Last Updated: July 1, 2026
PLEASE READ THESE API CATALOG TERMS OF SERVICE (THIS “AGREEMENT”) CAREFULLY BEFORE ACCESSING OR USING THE API CATALOG OR ANY RELATED SERVICES (AS DEFINED BELOW) OFFERED BY DYSSONANCE AI, INC. (“COMPANY”). BY CLICKING “I ACCEPT,” “AGREE,” OR A SIMILAR BUTTON OR CHECKBOX, BY CREATING AN ACCOUNT, OR BY ACCESSING OR USING ANY OF THE SERVICES, YOU (“CUSTOMER”) AGREE TO BE BOUND BY THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS. IF CUSTOMER IS ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, THE INDIVIDUAL ACCEPTING THESE TERMS REPRESENTS AND WARRANTS THAT THEY HAVE LEGAL AUTHORITY TO BIND THAT ENTITY. IF CUSTOMER DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CUSTOMER MUST NOT ACCESS OR USE THE SERVICES. ENTERPRISE CUSTOMERS WHO HAVE ENTERED INTO A SEPARATELY EXECUTED ORDER FORM (AS DEFINED BELOW) WITH COMPANY WILL ALSO BE SUBJECT TO THE TERMS OF THAT ORDER FORM, WHICH SUPPLEMENTS THIS AGREEMENT.
Subject to all terms and conditions of this Agreement, including timely payment of all applicable Fees, Company will use commercially reasonable efforts to provide Customer with access to Company’s application programming interface platform (“API”) and related developer tools, documentation, and other features and services made available through the API Catalog (collectively, the “Services”). “Documentation” means Company’s technical specifications, API reference guides, and user documentation for such Services made available to Customer. Subject to the foregoing, Company hereby grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term to access and use the Services solely for: (a) Customer’s internal business purposes; and/or (b) developing, operating, and making available applications built on or integrated with the Services (“Applications”) to Customer’s end users (“End Users”).
Company will provide Customer with the API keys or other credentials necessary for Customer to access the Services (“API Keys”) upon account registration. Customer shall protect the confidentiality and security of its API Keys and may not sell, transfer, sublicense, or otherwise disclose API Keys to any party other than those expressly authorized by this Agreement. Customer is solely responsible for all activity that occurs through use of Customer’s account or API Keys, whether authorized by Customer or not, and shall promptly notify Company upon discovery of any unauthorized access to or use of Customer’s account or API Keys.
Except as expressly authorized under this Agreement, Customer shall not, and shall not permit any authorized user, End User, or third party to, directly or indirectly: (a) use the Services to build any application, product, or service that is competitive with any Company product or service; (b) copy, rent, lease, sell, transfer, assign, sublicense, reverse engineer, decompile, disassemble, aggregate, or otherwise attempt to discover the source code, object code, underlying algorithms, model weights, or trade secrets of the Services, except to the limited extent required by applicable law notwithstanding this restriction; (c) modify, translate, or create derivative works based on the Services; (d) remove or alter any proprietary or intellectual property notices on or within the Services; (e) encumber, sublicense, or make the Services available to third parties on a standalone basis, other than as part of a Customer’s Application; (f) engage in any misleading or deceptive practices with respect to the features, functionality, or capabilities of the Services or any Customer’s Application; (g) interfere with or disrupt the proper working of the Services or any related systems, networks, or other customers’ use of the Services; (h) bypass, circumvent, or disable any technical controls, rate-limiting mechanisms, access controls, or security features of the Services; (i) use the Services in a manner that exceeds applicable Usage Limits (as defined below) or constitutes excessive or abusive usage; (j) use or otherwise exploit the Services or any Output (as defined below) to train, fine-tune, distill, benchmark, optimize, or otherwise develop or improve any artificial intelligence, machine learning, or large language model system or platform, whether operated by Customer or any third party; (k) input, upload, transmit, or otherwise provide to the Services any data, content, or materials that contain, activate, or transmit any software, hardware, or other technology or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede any computer, software, firmware, hardware, system, or network, or any application or function thereof, or the security, integrity, confidentiality, or use of any data processed thereby; (l) use the Services or any Output for automated decision-making or profiling purposes, as such or similar terms are defined under applicable law, without implementing appropriate human oversight, review, and safeguards as required by applicable law; or (m) use the Services, including through systematic or automated API queries or interactions, in any manner designed or intended to probe, extract, infer, reconstruct, or approximate the reasoning architecture, internal decision-making logic and reasoning processes, training methodology, training data, model weights, or other proprietary characteristics of the Services or any underlying model, whether for Customer’s own use or for the benefit of any third party. Customer shall comply with all applicable laws, rules, and regulations in connection with its use of the Services.
Customer acknowledges that Company may: (a) establish usage limits applicable to Customer’s plan tier, including rate limits, token limits, quota limits, and throughput restrictions (“Usage Limits”), as set forth in the Documentation, an applicable Order Form or as otherwise communicated to Customer from time to time; and (b) monitor Customer’s use of the Services to enforce Usage Limits, ensure compliance with this Agreement, and protect the integrity of the Services. Company may throttle, queue, or temporarily suspend Customer’s access if Customer approaches or exceeds applicable Usage Limits. Company reserves the right to modify Usage Limits upon reasonable notice to Customer.
From time to time, Company may provide upgrades, patches, enhancements, or fixes for the Services to its customers generally without additional charge (“Updates”), and such Updates will become part of the Services and subject to this Agreement; provided that Company shall have no obligation under this Agreement or otherwise to provide any such Updates. Customer acknowledges that Company may make improvements and modifications to the Services (in whole or in part) at any time, including by adding or removing features, APIs, or endpoints, and that it is Customer’s responsibility to ensure that calls or requests Customer makes to the Services are compatible with the then-current Services; Company shall use commercially reasonable efforts to give Customer reasonable prior notice of any major change that might adversely impact Customer’s use of the Services. Customer’s continued use of the Services following any modification constitutes Customer’s acceptance of the modified Services.
Enterprise customers may enter into a separately executed ordering document (which may include a countersigned quote, order form, or other written instrument) that references this Agreement and is signed or accepted by authorized representatives of both parties (each, an “Order Form”). Each Order Form is incorporated into and governed by this Agreement. In the event of any conflict or inconsistency between the terms of this Agreement and any Order Form, the Order Form shall control solely with respect to the terms expressly addressed therein.
Except for the limited rights and licenses expressly granted to Customer under this Agreement, Company (and its licensors) retains all right, title, and interest (including all intellectual property rights) in and to the Services, including all APIs, software, models, algorithms, interfaces, tools, templates, methods, processes, know-how, trade secrets, and other technology used by Company in providing the Services, and all copies, modifications, and derivative works thereof, and all Company trademarks, names, and logos. No rights are granted to Customer except as expressly set forth in this Agreement.
“Customer Data” means any data, content, documents, prompts, instructions, queries, files, structured records, or other materials submitted by Customer or its authorized users to the Services; provided that Customer Data shall not include Usage Data (as defined below). As between Company and Customer, Customer retains all right, title, and interest in and to Customer Data. Customer hereby grants to Company a limited, non-exclusive, worldwide, royalty-free license to use, store, process, reproduce, and transmit Customer Data solely as required in connection with: (a) providing the Services to Customer; (b) Company’s internal operational purposes related to Company’s provision of the Services to Customer, including for debugging, maintaining the Services, evaluating system performance, and improving the reliability of the Services; (c) detecting, investigating, and preventing security incidents, fraud, and abuse; and (d) billing and account management. Company will not use Customer Data to train, fine-tune, or otherwise develop or improve Company’s artificial intelligence models or any other Company product or service without Customer’s prior, express, written consent. Customer represents and warrants that (i) it has all rights, licenses, consents, and authorizations necessary to provide Customer Data to the Services and to grant the foregoing license, (ii) Customer Data does not and will not infringe or misappropriate any third-party intellectual property or privacy rights or violate any applicable law, and (iii) Customer’s use of the Services and operation of any Application complies with all applicable laws, rules, and regulations (“Applicable Law”) in all relevant jurisdictions. Customer, not Company, is solely responsible for the accuracy, quality, legality, and appropriateness of all Customer Data.
Customer acknowledges and agrees that models integrated into the Services for use by Customers (“Company AI Models”) may have been developed using artificial intelligence or machine learning algorithms, programs or other models, including large language models, developed or operated by a third party and used in connection with the Services (“Third Party Models”) that are not developed or controlled by Company. Company does not control or influence the training or hosting of Third Party Models, and is unable to guarantee the suitability, accuracy, quality, security, legality and reliability of Third Party Models, including any content, results, responses, or other outputs or artifacts generated by the Company AI Models or Services in response to Customer Data, including without limitation any structured data objects, reasoning traces, graphs, probabilistic estimates, uncertainty metrics, or other computational artifacts (“Outputs”). As between Company and Customer, and subject to Customer’s compliance with this Agreement, Customer shall own all right, title, and interest in and to Output, and Company hereby assigns to Customer all of Company’s right, title, and interest, if any, in and to such Output. Customer acknowledges and agrees that (a) certain Outputs will be generated by artificial intelligence or machine learning; (b) due to the nature of artificial intelligence and machine learning, Outputs may (i) contain errors and misstatements, (ii) be incomplete or inaccurate, (iii) be similar to Outputs generated through another Company customer’s use of the Services, which Customer has no rights in regardless of any level of similarity to the Outputs provided to Customer, and/or (iv) result in different Outputs from one use to the next; (c) Outputs reflect probabilistic or inferred results generated by automated systems and do not constitute statements of fact; (d) Customer must verify the accuracy and appropriateness of any Outputs and Customer is solely responsible for any reliance on the accuracy, completeness, or usefulness of any Outputs; and (e) relying upon any Outputs without first verifying accuracy with a qualified human could cause harm, including but not limited to legal, financial and physical harm. Company cannot control, and has no duty to take any action, regarding how Customer may interpret, rely on, or use any Outputs or what actions Customer may take as a result of having been exposed to Outputs. Customer agrees that Company will not be liable for any loss or damages arising from or related to the Outputs and shall defend, indemnify and hold harmless Company with respect to any claims, damages or liability related thereto, and Customer hereby releases Company from all liability for Customer having acquired or not acquired output through the Services.
Customer acknowledges and agrees that Company may collect, retain, and use, during and after the Term, data that is derived from the technical operation and performance of the Services, including usage patterns, system metrics, performance logs, and data regarding the operation of the Services (“Usage Data”). In no event shall Usage Data contain or reflect Customer Data or any Customer-identifiable information. Company is free to use Usage Data for any lawful purpose, including to develop and improve the Services, without restriction.
Company may derive and use generalized statistical relationships, structural patterns, performance optimizations, reasoning capabilities, and operational, architectural, and system-level insights from the operation, use and improvement of the Services (“Abstracted Patterns”), including through the automated, de-identified processing of Customer Data in aggregated form and through generalized improvements to the operation, performance, capabilities and reasoning of the Services that do not incorporate, retain, disclose or enable the reconstruction of any Customer-specific information or Customer-specific knowledge. Company may use Abstracted Patterns to develop and improve the Services, including for the benefit of other Company customers. For the avoidance of doubt, no Customer Data, including any Customer-identifiable information or Customer-specific knowledge, are disclosed, exposed, or made available to other customers through Company’s use of Abstracted Patterns. Use of Abstracted Patterns as described in this Section 2.5 shall not be deemed a violation of Company’s obligations under Section 2.2. For the avoidance of doubt, nothing in this Agreement restricts Company’s ability to make improvements to the Services through mechanisms that do not involve the use of Customer Data, including through purely system-level operational data, architectural development, or research not derived from Customer inputs.
If Customer provides Company with suggestions, recommendations, bug reports, or other feedback regarding the Services (“Feedback”), Customer hereby grants to Company a perpetual, irrevocable, worldwide, non-exclusive, royalty-free license to use, reproduce, modify, distribute, and otherwise exploit such Feedback for any purpose.
Company shall use commercially reasonable efforts to maintain the security and integrity of the Services and the Customer Data during the Term. If Customer uses the Services to process Personal Data (as defined in the DPA), the parties shall comply with Company’s Data Processing Addendum (“DPA”), available at [Privacy Policy / DPA URL — TBD], the terms of which shall be incorporated into this Agreement.
Each party agrees that the financial, business, legal, and technical information of the other party, and all information about the other party’s research, development, operations, marketing, transactions, discoveries, inventions, methods, processes, materials, algorithms, software, specifications, designs, data, strategies, plans, know-how, and ideas, whether tangible or intangible (including all copies, abstracts, summaries, analyses, and other derivatives thereof), that is marked or identified as proprietary or confidential at the time of disclosure, or that by its nature would be understood by a reasonable person to be proprietary or confidential, is the confidential property of the disclosing party and its licensors (“Confidential Information”). Confidential Information does not include information that: (a) is previously rightfully known to the receiving party without restriction on its use or disclosure; (b) is or becomes publicly available through no act or omission of the receiving party; (c) is disclosed to the receiving party by a third party without breach of any separate nondisclosure or non-use obligation; or (d) is independently developed by the receiving party without access to or use of the disclosing party’s Confidential Information. The receiving party shall: (i) hold all Confidential Information of the disclosing party in strict confidence and take reasonable precautions to protect it (including at least the same precautions it employs for its own confidential materials); (ii) not divulge any Confidential Information to any third party, except to employees or contractors with a legitimate need to know and who are subject to confidentiality restrictions at least as protective as those herein; and (iii) use Confidential Information only as necessary to exercise its rights and fulfill its obligations under this Agreement. Each party shall be responsible for any unauthorized use or disclosure of the other party’s Confidential Information by its employees and contractors. The receiving party shall promptly notify the disclosing party in writing of any actual or suspected misuse or unauthorized disclosure of the disclosing party’s Confidential Information. If required by applicable law, regulation, or court order to disclose Confidential Information, the receiving party shall, to the extent legally permissible: (x) promptly notify the disclosing party in writing; and (y) reasonably cooperate with the disclosing party in seeking a protective order or other appropriate relief; and shall disclose only that portion of Confidential Information strictly required. Each party acknowledges that any breach of this Section 4 may cause irreparable harm for which monetary damages would be an insufficient remedy, and that the non-breaching party shall be entitled to seek equitable relief, without the requirement of posting a bond, in addition to any other available remedies.
Customer agrees to pay Company all fees and expenses applicable to Customer’s plan tier (“Fees”), as set forth on Company’s pricing page at [Pricing Page URL — TBD] (the “Pricing Page”) or, for enterprise customers, in a separately executed Order Form. Where Fees are set forth in both the Pricing Page and an Order Form, the Order Form shall control with respect to the Services covered by that Order Form. Company reserves the right to modify Fees at any time upon at least thirty (30) days’ prior written notice to Customer; provided that price changes shall take effect no earlier than Customer’s next billing cycle following such notice and shall not affect Fees locked in an executed Order Form during the applicable Order Form Term except as otherwise specified in that Order Form. Company may make certain Services or features available on a free or trial basis, subject to applicable Usage Limits. Company reserves the right to modify, limit, or discontinue free or trial access at any time upon notice to Customer.
Where Fees are usage-based (including, for example, API calls, tokens processed, or compute consumed), Company will calculate usage in accordance with its then-current measurement methodology as described in the Documentation, and Customer authorizes Company to charge Customer’s payment method on file for all such Fees. All amounts due under this Agreement shall be paid in U.S. dollars within thirty (30) days of invoice (or as otherwise specified in an applicable Order Form). All Fees are non-refundable except as expressly set forth herein or as required by applicable law. Customer must notify Company in writing of any good-faith billing dispute within thirty (30) days of the invoice date; undisputed amounts must be paid by the applicable due date. Overdue undisputed amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law.
Fees do not include any taxes, levies, duties, or similar governmental assessments of any nature (collectively, “Taxes”). Customer is responsible for all Taxes associated with its purchase and use of the Services, excluding Taxes based solely on Company’s net income.
SERVICES (OR ANY PORTION THEREOF), OUTPUT, AND ALL RELATED INFORMATION, TECHNOLOGY, AND SERVICES PROVIDED BY COMPANY ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF ADVISED OF THE PURPOSE), ACCURACY, TITLE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT: (A) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) THE SERVICES OR OUTPUT WILL MEET CUSTOMER’S REQUIREMENTS; (C) DATA WILL NOT BE LOST; (D) ANY OUTPUT WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR FIT FOR ANY PARTICULAR PURPOSE; (E) THE SERVICES WILL ACHIEVE ANY INTENDED RESULT OR BE COMPATIBLE WITH OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER PLATFORM NOT PROVIDED BY COMPANY; OR (F) THE SERVICES OR ANY CONTENT ACCESSIBLE THROUGH THE SERVICES WILL BE FREE OF HARMFUL CODE. CUSTOMER ASSUMES ALL RISKS ASSOCIATED WITH ITS USE OF THE SERVICES AND OUTPUT, AND COMPANY WILL NOT BE RESPONSIBLE FOR ANY ACTIONS TAKEN OR NOT TAKEN BASED ON OUTPUT GENERATED BY THE SERVICES.
Customer acknowledges and agrees that (a) the Services may operate on, with or using third-party products provided with, integrated with, or incorporated into the Services (“Third Party Integrations”), (b) the availability and operation of the Services or certain portions thereof may be dependent on Company’s ability to access such Third Party Integrations, and (c) where applicable, Customer’s failure to provide adequate access or any retraction of permissions relating to such Third Party Integrations may result in a suspension or interruption of the Services. Customer hereby represents and warrants that it has all rights, licenses, permissions and consents necessary to connect, use and access any Third Party Integrations that it integrates with the Services, and Customer shall indemnify, defend and hold harmless Company for all claims, damages and liabilities arising out of Customer’s use of any such Third Party Integrations in connection with or through the Services. Company cannot and does not guarantee that the Services shall incorporate (or continue to incorporate) any particular Third Party Integrations and does not make any representations or warranties with respect to Third Party Integrations. Customer may be responsible for procuring any necessary rights for it to access Third Party Integrations (including any Customer Data or other information relating thereto) and for complying with any applicable terms or conditions thereof, in which case any exchange of data or other interaction between Customer and a third-party provider is solely between Customer and such third party provider and is governed by such third party’s terms and conditions. By authorizing Company to transmit Customer Data from such Third Party Integrations into the Services, Customer represents and warrants to Company that it has all right, power, and authority to provide such authorization.
Customer (as “Indemnitor”) shall defend, indemnify, and hold harmless Company, its affiliates, and each of their respective employees, contractors, directors, officers, and agents (collectively, “Indemnitees”) from and against all liabilities, claims, damages, losses, fines, penalties, and expenses (including reasonable attorneys’ fees) paid or payable to an unaffiliated third party (“Losses”) that arise from or relate to: (a) Customer’s access or use of the Services not in accordance with this Agreement; (b) Customer’s breach of any representation, warranty, or obligation under this Agreement; (c) any claim that Customer Data infringes, violates, or misappropriates any third-party intellectual property or privacy rights or violates any law, rule or regulation; or (d) Customer’s Applications, including any claims by End Users arising from or related to their use of such Applications.
EXCEPT FOR CUSTOMER’S BREACH OF SECTION 1.3 (RESTRICTIONS) AND CUSTOMER’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES, LICENSORS, OR SERVICE PROVIDERS BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES WHATSOEVER ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL COMPANY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY, EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY CUSTOMER TO COMPANY IN THE TWELVE (12) CALENDAR MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS ($100.00). THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. THE PARTIES ACKNOWLEDGE THAT THESE LIMITATIONS REFLECT A REASONABLE ALLOCATION OF RISK AND ARE AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.
This Agreement commences on the date Customer first accepts it and continues until terminated in accordance with this Section 10 (the “Term”). For self-serve customers, paid subscription plans shall automatically renew for successive periods of equal length unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current subscription period. Where the parties have entered into an Order Form specifying an initial committed subscription period (the “Order Form Term”), the Term for the Services covered by that Order Form shall be the Order Form Term specified therein. Unless otherwise specified in the applicable Order Form, at the end of each Order Form Term the Order Form shall automatically renew for successive periods equal in duration to the initial Order Form Term (each, a “Renewal Term”) unless either party provides the other with written notice of non-renewal at least sixty (60) days prior to the end of the then-current Order Form Term or Renewal Term. The terms of this Agreement (as may be modified from time to time in accordance with Section 11.2) shall apply during each Renewal Term.
This Agreement may be terminated: (a) by either party at any time upon thirty (30) days’ prior written notice to the other party; provided, however, that where Customer has executed an Order Form specifying a committed Order Form Term, Customer may not exercise its right to terminate for convenience under this Section 10.2(a) during such committed Order Form Term except as otherwise expressly specified in the applicable Order Form; (b) by either party, immediately upon written notice, if the other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receiving written notice specifically describing the breach; or (c) by either party immediately upon written notice if the other party makes any assignment for the benefit of creditors, or a receiver, trustee in bankruptcy, or similar officer is appointed to take charge of any or all of that party’s property, or that party seeks protection under any bankruptcy, receivership, or comparable proceeding, or such proceeding is instituted against that party and not dismissed within ninety (90) days.
Without limiting Section 10.2, Company may suspend or limit Customer’s access to the Services if Customer’s use of the Services results in, or is reasonably likely to result in: (a) damage to or material degradation of the Services or any systems that rely on them, in a manner that interferes with Company’s ability to provide the Services to other customers; (b) a security risk to the Services or any third party; (c) violation of Applicable Law; or (d) Company receives any notice or claim indicating that Customer Data may violate any applicable law, rule, or regulation, or infringe or misappropriate the rights of any third party, in which case Company may suspend the Services with respect to such Customer Data. In the case of suspension under (a): (i) Company shall use reasonable good-faith efforts to work with Customer to resolve or mitigate the issue before resorting to suspension; (ii) prior to any suspension, Company shall use commercially reasonable efforts to provide notice to Customer describing the nature of the issue; and (iii) Company shall reinstate Customer’s access promptly following Customer’s remediation of the issue. In cases of security risk or legal violation under (b) or (c), Company may suspend access immediately and provide notice as soon as reasonably practicable thereafter. Company may additionally suspend or limit Customer’s access to or use of the Services if Customer’s account is more than sixty (60) days past due.
Upon expiration or termination of this Agreement for any reason: (a) all licenses and access rights granted to Customer shall immediately terminate; (b) Customer shall promptly cease all use of the Services and API Keys; (c) all payment obligations accrued prior to the effective date of termination survive; and (d) each party shall, upon request, return or destroy all Confidential Information of the other party, provided, however, that the receiving party may retain copies of the disclosing party’s Confidential Information in routine automated backup and archival systems, subject to the confidentiality obligations set forth herein. The following provisions shall survive any expiration or termination: Sections 1.3 (Restrictions), 2 (Ownership), 4 (Confidentiality), 5 (Payments), 6 (Disclaimer), 8 (Indemnification), 9 (Limitation of Liability), 10.4 (Effects of Termination), and 11 (Miscellaneous).
This Agreement, together with the Privacy Policy, and DPA (if executed), and any executed Order Form(s), constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, oral or written, relating to such subject matter.
Company reserves the right to modify this Agreement at any time by posting a revised version at [Revised Agreement URL — TBD] and providing Customer with notice via email, in-platform notification, or other reasonable means. Modifications that materially and adversely affect Customer’s rights will take effect no sooner than thirty (30) days after notice; all other modifications take effect upon posting. Customer’s continued use of the Services after the effective date of any modification constitutes acceptance of the modified Agreement. If Customer does not agree with a modification, Customer’s sole remedy is to terminate this Agreement in accordance with Section 10.2 prior to the modification’s effective date.
Company may include Customer’s name and standard logo within lists of customers utilizing Company’s services, including on Company’s public-facing website and in Company’s marketing and promotional materials. Customer also agrees that Company may, subject to Customer's prior written consent in each instance, publish case studies and similar materials with statements attributed to a named representative of Customer. Other than the foregoing limited right, neither party may use the other party’s name, brand, or logo in any press release or other marketing materials without the other party’s prior written consent.
No change, consent, or waiver under this Agreement will be effective unless in writing. The failure of either party to enforce its rights under this Agreement at any time or for any period will not be construed as a waiver of such rights.
If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of law rules. Exclusive jurisdiction and venue for actions related to this Agreement will be the state and federal courts located in Santa Clara County, California, and both parties consent to the jurisdiction of such courts with respect to any such actions.
Except as specifically provided otherwise herein, each right and remedy in this Agreement is in addition to any other right or remedy at law or in equity. Each party agrees that, in the event of any breach or threatened breach of Sections 2 (Ownership) or 4 (Confidentiality), the non-breaching party will suffer irreparable damage for which it will have no adequate remedy at law. Accordingly, the non-breaching party shall be entitled to seek injunctive and other equitable remedies to prevent or restrain such breach or threatened breach, without the necessity of posting any bond. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover its reasonable costs and attorneys' fees from the other party.
All notices under this Agreement will be in writing and delivered to the parties at their respective addresses on file or as updated by written notice. Notices will be deemed received: when delivered personally; when receipt is electronically confirmed, if transmitted by email; the day after being sent, if sent for next-day delivery by a recognized overnight delivery service; or upon receipt, if sent by certified or registered mail, return receipt requested. Notices to Company should be sent to support@dyssonance.ai with a copy to Dyssonance AI, Inc., 4940 El Camino Real, Los Altos, CA 94022.
In the event that either party is prevented from performing, or is unable to perform, any of its obligations under this Agreement (except payment obligations) due to any cause beyond its reasonable control, including acts of God, natural disasters, government actions, internet or telecommunications failures, or cyberattacks not within such party’s reasonable control, the affected party’s performance shall be excused for the period of such inability, provided that the affected party gives prompt written notice and uses commercially reasonable efforts to resume performance as soon as practicable.
This Agreement and the rights and obligations hereunder may not be assigned, in whole or in part, by Customer without Company’s prior written consent; provided, however, that Customer may assign this Agreement to any of its affiliates or to a successor-in-interest pursuant to a sale of all or substantially all of its assets or as part of a corporate merger, acquisition, or restructuring upon prior written notice to Company. Company may transfer, assign, or delegate this Agreement and its rights and obligations without consent. Any purported assignment in violation of the foregoing is null and void. This Agreement shall be binding upon and inure to the benefit of each party’s permitted successors and assigns. Company may utilize subcontractors and third-party service providers in the performance of its obligations under this Agreement without Customer’s prior written consent.
The parties are independent contractors under this Agreement. Nothing herein constitutes either party as the employer, employee, agent, or representative of the other party, or both parties as joint venturers or partners for any purpose.
Customer represents and warrants that it is not located in, ordinarily resident in, or organized under the laws of any country or territory subject to a comprehensive U.S. trade embargo, and is not identified on any applicable U.S. government restricted party list. Customer shall not use, export, or re-export the Services in violation of any applicable U.S. or foreign export control laws and regulations.
This Agreement is entered into solely between, and may be enforced only by, Customer and Company, and creates no third-party beneficiary rights.