuing the Service), we will refund prepaid fees for the unused portion of your billing period.
15.3 Effect of termination; data export and deletion. On termination or expiration: your license ends; fees accrued remain payable; and for 30 days you may export your Customer Data (submit export requests to support@sambia.io). After that window we will delete Customer Data from production systems within 30 days, and from backups in the ordinary course of backup rotation, except where retention is required by law (e.g., billing records).
15.4 Publicity. Neither party may use the other's name or logo publicly without prior written consent.
16. Changes to These Terms
We may update these Terms. For material changes we will give at least 30 days' notice by email or prominent notice in the Service. Material changes take effect at your next billing renewal following the notice period. If you do not accept a change, cancel before it takes effect; continued renewal after the effective date constitutes acceptance. The current version and its effective date are always posted at sambia.io/terms.
17. General
17.1 Assignment. Neither party may assign these Terms without the other's consent, except either party may assign to a successor in connection with a merger, acquisition, or sale of substantially all assets, with notice.
17.2 Force majeure. Neither party is liable for delay or failure (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, governmental action, utility or internet failures, or failures of third-party infrastructure providers.
17.3 Entire agreement. These Terms, together with any executed ordering documents, DPA, or addenda, are the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous understandings.
17.4 Severability; waiver. If any provision is unenforceable, it will be modified to the minimum extent necessary and the remainder will remain in effect. Failure to enforce a provision is not a waiver.
17.5 Governing law; venue. These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws rules. Subject to Section 17.6, the state and federal courts located in Delaware have exclusive jurisdiction, and each party consents to personal jurisdiction there.
17.6 Dispute resolution; equitable relief. Before filing any formal action, the parties will attempt in good faith to resolve any dispute informally by contacting legal@sambia.io; if unresolved after 30 days, either party may proceed. Either party may seek injunctive or other equitable relief at any time for actual or threatened breach of Sections 7, 8, or 10.
17.7 Notices. We may give notice via the email on your account or in-Service notice. Legal notices to Sambia must be sent to legal@sambia.io. Email notice is deemed given when sent, absent a bounce.
17.8 Survival. Sections 6 (amounts accrued), 7.3–7.7, 8, 11, 12, 13, 15.3, 15.4, and 17 survive termination.
17.9 Order of precedence. If there is a conflict, the order of precedence is: (1) an executed Order Form; (2) an executed DPA or addendum; (3) these Terms; (4) documentation and policies referenced by these Terms.
17.10 Export and sanctions. Each party will comply with applicable export-control and sanctions laws. You represent that you are not located in an embargoed jurisdiction or on any restricted-party list, and will not permit Authorized Users in violation of such laws.
18. Contact
Questions about these Terms: legal@sambia.io. Data export or deletion requests: support@sambia.io.
Sambia LLC
