Terms of Service

Acceptance of Terms

These Terms of Service ("Terms") dictate the rules, rights, and legal obligations surrounding your use of the website, APIs, software engines, cloud infrastructure, pre-configured workflows, modules, and software applications (collectively, the "Platform") provided by Deciphai Cognitive Solutions, LLC ("Deciphai," "we," "us," or "our").

Dual-Scope Coverage

These Terms universally govern all offerings delivered via the Platform, which categorically includes:

• The Custom Development Environment (PaaS): The DeciCore engine, developer tools, API endpoints, telemetry tracking, and code orchestration tools used to architect bespoke business operating systems.
• Ready-to-Use Applications (SaaS): All pre-configured, turnkey, or standalone software packages, customer relationship management (CRM) setups, inventory management tools, and financial reporting solutions provided directly by Deciphai.

By registering an account, integrating our APIs, purchasing a ready-to-use software license, or utilizing any component of the Platform, you acknowledge that: (1) you have read and comprehended these Terms; (2) you are at least 18 years of age and hold the legal capacity to form a binding contract; (3) all registration and billing data you provide is accurate; and (4) if you are registering on behalf of a corporation or legal entity, you possess the explicit authority to bind that entity to this Agreement.

These Terms, read in conjunction with our Privacy Policy and Data Processing Agreement (DPA), form the complete legal framework governing our relationship. If you do not agree with any provision herein, you must immediately cease all use of the Platform. We reserve the right to amend these Terms at any time, provided we supply active subscribers with at least fifteen (15) days' advance notice via email or in-platform notification. Continued use of the Platform following published modifications constitutes your explicit acceptance of the updated Terms.

1. Platform Access, License Types, and Usage Rights

1.1. Account Ownership and Authorization

The Platform is engineered for commercial, corporate, and professional development purposes. The legal owner of the account is the business entity or individual whose billing details are on file. In the event of an internal corporate ownership dispute (e.g., between co-founders or agencies and clients), Deciphai reserves the right to determine account control based on historical payment data, verifiable government corporate filings, or court orders. We are not a mediator, and our decisions regarding account access during disputes are final. You agree to indemnify Deciphai against any claims arising from our resolution of such disputes.

If you register or authenticate into the Platform using an email address belonging to your employer, corporate entity, or another organization, we will treat your account as a managed workspace under the control of that organization. You acknowledge that managed workspace administrators appointed by your organization hold the absolute right to access, review, modify, suspend, or permanently terminate your account control, including full access to any associated data or custom systems, without any liability on the part of Deciphai.

1.2. Scope of Licenses Granted

• PaaS Development License: Subject to compliance with these Terms, you are granted a non-exclusive, revocable, non-transferable license to use the DeciCore engine and related infrastructure to build, configure, host, and manage software systems for your business operations.
• SaaS Application License: For ready-to-use software modules purchased through Deciphai, you are granted a non-exclusive, revocable, non-transferable, seat-limited subscription license to execute the pre-built application functionalities. You acquire no underlying rights to modify, unpack, or resell individual source modules unless explicitly authorized in writing or under a dedicated reseller contract.

1.3. Prohibited Exploitation

You expressly agree that you will not:

• Utilize the Platform if you are a direct competitor aiming to evaluate, benchmark, or reverse-engineer our infrastructure.
• Decompile, disassemble, or extract the underlying algorithms, source code, or proprietary AI training pathways of the Platform.
• Deploy the Platform or any pre-built software for any unlawful purpose or engage in the actions outlined in the Acceptable Use Policy (Exhibit A).
• Bypass or manipulate billing mechanisms, seat allocations, API rate limits, or multi-tenant security barriers.
• Utilize the Platform, its system prompts, engineering patterns, or resulting AI Output to train, refine, test, score, develop, or improve any artificial intelligence models, machine learning architectures, or competitive software generation engines that compete directly or indirectly with Deciphai.
• Execute automated scraping tools, crawlers, or extraction bots to query the Platform, or attempt to reconstruct, extract, or determine model weights, underlying training logic, system architecture, or proprietary system prompts utilized by Deciphai.

1.4. Regulatory Limitations and Compliance Burden

The Platform is a general-purpose environment and is not pre-configured, audited, or certified to comply with industry-specific privacy regulations, including but not limited to the Health Insurance Portability and Accountability Act (HIPAA), the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), or the Payment Card Industry Data Security Standard (PCI-DSS).

You are strictly prohibited from using the Platform to process, store, or transmit Protected Health Information (PHI), highly sensitive personal data, or financial credit card data unless you have a fully executed, specialized Enterprise Addendum with Deciphai. You bear sole legal liability for ensuring your custom environments comply with all regional, state, and global laws. Deciphai explicitly disclaims all liability, regulatory fines, or legal actions resulting from your deployment of non-compliant systems or your unauthorized routing of regulated data through the Platform.

1.5. Privacy and Data Subject Rights

As you are the Data Controller of your end-users' information, you are exclusively responsible for maintaining your own consumer-facing privacy policies and securing necessary legal consents before routing data into the Deciphai environment. You must autonomously manage and fulfill all Data Subject Access Requests (DSARs), such as data deletion or portability requests. If Deciphai receives a DSAR from your end-user, we will redirect it to you. You agree to indemnify us from any regulatory fines resulting from your mishandling of consumer data.

1.6. Security and Breach Notification

You are responsible for safeguarding your API keys, administrator login credentials, and multi-factor authentication (MFA) tokens. Deciphai is not liable for data loss or unauthorized access resulting from compromised developer or customer credentials. If you experience a security breach affecting data hosted on our Platform or related to your purchased SaaS instances, you bear the sole responsibility for executing legally mandated breach notifications to affected individuals and regulatory bodies.

1.7. Publicity

You represent and warrant that you have the authority to grant the rights described in this section and that our use of your company name, logo, trademarks, or other brand identifiers ("Brand Assets") as permitted here will not infringe upon or violate the rights of any third party.

If you are a business or other legal entity, you grant us a non-exclusive, worldwide, royalty-free license to use your Brand Assets solely to identify you as a customer. This permission includes use on our website, customer lists, case studies, investor or sales presentations, marketing collateral, and other promotional materials.

You may revoke this permission at any time by providing written notice. After receiving your request, we will stop including your Brand Assets in newly created promotional materials within a commercially reasonable period. We are not required to remove, recall, or modify materials that were produced, published, or distributed before your notice was received.

1.8. Subdomain, Namespace, and Username Management

If the Platform enables you to deploy Tenant-Built Systems or access user environments on subdomains or routing structures owned or controlled by Deciphai (e.g., [your-name].deciphai.app), you acknowledge and agree that Deciphai retains all proprietary rights to its root domains. Deciphai reserves the absolute right, in its sole discretion, to immediately reclaim, reassign, suspend, or terminate any subdomain or username at any time and for any reason, including but not limited to: (a) preventing trademark infringement, consumer confusion, or brand impersonation; (b) addressing violations of our Acceptable Use Policy; or (c) recycling inactive or underutilized single-word namespaces. The reclamation of a subdomain or username does not entitle you to any financial credit, refund, or compensation, and you agree not to rely on the permanent availability of any Deciphai-hosted routing path.

2. Communications, APIs, and Third-Party Integrations

2.1. Telecommunications Compliance (TCPA & CAN-SPAM)

Deciphai provides routing infrastructure for SMS, Voice, and Email communications within our software suites. We are merely the technology conduit; you are legally defined as the "sender," "telemarketer," or "advertiser." You represent and warrant that you will strictly comply with the Telephone Consumer Protection Act (TCPA), the Telemarketing Sales Rule (TSR), CAN-SPAM, 10DLC registration rules, and international equivalents (such as CASL or GDPR). You must obtain verifiable, explicit consent before initiating any automated communications. Deciphai assumes zero liability for your marketing content or failure to maintain internal "Do Not Call" registries.

2.2. Third-Party Services and Marketplaces

The Platform may allow you to integrate external software tools (e.g., external payment gateways, CRMs, legacy databases). These integrations are activated at your own risk. Deciphai does not warrant the uptime, security, or functionality of third-party vendors. If you authorize an integration, you are bound by that third party’s specific terms and data practices.

2.3. Fair Use, Updates, and Infrastructure Throttling

While certain tiers are marketed for high-capacity use, all utilization is subject to acceptable baseline infrastructure health. If your API calls, database queries, background tasks, or storage consumption disproportionately degrade the performance of the Platform for other tenants, we reserve the right to throttle your bandwidth, pause your instances, or mandate a migration to a dedicated enterprise environment. Deciphai reserves the right to push automatic updates, security patches, and hotfixes to both the PaaS infrastructure and ready-to-use SaaS applications at our discretion, without liability for minor downtime incurred during scheduled updates. Trial abuse (e.g., sequential account creation to avoid billing) will result in an immediate and permanent network ban.

Usage Data and Telemetry Ownership. Deciphai dynamically aggregates anonymous telemetry, operational logs, system execution metrics, and performance inputs generated through your custom environment and your end-users’ transactions (collectively, "Usage Data"). Deciphai owns all rights, title, and interest in such Usage Data for infrastructure scaling, AI optimization, and platform diagnostics. You represent and warrant that your consumer-facing privacy frameworks explicitly inform your Third-Party Subscribers that their interaction metadata is scrubbed and processed by third-party infrastructure and cloud service utilities in compliance with applicable data privacy statutes.

3. Financial Terms, Billing, and Taxation

3.1. Subscription Fees, Auto-Renewal, and Past-Due Grace Periods

Access to our development platform and pre-built software suites is contingent upon the timely settlement of all fees. By providing a payment method, you authorize Deciphai to automatically charge your account on a recurring monthly or annual basis based on your selected tier or seat allocation. We reserve the right to modify pricing or material subscription terms at any time, provided we supply active subscribers with at least fifteen (15) days' advance notice via email or in-platform notification.

If a payment fails, our payment processor will make subsequent automated attempts to collect the balance due. Accounts that remain past due for more than seven (7) days may have platform access restricted to read-only mode. If an account remains past due for more than thirty (30) days, Deciphai reserves the right to formally terminate the account for material breach pursuant to Section 8.3, after which all hosted data, tenant structures, and configurations will be permanently purged following the standard ninety (90) day retention window.

3.2. Subscription Changes, Upgrades, and Downgrades

Subscription Tier Changes. Subject to the features and functionality made available by Deciphai, users may request to upgrade or downgrade their subscription plan in accordance with the options offered through the platform.

Upgrades. A subscription upgrade may take effect immediately upon confirmation or processing of the upgrade request. Where applicable, the user authorizes Deciphai or its designated payment processor to charge the user a prorated amount reflecting the applicable price difference between the existing subscription tier and the upgraded tier for the remainder of the then-current billing period. The upgraded subscription price shall apply to subsequent billing periods unless the subscription is subsequently changed or terminated in accordance with these Terms.

Downgrades. A subscription downgrade shall take effect at the beginning of the next billing period following the end of the then-current paid subscription period, unless otherwise expressly specified by Deciphai. Until the downgrade becomes effective, the existing subscription tier and its applicable charges shall remain in effect. No refund, reimbursement, or credit shall be issued for any prepaid subscription fees, unused subscription time, or price difference resulting from the requested downgrade, except where required by applicable law. The fees applicable to the downgraded tier shall apply beginning with the next billing period.

Billing Authorization. By requesting a subscription change, the user authorizes Deciphai and its designated payment processor to collect all applicable fees in accordance with the foregoing provisions and the prices disclosed to the user at the time of the applicable transaction.

No Waiver of Mandatory Rights. Nothing in this section shall exclude or limit any refund, cancellation, or other right that cannot lawfully be excluded or limited under applicable law.

3.3. Usage Limits and Subscription Tier Changes

Each subscription tier is subject to the computing, processing, and artificial intelligence (“AI”) usage limits applicable to that tier, as specified by Deciphai. Such limits are subject to the applicable billing period and shall not accumulate, stack, roll over, or otherwise carry forward between subscription tiers. Any unused computing capacity, processing allowance, or AI usage allowance associated with a prior subscription tier shall not be added to the allowances available under a new subscription tier. A change in subscription tier, whether an upgrade or downgrade and whether effective immediately or at the beginning of a subsequent billing period, shall not reset, zero out, or otherwise replenish usage counters for the then-current billing period. Usage incurred before the effective date of a tier change shall continue to count toward the applicable usage limits for that billing period, subject to any tier-specific limits and usage rules established by Deciphai. Upon commencement of a new billing period, usage counters shall reset in accordance with the limits applicable to the subscription tier in effect for that period. Deciphai reserves the right to enforce applicable usage limits, including by restricting or suspending access to computing or AI functionality when the relevant limits have been reached, in accordance with these Terms and any applicable usage policies.

3.4. Usage Charges

You explicitly acknowledge and agree that Deciphai’s internal telemetry tracking, system logs, usage metering databases, and third-party payment processor records are the sole authoritative source for calculating consumption. Absent a demonstrably obvious and manifest mathematical error, Deciphai’s calculations regarding your wallet balances, usage fees, and resource consumption are final and legally binding.

3.5. AI-Generated Output

Our Services may incorporate artificial intelligence technologies that generate code, text, images, configurations, recommendations, analyses, or other materials (collectively, "AI Output"), whether produced through our integrated AI capabilities, third-party AI providers accessible through the Platform, or AI models and APIs that you connect to your account.

AI Output is generated algorithmically and may be inaccurate, incomplete, outdated, misleading, or otherwise unsuitable for your intended purpose. You are solely responsible for reviewing, testing, validating, and determining the appropriateness of any AI Output before relying on or deploying it.

You agree not to use AI Output as the sole basis for decisions involving legal, medical, financial, safety-critical, or other high-risk matters without appropriate human review and independent verification.

Because AI systems may generate similar responses for similar prompts, we do not represent or warrant that any AI Output will be original, exclusive, free from third-party intellectual property claims, accurate, complete, fit for a particular purpose, or capable of producing any specific result, including building, repairing, completing, optimizing, or improving an application or other project.

Each AI request consumes Wallet credits based on the processing effort and resources required to fulfill the request, regardless of the quality, usefulness, completeness, or accuracy of the resulting AI Output. Credits used for AI processing are not refunded, restored, or reissued solely because the AI Output contains errors, requires revision, or must be generated again, except where applicable law requires otherwise.

3.6. Zero Refund Policy

All fees paid to Deciphai are strictly non-refundable. This includes subscription payments, prepaid wallet reloads, custom implementation fees, and unused API or compute credits. Deciphai does not issue prorated refunds for mid-cycle cancellations or for accounts terminated due to a violation of these Terms.

3.7. Taxation

Listed prices exclude applicable taxes. You are entirely responsible for determining, collecting, and remitting sales tax, VAT, GST, or similar assessments related to the software you construct or deploy to your end-users. Deciphai reserves the right to append applicable taxes to your invoices as dictated by international, federal, or state tax laws based on your billing address.

3.8. Merchant of Record and Transaction Independence

The Platform provides exclusive, direct compatibility with Stripe for payment processing monetization. When monetizing systems or selling software-as-a-service subscriptions to Third-Party Subscribers through the Platform, you act entirely as an independent software enterprise. You must deploy, connect, and configure your own dedicated, independent Stripe merchant account (including your own restricted API keys, Stripe Connect accounts, or processing credentials).

Deciphai provides only the technical software integration layer; Deciphai does not operate as a Merchant of Record, payment aggregator, financial clearinghouse, or middleman for your transactions. Under no circumstances will Deciphai handle consumer-facing payment disputes, chargeback mitigation, fraud investigations, or financial compliance requirements resulting from your commercial B2B monetization activities. You are solely responsible for all financial risk, network fees, and disputes arising within your connected Stripe account.

4. Resale, White-Labeling, and Ecosystem Parity

4.1. Reseller Liability

If your subscription tier explicitly permits white-labeling or reselling Deciphai infrastructure or turnkey SaaS modules, you act as the primary point of contact and sole support provider for your end-users. You may not direct your clients to Deciphai for technical support, account billing issues, or administrative mediation.

4.2. Minimum Advertised Price (MAP) & Lifetime Deals

To protect the market ecosystem, you may not digitally advertise standard access to Deciphai's core infrastructural tools or white-labeled SaaS applications at a price lower than Deciphai's direct retail pricing. Furthermore, you are strictly prohibited from selling "lifetime access" or "one-time payment" licenses to core recurring features unless explicitly authorized in an executed, written agreement by our executive team.

4.3. Tenant Support Carve-Out and Third-Party Subscribers

Deciphai provides technical platform infrastructure support exclusively to you (the Tenant). Deciphai does not have a contractual, operational, or customer service relationship with your end-users, subscribers, customers, or sub-tenants (collectively, "Third-Party Subscribers"). You acknowledge and agree that you are solely and exclusively responsible for providing all customer service, technical troubleshooting, system support, maintenance, billing inquiries, and Service Level Agreements (SLAs) to your Third-Party Subscribers. Under no circumstances will Deciphai provide, or be requested to provide, direct or indirect technical support, customer service, or communication to Third-Party Subscribers.

4.4. Triage Obligations, Fault Attribution, and Disparagement Controls

In the event that a Third-Party Subscriber experiences an interruption, bug, or operational failure within a system or application you have constructed or deployed, you must conduct a thorough internal technical triage to determine the root cause of the issue before contacting Deciphai technical support. You are strictly prohibited from attributing systemic issues, user-facing errors, or architectural down-time to Deciphai's underlying platform infrastructure unless such failure has been conclusively verified by Deciphai’s technical infrastructure team in writing.

You shall not make false, misleading, unverified, or disparaging statements regarding Deciphai to Third-Party Subscribers or the public. Without limiting the foregoing, you shall not state, imply, or publish statements indicating that a local system failure, workflow bug, data disruption, or configuration error is "a Deciphai bug," "a Deciphai outage," or otherwise the fault of Deciphai, unless Deciphai has explicitly confirmed a platform-wide outage or infrastructure defect. Any violation of this section constitutes a material breach of these Terms, resulting in the immediate suspension or permanent termination of your account without liability or refund.

5. Intellectual Property Rights

5.1. Deciphai's Proprietary Rights

The Platform, including its architecture, the DeciCore processing engine, UI/UX, pre-built application templates, documentation, ready-to-use software lines, and underlying source code, is the exclusive intellectual property of Deciphai Cognitive Solutions, LLC, protected by copyright, trademark, and pending patent filings. You are granted no ownership rights.

Parallel Development Rights. You acknowledge and agree that Deciphai is a dynamic development platform that continuously researches, builds, and launches software modules, ready-to-use workflows, features, and core architecture that may complement, overlap with, or compete directly with applications or custom business systems that you independently choose to architect on the Platform. Nothing in these Terms shall restrict or prevent Deciphai from independently creating, marketing, maintaining, or scaling any tools, feature sets, or commercial applications that are visually or functionally similar to systems built by Tenant, provided that such developments do not copy your unique, unaggregated Customer Data.

5.2. Your Data and Feedback

You retain full ownership of the unique proprietary data, customized operational schemas, and original digital assets you build on or upload to the Platform. However, if you submit bug reports, feature requests, or general product feedback, you grant Deciphai a perpetual, royalty-free, irrevocable, worldwide license to implement those ideas into the Platform without financial compensation or restriction.

5.3. DMCA Copyright Protection

Deciphai complies with the Digital Millennium Copyright Act. If you believe a tenant on our Platform is hosting infringing content, please submit a formal DMCA Takedown Notice to our legal department at corporate@deciphai.com, including a physical or electronic signature, description of the infringed work, specific URLs, and a statement of good faith.

6. Disclaimers and Limitations of Liability

6.1. "AS IS" Disclaimer

THE PLATFORM, INCLUDING ALL DEVELOPER ENGINES, AI CAPABILITIES, TOOLS, TEMPLATES, INTEGRATIONS, AND READY-TO-USE SOFTWARE APPLICATIONS, IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DECIPHAI DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, AND NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE PLATFORM WILL OPERATE WITHOUT INTERRUPTION, THAT IT WILL BE ERROR-FREE, SECURE, OR FREE FROM DEFECTS, THAT PRE-CONFIGURED WORKFLOWS OR AUTOMATIONS WILL ALWAYS FUNCTION AS EXPECTED, THAT API REQUESTS OR THIRD-PARTY SERVICES WILL ALWAYS BE AVAILABLE OR RESPOND WITHOUT DELAY, OR THAT USE OF THE PLATFORM WILL ACHIEVE ANY PARTICULAR BUSINESS, FINANCIAL, OR OPERATIONAL RESULT.

TENANT-BUILT SYSTEMS AND CONFIGURATIONS DISCLAIMER: DECIPHAI ACTS SOLELY AS AN INFRASTRUCTURE PROVIDER. YOU ACKNOWLEDGE AND AGREE THAT YOU BEAR SOLE RESPONSIBILITY FOR YOUR OWN TECHNICAL EXPERTISE, DATA STRUCTURES, PERMISSIONS, SYSTEMS, WORKFLOWS, AND THE DESIGN, OPERATION, AND VIABILITY OF ANY APPLICATIONS BUILT OR MONETIZED BY YOU ON THE PLATFORM (COLLECTIVELY, "TENANT-BUILT SYSTEMS"). DECIPHAI EXPLICITLY DISCLAIMS ALL RESPONSIBILITY AND LIABILITY FOR, AND YOU ASSUME ALL RISK REGARDING:

• ANY PROGRAMMING BUGS, LOGICAL FLAWS, ARCHITECTURAL DEFECTS, RUNTIME ERRORS, OR SYSTEM CRASHES WITHIN OR CAUSED BY TENANT-BUILT SYSTEMS;
• ANY CONFIGURATION ERRORS, IMPROPER DATA MODELING, BAD CODE, FLAGGED WORKFLOWS, OR PERMISSION MISMANAGEMENT EXECUTED BY YOU OR YOUR AGENTS; AND
• ANY SECURITY VULNERABILITIES, UNAUTHORIZED ACCESS, OR DATA BREACHES TO THE EXTENT PROXIMATELY CAUSED BY INSECURE ARCHITECTURAL CHOICES, FAULTY SECURITY CONFIGURATIONS, OR POOR IMPLEMENTATION OF ACCESS CONTROLS WITHIN YOUR TENANT ENVIRONMENT.
• DEPENDENCY ON THIRD-PARTY INFRASTRUCTURE PROVIDERS: THE PLATFORM AND ITS COMPUTE INSTANCES RELY HEAVILY ON EXTERNAL, THIRD-PARTY INFRASTRUCTURE PROVIDERS (INCLUDING CLOUD HOSTING, DATABASE INTEGRATORS, PAYMENT PLATFORMS, NETWORK CONDUITS, AND TELECOM BACKBONES). BECAUSE DECIPHAI DOES NOT EXERCISE DIRECT CONTROL OVER THESE THIRD-PARTY VENDORS, DECIPHAI EXPLICITLY DISCLAIMS ALL LIABILITY FOR, AND SHALL NOT BE HELD RESPONSIBLE FOR, ANY DOWNTIME, PERFORMANCE DEGRADATION, SYSTEM LATENCY, DATA CORRUPTION, OR SECURITY INCIDENTS PROXIMATELY CAUSED BY CRITICAL FAILURES ENCOUNTERED BY THOSE EXTERNAL INFRASTRUCTURE PROVIDERS.

From time to time, we may offer features, functionality, or services designated as beta, preview, early access, experimental, or by similar terminology ("Beta Features"). Beta Features are made available for evaluation purposes only and may be incomplete, contain defects, or operate differently from production services. We may modify, restrict, suspend, or permanently discontinue any Beta Feature at any time, with or without notice, and without liability.

Beta Features are provided solely on an "AS IS" and "AS AVAILABLE" basis. They are excluded from any uptime commitments, service level agreements, support obligations, warranties, indemnification obligations, or other commitments that may otherwise apply to the Platform. Certain Beta Features may also be governed by additional terms, policies, or program requirements, which are incorporated into these Terms by reference. Your use of any Beta Feature is entirely voluntary and at your own risk.

6.2. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, DECIPHAI SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS, LOST DATA, REVENUE DECAY, LOST REVENUE FROM THIRD-PARTY SUBSCRIBERS, OR OUTAGES TO TENANT-BUILT SYSTEMS) ARISING FROM YOUR USE OF THE PLATFORM, PRE-CONFIGURED APPLICATIONS, OR YOUR INFRASTRUCTURE CONFIGURATIONS.

IN ALL SCENARIOS AND UNDER ANY LEGAL THEORY (WHETHER IN CONTRACT, TORT, PRODUCT LIABILITY, OR OTHERWISE), DECIPHAI’S TOTAL AGGREGATE LIABILITY TO YOU FOR ANY CLAIM SHALL NOT EXCEED THE TOTAL FEES YOU PAID TO DECIPHAI IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

6.3. Indemnification

You agree to defend, indemnify, and hold Deciphai (and its officers, managers, engineers, and affiliates) harmless against any claims, lawsuits, fines, or damages arising from: (a) your breach of these Terms; (b) your violation of any regional or global laws (including privacy and telecom regulations); (c) the configuration choices or deployment actions of your end-users; or (d) claims that your custom configurations or assets infringe upon a third party's intellectual property.

7. Dispute Resolution and Governing Law

7.1. Governing Law

This Agreement shall be governed by, construed, and interpreted under the laws of the State of Florida, USA, explicitly excluding its conflict of law principles.

7.2. Binding Arbitration

Any dispute, controversy, or claim arising from these Terms, the use of our developer tools, or the deployment of our ready-to-use applications shall be resolved exclusively through final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration proceedings shall take place exclusively in Fort Lauderdale, Florida, USA, and shall be conducted in the English language by a single neutral arbitrator. The arbitrator's ruling shall be binding and may be entered as a judgment in any court of competent jurisdiction.

7.3. Class Action Waiver

ALL CLAIMS MUST BE BROUGHT ON AN INDIVIDUAL BASIS. YOU EXPLICITLY WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION LAWSUIT, CONSOLIDATED ARBITRATION, OR REPRESENTATIVE PROCEEDING AGAINST DECIPHAI COGNITIVE SOLUTIONS, LLC.

7.4. Time Limitation on Claims

ANY LEGAL CLAIM, ARBITRATION FILING, OR ACTION RELATED TO THE PLATFORM MUST BE INITIATED WITHIN ONE (1) YEAR OF THE INCIDENT OCCURRING. IF NOT FILED WITHIN THIS ONE-YEAR WINDOW, THE CLAIM IS PERMANENTLY BARRED.

8. General Provisions

8.1. Export Controls

You agree to comply with all U.S. Export Administration Regulations (EAR) and the Office of Foreign Assets Control (OFAC). You warrant that you are not located in a comprehensively embargoed jurisdiction and will not route Platform access to sanctioned individuals, entities, or regimes.

8.2. Force Majeure

Deciphai is excused from performance delays, data processing holdups, or infrastructure outages caused by events beyond our reasonable control, including acts of God, cyber-warfare, infrastructure-level DDoS attacks, telecom backbone failures, utility grid failure, pandemics, or sudden government regulatory mandates.

8.3. Termination and Data Purge Protocols

Deciphai reserves the right to suspend or terminate your environment, API access, or application license seat allocation at any time, without prior notice, if we suspect fraud, structural compliance violations, or a material breach of these Terms. Upon termination, your right to utilize the Platform ceases immediately. We reserve the right to permanently purge your hosted data, tenant structures, and configurations ninety (90) days post-termination.

8.4. Official Contact Information

For formal legal inquiries, dispute resolutions, or compliance notices, please contact our corporate office:

8.5. Right to Audit and Investigate

Deciphai reserves the right, in its sole discretion and without notice, to access, monitor, audit, and review your hosted applications, system configurations, and Customer Data for the limited purposes of: (a) investigating suspected violations of these Terms or the Acceptable Use Policy; (b) protecting the security and integrity of the Platform or other tenants; (c) complying with legal, law enforcement, or regulatory requests. You agree to provide reasonable assistance and documentation upon request if Deciphai reasonably believes your environment is being utilized in a manner that creates technical or legal risk to the Platform.

8.6. Cooperation in Security Incidents

In the event of a security breach, unauthorized access, or malicious activity originating from or affecting your Tenant-Built Systems, you agree to: (a) notify Deciphai immediately upon discovery; (b) provide full and prompt cooperation in any forensic investigation conducted by Deciphai; and (c) grant Deciphai access to relevant system logs, data schemas, and API telemetry required to contain the threat and prevent further damage to the Platform ecosystem. Failure to cooperate in a security investigation constitutes a material breach of these Terms.

8.7. Global Data Transfer and Residency

You acknowledge that Deciphai operates as a global platform using distributed infrastructure providers. By using the Services, you consent to the transfer, processing, and storage of your Customer Data across international borders in accordance with our Privacy Policy and the Data Processing Agreement (DPA). You are responsible for ensuring that your internal data residency practices comply with the laws of your jurisdiction and the jurisdictions where your Third-Party Subscribers are located.

Exhibit A: Unified Acceptable Use Policy (AUP)

This Acceptable Use Policy defines the absolute boundaries of permitted behavior when using Deciphai’s PaaS, APIs, cloud environments, and turnkey SaaS applications. Deciphai reserves the right to immediately suspend or terminate your environment—without notice or refund—if we determine, in our sole discretion, that you have violated these rules.

1. Infrastructure, Application, and Network Integrity

You may not use our compute resources or networks to degrade, compromise, or bypass the security of any host or tenant. You are strictly prohibited from:

• Network Abuse: Launching Denial of Service (DoS) or Distributed Denial of Service (DDoS) attacks, unauthorized port scanning, packet spoofing, or infrastructure scraping.
• Isolation Bypass: Attempting to break tenant environment containment, reverse-engineering our database multi-tenancy rules, or trying to intercept data belonging to other Deciphai customers.
• Cryptomining: Utilizing Deciphai compute instances, cloud servers, application instances, or background workers to mine cryptocurrency under any circumstances.
• Load Testing: Conducting aggressive penetration testing, stress testing, or synthetic load simulations on Deciphai’s infrastructure or pre-built software endpoints without our prior written consent.
• Malicious Code: Deploying, hosting, distributing, or executing malware, ransomware, trojans, logic bombs, or any code designed to disrupt or hijack computing systems.

2. Communication and Messaging Abuse

Our communication routing infrastructure (Email, SMS, Voice) requires strict compliance to protect delivery reliability. You may not:

• Violate Consent Laws: Send unsolicited communications (Spam) in violation of global marketing statutes. You must maintain verifiable opt-in records for every recipient.
• Spoofing: Forge email headers, manipulate caller ID indicators, or otherwise obscure the true origin of a communication.
• Phishing: Deploy pages, input fields, or automated messages designed to deceive individuals into surrendering passwords, financial data, or sensitive tokens.

3. Prohibited Content and Commerce

You may not use Deciphai infrastructure or applications to process, store, or distribute content that involves:

• Child Exploitation: Any material depicting or promoting the sexual exploitation or abuse of minors. We immediately report such content to the National Center for Missing & Exploited Children (NCMEC) and law enforcement.
• Violence and Harassment: Material that incites violence, promotes self-harm, coordinates illegal organizations, or facilitates targeted doxxing, harassment, or bullying.
• IP Infringement: Processing pirated software, unlicensed digital media, or deploying tools designed to bypass digital rights management (DRM).
• Illegal/Regulated Goods: Selling or facilitating transactions for illegal narcotics, unregistered firearms, counterfeit goods, or highly restricted pharmaceuticals outside of approved regulatory frameworks.

4. High-Risk Human Impact Applications

Unless you hold a specialized, audited Enterprise contract with Deciphai, our environment may not be used to power operations where mechanical or software failure could lead to severe physical, economic, or legal harm. This includes operating critical utility infrastructure, weapons production, or executing automated, unreviewed life-altering decisions (e.g., automated profiling for employment, housing, credit eligibility, or state welfare).

Exhibit B: Generative AI and Agentic Reasoning Policy

If you utilize Deciphai’s AI-driven endpoints, agentic reasoning layers, machine learning models, or automated generative features within our development tools or ready-to-use software, you must strictly adhere to the following rules.

1. The Nature of AI (Output Disclaimers)

• Probabilistic Output: Generative models and agentic workflows calculate likelihoods; they do not possess empirical knowledge. AI outputs may be inaccurate, incomplete, or suffer from logical gaps and hallucinations.
• Human-in-the-Loop Requirement: You are entirely responsible for reviewing, filtering, and validating all AI-generated suggestions, text, schemas, and automation outputs before deploying them to your live business operations or production environments.
• No Unsupervised Professional Advice: You may not use Deciphai AI modules to autonomously dispense legal, medical, financial, or tax advice without rigorous human review and explicit disclaimers provided to your end-users.

2. Prohibited AI Behaviors

You are strictly prohibited from prompting, fine-tuning, or utilizing Deciphai's AI models to:

• Generate Malicious Scripts: Request scripts, exploits, or structural strategies designed to bypass security defenses or execute unauthorized cyber operations.
• Deceptive Synthetics & Deepfakes: Generate non-consensual synthetic media of real people, or mass-generate disinformation articles intended to disrupt public initiatives or democratic processes.
• Astroturfing: Automate the creation of fake product reviews, artificial social media metrics, or deceptive grassroots political campaigns.
• Filter Evasion: Execute adversarial inputs ("jailbreaks" or prompt injection attacks) designed to override the safety filters and behavioral boundaries programmed into our AI endpoints.

3. Transparency and Consumer Disclosure

• The "Bot" Disclosure Mandate: You must not deceive consumers into believing they are interacting with a human being. If you build a customer service chatbot, voice agent, or automated messaging workflow using our AI models or applications, you must clearly and conspicuously disclose to the end-user that they are interacting with an artificial intelligence system.

4. Data Inputs and Privacy Restrictions

• Protecting Highly Sensitive Data: Unless you are utilizing a dedicated, zero-retention Enterprise instance with a fully executed Business Associate Agreement (BAA), you are strictly prohibited from feeding highly sensitive personal data—such as unredacted Patient Health Information (PHI), Social Security Numbers, or raw Payment Card Industry (PCI) data—into our generative AI prompts or non-isolated models.