DRAFT — for counsel review. Not legal advice, and not yet in effect.
Version 0.1 (draft) · Effective [Effective Date] · [Neivan Legal Entity, Inc.]
These Terms of Service, together with all order forms, the Billing Terms, the Acceptable Use Policy, the Data Processing Addendum, and any other documents they reference (collectively, this "Agreement"), form a binding master subscription agreement between [Neivan Legal Entity, Inc.] ("Neivan", "we", "us", or "our") and the organization that subscribes to the Synapse platform (the "Customer", "you", or "your"). This Agreement governs your access to and use of the Synapse hosted software, the Synapse Recorder desktop agent, related applications, APIs, and documentation (collectively, the "Service").
PLEASE READ THIS AGREEMENT CAREFULLY. By signing an order form, clicking to accept, or accessing or using the Service, you agree to be bound by this Agreement.
1.1 Acceptance. You accept this Agreement by (a) clicking an "I agree" or similar control, (b) executing an order form that references this Agreement, or (c) accessing or using the Service. If you do not agree, you must not access or use the Service.
1.2 Authority. The individual accepting this Agreement represents and warrants that they are at least the age of majority in their jurisdiction and have the legal authority to bind the Customer organization on whose behalf they are acting. If the individual lacks that authority, that individual must not accept this Agreement, and neither that individual nor the organization may use the Service.
1.3 Updated versions. We may update this Agreement as described in Section 16. Your continued use of the Service after an updated version takes effect, or your acceptance through any acceptance control we present, constitutes acceptance of the updated version.
2.1 What Synapse does. Synapse is a business-to-business software-as-a-service platform that lets an organization build, configure, and operate AI agents, skills, and workflows; use an AI assistant known as "Jarvis"; build and optimize agents and standard operating procedures ("SOPs") with AI assistance; capture know-how through teach-by-demonstration; and run an automation pipeline that observes, maps, recommends, and (with your authorization) helps implement automations across your connected systems.
2.2 Acting on connected systems. When you connect a tool (such as email, calendar, drive, CRM, or a custom API) and grant the corresponding authorizations, the Service can read data from and take actions in that system on your behalf, as configured by your Authorized Users. You are responsible for the configuration you choose and for the actions your agents are permitted to take.
2.3 Changes to the Service. We may modify, enhance, or discontinue features of the Service over time. We will not materially decrease the core functionality of a paid subscription during a paid term without notice. Beta, preview, or "labs" features are provided as-is and may change or be withdrawn at any time.
3.1 Authorized Users. "Authorized Users" are the individuals (such as your administrators and employees) whom you permit to access the Service under your subscription. You are responsible for all activity that occurs under your account and your Authorized Users' credentials.
3.2 Account security. You must keep credentials confidential, use the access controls we provide, and notify us promptly at [[email protected]] of any suspected unauthorized access.
3.3 Seat caps. Your subscription plan caps the number of Authorized User seats, generally tied to your company-size band as described in the Billing Terms. You must not exceed your seat cap or circumvent seat limits. If your usage exceeds your plan, you agree to upgrade or true-up as described in the Billing Terms.
4.1 Lawful basis, notices, and consents. As between the parties, you are the controller of your Authorized Users' and other individuals' personal data, and Neivan acts as your processor. You are responsible for establishing a lawful basis for the processing you direct, and for providing all notices and obtaining all consents, authorizations, and approvals required for:
4.2 Employee-monitoring and recording laws. You are responsible for compliance with applicable employee-monitoring, workplace-privacy, and recording-consent laws, including those that require prior notice or one-party or all-party (two-party) consent before recording or monitoring. You will not enable observation or capture features in a manner that violates those laws.
4.3 Connected-system authorizations. You represent that you have the right to connect each system you connect, to grant the OAuth scopes or API keys you provide, and to authorize the Service to act on the data in those systems.
4.4 Customer content. You are responsible for the data, prompts, instructions, SOPs, and other content you and your Authorized Users submit to or generate through the Service ("Customer Data"), and for the lawfulness of that content and the outcomes you direct.
Your use of the Service is subject to the Acceptable Use Policy at [/legal/acceptable-use] (the "AUP"), which is incorporated into this Agreement. You are responsible for your Authorized Users' compliance with the AUP. We may suspend or restrict access for AUP violations as described in the AUP and in Section 15.
6.1 Provided as-is; no professional advice. The Service uses artificial intelligence, including third-party large language models, to generate text, summaries, recommendations, drafts, agent actions, and other output ("AI Output"). AI Output is provided AS-IS, may be inaccurate, incomplete, or unsuitable, and does not constitute legal, financial, medical, tax, or other professional advice.
6.2 Human oversight. You are responsible for reviewing AI Output and agent actions before relying on them and for maintaining appropriate human oversight, especially where AI Output informs decisions that affect individuals' rights, employment, finances, safety, or legal status. You must not use the Service to make prohibited or high-risk decisions without meaningful human review, as further described in the AUP.
6.3 No professional relationship. Nothing in the Service or AI Output creates an attorney-client, fiduciary, or other professional relationship between you and Neivan.
7.1 Connected third-party services. When you connect or use third-party services through the Service, those services are governed by their own terms, and we are not responsible for them. Your authorizations may allow the Service to read data from and act in those services as you configure.
7.2 AI providers and sub-processing. To deliver AI features, prompts and related content are transmitted to third-party large language model providers (which may include Anthropic, OpenAI, Google, Perplexity, Mistral, DeepSeek, and xAI) through their APIs. We engage these providers as sub-processors under the Data Processing Addendum. We instruct these providers not to use your content to train their models, subject to their then-current terms.
7.3 Bring-your-own-key vs. Neivan-managed. You may either provide your own model-provider API key ("BYO"), which is stored using server-side secret vaulting, or use a Neivan-managed prepaid arrangement. If you use BYO, your use of that key is also subject to the applicable provider's terms, and you are responsible for your provider account, its limits, and its charges.
8.1 Billing Terms. Fees, subscription bands, the prepaid AI usage wallet, the free trial, proration, and payment processing are described in the Billing Terms at [/legal/billing], which are incorporated into this Agreement. In summary, the Service is offered on a flat monthly subscription by company-size band (1-10 Authorized Users USD 499; 11-50 USD 999; 51-250 USD 1,999; 250+ custom), billed on the first of each month, with mid-month starts prorated.
8.2 Free trial. A 14-day free trial waives the SUBSCRIPTION fee only. AI usage is billed from day one of the trial and draws from your prepaid wallet.
8.3 AI usage. AI usage draws down a prepaid wallet. Neivan-managed usage is charged at cost plus an approximately 30% markup; BYO usage is not marked up by Neivan (though your own provider charges still apply).
8.4 Payment processing. Payments are processed through Stripe. Card data is tokenized (PCI SAQ-A scope) and is never stored by Neivan.
8.5 Changes; proration; non-refundable downgrades. Upgrades take effect immediately and are prorated. Downgrades take effect at the next billing cycle and are not refunded for the current cycle. Auto-billing occurs with at least 5 days' prior notice.
8.6 Non-payment and suspension. If an amount is past due, after any grace period described in the Billing Terms we may restrict or suspend access until payment is made, without waiving any other remedy.
8.7 Taxes. Fees are exclusive of taxes. You are responsible for applicable taxes other than taxes on Neivan's net income.
9.1 Customer ownership. As between the parties, you own and retain all rights to Customer Data, including your SOPs, training captures, and the configurations you create. You grant Neivan a non-exclusive, worldwide license to host, process, transmit, and display Customer Data, and to engage sub-processors, solely to provide, secure, and support the Service and as otherwise permitted in this Agreement.
9.2 Neivan ownership. We own and retain all rights to the Service, the Synapse and Jarvis platforms, the Synapse Recorder, our software, models, templates, documentation, and all related intellectual property, including any improvements. No rights are granted except as expressly stated.
9.3 Aggregated and de-identified data. We may use aggregated and de-identified data that does not identify you or any individual to operate, secure, and improve the Service, subject to the Data Processing Addendum.
9.4 Feedback. If you provide feedback or suggestions, we may use them without restriction or obligation to you.
10.1 Confidential Information. Each party may disclose confidential information to the other. The receiving party will use the disclosing party's confidential information only to perform under this Agreement, will protect it using at least reasonable care, and will not disclose it except to representatives bound by confidentiality obligations.
10.2 Exclusions and compelled disclosure. Confidentiality obligations do not apply to information that is public through no fault of the receiving party, independently developed, or rightfully received from a third party. A party may disclose confidential information if legally compelled, after giving notice where lawfully permitted.
11.1 Mutual. Each party warrants that it has the authority to enter into this Agreement.
11.2 Limited service warranty. We warrant that the Service will perform materially in accordance with its then-current documentation during a paid subscription. Your exclusive remedy for breach of this warranty is for us to use commercially reasonable efforts to correct the non-conformity, or, if we cannot, to terminate the affected subscription and refund prepaid, unused subscription fees for the affected period.
11.3 DISCLAIMER. EXCEPT AS EXPRESSLY STATED, THE SERVICE, AI OUTPUT, AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTY THAT AI OUTPUT WILL BE CORRECT OR SUITABLE FOR YOUR PURPOSES. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.
12.1 Exclusion of indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY.
12.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU TO NEIVAN FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
12.3 Exceptions. The limitations in this Section may not apply to the extent prohibited by law, and [counsel to confirm carve-outs, e.g., for a party's indemnification obligations, breach of confidentiality, or a party's willful misconduct].
13.1 By Neivan. We will defend you against third-party claims alleging that the Service, as provided by us and used in accordance with this Agreement, infringes that third party's intellectual property rights, and will indemnify you for amounts finally awarded or settled, subject to the limitations and exclusions in this Agreement.
13.2 By Customer. You will defend us against third-party claims arising from (a) Customer Data; (b) your or your Authorized Users' use of the Service in violation of this Agreement, the AUP, or applicable law; (c) your failure to obtain required notices, consents, or authorizations (including for observation, recording, and connected systems); or (d) your configuration of agents and the actions they take, and you will indemnify us for amounts finally awarded or settled.
13.3 Process. The indemnifying party's obligations are conditioned on prompt notice, sole control of the defense (with the other party's reasonable cooperation), and no settlement that imposes liability on the other party without its consent.
14.1 Term. This Agreement begins on the effective date and continues for as long as you have an active subscription or order form, unless terminated earlier as provided here.
14.2 Termination for cause. Either party may terminate for the other party's material breach not cured within thirty (30) days after written notice. We may suspend or terminate for non-payment as described in the Billing Terms and in Section 8.
14.3 Effect of termination. Upon termination, your right to access the Service ends. For a period of [Data Export Window, e.g., 30 days] after termination, we will make Customer Data available for export in a commercially reasonable format. After that window, we will delete or de-identify Customer Data within [Deletion Window, e.g., 60 days], except as required to comply with law or as described in the Data Processing Addendum.
14.4 Survival. Sections relating to fees accrued, intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, and these termination effects survive.
We may suspend or restrict access (in whole or in part) where reasonably necessary to (a) prevent harm to the Service or other customers; (b) address a security risk or suspected violation of the AUP or law; or (c) comply with legal process. Where practicable and lawful, we will give notice and limit the suspension to the affected scope. Section 8 governs suspension for non-payment.
16.1 Updates. We may update this Agreement from time to time. For material changes, we will provide reasonable advance notice (for example, by email to your administrators or an in-product notice) before the change takes effect.
16.2 Acceptance of new versions. We may require acceptance of an updated version through an acceptance control in the Service. We maintain a consent record of which version each Authorized User accepted and when. Continued use after the effective date of an updated version constitutes acceptance. If you do not agree to a material change, your remedy is to stop using the Service and, if applicable, terminate as described in Section 14.
17.1 Governing law. This Agreement is governed by the laws of [Governing-Law Jurisdiction], without regard to conflict-of-laws rules.
17.2 Venue and dispute resolution. The parties submit to the [exclusive] jurisdiction of the courts located in [Venue], except that either party may seek injunctive relief in any court of competent jurisdiction. [Counsel to confirm whether arbitration, a class-action waiver, and an informal-resolution period apply for the relevant jurisdictions.]
17.3 Compliance and transfers. The parties will comply with applicable data-protection laws, including the GDPR and UK-GDPR, the CCPA/CPRA, and other applicable state and national laws. International transfers are addressed by the Data Processing Addendum, including Standard Contractual Clauses where required.
18.1 Notices. Legal notices to Neivan must be sent to [[email protected]] and [Neivan Notice Address]. Notices to you may be sent to your administrators' email addresses on file or posted in the Service.
18.2 Assignment. Neither party may assign this Agreement without the other's consent, except to a successor in connection with a merger, acquisition, or sale of substantially all assets, on notice.
18.3 Entire agreement; order of precedence. This Agreement is the entire agreement on its subject matter. If documents conflict, an executed order form controls over these Terms, which control over linked policies, unless a document expressly states otherwise.
18.4 Severability; waiver; no agency; force majeure. If a provision is unenforceable, the rest remains in effect. A waiver must be in writing. The parties are independent contractors. Neither party is liable for delays caused by events beyond its reasonable control.
This is a first-pass draft for internal review only. It is not legal advice and is not in effect until reviewed and approved by counsel and formally published. Questions: contact [[email protected]].