Terms of Service

PLEASE READ THESE TERMS CAREFULLY.

Welcome to these Terms of Service (the “Terms” or “Agreement”) for the simulation, testing, and related software platform (the “Services”) provided by Rystic Inc., a Delaware corporation with a principal place of business at 2099 Pacific Blvd Apt 214, San Mateo, CA 94403 (“Rystic,” “we,” “us,” or “our”). These Terms are entered into between Rystic and the individual or entity accessing or using the Services (“Customer,” “you,” or “your”). Rystic and Customer are each a “Party” and together the “Parties.”

These Terms govern your access to and use of the Services. Please read these Terms carefully, as they include important information about your rights and responsibilities. By (i) clicking to accept or agree to these Terms, (ii) creating an account for the Services, (iii) executing an Order Form (as defined below) that references these Terms, or (iv) accessing or using the Services, you agree to be bound by these Terms. If you do not understand or agree to these Terms, please do not use the Services.

Rystic may make the Services available (a) on a self-service, usage-based basis through online sign-up (the “Self-Service Offering”), or (b) pursuant to a separate order form, enterprise agreement, statement of work, or similar ordering document signed or accepted by both Parties that references these Terms (each, an “Order Form”). These Terms apply to all access to and use of the Services regardless of the applicable offering. If there is a conflict between these Terms and an Order Form, the Order Form controls solely with respect to the subject matter it expressly addresses (such as pricing, service tier, deployment model, or support commitments); these Terms control in all other respects.

Rystic may update these Terms from time to time. When these changes are made, Rystic will make a new copy of the Terms available at https://www.rystic.ai/terms. If you keep using the Services after we update these Terms, we will treat your continued use as your agreement to the changes.

For purposes of these Terms, “you” and “your” means the Customer accessing or using the Services. “Party” or “Parties” refers to one or both of the parties to this agreement, respectively.

DISPUTES ABOUT THESE TERMS AND THE SERVICES ARE SUBJECT TO BINDING ARBITRATION AS SET FORTH IN THE “DISPUTE RESOLUTION; GOVERNING LAW” SECTION BELOW.

1. BACKGROUND

a. Rystic provides a platform that creates locally runnable, simulated test environments that replicate the behavior, interfaces, and functionality of third-party digital services and tools (each, a “Simulated Environment,” and the third-party service or tool that a Simulated Environment is modeled on, a “Reference Service”), together with related tooling for scenario design, state inspection, test replay, and evaluation (collectively with the Simulated Environments, the “Platform”). Customers use the Platform to test, train, and evaluate software agents, models, and other automated systems against Simulated Environments rather than against live, production Reference Services. The specific Simulated Environments and Reference Services made available through the Services may change from time to time in Rystic’s sole discretion, and references to any particular Reference Service in these Terms or in Rystic’s marketing or documentation are illustrative only and do not limit or expand the scope of the Services.

2. USING THE SERVICES

a. Eligibility. The Services are intended for business use. To use the Services, Customer must be at least eighteen (18) years of age, have the authority to enter into these Terms, and not be a person or entity barred from using the Services under applicable law, including export control and sanctions laws.

b. The Services. The Services include the Platform, any user guides, manuals, or other technical materials Rystic makes available describing the use or operation of the Services (“Documentation”), and any related support, hosting, or professional services Rystic makes available to Customer, whether through the Self-Service Offering or an Order Form. Rystic’s models, Simulated Environments, and functionalities may evolve over time through updates. You acknowledge and agree that Rystic reserves the right to update, modify, or discontinue certain features at any time, provided that Rystic will use commercially reasonable efforts to provide advance notice of any discontinuation that materially affects Customer’s use of the Services under an active Order Form.

c. Access Channels. You may access and use the Services through: (i) our website; (ii) a locally installed application; (iii) an application programming interface; or (iv) such other means as we make available from time to time (each, an “Access Channel”). These Terms apply to your use of the Services regardless of the Access Channel used.

d. Beta Features. From time to time, Rystic may make available features, Simulated Environments, or functionality that are identified as beta, preview, early access, or similar (“Beta Features”). Beta Features are provided for evaluation purposes only, may contain errors, may be changed or discontinued at any time without notice, and are provided without any of the service commitments applicable to generally available Services. Rystic may discontinue a Beta Feature at any time without liability.

e. Account Registration and Security. You may be required to register for an account to access the Services. You agree to provide accurate, complete, and up-to-date account information, and to keep your login credentials secure. You are solely responsible for activity on your account and for each authorized user’s compliance with these Terms. Notify us immediately at founders@rystic.ai if you suspect unauthorized access to your account. We may suspend or terminate accounts in our sole discretion as described in the “Term and Termination” section below.

f. Restrictions. You agree not to, and will not permit any authorized user or third party to do any of the following: (i) copy, modify, or create derivative works of the Services, any Simulated Environment, or the Documentation; (ii) sell, resell, rent, lease, sublicense, distribute, or otherwise make the Services or any Simulated Environment available to any third party not authorized under these Terms; (iii) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying state models, or architecture of the Services, except to the extent such restriction is prohibited by applicable law; (iv) use the Services to build, train, or improve a product or service that competes with the Services; (v) remove, obscure, or alter any proprietary notices appearing in the Services; (vi) interfere with, disrupt, or circumvent the integrity, performance, or security of the Services; (vii) use the Services to generate, store, or transmit any content that is unlawful, infringing, or that violates the rights of any third party; or (viii) use the Services in a manner that violates, or that causes Rystic to violate, applicable law. Rystic reserves all rights not expressly granted in these Terms.

g. Support. Rystic will use commercially reasonable efforts to make the Services available and to respond to support requests submitted through the channels Rystic designates for that purpose. Except as expressly set forth in an Order Form, Rystic does not commit to any specific service levels, response times, or uptime percentage, and scheduled maintenance or emergency maintenance may result in temporary unavailability of the Services.

3. SIMULATED ENVIRONMENTS; REFERENCE SERVICE DISCLAIMERS AND CUSTOMER RESPONSIBILITIES

a. No Affiliation or Endorsement. Simulated Environments are independently developed by Rystic to approximate the observable behavior and interfaces of the corresponding Reference Services for testing purposes. Rystic is not affiliated with, sponsored by, endorsed by, or otherwise associated with any Reference Service or its provider, and no Simulated Environment is an official product of, or has been approved by, any Reference Service provider. Any trademarks, trade names, or logos of a Reference Service that may appear within a Simulated Environment are used solely for descriptive and interoperability-testing purposes and remain the property of their respective owners.

b. No Data Transmission to Reference Services. Except where you separately and knowingly configure the Services to connect to a live, production Reference Service, Simulated Environments operate in isolation and do not transmit Your Content, AI Output, or other data to the actual Reference Service or its provider.

c. No Warranty Regarding Reference Services or Non-Infringement. RYSTIC MAKES NO REPRESENTATION OR WARRANTY THAT ANY SIMULATED ENVIRONMENT ACCURATELY, COMPLETELY, OR CURRENTLY REPLICATES THE CORRESPONDING REFERENCE SERVICE, OR THAT RESULTS OBTAINED FROM TESTING, TRAINING, OR EVALUATING AGAINST A SIMULATED ENVIRONMENT WILL BE REPRESENTATIVE OF, OR TRANSFERABLE TO, PERFORMANCE AGAINST THE LIVE REFERENCE SERVICE. RYSTIC DISCLAIMS ANY WARRANTY THAT THE SERVICES, INCLUDING ANY SIMULATED ENVIRONMENT, DO NOT AND WILL NOT INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE THE INTELLECTUAL PROPERTY OR OTHER RIGHTS OF ANY REFERENCE SERVICE PROVIDER OR OTHER THIRD PARTY.

d. Customer Responsibility for Reference Service Terms. You are solely responsible for determining whether, and to what extent, your own access to, use of, or interaction with any live Reference Service (including through agents, models, or systems developed, tested, or trained using the Services) complies with the applicable Reference Service provider’s terms of service, acceptable use policies, intellectual property rights, and applicable law. You represent and warrant that you will not use the Services, including any AI Output, to cause or facilitate a violation of any Reference Service provider’s terms or policies, and that you have, and will maintain, all rights and consents necessary for your use of the Services and any resulting agents, models, or systems. As between the Parties, you assume all risk and responsibility arising from the chain of liability between your use of the Services and your subsequent interaction with, or deployment of agents or models against, any live Reference Service or other third-party system.

e. No Provider Agreements. Rystic does not represent or warrant that it has obtained, or is required to obtain, any license, authorization, or agreement from any Reference Service provider in connection with the development or operation of a Simulated Environment. You acknowledge this fact as part of your risk assessment in using the Services.

f. No Certification of Live Performance. A Simulated Environment is a testing aid only. Satisfactory performance of an agent, model, or other automated system against a Simulated Environment is not a certification, guarantee, or indication that the same agent, model, or system will perform safely, accurately, securely, or in compliance with applicable law or any Reference Service provider’s terms when deployed against, or interacting with, a live Reference Service or other production system. You are solely responsible for independently testing, validating, and obtaining any approvals necessary before deploying any agent, model, or system against a live Reference Service or other production environment.

g. Reference Service Provider Claims. If a Reference Service provider notifies Rystic that a Simulated Environment allegedly infringes its intellectual property rights or otherwise violates its terms of service, Rystic may, in its sole discretion and without liability to you, modify, disable, or discontinue the applicable Simulated Environment, with notice to affected Customers with an active Order Form where commercially reasonable. Rystic’s exercise of its rights under this provision does not relieve you of your payment obligations except as Rystic otherwise agrees in writing.

4. YOUR CONTENT, AI OUTPUT, AND ACCOUNTS

a. Privacy Protection. Our Privacy Policy (the “Privacy Policy”), available at https://www.rystic.ai/terms, describes how we collect, use, and protect your personal information. By using the Services, you agree to the practices described in the Privacy Policy.

b. Your Content and AI Output. You retain all ownership rights in and to: (i) any data, configurations, scenarios, scripts, prompts, agents, models, or other content you submit to or upload to the Services (“Your Content”); and (ii) any output, result, log, score, report, or other data generated by or through the Services in response to Your Content or your use of a Simulated Environment (“AI Output”). We do not claim ownership of Your Content or AI Output. You grant us a non-exclusive, worldwide, royalty-free license to access, use, host, reproduce, and process Your Content and AI Output solely to provide, maintain, support, and improve the Services, comply with applicable law, and as otherwise authorized by you. You are solely responsible for Your Content and represent and warrant that you have all necessary rights to submit Your Content and grant the license described above.

c. Usage Data. Rystic may collect and use data relating to your access, interactions, and usage of the Services, including which Simulated Environments are accessed, session duration and frequency, configuration and feature usage, performance metrics, device and environment metadata, and other telemetry, in each case excluding Your Content (“Usage Data”). Rystic owns all rights, title, and interest in and to Usage Data. We may use Usage Data for any lawful business purpose, including analytics, troubleshooting, system improvement, benchmarking, and service optimization, provided that we will not publicly disclose Usage Data in a manner that identifies you without your consent, except in aggregated or de-identified form.

d. Data Security. Rystic will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect the confidentiality, integrity, and availability of Your Content against unauthorized access, use, alteration, or disclosure. If Rystic becomes aware of unauthorized access to Your Content that compromises its confidentiality or integrity, Rystic will notify you without undue delay and provide information reasonably available to Rystic concerning the nature and scope of the incident.

e. Model Training and Data Retention. Rystic will not use Your Content to train or improve any generally available, third-party-facing model or feature without your prior written consent, except that we may use Usage Data for such purposes as described above. We may retain Your Content as needed to deliver the Services, fulfill your requests, maintain service continuity, or comply with legal obligations.

f. Feedback. We welcome any suggestions, ideas, improvements, or recommendations provided by you relating to Rystic, our Services, or the functionality of our Services (“Feedback”). By submitting any Feedback, you agree that we may use such Feedback without restriction. You hereby assign to us all right, title, and interest in and to any Feedback you submit. Where assignment is not permitted by law, you grant us a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, modify, distribute, and incorporate your Feedback into the Services or other products without compensation or attribution. We are under no obligation to use or act on any Feedback.

g. Third-Party Integrations. The Services may allow you to connect or use third-party applications, services, or platforms (“Third-Party Integrations”). Your use of any Third-Party Integration is solely governed by the terms and privacy policies of that provider. We do not control, endorse, or assume liability for any Third-Party Integration. Your interactions with such services are at your own risk.

5. INTELLECTUAL PROPERTY

a. Rystic Intellectual Property. These Terms grant you a limited right to access and use the Services as provided. Except for rights explicitly granted to you in these Terms, Rystic and its licensors retain all rights, title, and interest in and to the Services, including the Platform, all Simulated Environments, state models, software, algorithms, user interfaces, Documentation, and all related intellectual property rights. You do not acquire any ownership interest or license in the Services or any underlying technology, whether by implication, estoppel, or otherwise.

b. Custom Simulated Environments. If Rystic develops a Simulated Environment specifically commissioned by Customer and modeled on Customer’s own proprietary, non-public systems or tools (a “Custom Simulated Environment”), then, as between the Parties, Customer retains ownership of its underlying proprietary systems and the Confidential Information used to create the Custom Simulated Environment, and Rystic will not make the Custom Simulated Environment itself available to any other customer without Customer’s prior written consent. For the avoidance of doubt, Rystic retains all rights in and to the underlying Platform, tooling, and methodologies used to build any Custom Simulated Environment.

c. Open Source Software. The Services may include software made available under open source licenses (“Open Source Software”). Open Source Software is licensed to you under the terms of the applicable open source license, and nothing in these Terms limits your rights under, or grants you rights that supersede, the terms of any such license. To the extent of any conflict between these Terms and an open source license applicable to Open Source Software, the applicable open source license governs solely with respect to that Open Source Software.

6. FEES AND PAYMENT

a. Fees. You will pay the fees for the Services as set out in the applicable Order Form or, for the Self-Service Offering, as presented to you at the time of purchase or displayed on Rystic’s pricing page (collectively, “Fees”). Fees may be structured on a usage, subscription, tiered, or other basis as described in the applicable Order Form or pricing page. Rystic may change the Fees applicable to the Self-Service Offering prospectively by posting updated pricing or providing notice as described in these Terms; changes will not apply to a then-current subscription term until renewal, except as otherwise stated at the time of purchase.

b. Payment Processing. We use Stripe, Inc. (“Stripe”) or another third-party payment processor to process payments for the Self-Service Offering. By submitting payment information through the Services, you authorize us to share information with Stripe as necessary to facilitate payments, comply with applicable law, and operate the Services. Stripe may collect and process personal data in accordance with its own privacy policy. We do not control and are not responsible for Stripe’s handling of your information. Your access to payment-enabled features may be suspended or terminated if you violate Stripe’s terms or if Stripe declines to process a transaction.

c. Taxes. Fees are exclusive of taxes. You are responsible for all applicable sales, use, value-added, and similar taxes, other than taxes on Rystic’s net income.

d. Refunds. Except as expressly stated in these Terms, an applicable Order Form, or as required by applicable law, Fees are final and non-refundable.

e. Audit Rights. Rystic may monitor Customer’s use of the Services to verify compliance with these Terms and the applicable Order Form, including usage tiers and licensed scope. On reasonable prior notice, and not more than once per twelve (12)-month period absent reasonable grounds to believe non-compliance has occurred, Rystic may audit Customer’s use of the Services to verify such compliance. If an audit reveals underpayment of Fees, Customer will promptly pay the shortfall.

f. Late Payment; Suspension. We may suspend your access to the Services if Fees are past due and not paid within fifteen (15) days after our notice of non-payment, until such amounts are paid in full.

7. CONFIDENTIALITY

a. Definition. “Confidential Information” means any non-public information disclosed by one Party (“Discloser”) to the other (“Recipient”) in connection with these Terms that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure, including the terms of any Order Form, Your Content, and non-public aspects of the Services.

b. Obligations. Recipient will (i) use Confidential Information solely to exercise its rights and perform its obligations under these Terms, (ii) protect it using at least a reasonable degree of care, and (iii) disclose it only to employees, contractors, and advisors with a need to know who are bound by confidentiality obligations at least as protective as those in this section. Recipient may disclose Confidential Information to the extent required by law or legal process, provided it gives Discloser reasonable advance notice where legally permitted.

c. Exclusions. Confidential Information does not include information that Recipient can demonstrate: (i) was already known to it without restriction prior to disclosure; (ii) is or becomes publicly available through no fault of Recipient; (iii) is independently developed without use of or reference to the Confidential Information; or (iv) is rightfully received from a third party without restriction.

8. DISCLAIMER OF WARRANTIES

a. Disclaimer of Warranties. THE SERVICES, INCLUDING ALL SIMULATED ENVIRONMENTS AND AI OUTPUT, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, RYSTIC SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, OR QUIET ENJOYMENT.

RYSTIC DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT ANY SIMULATED ENVIRONMENT WILL ACCURATELY REPLICATE THE CORRESPONDING REFERENCE SERVICE, OR THAT AI OUTPUT WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PARTICULAR PURPOSE, INCLUDING DEPLOYMENT AGAINST A LIVE REFERENCE SERVICE OR OTHER PRODUCTION SYSTEM. YOU ASSUME ALL RISK ARISING FROM YOUR USE OF THE SERVICES AND ANY RELIANCE ON AI OUTPUT.

YOU ACKNOWLEDGE THAT YOU HAVE NOT RELIED ON ANY REPRESENTATIONS OR WARRANTIES NOT EXPRESSLY SET FORTH IN THESE TERMS.

9. INDEMNIFICATION

a. Indemnification by Customer. You agree to indemnify, defend, and hold harmless Rystic, its affiliates, and each of their respective officers, directors, employees, contractors, agents, and representatives from and against any and all claims, demands, actions, proceedings, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (i) your breach of these Terms; (ii) Your Content, or your use or misuse of the Services or AI Output; (iii) any actual or alleged violation of a Reference Service provider’s terms, policies, or intellectual property rights arising from your use of the Services or any resulting agent, model, or system; or (iv) your violation of applicable law. Rystic reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate fully with our defense.

b. Indemnification by Rystic. Rystic shall defend, indemnify, and hold harmless you from and against any third-party claim alleging that the Services, as provided by Rystic and used in accordance with these Terms, infringe such third party’s United States intellectual property rights, and shall pay the resulting damages finally awarded or agreed to in settlement, provided that this obligation does not apply to the extent the claim arises from (i) a Simulated Environment’s replication of a Reference Service’s interface or behavior, (ii) Your Content, (iii) modification of the Services not made by Rystic, or (iv) use of the Services in combination with items not provided by Rystic. This section states Rystic’s sole obligation and your sole remedy for intellectual property infringement claims.

10. LIMITATION OF LIABILITY

a. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR (I) A PARTY’S INDEMNIFICATION OBLIGATIONS, (II) YOUR BREACH OF THE “RESTRICTIONS” OR “CONFIDENTIALITY” SECTIONS, (III) YOUR PAYMENT OBLIGATIONS, OR (IV) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS EXCEED THE TOTAL FEES PAID OR PAYABLE BY YOU TO RYSTIC UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR, IF YOU ARE ON THE SELF-SERVICE OFFERING WITH NO ORDER FORM, ONE HUNDRED DOLLARS ($100). IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, OR LOSS OF DATA, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO THE ABOVE MAY NOT APPLY TO YOU IN FULL.

b. Essential Basis for the Bargain. YOU ACKNOWLEDGE AND AGREE THAT THESE LIMITATIONS OF LIABILITY ARE AN ESSENTIAL PART OF THE BASIS OF THE BARGAIN BETWEEN YOU AND RYSTIC AND THAT RYSTIC WOULD NOT PROVIDE THE SERVICES TO YOU WITHOUT YOUR AGREEMENT TO THESE LIMITATIONS.

11. TERM AND TERMINATION

a. Term. These Terms remain in effect for as long as you maintain an account or an Order Form is in effect, unless terminated earlier as provided in this section.

b. Termination for Convenience. You may terminate your account at any time through the Services or by written notice to Rystic, subject to any minimum term in an applicable Order Form. Rystic may terminate a Self-Service Offering account for convenience on thirty (30) days’ written notice.

c. Termination for Cause. Either Party may terminate these Terms or an Order Form if the other Party materially breaches these Terms and fails to cure such breach within thirty (30) days after written notice. Rystic may suspend or terminate your access immediately if Rystic reasonably believes your use of the Services poses a security risk, may expose Rystic to liability, or violates the “Restrictions” section above.

d. Effect of Termination. On termination or expiration, your right to access the Services ends, and each Party shall return or destroy the other Party’s Confidential Information on request, except as needed to comply with law or a Party’s standard backup and archival practices.

e. Survival. Any provision that by its nature should survive termination or expiration will survive, including provisions relating to payment, intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, dispute resolution, and this section.

12. DISPUTE RESOLUTION; GOVERNING LAW

a. Governing Law. These Terms are governed by the laws of the State of California, without regard to its conflict of laws principles.

b. Agreement to Arbitrate. The Parties agree to first attempt in good faith to resolve any dispute arising out of or relating to these Terms through executive-level negotiation. If the dispute is not resolved within thirty (30) days after written notice, the dispute will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in San Francisco, California, and conducted in accordance with the Federal Arbitration Act. Judgment on the award may be entered in any court of competent jurisdiction. Either Party may seek interim or injunctive relief in the state or federal courts located in San Francisco County, California, to protect its intellectual property or Confidential Information pending completion of arbitration.

c. Class Action Waiver. EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. IF THIS CLASS ACTION WAIVER IS FOUND UNENFORCEABLE, THE REMAINDER OF THIS ARBITRATION SECTION WILL REMAIN IN EFFECT, AND THE DISPUTE WILL INSTEAD BE RESOLVED IN THE COURTS IDENTIFIED ABOVE.

13. MISCELLANEOUS

a. Authority. Each Party represents that it has full authority to enter into these Terms and bind itself to its terms.

b. Assignment. You may not assign or transfer these Terms without Rystic’s prior written consent, and any attempt to do so without consent will be null and void. We may assign or transfer these Terms without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets. Subject to the foregoing, these Terms will bind and inure to the benefit of the Parties and their respective permitted successors and assigns.

c. Force Majeure. Except for payment obligations, neither Party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage not caused by the obligated party; government restrictions; pandemic; or other event outside the reasonable control of the obligated party. Each Party will use reasonable efforts to mitigate the effect of a force majeure event.

d. Relationship of the Parties. You and we agree that no joint venture, partnership, employment, or agency relationship exists between us.

e. Compliance with Laws; Export Control. We will comply with all applicable U.S. state and federal laws and international laws in our operation and provision of the Services. We reserve the right to disclose any information as necessary to comply with legal obligations. You agree not to export, re-export, or otherwise transfer access to the Services to any country, entity, or individual prohibited by applicable export control laws or sanctions programs, and represent that you are not located in, or owned or controlled by a person located in, a country subject to U.S. sanctions, and are not on any U.S. government restricted party list.

f. Severability. If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, that provision will be replaced by a valid and enforceable provision that most closely reflects the intent of the original, and the remainder of these Terms will remain in full force and effect.

g. No Waiver. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

h. Notices. If you need to contact us for legal purposes, you may do so by email at founders@rystic.ai. We may provide you with notices via email, in-app messaging, or through any contact information associated with your account. You are responsible for keeping your contact details up to date.

i. Entire Agreement. Our Refund and Cancellation Policy, available at https://www.rystic.ai/refunds, and the Rystic End User License Agreement, available at https://www.rystic.ai/eula and included with each release of the locally installed application, form part of these Terms. These Terms, including our Privacy Policy and any applicable Order Form, constitute the entire agreement between you and Rystic regarding the Services. It supersedes all other prior and contemporaneous proposals, agreements, or understandings, whether oral, written, or electronic. We expressly object to and reject any additional or conflicting terms you propose.

j. No Third Party Beneficiaries. Except as expressly provided in these Terms, nothing in this Agreement is intended to or will confer upon any third party any right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

k. Contract for Services. These Terms are for the provision of Services and not a sale of goods. The Uniform Commercial Code (UCC), the Uniform Computer Information Transactions Act (UCITA), and the United Nations Convention on Contracts for the International Sale of Goods do not apply to these Terms.

l. Interpretation. The headings used in these Terms are for convenience only and will not affect the interpretation of any provision. The words “including,” “such as,” and similar terms are to be construed without limitation. These Terms will not be construed against either Party as the drafter.