This Platform Agreement (“Agreement”) is entered into between Cyrenza, Inc. (“Cyrenza,” “we,” “us,” or “our”) and the entity or individual agreeing to these terms (“Customer,” “you,” or “your”). By accessing or using the Cyrenza platform, you agree to be bound by this Agreement.
If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind that entity. If you do not agree to these terms, you must not access or use the Services.
1.1. “Account” means your registered account on the Cyrenza platform, including all associated credentials, configurations, and settings.
1.2. “Agents” means Cyrenza’s domain-specialized AI workers provided through the Platform, designed to perform professional work tasks including research, analysis, drafting, workflow automation, and quality assurance.
1.3. “Artifacts” means any outputs, analyses, reports, summaries, evaluations, documents, or other work products generated by Agents on your behalf.
1.4. “Authorized Users” means individuals authorized by you to access and use the Services under your Account, for whom subscriptions have been purchased, and who have been supplied user credentials.
1.5. “Confidential Information” means any non-public information disclosed by either party to the other that is designated as confidential or that reasonably should be understood to be confidential, including Customer Data, business plans, pricing, technical information, and security configurations.
1.6. “Customer Data” means all electronic data, content, information, text, files, documents, or materials uploaded, submitted, stored, or transmitted to the Services by you or your Authorized Users.
1.7. “Documentation” means the user guides, online help, release notes, and other documentation provided by Cyrenza regarding the Services.
1.8. “Order Form” means the ordering document, online subscription page, or other written agreement between you and Cyrenza specifying the Services to be provided, the subscription plan, fees, and other commercial terms.
1.9. “Platform” means the Cyrenza AI Workforce Platform, including all software, APIs, user interfaces, and related technology.
1.10. “Services” means the Platform, Website, APIs, Documentation, and all related services provided by Cyrenza under this Agreement.
1.11. “Subscription Plan” means the tier of service you have selected, with resource allocations and features as specified in your Order Form or on the Cyrenza pricing page.
1.12. “Subscription Term” means the period during which you have agreed to subscribe to the Services, as specified in your Order Form or subscription selection.
1.13. “Workspace” means a segregated organizational unit within your Account where team members collaborate and Agents operate.
2.1. Platform Overview. Cyrenza is an AI Workforce Platform that provides organizations with domain-specialized Agents who perform professional knowledge work across multiple industry verticals, including business operations, consulting, finance, insurance, residential real estate, commercial real estate, legal and compliance, and marketing.
2.2. License Grant. Subject to your compliance with this Agreement and payment of all applicable fees, Cyrenza grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services during the Subscription Term for your internal business purposes.
2.3. API Access. The Platform provides API access enabling programmatic interaction with Platform capabilities, subject to your Subscription Plan’s rate limits and quotas as specified in your Order Form.
2.4. Documentation. Cyrenza provides Documentation for the Services. You are responsible for reviewing the Documentation as it pertains to your use of the Services.
2.5. Beta Features. Features designated as “Beta,” “Preview,” or “Experimental” are provided without any warranty or SLA commitment and may be modified or discontinued at any time without notice.
3.1. Eligibility. You must be at least 18 years of age (or the age of legal majority in your jurisdiction) to use the Services. The Services are intended for use by businesses and organizations for professional purposes.
3.2. Account Registration. You must provide accurate, current, and complete registration information and keep it up to date.
3.3. Account Security. You are responsible for maintaining the confidentiality of your Account credentials, API keys, and access tokens, and for all activities that occur under your Account. You must promptly notify Cyrenza at security@cyrenza.com of any unauthorized access or security breach.
3.4. Compliance with Laws. You must comply with all applicable local, state, national, and international laws and regulations in connection with your use of the Services.
3.5. Acceptable Use. Your use of the Services is subject to the Acceptable Use Policy, which is incorporated into this Agreement by reference.
3.6. Human Oversight. You agree to implement appropriate human oversight and review processes for all Agent outputs, commensurate with the risk and impact of the decisions or actions based on those outputs. Agent outputs are not a substitute for professional advice from licensed practitioners.
3.7. Prohibited Jurisdictions. You may not use the Services if you are located in a country subject to a U.S. Government embargo or if you are listed on any U.S. Government list of prohibited or restricted parties.
4.1. Fees. You agree to pay all fees specified in your Order Form or Subscription Plan. All fees are exclusive of applicable taxes.
4.2. Billing Cycle. Subscriptions are billed on a monthly or annual basis, as selected by you. Subscriptions automatically renew at the end of each billing cycle unless cancelled before the renewal date.
4.3. Taxes. You are responsible for paying all applicable taxes (including VAT, GST, sales tax, and withholding taxes), except for taxes based on Cyrenza’s net income.
4.4. Payment Processing. Payments are processed through our third-party payment processor. You agree to provide valid payment information and authorize charges for all fees incurred. Cyrenza does not store full credit card numbers or CVV codes.
4.5. Failed Payments. If a payment fails, Cyrenza may suspend or terminate your access to the Services after reasonable attempts to collect payment.
4.6. Price Changes. Cyrenza may change its pricing with at least thirty (30) days’ prior written notice. Price changes take effect at the beginning of the next billing cycle.
4.7. Enterprise Agreements. Enterprise customers may negotiate custom pricing, billing terms, and resource allocations through an Order Form.
5.1. Cyrenza IP. Cyrenza owns and retains all right, title, and interest in and to the Platform, including all software, algorithms, models, architectures, user interfaces, technology, Agent definitions, domain reasoning engines, trademarks, and Documentation. Nothing in this Agreement grants you any right in Cyrenza’s intellectual property except as expressly set forth herein.
5.2. Your Content. You retain all right, title, and interest in your Customer Data. By uploading Customer Data, you grant Cyrenza a limited, non-exclusive license to process, store, transmit, and display your Customer Data solely as necessary to provide the Services.
5.3. Artifacts Ownership. Subject to Cyrenza’s underlying IP rights in the Platform, you own the Artifacts generated by Agents using your Customer Data and inputs. Cyrenza retains ownership of the underlying technology, models, and methods used to generate Artifacts.
5.4. No Training on Customer Data. Cyrenza does not use your Customer Data to train, fine-tune, or improve its foundational AI models. Your Customer Data is processed solely to provide the Services to you.
5.5. Feedback. If you provide feedback or suggestions about the Services, you grant Cyrenza a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate such feedback without obligation to you.
5.6. Usage Data. Cyrenza may collect and use aggregated, anonymized, and de-identified data derived from your use of the Services to improve the Services and for other business purposes. Usage Data will not include personally identifiable information or identifiable Customer Data.
6.1. Nature of Outputs. All Artifacts and outputs generated by Agents are produced using artificial intelligence and large language models. AI-generated outputs may contain errors, inaccuracies, omissions, or biased content.
6.2. No Professional Advice. The Services and Agent outputs do not constitute legal, financial, investment, tax, accounting, medical, insurance, or other professional advice. Cyrenza is not a law firm, accounting firm, financial advisor, broker-dealer, insurance company, or medical provider.
6.3. Provenance. Cyrenza provides provenance tracking for Agent outputs, including source attribution and lineage information. This is provided for transparency and auditability but does not guarantee the accuracy of the outputs.
6.4. Industry-Specific Use. When using industry-specific Agents, you acknowledge that you are responsible for having qualified professionals review and validate all outputs before relying on them for legal, financial, medical, or regulatory purposes.
7.1. Privacy Policy. The processing of personal data through the Services is governed by our Privacy Policy, incorporated herein by reference.
7.2. Data Processing Agreement. For customers subject to the GDPR, CCPA/CPRA, or other data protection regulations, Cyrenza offers a Data Processing Addendum as part of this Agreement.
7.3. Roles. You are the Data Controller (or “Business” under CCPA) with respect to Customer Data containing personal data. Cyrenza is the Data Processor (or “Service Provider” under CCPA) processing personal data on your behalf and in accordance with your instructions.
7.4. Data Isolation. Customer Data is logically and cryptographically isolated between tenants. Cyrenza implements strict multi-tenancy controls including per-tenant encryption and namespace separation.
7.5. Security. Cyrenza implements and maintains commercially reasonable security measures as described in the Security Addendum, incorporated herein by reference.
7.6. Subprocessors. Cyrenza engages subprocessors to assist in providing the Services. A current list is maintained at our Subprocessor List. Cyrenza will provide advance notice of new subprocessors and will ensure they are bound by data processing obligations no less protective than those in this Agreement.
8.1. Obligations. Each party agrees to protect the other party’s Confidential Information with at least the same degree of care it uses for its own confidential information, but no less than reasonable care, and to use it only for purposes of performing obligations under this Agreement.
8.2. Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was known to the receiving party before disclosure; (c) is independently developed without use of the Confidential Information; or (d) is lawfully received from a third party without restriction.
8.3. Compelled Disclosure. If a party is compelled by law to disclose Confidential Information, it will provide prompt notice (to the extent legally permitted) and cooperate in efforts to obtain confidential treatment.
9.1. As-Is. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.
9.2. No Implied Warranties. CYRENZA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
9.3. No Warranty of Results. CYRENZA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT AI-GENERATED OUTPUTS WILL BE ACCURATE, COMPLETE, OR FREE OF BIAS.
10.1. Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, OR DATA, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.2. General Cap on Liability. EXCEPT AS SET FORTH IN SECTION 10.3, EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID OR PAYABLE BY YOU DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY; OR (B) TWO HUNDRED FIFTY THOUSAND UNITED STATES DOLLARS ($250,000.00).
10.3. Enhanced Cap for Data Protection. CYRENZA’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO A DATA BREACH CAUSED BY CYRENZA’S FAILURE TO IMPLEMENT THE SECURITY MEASURES DESCRIBED IN THIS AGREEMENT OR THE SECURITY ADDENDUM SHALL NOT EXCEED THE GREATER OF: (A) TWO TIMES (2×) THE TOTAL FEES PAID OR PAYABLE BY YOU DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY; OR (B) FIVE HUNDRED THOUSAND UNITED STATES DOLLARS ($500,000.00).
10.4. Exclusions from Caps. The limitations in Sections 10.1, 10.2, and 10.3 shall not apply to: (a) either party’s indemnification obligations; (b) your payment obligations; (c) liability arising from gross negligence or willful misconduct; or (d) breach of confidentiality obligations.
11.1. Your Indemnification. You will indemnify, defend, and hold harmless Cyrenza from claims arising out of: (a) your use of the Services in violation of this Agreement; (b) your Customer Data; (c) your violation of applicable law; or (d) your Authorized Users’ use of the Services.
11.2. Cyrenza’s Indemnification. Cyrenza will indemnify, defend, and hold harmless you from third-party claims that the Services, as provided by Cyrenza and used in accordance with this Agreement, infringe any third-party patent, copyright, or trademark.
11.3. Exclusions. Cyrenza’s indemnification does not apply to claims arising from: (a) modifications not authorized by Cyrenza; (b) use in combination with unauthorized third-party products; (c) use not in accordance with this Agreement; (d) Customer Data; or (e) use of a deprecated API version when a non-infringing version is available.
11.4. Procedure. The indemnified party will promptly notify the indemnifying party, grant sole control of defense and settlement, and provide reasonable cooperation.
12.1. Term. This Agreement begins when you accept it and continues for the duration of your Subscription Term unless terminated earlier.
12.2. Termination for Convenience. Either party may terminate by providing thirty (30) days’ written notice. Termination takes effect at the end of the then-current billing period.
12.3. Termination for Cause. Either party may terminate immediately if the other party materially breaches and fails to cure within thirty (30) days of written notice, or becomes insolvent.
12.4. Suspension. Cyrenza may suspend your access if you engage in prohibited conduct, your Account is used for illegal activities, or continued service would violate applicable law.
12.5. Effects of Termination. Upon termination: (a) your right to use the Services terminates; (b) outstanding fees become immediately due; (c) Cyrenza will disable your Account and revoke credentials.
12.6. Data Export. Following termination, Cyrenza will maintain your Customer Data for thirty (30) days during which you may export your data. After this period, Cyrenza will delete your Customer Data except where retention is required by law.
12.7. Data Export Formats. You may export Customer Data and Artifacts in standard, machine-readable formats (including JSON, CSV, and PDF) through the Platform interface or API.
12.8. Surviving Provisions. Definitions, Intellectual Property, Confidentiality, Indemnification, Limitation of Liability, Disclaimers, and any provisions that by their nature should survive will survive termination.
13.1. Governing Law. This Agreement is governed by the laws of the State of Delaware, United States, without regard to conflict of law principles.
13.2. Dispute Resolution. Before initiating formal proceedings, the parties will attempt to resolve disputes informally within thirty (30) days. Unresolved disputes shall be resolved through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, conducted by a single arbitrator.
13.3. Class Action Waiver. EACH PARTY MAY BRING CLAIMS ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.
13.4. Injunctive Relief. Either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property rights or Confidential Information.
13.5. Force Majeure. Neither party is liable for failure to perform due to circumstances beyond its reasonable control, including natural disasters, pandemic, war, government actions, or third-party infrastructure failures. If a Force Majeure event continues for more than sixty (60) days, either party may terminate.
13.6. Assignment. You may not assign this Agreement without Cyrenza’s prior written consent. Cyrenza may assign in connection with a merger, acquisition, or sale of substantially all its assets.
13.7. Severability. If any provision is held invalid, the remaining provisions continue in full force and effect.
13.8. Waiver. Failure to enforce any provision does not constitute a waiver of that right.
13.9. Entire Agreement. This Agreement, together with the Privacy Policy, Acceptable Use Policy, Security Addendum, Data Processing Addendum, Support and Service Level Terms, Order Form (if applicable), and all other documents incorporated by reference, constitutes the entire agreement between the parties.
13.10. Changes to Terms. Cyrenza may modify this Agreement with at least thirty (30) days’ advance notice. For Enterprise customers with executed Order Forms, material changes require mutual written agreement unless required by law.
13.11. Notices. Notices to Cyrenza: legal@cyrenza.com. Notices to you: the email address associated with your Account.
The following policies and addenda are incorporated into this Agreement by reference: