Terms & Conditions
Effective Date: August 1, 2025
Company: ZenX.AI LLC, a New York Limited Liability Company ("SynapseLex" or "Provider")
1. Definitions
1.1. Agreement: These Terms & Conditions, the applicable Order Form, the Data Processing Addendum (DPA), and any exhibits. 1.2. Customer Content: All electronic data or information submitted by Customer into the Service. 1.3. Output: The classifications, confidence scores, reasoning summaries, and derived insights generated by the Service based on Customer Content. 1.4. Service: The SynapseLex AI Governance platform, including its neurosymbolic engine, provided on a software-as-a-service basis. 1.5. Prohibited Conduct: Any use of the Service that violates Section 3.2.
2. Provision of Service and Access
2.1. License Grant: Subject to the terms of this Agreement, SynapseLex grants the Customer a non-exclusive, non-transferable, worldwide right to permit its Authorized Users to access and use the Service for internal business purposes only during the Subscription Term. 2.2. Service Level Agreement (SLA): SynapseLex warrants that the Service will maintain 99.9% Uptime during the Subscription Term, excluding scheduled maintenance. Remedies for failure to meet this SLA are defined in the Service Level Addendum (if applicable) and are limited to service credits. 2.3. Modifications: SynapseLex reserves the right to modify the features and functionality of the Service, provided such modification does not materially reduce the overall functionality.
3. Use Restrictions and Customer Responsibilities
3.1. Customer Responsibility: Customer is responsible for all activities conducted under its Authorized User accounts and for the accuracy, quality, and legality of all Customer Content. 3.2. Prohibited Conduct: Customer shall not (i) sublicense, sell, resell, or exploit the Service; (ii) copy, modify, or create derivative works of the Service; (iii) use the Service to store or transmit infringing, libelous, or otherwise unlawful material; (iv) use the Service for any purpose that violates the intellectual property rights of a third party; or (v) use the Service to train any competing AI models.
4. Intellectual Property Rights
4.1. Customer Ownership of Content & Output: Customer retains all ownership rights, including intellectual property rights, in and to the Customer Content and the Output generated specifically for the Customer. 4.2. Provider Ownership: SynapseLex retains all ownership rights in the Service, the underlying technology, the neurosymbolic engine, the algorithms, documentation, and any derivative works thereof. 4.3. Feedback: Customer grants SynapseLex a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate any suggestions, enhancement requests, recommendations, or other Feedback provided by the Customer or Authorized Users relating to the operation of the Service.
5. Confidentiality
5.1. Definition: "Confidential Information" means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer Content is the Confidential Information of the Customer. 5.2. Protection: The Receiving Party will use the same degree of care to protect the Disclosing Party’s Confidential Information that it uses to protect its own (but no less than reasonable care). It shall not disclose or use any Confidential Information for any purpose outside the scope of this Agreement. 5.3. Survival: These confidentiality obligations survive termination of the Agreement for a period of three (3) years, except for Customer Content, which remains perpetually confidential.
6. Warranties and Disclaimers
6.1. Mutual Warranties: Each party warrants that it has the legal power and authority to enter into this Agreement. 6.2. AI Disclaimer and Human Oversight: THE SERVICE IS A SEMI-AGENTIC, AI-ASSISTED TOOL DESIGNED TO ENHANCE AUDITABILITY AND DECISION-MAKING. While the neurosymbolic engine uses formal logic to improve accuracy and transparency, SYNAPSELEX EXPRESSLY DISCLAIMS ANY WARRANTY THAT THE SERVICE OR ITS OUTPUTS ARE 100% ACCURATE OR ERROR-FREE. Customer acknowledges and accepts that the use of the Service requires HUMAN OVERSIGHT and that the Customer retains sole responsibility for final compliance decisions, regulatory filings, and actions taken based on the Output. 6.3. Exclusion of Warranties: EXCEPT AS EXPRESSLY PROVIDED HEREIN, VERIDIANAI MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
7. Indemnification
7.1. Indemnification by SynapseLex (IP & Security): SynapseLex shall defend the Customer against any third-party claim or suit to the extent it alleges that (a) the Service infringes any third party's intellectual property rights, or (b) a data security breach of the Service was caused by SynapseLex's gross negligence or willful misconduct. SynapseLex will pay any damages finally awarded against the Customer or settlement amounts approved by SynapseLex. 7.2. Indemnification by Customer (Content & Misuse): Customer shall defend SynapseLex against any claim or suit arising out of (a) the Customer Content, including any claim that the Customer Content infringes any third party's privacy or IP rights, or (b) the Customer's or its Authorized Users' misuse of the Service or breach of Section 3.2 (Prohibited Conduct). 7.3. Conditions: The indemnifying party's obligations are conditioned upon the indemnified party (i) promptly giving written notice of the claim; (ii) giving the indemnifying party sole control of the defense and settlement; and (iii) providing all reasonable assistance.
8. Limitation of Liability
8.1. Exclusion of Certain Damages: NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST DATA, OR INTERRUPTION OF BUSINESS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 8.2. Cap on Liability: SYNAPSELEX'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CUSTOMER FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE INITIAL EVENT GIVING RISE TO LIABILITY.
9. General Provisions
9.1. Governing Law: This Agreement shall be governed by and construed under the laws of the State of California, without regard to its conflict of laws principles. 9.2. Force Majeure: Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including, without limitation, acts of God, war, riot, earthquake, or internet service provider failure. 9.3. Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral. 9.4. Waiver and Amendment: No modification of or amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.