Zenith Synapse LLC — Terms of Service

These Terms of Service (“Terms”) are a binding contract between Zenith Synapse LLC (“Zenith Synapse,” “we,” “our,” or “us”) and any person or entity that accesses zenithsynapse.com or uses our Services (“you” or “Client”). By accessing our website, creating an account, executing an order form or statement of work (“SOW”), or otherwise using our Services, you agree to these Terms.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity; “you” and “Client” will refer to that entity.

1) Services; Order Terms

1.1 Services. We provide AI-enabled automation solutions, implementation, consulting, and related support as described on our site or in an SOW (collectively, the “Services”).

1.2 Order Documents. Specific scope, deliverables, timelines, and fees may be defined in one or more SOWs or order forms referencing these Terms. If there is a conflict, the order document controls for its subject matter.

1.3 Third-Party Platforms. The Services may interoperate with third-party platforms, APIs, or models (e.g., LLMs, CRMs, productivity tools). We are not responsible for third-party terms, availability, data handling, or changes. Your use of third-party services is governed by their terms.

2) Accounts & Client Responsibilities

2.1 Eligibility & Registration. You must be at least 18 and able to form a binding contract. You are responsible for the accuracy of registration info and for keeping credentials confidential.

2.2 Client Materials & Access. You will provide timely access to information, systems, and personnel needed to perform the Services, including any credentials or API keys you choose to provide. You represent you have obtained all necessary rights and consents to provide Client Materials (data, content, logos, instructions, and anything you supply) and to enable the automations you request.

2.3 Prohibited Data. Do not provide special-category/sensitive data (e.g., health, biometric, precise geolocation, government IDs, financial account numbers) unless we have a mutually executed DPA expressly permitting it.

2.4 Acceptable Use. You will not: (a) misuse or disrupt the Services; (b) introduce malware or attempt to bypass security; (c) reverse engineer components except as permitted by law; (d) use Services to infringe, defame, or violate law; (e) use output to create models that compete with us; (f) input content that you lack the rights to use.

3) AI Outputs; Human-in-the-Loop

3.1 Nature of AI. AI-generated outputs can be inaccurate, incomplete, biased, or unsuitable for specific purposes. You are responsible for independently reviewing outputs and deciding how to use them.

3.2 No Regulated Use Without Agreement. The Services are not designed for life-critical, medical, legal, or other regulated uses unless expressly agreed in a signed SOW and compliant DPA/quality plan.

3.3 Training Use. Unless you opt in in a signed agreement, we do not permit third-party model providers to train their foundation models on your Client Materials or outputs processed through your projects.

4) Fees & Payment

4.1 Fees. You will pay the fees stated in the applicable order document or price schedule. Fees are exclusive of taxes; you are responsible for taxes other than our income taxes.

4.2 Invoicing & Late Payments. Invoices are due as stated on the invoice (default net 15). Overdue amounts may accrue interest at 1.5% per month (or the maximum allowed by law) plus reasonable collection costs.

4.3 Non-Refundable; Changes. Except as expressly stated in an order document or required by law, fees are non-refundable. Usage-based or third-party pass-through fees may vary.

5) Intellectual Property

5.1 Our IP. We and our licensors own the Services, software, models, templates, methods, and all associated IP (“Zenith IP”). No rights are granted except as expressly stated.

5.2 Client Materials. As between the parties, you own Client Materials. You grant us a non-exclusive, worldwide, royalty-free license to use Client Materials solely to provide and support the Services, comply with law, and prevent abuse/security incidents.

5.3 Deliverables & Work Product. Unless otherwise stated in an SOW, upon full payment we assign to you all right, title, and interest in custom deliverables specifically created for you (excluding Zenith IP and pre-existing tools). We grant you a non-exclusive, perpetual license to use embedded Zenith IP solely as incorporated into those deliverables for your internal business purposes.

5.4 Feedback. You grant us a perpetual, irrevocable, royalty-free license to use suggestions or feedback to improve our Services without restriction.

6) Confidentiality

Each party will protect the other’s non-public information disclosed in connection with the Services with at least reasonable care and use it only for performing these Terms or an applicable order. This section does not limit separate NDAs; if there is a conflict, a signed NDA controls.

7) Data Protection & Security

7.1 Privacy Policy. Our processing of personal information is described in our Privacy Policy above, which is incorporated by reference.

7.2 DPA. If processing of personal data on your behalf requires a data processing agreement, the parties will execute a mutually agreed DPA.

7.3 Security. We implement administrative, technical, and physical safeguards designed to protect Client Materials. You are responsible for securing your systems and access credentials.

8) Warranties; Disclaimers

8.1 Mutual Authority. Each party represents it has the authority to enter these Terms.

8.2 Services Warranty. We will provide Services in a professional and workmanlike manner consistent with industry standards.

8.3 GENERAL DISCLAIMER. EXCEPT AS EXPRESSLY STATED IN SECTION 8.2, THE SERVICES, SITE, AND AI OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY.

9) Indemnification

9.1 By Zenith Synapse. We will defend and indemnify you against third-party claims alleging that our unmodified Services (excluding Client Materials, third-party platforms, or your configurations) directly infringe a U.S. patent, copyright, or trademark, or misappropriate a trade secret, and pay resulting damages and reasonable attorneys’ fees finally awarded, provided you promptly notify us, give us sole control of defense/settlement, and reasonably cooperate. We may: (a) obtain rights for continued use; (b) replace/modify the Services; or (c) if (a) or (b) are not commercially reasonable, terminate affected Services and refund prepaid, unused fees.

9.2 By Client. You will defend and indemnify us against third-party claims arising from (a) Client Materials or your use of the Services in violation of law or these Terms; (b) your configurations or instructions; or (c) your third-party integrations, and pay resulting damages and reasonable attorneys’ fees finally awarded, subject to the same notice/control/cooperation conditions.

10) Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, NOR FOR LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY; AND (B) EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO ZENITH SYNAPSE FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. THESE LIMITATIONS APPLY TO THE FULLEST EXTENT PERMITTED BY LAW BUT DO NOT LIMIT LIABILITY FOR WILLFUL MISCONDUCT OR AMOUNTS OWED UNDER SECTION 9 (INDEMNIFICATION).

11) Term; Suspension; Termination

11.1 Term. These Terms apply from your first use of the Services and continue until terminated as permitted here or by an order document.

11.2 Suspension. We may suspend access immediately for security reasons, suspected fraud, non-payment, or violations of these Terms.

11.3 Termination for Cause. Either party may terminate upon written notice if the other party materially breaches and fails to cure within 30 days after notice.

11.4 Effect. Upon termination, you will pay all fees due and cease use of any access credentials. Sections that by their nature should survive (e.g., 5–10, 11.4, 12–15) will survive.

12) Export; Sanctions; Anti-Corruption

You represent that you are not located in an embargoed country and are not a denied party under applicable trade sanctions. You will comply with export control, sanctions, and anti-corruption laws in connection with the Services.

13) Dispute Resolution; Governing Law

13.1 Informal Resolution. Before filing a claim, the parties will attempt to resolve disputes in good faith within 30 days after written notice.

13.2 Arbitration. Except for claims seeking injunctive relief or IP enforcement, disputes will be finally resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Seat: Sheridan County, Wyoming. Language: English. Either party may seek provisional relief in court to protect rights pending arbitration. Class actions are waived.

13.3 Governing Law; Venue. Wyoming law governs these Terms, without regard to conflict-of-laws rules. Subject to arbitration, exclusive venue for permitted court actions is state or federal courts in Wyoming, and the parties consent to personal jurisdiction there.

14) Force Majeure

Neither party is liable for delays or failures caused by events beyond reasonable control (e.g., natural disasters, war, labor disputes, internet or utility failures, changes by third-party platforms), but will use commercially reasonable efforts to mitigate.

15) Miscellaneous

• Entire Agreement. These Terms plus any order documents and the Privacy Policy are the entire agreement and supersede prior discussions.
• Order of Precedence. Conflicts are resolved in this order: (1) signed DPA or SOW; (2) these Terms; (3) Privacy Policy.
• Assignment. Neither party may assign without consent, except either party may assign to an affiliate or in a merger, acquisition, or sale of substantially all assets with notice.
• Subcontractors. We may use subcontractors; we remain responsible for their performance.
• Notices. Legal notices to Zenith Synapse: the address below and privacy@zenithsynapse.com (with copy by mail). Notices to you may be sent to your account email or stated legal notice address.
• Severability; Waiver. If any provision is unenforceable, it will be modified to the minimum extent necessary; the remainder remains in effect. Failure to enforce is not a waiver.
• Publicity. We may use your name and logo as a customer reference unless you opt out in writing.

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Contact (legal & privacy):
Zenith Synapse LLC
30 N Gould St, STE R, Sheridan, WY 82801, USA
privacy@zenithsynapse.com