Terms of Service

2.1 Core Services

SYRV AI provides AI rapid prototyping services through our proprietary SYRV Velocity Framework, including:

• AI Rapid Prototyping: Development of functioning AI prototypes within 10 business days
• AI Strategy & Roadmap Development: Strategic planning and implementation guidance
• AI Transformation & Go-to-Market Planning: Comprehensive transformation strategies
• Fractional CAIO Services: Chief AI Officer as a Service
• AI Executive Enablement: Leadership training and capability development

2.2 Service Standards

• 10-Day Delivery Promise: Functioning prototypes delivered within 10 business days from project initiation
• Enterprise-Grade Security: All prototypes built with production-ready security standards
• Industry Compliance: HIPAA, FedRAMP, and other regulatory compliance as required
• Scalable Architecture: Prototypes designed for production deployment and scaling
• Documentation: Comprehensive technical and user documentation

2.3 Service Limitations

• Services are limited to AI prototyping and do not include full production deployment
• 10-day delivery timeline applies to predefined scope as agreed in the Statement of Work
• Certain complex requirements may require extended timelines as mutually agreed
• Services are subject to technical feasibility and resource availability

3.1 Acceptable Use

You agree to use our services only for lawful purposes and in accordance with these Terms. You shall not:

• Use our services for any illegal, unethical, or unauthorized purpose
• Attempt to gain unauthorized access to our systems or other users' data
• Interfere with or disrupt our services or servers
• Upload or transmit malicious code, viruses, or harmful content
• Reverse engineer, decompile, or attempt to extract source code from our proprietary systems
• Use our services to develop competing AI rapid prototyping services

3.2 Data Responsibilities

• Data Accuracy: Provide accurate, complete, and up-to-date information
• Data Rights: Ensure you have rights to use all data provided to us
• Data Classification: Properly classify and mark sensitive or regulated data
• Data Security: Follow agreed security protocols for data transmission and access
• Compliance: Ensure all provided data complies with applicable laws and regulations

3.3 Cooperation Requirements

• Provide timely responses to requests for information and feedback
• Designate appropriate stakeholders for project communication
• Participate in required meetings and reviews as scheduled
• Review and approve deliverables within agreed timeframes
• Provide necessary access to systems and resources as required

4.1 Client-Owned Intellectual Property

• Prototype Ownership: You retain all rights to the AI prototypes developed specifically for you
• Data Ownership: You retain all rights to your data and information provided to us
• Custom Code: Custom code developed specifically for your project belongs to you
• Business Logic: All business rules and logic specific to your use case remain your property

4.2 SYRV AI-Owned Intellectual Property

• SYRV Velocity Framework: Our proprietary rapid prototyping methodology
• Development Tools: Proprietary tools, templates, and accelerators
• General Methodologies: Non-client-specific processes and approaches
• Pre-existing IP: All intellectual property owned by us prior to engagement

4.3 Shared Rights

• Open Source Components: Third-party open source software remains under original licenses
• Industry Standards: Implementation of industry-standard protocols and interfaces
• Best Practices: General AI development and implementation best practices

4.4 License Grants

You grant us a limited, non-exclusive license to use your data and information solely for the purpose of delivering the agreed services. We grant you a perpetual, non-exclusive license to use any SYRV AI tools or components embedded in your prototype.

6.1 Fees and Pricing

• Fees are as specified in the executed Statement of Work or service agreement
• All fees are quoted in US Dollars unless otherwise specified
• Pricing may vary based on project complexity, industry requirements, and compliance needs
• Additional services beyond the agreed scope may incur additional charges

6.2 Payment Schedule

• Standard Projects: 50% upon project initiation, 50% upon delivery
• Enterprise Projects: Payment terms as specified in executed agreement
• Government Contracts: Payment terms as required by applicable regulations
• Ongoing Services: Monthly invoicing for recurring services

6.3 Payment Terms

• Payment due within 30 days of invoice date unless otherwise agreed
• Late payments may incur interest charges of 1.5% per month
• Disputed amounts must be reported within 10 days of invoice receipt
• Non-payment may result in service suspension or termination

6.4 Refund Policy

Refunds are provided only in cases where we fail to deliver agreed services within the specified timeframe and such failure is not due to client delays or changes in scope. Refund requests must be submitted within 30 days of the delivery deadline.

8.1 Liability Limitations

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SYRV AI'S TOTAL LIABILITY ARISING FROM OR RELATED TO THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO SYRV AI IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

8.2 Excluded Damages

IN NO EVENT SHALL SYRV AI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

• Loss of profits, revenue, or business opportunities
• Loss of data or information
• Business interruption or downtime
• Cost of substitute services or technology
• Damage to reputation or goodwill

8.3 Exceptions

These limitations do not apply to:

• Death or personal injury caused by our negligence
• Fraud or fraudulent misrepresentation
• Willful misconduct or gross negligence
• Violations of applicable law that cannot be limited
• Indemnification obligations under these Terms

9.1 Service Warranties

WE WARRANT THAT OUR SERVICES WILL BE PERFORMED IN A PROFESSIONAL AND WORKMANLIKE MANNER IN ACCORDANCE WITH INDUSTRY STANDARDS. THIS IS YOUR SOLE AND EXCLUSIVE WARRANTY.

9.2 Disclaimer of Other Warranties

EXCEPT AS EXPRESSLY SET FORTH HEREIN, ALL SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. WE SPECIFICALLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING:

• WARRANTIES OF MERCHANTABILITY
• WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE
• WARRANTIES OF NON-INFRINGEMENT
• WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE
• WARRANTIES THAT SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE

9.3 Third-Party Services

We disclaim all warranties for third-party services, software, or platforms that may be integrated into or used in connection with our services. Your use of such third-party services is subject to their respective terms and conditions.

11.1 Termination by Either Party

• For Convenience: Either party may terminate with 30 days' written notice
• For Cause: Either party may terminate immediately for material breach
• For Insolvency: Either party may terminate if the other becomes insolvent

11.2 Immediate Termination

We may immediately terminate or suspend services if you:

• Violate these Terms or applicable law
• Fail to pay fees when due
• Engage in conduct that harms our reputation or business
• Breach confidentiality or security obligations

11.3 Effect of Termination

• All obligations cease except those that survive termination
• You remain liable for all fees incurred prior to termination
• We will return or destroy your data as requested
• Licenses granted to you for delivered work continue
• Confidentiality obligations remain in effect

14.1 Informal Resolution

Before initiating formal proceedings, the parties agree to attempt to resolve disputes through good faith negotiations for a period of at least 30 days.

14.2 Mediation

If informal resolution fails, disputes shall be submitted to mediation before a mutually agreed mediator. The cost of mediation shall be shared equally between the parties.

14.3 Arbitration

If mediation fails, disputes shall be resolved through binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted in Cincinnati, Ohio, unless otherwise agreed.

14.4 Exceptions

Either party may seek injunctive relief in court for breaches of confidentiality, intellectual property rights, or other matters requiring immediate relief.