Terms of Service

1. Acceptance of Terms

By accessing, browsing, or using the products, services, website, or platform provided by Zynoviq Solutions Private Limited ("Zynoviq," "we," "us," or "our"), collectively referred to as the "Services," you agree to be bound by these Terms of Service ("Terms"). If you are entering into these Terms on behalf of an organization, you represent and warrant that you have the legal authority to bind that organization to these Terms. If you do not agree to all provisions of these Terms, you must immediately cease using the Services.

2. Description of Services

Zynoviq provides enterprise artificial intelligence software products, including but not limited to ProfitGuard (financial reconciliation and compliance), HalluGuard (AI hallucination detection and prevention), VanRakshak (supply chain risk management), SupportGuard (AI-powered customer support), LLFI (large language model fine-tuning infrastructure), and associated SAP plugin integrations and connectors.

Services may be deployed on-premise within the customer's own infrastructure, in the customer's private or public cloud environment, or in a hybrid configuration as specified in the applicable subscription agreement or order form. The specific features, modules, and deployment model available to you are determined by your subscription tier and any additional order forms executed between the parties.

3. Account Registration

To access certain features of the Services, you must create an account with accurate, current, and complete information. You are responsible for designating authorized users within your organization and ensuring that each user complies with these Terms.

You are solely responsible for maintaining the confidentiality of your login credentials, API keys, and access tokens. You must implement reasonable security measures, including multi-factor authentication where available, and promptly notify us at security@zynoviq.com of any unauthorized access or suspected security breach. You are liable for all activities conducted under your account unless caused by our breach of security obligations.

4. Subscription and Payment

Access to the Services requires a valid subscription as set forth in the applicable order form or subscription agreement. Zynoviq offers multiple subscription tiers, including Professional, Business, and Enterprise, each with distinct feature sets, usage limits, and support levels.

• Billing Cycles: Subscriptions are billed on a monthly or annual basis as specified in your order form. Annual subscriptions are invoiced at the start of each annual period
• Payment Terms: Invoices are due within 30 days of issuance unless otherwise agreed in writing. Late payments are subject to interest at 1.5% per month or the maximum rate permitted by law
• Price Changes: We reserve the right to modify pricing with at least 60 days' written notice prior to your next renewal period. Price changes do not apply to the current subscription term
• Taxes: All fees are exclusive of applicable taxes, duties, and levies, which are your responsibility
• Refunds: All fees are non-refundable except as expressly set forth in these Terms or required by applicable law

5. Intellectual Property

All rights, title, and interest in and to the Services, including all software, source code, algorithms, AI and machine learning models, documentation, trademarks, trade names, logos, and any derivative works thereof, remain the exclusive property of Zynoviq Solutions Private Limited and its licensors. Nothing in these Terms transfers any intellectual property rights to you.

Your subscription grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services during the subscription term solely for your internal business operations. You retain all rights, title, and interest in your data as described in Section 6.

6. Customer Data

You retain full ownership and control of all data you upload, submit, or process through the Services ("Customer Data"). We will not access, use, modify, or disclose Customer Data except as strictly necessary to provide the Services, comply with applicable law, or as authorized by you in writing.

• We process Customer Data in accordance with our Data Processing Agreement (DPA), which is incorporated by reference into these Terms
• For on-premise deployments, Customer Data never leaves your infrastructure and is never transmitted to Zynoviq
• We implement strict tenant isolation to ensure that your data is logically and cryptographically separated from other customers' data
• We do not use Customer Data to train, improve, or develop our AI models or products

7. Acceptable Use

You agree not to engage in any of the following prohibited activities:

• Reverse engineering, decompiling, disassembling, or otherwise attempting to discover the source code, underlying algorithms, or architecture of the Services
• Using the Services for competitive benchmarking, competitive analysis, or the development of competing products or services
• Reselling, sublicensing, or redistributing the Services or any portion thereof without prior written consent from Zynoviq
• Introducing viruses, malware, or harmful code into the Services or using the Services to launch attacks against third parties
• Interfering with the security, integrity, or availability of the Services or circumventing access controls or usage limits
• Using the Services for any purpose that is unlawful, fraudulent, or harmful, including processing data in violation of applicable privacy laws
• Generating, storing, or transmitting content that is defamatory, obscene, or infringes on the intellectual property rights of others

8. Service Level Agreement

For cloud-hosted deployments, Zynoviq targets 99.99% monthly uptime for the Services, excluding scheduled maintenance windows communicated at least 72 hours in advance. Uptime is measured as the percentage of total minutes in a calendar month during which the Services are operational and accessible.

• If monthly uptime falls below 99.99%, you may be eligible for service credits as described in your subscription agreement
• Service credit claims must be submitted within 30 days of the month in which the downtime occurred
• Service credits are applied to future invoices and do not entitle you to monetary refunds
• Exclusions include downtime caused by Force Majeure events, customer-initiated changes, or third-party infrastructure failures outside our control

9. Confidentiality

Each party agrees to hold in confidence all Confidential Information received from the other party, using at least the same degree of care it uses to protect its own confidential information and in no event less than reasonable care. "Confidential Information" includes all non-public business, technical, and financial information disclosed by either party.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed without use of the disclosing party's Confidential Information; or (d) is lawfully received from a third party without confidentiality restrictions. Confidentiality obligations survive for 3 years following termination of these Terms.

10. Limitation of Liability

To the maximum extent permitted by applicable law, Zynoviq's total aggregate liability arising out of or related to these Terms or your use of the Services shall not exceed the total fees paid by you to Zynoviq during the twelve (12) months immediately preceding the event giving rise to the claim.

In no event shall either party be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of business opportunities, or cost of procurement of substitute services, regardless of the theory of liability and even if advised of the possibility of such damages.

11. Indemnification

Zynoviq will defend, indemnify, and hold you harmless from and against any third-party claims alleging that your authorized use of the Services infringes a third party's intellectual property rights, and will pay any resulting damages or settlement amounts.

You will defend, indemnify, and hold Zynoviq harmless from and against any third-party claims arising from: (a) your breach of these Terms; (b) your use of the Services in violation of applicable law; or (c) Customer Data that you provide or process through the Services. Each party's indemnification obligations are conditioned on prompt notice, reasonable cooperation, and sole control of the defense and settlement.

12. Term and Termination

These Terms are effective upon your first access to the Services and continue for the duration of your subscription term as specified in the applicable order form. Subscriptions automatically renew for successive periods of the same duration unless either party provides written notice of non-renewal at least 30 days before the end of the current term.

• Termination for Cause: Either party may terminate these Terms if the other party materially breaches any provision and fails to cure such breach within 30 days of written notice
• Termination for Convenience: You may terminate your subscription at any time by providing 30 days' written notice, subject to payment of all fees accrued through the end of the current billing period
• Data Export: Upon termination or expiration, we will make your Customer Data available for export in a standard machine-readable format for 30 days. After this 30-day period, we will permanently delete all Customer Data from our systems
• Survival: Sections relating to intellectual property, limitation of liability, indemnification, confidentiality, and governing law survive termination

13. Governing Law

These Terms are governed by and construed in accordance with the laws of India, without regard to conflict of law principles. Any disputes arising from or related to these Terms shall be subject to the exclusive jurisdiction of the courts located in Chennai, Tamil Nadu, India.

14. Dispute Resolution

In the event of any dispute, controversy, or claim arising out of or relating to these Terms, the parties agree to the following escalation process:

• Good Faith Negotiation: The parties will first attempt to resolve the dispute through good faith negotiation between senior management representatives within 30 days of written notice
• Mediation: If negotiation fails, the parties will submit the dispute to mediation administered by a mutually agreed mediator in Chennai, India, within 60 days
• Arbitration: If mediation fails, the dispute shall be resolved by binding arbitration under the Arbitration and Conciliation Act, 1996 of India, conducted in Chennai by a sole arbitrator mutually appointed by the parties. The language of arbitration shall be English

15. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms due to causes beyond its reasonable control, including but not limited to natural disasters, acts of war or terrorism, pandemics, epidemics, government actions, labor disputes, internet or telecommunications failures, power outages, or cyberattacks. The affected party must provide prompt notice and use reasonable efforts to mitigate the impact of the force majeure event. If a force majeure event continues for more than 90 days, either party may terminate the affected order form without liability.

16. Entire Agreement and Amendments

These Terms, together with any applicable order forms, Data Processing Agreements, and referenced policies (including our Privacy Policy and Security page), constitute the entire agreement between you and Zynoviq regarding the subject matter herein and supersede all prior or contemporaneous agreements, proposals, and communications, whether written or oral.

We may update these Terms from time to time. Material changes will be communicated with at least 30 days' notice via email or a prominent notice on our website. Your continued use of the Services after such notice constitutes acceptance of the updated Terms. If you do not agree to the changes, you may terminate your subscription as provided in Section 12.

Contact

For questions about these Terms, please contact us:

Legal Department
Zynoviq Solutions Private Limited
Chennai, Tamil Nadu, India
Email: legal@zynoviq.com