Terms of Service

1. Managed Service Relationship

The Company furnishes the Services as a managed services provider. The Client receives access to, benefit from, and operational support for the Services as part of an ongoing service relationship and not as a transfer of ownership in software, code, infrastructure, technical resources, managed databases, workflows, or other technical assets.

Unless the Company expressly states otherwise in a separate signed writing, the Company remains the end-to-end owner, manager, and operator of the technical solution, the service environment, and the technical methods used to furnish the Services.

2. No Transfer of Platform or Infrastructure

The Company does not, by default, transfer to the Client any ownership interest in the platform, source code base, deployment architecture, service environment, integrations, automation logic, technical stack, databases, reports, or supporting infrastructure used or created in connection with the Services.

The Client is purchasing access to services and technical management, not a sale of software assets, a perpetual software license, or a handoff of the underlying platform environment.

3. Use of Personnel and Third Parties

The Company may use employees, contractors, subprocessors, cloud providers, hosting providers, payment processors, communication platforms, support tools, analytics tools, and other third-party service providers in providing the Services. The selection, substitution, and management of such resources remain within the Company's discretion.

4. No Advisory Guarantee

Unless expressly stated otherwise in a signed writing, the Services do not constitute legal advice, tax advice, accounting advice, regulated-industry certification advice, or a guarantee of compliance, profitability, savings, or any other specific commercial result.

1. Scope Documentation

Service scope may be customized, limited, expanded, or otherwise defined through an invoice, proposal, statement of work, order form, scoping memorandum, project plan, email confirmation, or similar written confirmation issued or approved by the Company. The most recent Company-approved written scope will control over prior informal discussions.

2. No Obligation to Accept Unapproved Work

The Company may decline to perform work that has not been invoiced, accepted, scheduled, or otherwise formally approved by the Company. The Client acknowledges that requests for additional services, accelerated timelines, expanded integrations, or out-of-scope changes may require revised pricing, revised timing, or separate approval before work begins.

3. Project Start Conditions

No Development Services will begin until any required upfront Development Fee has been paid in full and the Client has supplied any information, credentials, approvals, or other onboarding materials reasonably requested by the Company. Project scheduling estimates are contingent on satisfaction of these prerequisites.

4. Scope Adjustments

If project assumptions materially change, if Client dependencies are delayed, or if the Client requests additional work, the Company may revise the scope, timeline, Development Fee, Monthly Fees, support commitments, or other commercial terms. The Company will not be obligated to perform revised or additional work without written confirmation acceptable to the Company.

1. Auto Pay Requirement for Monthly Fees

All recurring Monthly Fees must be enrolled in automatic payment using an approved payment method acceptable to the Company. The Client authorizes the Company and its payment processors to initiate recurring charges for Monthly Fees, prorated initial invoices, taxes, processor fees, and other properly invoiced recurring amounts.

2. Development Fees

Some engagements require a one-time Development Fee in addition to Monthly Fees. Development Fees are invoiced separately unless the Company elects to combine them in one invoice. Development Fees are due before project work begins and are not offset by later Monthly Fees unless the Company expressly agrees in writing.

3. Failed Charges and Reattempts

If any recurring or one-time charge fails, is reversed, is declined, or is otherwise not successfully settled, the Company may retry the charge, request an alternate payment method, suspend work, suspend access, defer support, or take any combination of those actions until payment is successfully received.

4. Client Payment Responsibilities

The Client is solely responsible for maintaining valid, current, and chargeable payment information and for ensuring that payment methods remain active and authorized for Company charges. The Company is not responsible for service disruption resulting from expired cards, bank restrictions, processor declines, or inaccurate billing information supplied by the Client.

5. Taxes, Fees, and Collection Rights

Taxes, processor fees, foreign transaction fees, wire fees, platform fees, or similar pass-through costs may be separately itemized, embedded within pricing, or invoiced in addition to base fees as the Company determines appropriate for the engagement structure. The Client remains responsible for all amounts properly invoiced, excluding only taxes measured solely by the Company's net income.

The Company may suspend the Services for nonpayment, failed auto pay, repeated late payment, chargeback activity, disputed charges lacking good-faith basis, or other payment risk. Suspension or forbearance does not waive the Company's right to collect all unpaid amounts.

1. Initial Prorated Month

If the Client starts service after the first calendar day of a month, the initial invoice for Monthly Fees will be prorated based on the number of active calendar days remaining in that month, including the service start date unless the Company states otherwise in writing.

Unless the Company specifies a different methodology in writing, the prorated Monthly Fee will be calculated as follows: applicable Monthly Fee multiplied by the number of active calendar days remaining in the month, divided by the total number of calendar days in that same month.

2. Full Monthly Fees After Initial Cycle

After the initial prorated month, the full Monthly Fee applies for each subsequent Billing Cycle. The Company is not required to further prorate ordinary monthly charges based on weekends, holidays, partial utilization, lower-than-expected usage, or Client-elected inactivity.

3. Rounding and Administrative Adjustments

The Company may round prorated amounts to the nearest cent and may make minor administrative adjustments to align invoices, recurring charge dates, or billing records with the standard monthly Billing Cycle. Such adjustments will not prejudice the Company's right to collect the full Monthly Fees due for completed Billing Cycles.

1. Client Cancellation Procedure

The Client may request cancellation by sending Written Notice to support@zyntron.dev. Unless the Client clearly specifies a later requested cancellation date in writing, the date of the cancellation email will be treated as the cancellation date for proration purposes.

2. Proration Through Cancellation Date

If monthly service is cancelled in the middle of a month, the Company will prorate monthly charges through the cancellation date and will determine whether the Client has overpaid for the applicable Billing Cycle. If an overpayment exists, the Company will issue the resulting refund in accordance with these Terms.

Refunds for monthly subscription overpayments will be processed within thirty (30) days after the Company confirms the cancellation calculation. Refunds will be returned to the original payment method where commercially reasonable, but the Company may use an alternate lawful refund method if the original method is unavailable, expired, blocked, or impracticable.

3. Company Suspension or Termination Rights

The Company may terminate or suspend the Services immediately, or on such notice as the Company deems reasonable under the circumstances, for nonpayment, material breach, abuse of support channels, unlawful conduct, misuse of the Services, unauthorized access attempts, security risk, infrastructure risk, reputational risk, or other operational risk created by the Client or by Client-directed activity.

4. Effect of Termination

Upon cancellation or termination, the Client's right to access and use the Services ends unless the Company expressly continues access in writing. The Company may disable credentials, suspend processing, close work queues, stop support work, and reallocate resources upon termination. Termination does not relieve the Client of responsibility for amounts accrued before the effective termination date.

1. Full Refund Before Project Start

A one-time Development Fee is fully refundable only if the applicable project has not started. For purposes of this Section, a project is considered started when the Company has begun scoped implementation work, technical planning, environment setup, coding, configuration, data work, integration work, or other substantive project activity.

2. Fifty Percent Refund for Projects Under Half Complete

If project work has started and the project is less than fifty percent (50%) complete at the time of cancellation, the Company will issue a refund equal to fifty percent (50%) of the Development Fee. The remaining portion will be retained by the Company as compensation for project effort, scheduling, and resource commitment already incurred.

3. No Refund at or Above Fifty Percent Completion

If the project is fifty percent (50%) complete or more at the time of cancellation, no Development Fee refund will be issued. The Client acknowledges that project value is not measured solely by delivered features and may include planning, architecture work, environmental work, data preparation, configuration, internal milestones, and partially completed work product.

4. Company Determination of Completion Percentage

The Company will determine project completion percentage in good faith using reasonable indicators such as internal milestones, scoped deliverables, time invested, status reports, work product produced, project plan progression, configuration progress, technical dependencies addressed, and other objective markers of work performed. The Company's good-faith completion assessment will control unless the parties expressly agree otherwise in writing.

Development Fee refunds, when due under this Section, will be processed within thirty (30) days after the Company finalizes its completion determination and applicable refund calculation.

1. Non Critical Support Hours

Standard business support for Non Critical Support is available Monday through Friday from 10:00 a.m. to 4:00 p.m. Pacific Time, excluding Holiday Periods. Non Critical Support communications will receive an initial response within twenty-four (24) hours measured in standard elapsed time rather than business hours.

The twenty-four-hour response commitment is an initial response commitment only. It means that the Company will acknowledge, triage, or otherwise respond to the Support Request within that window. It does not mean that the issue will be resolved, remediated, or completed within that same period.

2. Critical Outage Coverage

Critical Outage support is available Sunday through Saturday from 6:00 a.m. to 12:00 midnight Pacific Time, including during Holiday Periods. Critical outages include software outages, core service failures, or material resource failures that prevent the Services from functioning substantially as designed.

Critical Outage support requires Written Notice by email. The Client must clearly identify the affected Service, the observed outage condition, and sufficient contact information for the Company's initial follow-up. The Company will provide an initial response within two (2) hours after receipt of Written Notice of a Critical Outage during the applicable coverage period.

3. Scope of Initial Response

The two-hour Critical Outage commitment is an initial response and investigation-start target only. It does not guarantee that the reported issue will be confirmed as a Critical Outage, and it does not guarantee that the issue will be resolved within two hours.

If the Company reasonably determines that a reported issue does not constitute a Critical Outage, the request may be reclassified as Non Critical Support and handled under the standard support model.

4. Holiday Period Rules

Standard business support for Non Critical Support will not be available during Holiday Periods. A Holiday Period includes the day before a Company-observed holiday, the holiday itself, and the day after the holiday. The Company may observe federal and non-federal holidays in its discretion and is not required to publish an exhaustive holiday calendar in advance.

Critical Outage support remains available during Holiday Periods subject to the coverage hours and notice requirements stated in this Section.

5. Support Submission Standards

The Client will provide reasonable diagnostic detail, screenshots, examples, logs, timestamps, user impact descriptions, and reproduction information when submitting a Support Request if such information is available. Delays caused by incomplete incident information, unavailable Client contacts, restricted access, or missing credentials will not count as a Company breach of response commitments.

1. Accurate Information and Cooperation

The Client will provide accurate, current, and complete information reasonably needed for onboarding, scoping, implementation, support, invoicing, and ongoing service delivery. The Client will cooperate in a timely and commercially reasonable manner with Company requests for information, approvals, credentials, and operational input.

2. Rights to Materials and Access

The Client is solely responsible for ensuring that it has all rights, permissions, consents, and legal authority necessary for the Company to access, receive, process, connect to, use, store, or otherwise interact with any data, files, systems, credentials, source systems, integrations, or other Client Materials that the Client asks the Company to access or use.

3. Review and Approval Obligations

Where project or scope materials require Client review or approval, the Client will review and respond within a commercially reasonable time. The Company is not responsible for delays caused by Client inaction, delayed approvals, shifting requirements, unavailable stakeholders, or contradictory instructions.

4. Lawful and Proper Use

The Client may not interfere with the Services, misuse the Company systems, attempt unauthorized access, transmit malicious code, overload shared resources, reverse engineer restricted service components, abuse support channels, or direct the Company to engage in any unlawful, infringing, deceptive, or unauthorized activity.

5. Retention of Independent Records

The Client is responsible for maintaining its own business records, source materials, and backup copies of any information it wishes to preserve outside the Services unless the Company expressly agrees in writing to provide backup, archival, or data-return services as a separately scoped obligation.

1. No Transfer by Payment or Use

The Client is purchasing access to Services and managed support, not ownership of software, code, or technical infrastructure. Payment of Monthly Fees, a Development Fee, or any other invoiced amount does not transfer ownership of any software, code, workflow, database, report logic, technical architecture, or Intellectual Property to the Client.

2. No Work Made for Hire Unless Separately Signed

No work-for-hire, assignment, or transfer arrangement is created under these Terms. No Company work product will be deemed a work made for hire unless the Company expressly agrees to that treatment in a separate written agreement signed by both parties and specifically identifying the assets subject to transfer.

3. Limited Access Right Only

Subject to the Client's continued compliance with these Terms and payment obligations, the Company may allow the Client a limited, revocable, non-exclusive, non-transferable right to access and use the Subscription Services for the Client's internal business purposes during the applicable service period. No broader license is granted by implication, estoppel, or otherwise.

4. No Post-Termination Delivery Obligation

Upon termination or cancellation, the Client has no right to receive the source code, software base, platform copy, technical deliverables, development repository, deployment artifacts, automation logic, or technical environment except to the extent the Company separately agrees in writing. The Company may withhold any such materials unless and until all outstanding amounts are paid in full and a separate written transfer arrangement is executed, if the Company elects to offer one at all.

5. Reuse and Commercialization Rights

The Company may reuse, adapt, scale, commercialize, deploy, license, modify, improve, and otherwise exploit software, know-how, workflows, methods, architectures, reports, technical solutions, and general learnings across other clients and internal projects in its discretion, provided that the Company remains subject to its confidentiality obligations with respect to the Client's nonpublic information.

1. Scope of Company-Owned Service Data

Without limitation, Service Data includes source data, uploaded data, imported data, transformed data, structured data, derived data, analytical outputs, calculations, reports, metadata, system logs, usage records, service history, audit records, operational metrics, workflow history, generated content, and all other data residing within or flowing through the Company service environment.

To the extent Client Materials are submitted to, imported into, processed within, or otherwise introduced into the Company service environment, those Client Materials become part of the Service Data for purposes of ownership, control, retention, and disposition under these Terms.

2. No Transfer of Data Rights to Client

The Client acknowledges and agrees that no ownership right, title, or interest in any Service Data is transferred to the Client through payment, use of the Services, or receipt of any Deliverable. Any visibility the Client may have into data, reports, or outputs is provided as part of the service relationship and does not alter the Company's ownership position.

3. No Obligation to Export, Return, or Purge

Upon cancellation or termination, the Company has no obligation to export, package, transmit, return, migrate, deliver, make available, or purge any Service Data unless the Company separately agrees to do so in writing. The Company may quote additional fees, refuse such requests, or condition any data-related work on payment of all outstanding amounts and separate written scope approval.

4. Retention and Disposition Rights

The Company may retain, archive, delete, destroy, anonymize, suppress, or otherwise dispose of Service Data in its discretion and at its own expense. The Company is not required to preserve any Service Data for any specific period unless a signed writing expressly imposes that obligation.

5. Client Preservation Responsibility

If the Client requires possession of original records, independent copies, regulatory archives, or continuity copies, the Client must maintain such records independently or obtain a separate written commitment from the Company. The Client assumes all risk arising from reliance on the Company as the sole repository of any information it wishes to retain.

1. Confidential Information Standard

Each party receiving Confidential Information of the other party will use reasonable care to protect that Confidential Information from unauthorized use or disclosure and will use such information only as reasonably necessary to perform obligations under these Terms or receive the benefit of the Services.

2. Exclusions

Confidential Information does not include information that the receiving party can demonstrate by competent evidence: was publicly available without breach of obligation; was lawfully known to the receiving party without restriction before disclosure; was independently developed without use of the disclosing party's Confidential Information; or was lawfully obtained from a third party without breach of duty.

3. Permitted Disclosures

The Company may disclose Confidential Information to its personnel, professional advisors, contractors, and subprocessors who have a need to know such information for purposes of the Services and who are bound by confidentiality obligations no less protective than those set forth here. Either party may disclose Confidential Information if required by law, regulation, subpoena, or court order, provided that the receiving party gives prior notice where legally permitted.

4. Duration and Survival

The confidentiality obligations in these Terms will survive termination of the Services. For non-trade-secret Confidential Information, the obligations will survive for five (5) years after disclosure. For information protected as a trade secret under applicable law, the obligations will survive for so long as the information remains a trade secret.

1. Commercially Reasonable Safeguards

The Company will use commercially reasonable administrative, technical, and organizational safeguards designed to protect the Service environment and Service Data against unauthorized access, use, or disclosure. The Client acknowledges that safeguards are risk-reduction measures and not an absolute guarantee of security.

2. No Perfect Security or Uptime Guarantee

No system, software environment, hosting environment, communication channel, or third-party platform can be guaranteed to be fully secure, uninterrupted, error-free, or immune from attack, failure, or degradation. The Client assumes this residual risk as part of the service relationship.

3. Third-Party Service Environment

The Company may use third-party processors, hosting providers, payment processors, email systems, ticketing systems, support tools, monitoring tools, analytics tools, cloud resources, and communication platforms in providing the Services. The Company may modify, replace, reconfigure, or discontinue underlying tools or components used to provide the Services as the Company deems operationally appropriate.

Unless the Company expressly agrees otherwise in writing, the Client remains responsible for the security of its own devices, internal networks, user devices, endpoint controls, source-system credentials, and business-side access controls.

1. As-Is and As-Available Services

Except to the extent expressly stated otherwise in a signed writing, the Services and all Deliverables are provided "as is" and "as available." The Company does not make and expressly disclaims any representation or warranty not expressly set forth in these Terms or in a separate signed writing.

2. Disclaimer of Implied Warranties

To the fullest extent permitted by law, the Company disclaims all implied warranties, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, quiet enjoyment, course of dealing, usage of trade, and performance to expectations not expressly stated in writing.

3. No Guarantee of Uninterrupted or Error-Free Performance

The Company does not warrant that the Services will be uninterrupted, error-free, defect-free, fully secure, or compatible with every Client system, third-party platform, workflow, or business process. Temporary outages, bugs, latency, integration changes, third-party service interruptions, and operational adjustments may occur.

4. No Outcome Warranty

The Company does not warrant any business outcome, revenue result, profitability result, cost savings result, operational efficiency result, regulatory result, audit result, data accuracy result attributable to Client inputs, or uninterrupted third-party integration availability. The Client remains responsible for its own business decisions and use of the Services.

1. Excluded Damages

To the fullest extent permitted by law, in no event will the Company be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, loss of goodwill, loss of revenue, loss of business opportunity, loss of anticipated savings, business interruption loss, or loss of data, even if advised of the possibility of such damages.

2. Aggregate Liability Cap

To the fullest extent permitted by law, the aggregate liability of the Company arising out of or relating to the Services, these Terms, or the parties' relationship will not exceed the greater of: (a) the total amounts actually paid by the Client to the Company for the Services during the three (3) months immediately preceding the event first giving rise to the claim; or (b) five hundred United States dollars (US$500).

3. Single Claim Allocation

The liability cap in this Section is cumulative and not per claim. Multiple claims, theories of recovery, incidents, invoices, or alleged breaches will not enlarge the cap. The existence of one or more claims will not expand the remedies available beyond the limitations stated here.

4. Essential Basis of the Bargain

The parties acknowledge that the pricing for the Services reflects the allocation of risk set forth in these Terms and that the Company would not enter into the relationship on the same commercial terms without the disclaimers and limitations in these Terms. The limitations in this Section apply regardless of the form of action, whether in contract, tort, strict liability, statute, equity, or otherwise.

1. Client Indemnity Obligation

The Client will defend, indemnify, and hold harmless the Company and its affiliates, owners, personnel, contractors, subprocessors, successors, and assigns from and against any third-party claim, demand, action, proceeding, investigation, loss, liability, damage, judgment, settlement, cost, or expense, including reasonable attorneys' fees, arising out of or relating to: the Client Materials; Client-directed access to data or systems without sufficient rights or permissions; the Client's violation of law; the Client's misuse of the Services; or the Client's breach of these Terms.

2. Defense Control

The Company may assume control of the defense and settlement of any indemnified matter at the Client's expense. The Client will reasonably cooperate with the defense and will not settle any indemnified matter in a manner that admits fault on behalf of the Company or imposes obligations on the Company without the Company's prior written consent.

3. Continuing Obligations

The Client's indemnification obligations apply whether the claim is brought during or after the service relationship and survive termination or expiration of the Services.

1. Governing Law

These Terms and any dispute arising out of or relating to the Services or the parties' relationship will be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict-of-law principles.

2. Exclusive Venue

Any action or proceeding arising out of or relating to these Terms or the Services must be brought exclusively in the state courts located in King County, Washington, or in the United States District Court for the Western District of Washington, and each party irrevocably submits to the personal jurisdiction and venue of those courts.

1. Client Notices to Company

Written notices from the Client may be sent to support@zyntron.dev unless the Company later designates another notice channel in writing. Notices regarding cancellation, material disputes, claimed breaches, or other formal matters should clearly identify the Client, the subject of the notice, and sufficient contact information for reply.

2. Company Notices to Client

The Company may send notices to the Client's last-designated business email address, billing email address, account contact email address, or other electronic contact point reasonably associated with the Client's account or engagement. The Client is responsible for keeping its contact information current.

3. Effectiveness of Email Notice

Email notice will be deemed valid and effective when sent, unless the sender receives an automated message indicating delivery failure to the specified address. The parties agree that email notice is commercially reasonable and operationally sufficient for purposes of these Terms.

1. Update Right

The Company may update these Terms from time to time in its discretion. Updated Terms may be communicated by posting a revised version on the website, by updating the effective date or last updated date on the applicable legal page, by account notice, by invoice notice, or by other commercially reasonable notice.

2. Effect of Continued Use

Continued access to or use of the Services after updated Terms become effective constitutes the Client's acceptance of the revised Terms. If the Client does not agree to revised Terms, the Client must stop using the Services and may request cancellation in accordance with these Terms.

3. No Oral Modification

No oral statement, informal chat message, course of performance, or unilateral procurement document will modify these Terms. Any express override of these Terms must be in a written instrument signed by the Company.

1. Entire Agreement

These Terms, together with any applicable invoice, statement of work, order form, proposal, or other Company-approved written scope document, constitute the entire agreement between the parties with respect to the Services and supersede prior or contemporaneous discussions, proposals, and communications on the same subject matter, except as expressly preserved in a signed writing.

2. Severability

If any provision of these Terms is held to be unenforceable, that provision will be enforced to the maximum extent permitted by law and the remaining provisions will remain in full force and effect.

3. Waiver

No waiver of any provision or breach will be effective unless in writing and signed by the waiving party. No failure or delay in exercising any right will operate as a waiver of that right or of any other right.

4. Assignment

The Client may not assign, delegate, transfer, or novate these Terms or any rights or obligations hereunder without the Company's prior written consent. The Company may assign or transfer these Terms, in whole or in part, to an affiliate, successor, purchaser of assets, merger partner, or other acquirer without the Client's consent.

5. Force Majeure

The Company will not be liable for any delay, failure, or degradation in performance caused by events beyond its reasonable control, including natural disasters, acts of God, war, terrorism, civil unrest, labor disputes, utility failure, internet failure, hosting failure, platform outages, government action, epidemics, pandemics, or supply-chain disruption.

6. Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary relationship, franchise, or employment relationship between the parties.

7. No Third-Party Beneficiaries

These Terms are for the sole benefit of the parties and their permitted successors and assigns. Except as expressly stated in the indemnification provisions, no third party is intended to have any right, remedy, or claim under these Terms.

8. Electronic Acceptance and Survival

The parties agree that electronic acceptance, electronic communications, invoices, and email confirmations may be used in connection with the Services and will have the same force and effect as manually signed writings where permitted by law. Any provisions that by their nature should survive termination, including provisions addressing payment obligations, Intellectual Property, Service Data, confidentiality, disclaimers, limitation of liability, indemnification, governing law, venue, and notice, will survive termination or expiration of the Services.