Terms of Service — SYEN Systems LLC

1. Agreement to Terms

These Terms of Service constitute a legally binding agreement between SYEN Systems LLC, a New York limited liability company ("SYEN," "we," "us," or "our"), and you or the entity you represent ("Customer," "you," or "your"). By accessing or using SYEN Comply, subscribing through AWS Marketplace or Microsoft Azure Marketplace, or clicking to accept these Terms, you agree to be bound by them. If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization.

If you do not agree to these Terms, do not use SYEN Comply.

2. Definitions

"SYEN Comply" means the cryptographic compliance and audit infrastructure service provided by SYEN Systems LLC, including the API, dashboard, documentation, and any related services.

"Customer Data" means all data, including event records, that you submit to SYEN Comply through the API or otherwise.

"Documentation" means the technical and user documentation made available by SYEN at syensystems.com.

"Order Form" means any order, subscription, or purchase agreement executed between the parties or through a Marketplace.

"Marketplace" means AWS Marketplace or Microsoft Azure Marketplace through which SYEN Comply may be purchased.

"Subscription Term" means the period during which you are authorized to use SYEN Comply as specified in an Order Form or Marketplace subscription.

3. Services

3.1 Provision of Services. SYEN will make SYEN Comply available to you during the Subscription Term in accordance with these Terms and the applicable Order Form. SYEN Comply is provided as a software-as-a-service product accessible via API.

3.2 Changes to Services. SYEN reserves the right to modify, update, or discontinue any feature of SYEN Comply with reasonable notice. SYEN will not materially reduce the core functionality of SYEN Comply during an active Subscription Term without your consent.

3.3 Support. Support is provided in accordance with the support tier applicable to your subscription. Pro customers receive standard support. Enterprise customers receive priority support as defined in the applicable Order Form.

3.4 Uptime. SYEN will use commercially reasonable efforts to make SYEN Comply available. Any uptime commitments are set forth in the applicable Order Form or Service Level Agreement.

4. Customer Responsibilities

4.1 Account Security. You are responsible for maintaining the confidentiality of your API credentials and account access. You will promptly notify SYEN of any unauthorized use of your account at support@syensystems.com.

4.2 Acceptable Use. You will use SYEN Comply only for lawful purposes and in accordance with these Terms and applicable law. You will not: (a) reverse engineer, decompile, or disassemble SYEN Comply; (b) use SYEN Comply to store or transmit malicious code; (c) interfere with or disrupt the integrity or performance of SYEN Comply or its underlying infrastructure; (d) attempt to gain unauthorized access to SYEN Comply or its related systems; (e) use SYEN Comply in any manner that violates applicable law or regulation.

4.3 Customer Data. You are solely responsible for the accuracy, quality, and legality of your Customer Data and the means by which you acquired it. You represent that you have all rights necessary to submit Customer Data to SYEN Comply.

4.4 KMS Configuration. You are responsible for managing your AWS KMS or Azure Key Vault configuration, including key creation, rotation, and revocation. SYEN does not hold or have access to your encryption keys.

5. Data and Privacy

5.1 Customer Data Ownership. You retain all rights, title, and interest in and to your Customer Data. SYEN does not claim ownership of your Customer Data.

5.2 Processing of Customer Data. SYEN will process Customer Data solely to provide SYEN Comply in accordance with these Terms and your instructions. SYEN will not use Customer Data for any secondary purpose, including advertising, analytics, or model training.

5.3 Encryption. Customer Data payloads are encrypted using AES-256-GCM with a data encryption key wrapped by your own AWS KMS or Azure Key Vault key. SYEN does not hold plaintext Customer Data at any time.

5.4 Sub-processors. SYEN uses a limited number of sub-processors to deliver the service, including DigiCert for RFC 3161 timestamp anchoring, Amazon Web Services for infrastructure, and Microsoft Azure for infrastructure. DigiCert receives only the Merkle root hash of your cryptographic chain. No Customer Data payloads are transmitted to DigiCert.

5.5 Privacy Policy. SYEN's Privacy Policy, available at syensystems.com/privacy, is incorporated into these Terms by reference.

5.6 Data Protection. Where applicable, the parties agree to enter into a Data Processing Agreement to address GDPR or other applicable data protection obligations.

5.7 HIPAA. If you are a covered entity or business associate under HIPAA and your use of SYEN Comply involves protected health information, you must execute a Business Associate Agreement with SYEN prior to transmitting any PHI. Contact privacy@syensystems.com.

6. Intellectual Property

6.1 SYEN IP. SYEN and its licensors retain all rights, title, and interest in and to SYEN Comply, including all related intellectual property rights. No rights are granted to you except as expressly set forth in these Terms.

6.2 License Grant. Subject to these Terms and payment of applicable fees, SYEN grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use SYEN Comply during the Subscription Term solely for your internal business purposes.

6.3 Feedback. If you provide SYEN with feedback, suggestions, or ideas regarding SYEN Comply, SYEN may use that feedback without restriction or obligation to you.

6.4 Customer Data License. You grant SYEN a limited license to process your Customer Data solely as necessary to provide SYEN Comply.

7. Fees and Payment

7.1 Fees. You agree to pay all fees specified in your Order Form or Marketplace subscription. All fees are stated in US dollars.

7.2 Marketplace Billing. If you subscribe through AWS Marketplace or Microsoft Azure Marketplace, billing is governed by the applicable Marketplace terms and your agreement with AWS or Microsoft. SYEN does not process payment directly for Marketplace subscriptions.

7.3 Taxes. Fees do not include taxes. You are responsible for all applicable taxes, levies, or duties imposed by taxing authorities.

7.4 Late Payment. Unpaid amounts may result in suspension of access to SYEN Comply upon reasonable notice.

8. Term and Termination

8.1 Term. These Terms commence on the date you first access SYEN Comply and continue until terminated.

8.2 Subscription Term. Your right to use SYEN Comply is limited to the Subscription Term specified in your Order Form or Marketplace subscription.

8.3 Termination for Cause. Either party may terminate these Terms upon written notice if the other party materially breaches these Terms and fails to cure such breach within 30 days of written notice.

8.4 Effect of Termination. Upon expiration or termination: (a) your right to access SYEN Comply will immediately cease; (b) SYEN will retain your encrypted Customer Data for a reasonable period to allow export of your cryptographic evidence chain; (c) you may request deletion of your Customer Data by contacting support@syensystems.com; (d) provisions that by their nature should survive termination will survive, including Sections 5, 6, 9, 10, 11, and 12.

8.5 Data Export. Upon termination, you may export your complete cryptographic evidence chain via the API. After the retention period, SYEN will delete your Customer Data.

9. Confidentiality

9.1 Definition. "Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

9.2 Obligations. Each party agrees to: (a) hold the other party's Confidential Information in strict confidence; (b) not disclose Confidential Information to third parties without prior written consent; (c) use Confidential Information only as necessary to perform obligations under these Terms.

9.3 Exceptions. Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach of these Terms; (b) was rightfully known before disclosure; (c) is independently developed without use of Confidential Information; (d) is required to be disclosed by law or court order, provided reasonable notice is given.

10. Warranties and Disclaimers

10.1 SYEN Warranties. SYEN warrants that: (a) SYEN Comply will perform materially in accordance with the Documentation; (b) SYEN has the rights to grant the licenses herein; (c) SYEN will implement commercially reasonable security measures.

10.2 Customer Warranties. You warrant that: (a) you have the authority to enter into these Terms; (b) your use of SYEN Comply will comply with applicable law; (c) you have all necessary rights in your Customer Data.

10.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 10.1, SYEN COMPLY IS PROVIDED "AS IS." SYEN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SYEN DOES NOT WARRANT THAT SYEN COMPLY WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED.

10.4 Legal Admissibility. SYEN does not warrant that records produced by SYEN Comply will be deemed admissible in any legal, regulatory, or court proceeding. Admissibility is determined by applicable law and the relevant tribunal. SYEN Comply is designed to produce cryptographically verifiable records consistent with best practices for tamper-evident evidence; however, SYEN makes no representation regarding how any jurisdiction or tribunal will treat such records.

11. Limitation of Liability

11.1 Exclusion of Consequential Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, BUSINESS, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Cap on Liability. EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY YOU TO SYEN IN THE TWELVE MONTHS PRECEDING THE CLAIM.

11.3 Exceptions. The limitations in Sections 11.1 and 11.2 do not apply to: (a) your payment obligations; (b) either party's indemnification obligations; (c) damages arising from gross negligence or willful misconduct; (d) either party's breach of confidentiality obligations.

12. Indemnification

12.1 By SYEN. SYEN will defend you against any third-party claim alleging that SYEN Comply infringes a third-party intellectual property right, and will pay resulting damages and reasonable legal fees, provided you: (a) promptly notify SYEN of the claim; (b) give SYEN control of the defense; (c) cooperate reasonably with SYEN.

12.2 By Customer. You will defend SYEN against any third-party claim arising from: (a) your Customer Data; (b) your use of SYEN Comply in violation of these Terms or applicable law; (c) your breach of representations or warranties, and will pay resulting damages and reasonable legal fees.

13. General Provisions

13.1 Governing Law. These Terms are governed by the laws of the State of New York, without regard to conflict of law principles. Any dispute arising under these Terms will be resolved in the state or federal courts located in New York County, New York.

13.2 Entire Agreement. These Terms, together with any Order Form, Privacy Policy, and any Data Processing Agreement, constitute the entire agreement between the parties regarding SYEN Comply and supersede all prior agreements.

13.3 Amendment. SYEN may update these Terms by posting a revised version at syensystems.com/terms. For material changes, SYEN will provide at least 30 days notice by email. Your continued use of SYEN Comply after the effective date constitutes acceptance.

13.4 Waiver. Failure to enforce any provision of these Terms will not constitute a waiver.

13.5 Severability. If any provision is found unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.

13.6 Assignment. You may not assign these Terms without SYEN's prior written consent. SYEN may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.

13.7 Force Majeure. Neither party will be liable for delays or failures in performance resulting from causes beyond its reasonable control.

13.8 Notices. Legal notices to SYEN must be sent to legal@syensystems.com or SYEN Systems LLC, Brooklyn, New York.

13.9 No Third-Party Beneficiaries. These Terms do not create any third-party beneficiary rights.

Contact

SYEN Systems LLC
Brooklyn, New York
legal@syensystems.com
support@syensystems.com
syensystems.com