KYZO AI – TERMS OF SERVICE

1. DEFINITIONS

• “Agreement” means these Terms and all attached exhibits, schedules, and incorporated policies.
• “Service(s)” means the Kyzo AI SaaS platform, software, tools, APIs, and related services.
• “Account” means your login credentials and access to the Services.
• “Authorized User” means an individual you authorize to use the Services.
• “Customer Data” means all data uploaded, provided, or submitted by you or on your behalf.

2. ACCEPTANCE OF TERMS

• 2.1 Agreement to Terms. By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement.
• 2.2 Eligibility. You represent that you have authority to enter into this Agreement on behalf of your organization.
• 2.3 Consent to Electronic Communications. You agree that all notices and legal disclosures may be provided electronically.

3. SCOPE OF SERVICES

• 3.1 Provision of Services. Kyzo grants you a limited, non-exclusive, revocable license to use the Services solely in accordance with this Agreement.
• 3.2 Modifications. Kyzo may modify or discontinue features at any time without notice. Your continued use after such changes constitutes acceptance.

4. ACCOUNT REGISTRATION AND USE

• 4.1 Account Setup. You must provide accurate, current, and complete information when creating an Account.
• 4.2 Security. You are responsible for safeguarding your credentials and all activities under your Account.
• 4.3 Authorized Users. You are responsible for all actions by your Authorized Users and ensuring compliance with these Terms.

5. USE RESTRICTIONS AND ACCEPTABLE USE

• 5.1 Permitted Use. You may use the Services only for lawful business purposes.
• 5.2 Prohibited Conduct. You may not:
  • reverse engineer, decompile, or disassemble any part of the Services;
  • use the Services to infringe rights or violate laws;
  • transmit malware or harmful code;
  • interfere with or disrupt the Services.

6. CUSTOMER DATA

• 6.1 Ownership. You retain all rights to your Customer Data.
• 6.2 Processing. You grant Kyzo a worldwide license to host, store, and use Customer Data as necessary to provide the Services.
• 6.3 Responsibility. You are solely responsible for Customer Data and compliance with applicable privacy and data protection laws.

7. FEES, PAYMENT & BILLING

• 7.1 Fees. You agree to pay all fees specified in your Subscription Order. All fees are exclusive of taxes.
• 7.2 Billing Authorization. You authorize Kyzo to charge your chosen payment method.
• 7.3 Late Payments. Kyzo may suspend access for overdue accounts after advance notice.

8. INTELLECTUAL PROPERTY RIGHTS

• 8.1 Service Ownership. Kyzo and its licensors exclusively own all rights in the Services, including all intellectual property rights.
• 8.2 No Rights Granted. Except for the licenses expressly granted, nothing in this Agreement grants you rights in Kyzo’s intellectual property.

9. CONFIDENTIALITY

• 9.1 Definition. “Confidential Information” means non-public information disclosed in connection with this Agreement.
• 9.2 Protection. Both parties agree to safeguard each other’s Confidential Information using reasonable measures.

10. WARRANTY DISCLAIMER

The Services are provided “as is” and “as available” without warranty of any kind. KYZO disclaims all warranties, express, implied, statutory or otherwise, including but not limited to warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

Kyzo does not warrant that the Services will be uninterrupted, error-free, secure, or meet any particular performance criteria. You use the Services at your own risk.

11. LIMITATION OF LIABILITY

• 11.1 NO LIABILITY FOR DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER KYZO NOR ITS AFFILIATES, LICENSORS, OR SUPPLIERS SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, REGARDLESS OF THEORY OF LIABILITY.
• 11.2 CAP ON LIABILITY. KYZO’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO KYZO IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
• 11.3 APPLICABLE LAW LIMITS. Some jurisdictions do not allow certain limitations of liability; in such cases, liability is limited to the fullest extent permitted by law.

12. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless Kyzo and its officers, directors, employees, agents, and affiliates from and against any loss, liability, damages, costs, and expenses (including reasonable attorneys’ fees) arising from:

• your use of the Services;
• your breach of this Agreement;
• your violation of applicable law; or
• claims alleging that any Customer Data or use thereof infringes third-party rights.

13. TERMINATION AND SUSPENSION

• 13.1 Termination by You. You may terminate your subscription as provided in your plan terms.
• 13.2 Termination by Kyzo. Kyzo may suspend or terminate your Account for breach of these Terms or non-payment, with notice where required.
• 13.3 Effect of Termination. Upon termination, all licenses granted will cease, and Kyzo may delete or deactivate your Account and Customer Data.

15. DISPUTE RESOLUTION

• 15.1 Informal Resolution. The parties agree to attempt to resolve disputes informally first.
• 15.2 Arbitration (Optional). You and Kyzo may elect to resolve disputes through binding arbitration in accordance with the American Arbitration Association’s rules.

16. CHANGES TO TERMS

Kyzo may update these Terms from time to time. We will provide notice of material changes by posting on our website or emailing you. Continued use of Services after changes constitutes acceptance of updated Terms.

17. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between you and Kyzo relating to the Services and supersedes all prior agreements.