Terms of Service

1. Acceptance of Terms

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“Customer,” “you,” or “your”) and TOV «Sinaptic AI» (“Sinaptic,” “we,” “us,” or “our”), a company incorporated under the laws of Ukraine and a resident of Diia.City. By accessing or using any Sinaptic product, service, or website, you agree to be bound by these Terms in their entirety.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms. If you do not have such authority, or if you do not agree with these Terms, you must not access or use the Services.

Sinaptic reserves the right to modify these Terms at any time. Material changes will be communicated via email or through the Services at least 30 days before they take effect. Continued use of the Services after such changes constitutes acceptance of the updated Terms.

2. Description of Services

Sinaptic provides AI-powered cybersecurity and automation products (“Services”) including, but not limited to:

2.1 Browser DLP (Data Loss Prevention)

An AI-driven browser extension and endpoint solution that monitors, classifies, and prevents unauthorized exfiltration of sensitive data through web browsers. Browser DLP operates at the edge, performing on-device classification to minimize data exposure while providing administrators with centralized policy management and incident reporting.

2.2 Sinaptic AI Intent Firewall®

A verification layer that intercepts and evaluates AI agent actions before execution. The Sinaptic AI Intent Firewall® applies configurable policy rules, semantic analysis, and anomaly detection to determine whether a proposed agent action aligns with authorized parameters. Actions that deviate from policy are blocked or escalated for human review in under 50 milliseconds.

2.3 Sinaptic® DROID+ (Deployable Rapid Orchestration of Intelligent Daemons)

A platform for deploying, managing, and monitoring autonomous AI agents. Sinaptic® DROID+ enables rapid agent deployment (typically within 3 business days), provides lifecycle management including versioning and rollback, and integrates with the Sinaptic AI Intent Firewall® for pre-execution verification. The platform is LLM-agnostic and cloud-agnostic.

The specific features, service levels, and pricing applicable to your use of the Services are defined in the applicable Order Form or subscription agreement executed between you and Sinaptic.

3. User Obligations

By using the Services, you agree to the following obligations:

1. Lawful Use: You shall use the Services only for lawful purposes and in compliance with all applicable local, national, and international laws and regulations, including but not limited to data protection legislation, export controls, and sanctions regimes.
2. Account Security: You are responsible for maintaining the confidentiality of your account credentials and for all activities conducted under your account. You must notify Sinaptic immediately of any unauthorized access or security breach.
3. Acceptable Use: You shall not: (a) reverse-engineer, decompile, or disassemble any part of the Services; (b) use the Services to develop a competing product; (c) attempt to gain unauthorized access to Sinaptic systems or infrastructure; (d) transmit malicious code through the Services; (e) use the Services in a manner that could damage, disable, or impair Sinaptic’s infrastructure.
4. Data Accuracy: You are responsible for the accuracy and legality of data you submit to or process through the Services, including ensuring that you have obtained all necessary consents for processing personal data.
5. Configuration Responsibility: You acknowledge that the effectiveness of Browser DLP, Sinaptic AI Intent Firewall®, and Sinaptic® DROID+ depends on proper configuration. Sinaptic provides documentation and support, but you are responsible for configuring the Services appropriately for your environment.
6. Export Compliance: You shall not export or re-export the Services, or any portion thereof, in violation of applicable export control laws, including to any embargoed country or sanctioned entity.

4. Intellectual Property

All intellectual property rights in the Services, including but not limited to software, algorithms, models, documentation, trademarks, trade secrets, and design elements, are and shall remain the exclusive property of Sinaptic or its licensors. These Terms do not grant you any ownership interest in the Services.

Subject to your compliance with these Terms, Sinaptic grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services during the term of your subscription, solely for your internal business purposes.

You retain all rights to your data (“Customer Data”) that you submit to or process through the Services. You grant Sinaptic a limited license to process Customer Data solely as necessary to provide the Services and as further described in our Privacy Policy and any applicable Data Processing Agreement.

Aggregated, anonymized data derived from your use of the Services may be used by Sinaptic for product improvement, benchmarking, and research purposes, provided such data cannot be used to identify you or any individual.

5. Service Levels and Support

Sinaptic shall use commercially reasonable efforts to maintain the availability of the Services in accordance with the Service Level Agreement (“SLA”) specified in your Order Form. Unless otherwise agreed, the default SLA target is 99.9% uptime measured on a monthly basis, excluding scheduled maintenance windows.

Technical support is provided via email and through our support portal during business hours (Monday–Friday, 09:00–18:00 EET), unless an enhanced support plan has been purchased. Critical security incidents are monitored 24/7 and will be addressed in accordance with our incident response procedures.

Sinaptic may perform scheduled maintenance during off-peak hours and will provide at least 72 hours’ advance notice for maintenance expected to impact Service availability.

6. Fees and Payment

Fees for the Services are as set forth in the applicable Order Form. All fees are quoted in euros (EUR) unless otherwise specified and are exclusive of applicable taxes. You are responsible for all taxes (excluding taxes on Sinaptic’s income) arising from your purchase of the Services.

Invoices are payable within 30 days of the invoice date. Late payments may incur interest at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is lower. Sinaptic reserves the right to suspend access to the Services for accounts more than 15 days overdue, following written notice.

Subscription fees are non-refundable except as expressly provided in these Terms or required by applicable law.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

1. Sinaptic’s total aggregate liability arising out of or relating to these Terms or the Services shall not exceed the total fees paid by you to Sinaptic during the twelve (12) months immediately preceding the event giving rise to the claim.
2. IN NO EVENT SHALL SINAPTIC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, EVEN IF SINAPTIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
3. Sinaptic does not warrant that the Services will be uninterrupted, error-free, or free of harmful components. The Services are provided to enhance your security posture, but no security product can guarantee absolute protection against all threats.

The limitations in this section shall not apply to: (a) either party’s breach of confidentiality obligations; (b) your violation of Sinaptic’s intellectual property rights; (c) your payment obligations; or (d) liability that cannot be excluded under applicable law.

8. Indemnification

You agree to indemnify, defend, and hold harmless Sinaptic and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or relating to: (a) your use of the Services in violation of these Terms; (b) your violation of any applicable law or regulation; (c) your processing of personal data through the Services in violation of applicable data protection law; or (d) any allegation that Customer Data infringes the rights of a third party.

Sinaptic shall indemnify you against any third-party claim alleging that the Services, as provided by Sinaptic and used in accordance with these Terms, infringe the intellectual property rights of such third party, provided that you promptly notify Sinaptic of the claim and cooperate in the defense.

9. Term and Termination

These Terms are effective from the date you first access the Services and continue until terminated. Subscriptions renew automatically for successive periods of the same length unless either party provides written notice of non-renewal at least 30 days before the end of the then-current term.

Either party may terminate these Terms immediately upon written notice if the other party: (a) commits a material breach that remains uncured for 30 days after written notice; (b) becomes insolvent, files for bankruptcy, or ceases operations; or (c) violates applicable law in connection with its performance under these Terms.

Upon termination, your right to access the Services ceases immediately. Sinaptic will make Customer Data available for export for 30 days following termination, after which Customer Data will be securely deleted in accordance with our data retention policies. Sections that by their nature should survive termination (including intellectual property, limitation of liability, indemnification, and governing law) will survive.

10. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of Ukraine, without regard to conflict of law principles. The provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG) are expressly excluded.

For enterprise customers in the European Economic Area, nothing in these Terms limits your statutory rights as a consumer under mandatory provisions of your local law, where applicable.

11. Dispute Resolution

The parties shall first attempt to resolve any dispute arising out of or relating to these Terms through good-faith negotiation. If the dispute cannot be resolved through negotiation within 30 days, either party may submit the dispute to binding arbitration administered by the International Commercial Arbitration Court at the Ukrainian Chamber of Commerce and Industry, in accordance with its rules then in effect.

The seat of arbitration shall be Kyiv, Ukraine. The language of the proceedings shall be English. The arbitration shall be conducted by a sole arbitrator unless the amount in dispute exceeds EUR 500,000, in which case the arbitration shall be conducted by a panel of three arbitrators.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information.

12. General Provisions

• Entire Agreement: These Terms, together with any applicable Order Form and Data Processing Agreement, constitute the entire agreement between the parties and supersede all prior or contemporaneous communications regarding the subject matter hereof.
• Severability: If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
• Waiver: The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
• Assignment: You may not assign these Terms without Sinaptic’s prior written consent. Sinaptic may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.
• Force Majeure: Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including natural disasters, acts of war or terrorism, pandemics, government actions, or infrastructure failures.
• Notices: All notices under these Terms shall be in writing and delivered by email (with confirmation of receipt) or by registered mail to the addresses specified in the applicable Order Form.