WarmSignal — Terms of Service

Effective date: May 05, 2025

These Terms of Service (“Terms”) are a binding contract between Zenith Synapse LLC (“Zenith Synapse,” “we,” “our,” or “us”)—operator of the WarmSignal brand—and any person or entity that accesses warmsignal.com or uses our Services (“you” or “Client”). By accessing the site, creating an account, executing an order form or statement of work (“SOW”), or using the Services, you agree to these Terms.

If you accept these Terms on behalf of an organization, you represent that you have authority to bind that organization.

1) Services; Orders

1.1 Services. We provide AI-enabled automation solutions, implementation, consulting, and related support as described on our site or in an SOW (the “Services”).

1.2 Order Documents. Scope, deliverables, timelines, and fees may be defined in SOWs or order forms referencing these Terms. Conflicts are resolved by the order of precedence in Section 15.

1.3 Third-Party Platforms. Services may interoperate with third-party platforms/APIs/models (e.g., LLMs, CRMs). We are not responsible for third-party terms, availability, data handling, or changes. Your use of third-party services is governed by their terms.

2) Accounts & Responsibilities

2.1 Eligibility & Registration. You must be at least 18. Provide accurate information and safeguard credentials.

2.2 Client Materials & Access. You will provide timely access to information, systems, and personnel required to perform the Services, including any credentials or API keys you elect to provide. You represent you have all rights and consents necessary to provide Client Materials (data, content, logos, instructions) and enable the requested automations.

2.3 Prohibited Data. Do not provide special-category/sensitive data (e.g., health, biometric, precise geolocation, government IDs, financial account numbers) absent a mutually executed DPA expressly permitting it.

2.4 Acceptable Use. You will not: (a) misuse or disrupt the Services; (b) introduce malware or bypass security; (c) reverse engineer except as permitted by law; (d) use Services to infringe, defame, or violate law; (e) use outputs to train models that compete with us; (f) input content you lack rights to use.

3) AI Outputs; Human Review

3.1 Nature of AI. AI outputs may be inaccurate, incomplete, or biased. You are responsible for reviewing outputs and determining fitness for your use.

3.2 Regulated Uses. The Services are not for life-critical, medical, legal, or other regulated uses unless expressly agreed in a signed SOW and compliant DPA/quality plan.

3.3 Model Training. Unless you opt in in a signed agreement, we do not permit third-party model providers to train on your Client Materials or outputs processed through your projects.

4) Fees & Payment

4.1 Fees. You will pay fees stated in the applicable order document or price schedule. Fees exclude taxes; you are responsible for taxes other than our income taxes.

4.2 Invoicing & Late Fees. Invoices are due as stated (default net 15). Overdue amounts may accrue interest at 1.5%/month (or the lawful maximum) plus reasonable collection costs.

4.3 Refunds & Changes. Except as expressly stated or required by law, fees are non-refundable. Usage-based or pass-through fees may vary with provider changes.

5) Intellectual Property

5.1 Our IP. We and our licensors own the Services, software, models, templates, and methods (“Zenith IP”). No rights are granted except as expressly stated.

5.2 Client Materials. You own Client Materials. You grant us a non-exclusive, worldwide, royalty-free license to use them solely to provide and support the Services, comply with law, and prevent abuse/security incidents.

5.3 Deliverables. Unless an SOW states otherwise, upon full payment we assign to you all right, title, and interest in custom deliverables specifically created for you (excluding Zenith IP and pre-existing tools). We grant you a non-exclusive, perpetual license to use embedded Zenith IP solely as incorporated in those deliverables for your internal business purposes.

5.4 Feedback. You grant us a perpetual, irrevocable, royalty-free license to use feedback to improve the Services.

6) Confidentiality

Each party will protect the other’s non-public information with at least reasonable care and use it only to perform under these Terms or an order document. Signed NDAs, if any, control over this section in case of conflict.

7) Data Protection & Security

7.1 Privacy. Our processing of personal information is described in the WarmSignal Privacy Policy, incorporated by reference.

7.2 DPA. If personal data processing on your behalf requires a data processing agreement, the parties will execute a mutually agreed DPA.

7.3 Security. We implement administrative, technical, and physical safeguards designed to protect Client Materials. You are responsible for your systems and credentials.

8) Warranties; Disclaimers

8.1 Authority. Each party represents it has authority to enter these Terms.

8.2 Services Warranty. We will provide Services in a professional and workmanlike manner consistent with industry standards.

8.3 Disclaimer. EXCEPT AS STATED IN 8.2, THE SITE, SERVICES, AND AI OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE (INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY).

9) Indemnification

9.1 By Zenith Synapse. We will defend and indemnify you against third-party claims alleging that our unmodified Services (excluding Client Materials, your configurations, third-party platforms) directly infringe U.S. IP rights or misappropriate trade secrets, and pay damages and reasonable attorneys’ fees finally awarded, if you promptly notify us, grant us sole control, and cooperate. We may: (a) procure rights; (b) modify/replace; or (c) terminate affected Services with a refund of prepaid, unused fees.

9.2 By Client. You will defend and indemnify us from third-party claims arising from (a) Client Materials or your use of the Services in violation of law or these Terms; (b) your configurations or instructions; or (c) your third-party integrations, subject to similar notice/control/cooperation.

10) Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOST PROFITS/REVENUE/GOODWILL/DATA, EVEN IF ADVISED; AND (B) EACH PARTY’S TOTAL LIABILITY RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO ZENITH SYNAPSE FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT. THESE LIMITS DO NOT APPLY TO WILLFUL MISCONDUCT OR OBLIGATIONS UNDER SECTION 9.

11) Term; Suspension; Termination

11.1 Term. These Terms apply from your first use and continue until terminated per this Section or an order document.

11.2 Suspension. We may suspend access for security reasons, suspected fraud, non-payment, or violations.

11.3 Termination for Cause. Either party may terminate with 30 days’ written notice if the other materially breaches and fails to cure.

11.4 Effect. Upon termination, you must pay all amounts due and cease use of any access credentials. Sections intended to survive (e.g., 5–10, 11.4, 12–15) will survive.

12) Export; Sanctions; Anti-Corruption

You are not located in an embargoed country or a denied party list and will comply with export controls, sanctions, and anti-corruption laws in using the Services.

13) Dispute Resolution; Governing Law

13.1 Informal Resolution. Parties will attempt to resolve disputes in good faith within 30 days after written notice.

13.2 Arbitration. Except for claims seeking injunctive relief or IP enforcement, disputes will be finally resolved by binding arbitration administered by the AAA under its Commercial Rules. Seat: Sheridan County, Wyoming. Language: English. Class actions are waived. Either party may seek provisional relief in court pending arbitration.

13.3 Governing Law; Venue. Wyoming law governs, without regard to conflicts rules. Subject to arbitration, exclusive venue for permitted court actions is state/federal courts in Wyoming, and parties consent to jurisdiction there.

14) Force Majeure

Neither party is liable for delays/failures caused by events beyond reasonable control (e.g., natural disasters, war, labor disputes, internet/utility failures, third-party platform changes). Parties will use reasonable efforts to mitigate.

15) Miscellaneous

  • Entire Agreement. These Terms, the Privacy Policy, and any order documents are the entire agreement.
  • Order of Precedence. (1) Signed DPA or SOW; (2) these Terms; (3) Privacy Policy.
  • Assignment. Neither party may assign without consent, except to an affiliate or in a merger/acquisition or sale of substantially all assets with notice.
  • Subcontractors. We may use subcontractors and remain responsible for their performance.
  • Notices. Legal notices to Zenith Synapse: address below and privacy@zenithsynapse.com (copy by mail). Notices to you may be sent to your account email or stated legal address.
  • Severability; Waiver. If any provision is unenforceable, it will be modified to the minimum extent necessary; the remainder remains in effect. Failure to enforce is not a waiver.
  • Publicity. We may use your name/logo as a customer reference unless you opt out in writing.

Legal & Privacy Contact:
Zenith Synapse LLC
30 N Gould St, STE R, Sheridan, WY 82801, USA
privacy@zenithsynapse.com