Terms of use
Effective Date: February 1, 2026
Last Updated: January 29, 2026
IMPORTANT: PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE SYMPHONIQ WEBSITE OR PLATFORM. BY ACCESSING OR USING OUR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICES. THESE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER IN SECTION 17.
1. ACCEPTANCE OF TERMS
1.1 Agreement to Terms. These Terms of Use ("Terms" or "Agreement") constitute a legally
binding agreement between you ("User," "you," or "your") and SymphonIQ, Inc., a Delaware
corporation with its principal place of business at 3670 East White Bay Drive, Highlands Ranch,
Colorado 80126 ("SymphonIQ," "Company," "we," "us," or "our"). By accessing or using the
SymphonIQ website located at symphoniq.ai (the "Website"), any subdomains thereof, or any
software, applications, artificial intelligence tools, platforms, or services made available by
SymphonIQ (collectively, the "Services"), you acknowledge that you have read, understood, and
agree to be bound by these Terms, as well as our Privacy Policy, which is incorporated herein
by reference.
1.2 Modifications to Terms. SymphonIQ reserves the right, in its sole discretion, to modify,
amend, or update these Terms at any time. Any such modifications will be effective immediately
upon posting the updated Terms on the Website, with an updated "Last Updated" date. Your
continued use of the Services following the posting of revised Terms constitutes your
acceptance of such changes. If you do not agree to any modified Terms, you must immediately
discontinue use of the Services.
1.3 Additional Agreements. Access to and use of certain Services may be subject to additional
terms, conditions, policies, or agreements ("Additional Terms"), including but not limited to
Master Services Agreements, Statements of Work, Subscription Agreements, Data Processing
Addenda, and Service Level Agreements. To the extent there is a conflict between these Terms
and any Additional Terms, the Additional Terms shall govern with respect to the applicable
Services
2. DESCRIPTION OF SERVICES
2.1 Platform Overview. SymphonIQ provides a governed, multi-agent enterprise artificial
intelligence platform designed to deliver persistent, auditable, and compliant intelligence
solutions for enterprise organizations. The Services include, without limitation: (a) artificial
intelligence agents and personas that perform specialized analytical, advisory, and operational
functions; (b) memory fabric systems that provide persistent organizational knowledge and context; (c) governance frameworks including constraint lattices, reflex engines, and oversight
mechanisms; (d) orchestration and integration interfaces; and (e) related documentation,
support, and professional services.
2.2 AI-Powered Features. The Services utilize large language models ("LLMs"), machine
learning algorithms, and artificial intelligence technologies to generate content, provide analysis,
and automate workflows. You acknowledge and agree that: (a) AI-generated outputs are
produced through probabilistic modeling and may not always be accurate, complete, or
appropriate for any particular purpose; (b) such outputs do not constitute professional advice of
any kind, including but not limited to legal, financial, medical, engineering, or accounting advice;
(c) you are solely responsible for evaluating, verifying, and determining the appropriateness of
any AI-generated output before relying upon or acting on such output; and (d) the governance
and compliance features of the Services are designed to support, but not replace, human
judgment and organizational policies.
2.3 Human Oversight. The Services are designed to operate under human oversight and
control. The platform's Governance Triad (comprising the Constraint Lattice, Reflex Engine, and
OntologIQ Judge components) implements automated policy enforcement, but users and
administrators retain ultimate authority over AI system behavior, outputs, and decision-making
within their organizations. You acknowledge that meaningful human oversight of AI-assisted
decisions remains your responsibility, particularly for decisions affecting individuals' rights,
employment, health, safety, or legal status.
2.4 Service Modifications. SymphonIQ reserves the right to modify, suspend, discontinue, or
terminate any aspect of the Services at any time, with or without notice, including but not limited
to: (a) adding, removing, or modifying features, functionalities, or capabilities; (b) updating
underlying AI models, algorithms, or governance frameworks; (c) changing service tiers, pricing,
or availability; and (d) implementing maintenance, updates, or security measures. SymphonIQ
shall not be liable to you or any third party for any such modifications.
3. ELIGIBILITY AND ACCOUNT REGISTRATION
3.1 Eligibility. To access or use the Services, you must: (a) be at least eighteen (18) years of
age or the age of majority in your jurisdiction, whichever is greater; (b) have the legal capacity
and authority to enter into these Terms; (c) if accessing the Services on behalf of a legal entity,
be duly authorized to bind such entity to these Terms; and (d) not be prohibited from accessing
or using the Services under applicable law, including but not limited to export control and
sanctions laws of the United States.
3.2 Account Registration. Certain Services require account registration. When registering, you
agree to: (a) provide accurate, current, and complete information as requested; (b) maintain and
promptly update your account information; (c) maintain the confidentiality and security of your
account credentials, including passwords, API keys, and authentication tokens; (d) immediately
notify SymphonIQ of any unauthorized access to or use of your account; and (e) accept full
responsibility for all activities that occur under your account.
3.3 Organizational Accounts. If you register for an account on behalf of an organization, you
represent and warrant that: (a) you have the authority to bind such organization to these Terms;
(b) you agree to these Terms on behalf of such organization; and (c) references to "you" in
these Terms shall include both the individual user and the organization.
4. ACCEPTABLE USE POLICY
4.1 Permitted Uses. You may access and use the Services solely for lawful purposes and in
accordance with these Terms. The Services are intended for enterprise and business use, and
you agree to use them only for such legitimate business purposes as contemplated by any
applicable subscription or service agreement.
4.2 Prohibited Uses. You agree not to, and shall not permit any third party to, use the Services
to:
• Violate any applicable law, regulation, ordinance, or legal obligation, including export
control laws, data protection regulations, and anti-corruption laws;
• Infringe, misappropriate, or violate any intellectual property rights, privacy rights,
publicity rights, or other proprietary rights;
• Transmit any content that is unlawful, harmful, threatening, abusive, harassing,
defamatory, obscene, hateful, discriminatory, or otherwise objectionable;
• Generate, create, or disseminate misinformation, disinformation, fraudulent content, or
content designed to deceive or manipulate;
• Attempt to reverse engineer, decompile, disassemble, or otherwise derive the source
code, algorithms, models, or underlying structure of the Services;
• Circumvent, disable, or interfere with any security, authentication, governance, or access
control features of the Services;
• Use automated means (including bots, scrapers, or crawlers) to access or collect data
from the Services without express written authorization;
• Use the Services to develop, train, or improve any competing artificial intelligence,
machine learning, or similar technology;
• Sublicense, resell, rent, lease, transfer, or otherwise make the Services available to any
third party except as expressly authorized;
• Use the Services to generate content that impersonates any person or entity;
• Introduce viruses, malware, or other malicious code into the Services or connected
systems;
• Engage in any activity that interferes with, disrupts, damages, or accesses in an
unauthorized manner the Services, servers, networks, or connected systems.
4.3 Compliance with Governance Framework. You acknowledge that the Services
incorporate governance mechanisms designed to enforce enterprise policies, compliance
requirements, and ethical constraints (the "Governance Framework"). You agree to: (a) comply
with all constraints, rules, and policies enforced by the Governance Framework; (b) not attempt
to circumvent, disable, or interfere with the Governance Framework; and (c) promptly report any
observed failures or vulnerabilities.
5. INTELLECTUAL PROPERTY RIGHTS
5.1 SymphonIQ Intellectual Property. The Services, including but not limited to all software,
algorithms, models, architectures, designs, user interfaces, graphics, documentation, and all
other components and materials provided by SymphonIQ (collectively, "SymphonIQ IP"), are
owned by SymphonIQ or its licensors and are protected by copyright, trademark, patent, trade secret, and other intellectual property laws. The SymphonIQ IP includes, without limitation: (a)
the Synthetic Cognitive Nexus (SCN) architecture; (b) Contextual Intelligence Modules (CIMs);
(c) the Governance Triad (Constraint Lattice, Reflex Engine, and OntologIQ Judge); (d) Memory
Fabric and Aureum Fabric technologies; (e) the Cognitive Genome system; (f) all associated
methodologies, processes, and know-how; and (g) all improvements, modifications, derivatives,
and enhancements thereto.
5.2 Limited License to Users. Subject to your compliance with these Terms, SymphonIQ
grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to
access and use the Services solely for your internal business purposes during the term of your
subscription or access period. This license does not include any right to: (a) modify, adapt,
translate, or create derivative works; (b) sell, sublicense, lease, rent, or distribute the Services;
(c) access or use the Services for the benefit of any third party; or (d) use the Services beyond
the scope expressly authorized.
5.3 Reservation of Rights. Except for the limited license expressly granted herein, SymphonIQ
and its licensors reserve all right, title, and interest in and to the Services and SymphonIQ IP.
No rights or licenses are granted by implication, estoppel, or otherwise.
5.4 Trademarks. "SymphonIQ," the SymphonIQ logo, "Intelligence in Harmony," "Synthetic
Cognitive Nexus," "Playbook+," "Clause+," "Continuum+," "BidLogic+," "ProposalArchitect+,"
and all other SymphonIQ product and service names are trademarks or registered trademarks
of SymphonIQ, Inc. You may not use any SymphonIQ trademark without prior written consent.
5.5 Feedback. If you provide any ideas, suggestions, recommendations, feedback, or other
information regarding the Services ("Feedback"), you hereby grant SymphonIQ a non-exclusive,
perpetual, irrevocable, royalty-free, worldwide license (with the right to sublicense) to make,
use, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and
otherwise exploit such Feedback without restriction or obligation to you
6. USER CONTENT AND DATA
6.1 User Content. "User Content" means any data, information, text, documents, images, files,
or other content that you upload, transmit, store, or otherwise make available through the
Services (also referred to as "Input"). You retain all ownership rights in your User Content,
subject to the license granted herein.
6.2 License to User Content. By making User Content available through the Services, you
grant SymphonIQ a non-exclusive, worldwide, royalty-free license to use, reproduce, modify,
adapt, process, and display such User Content solely to the extent necessary to: (a) provide,
maintain, and improve the Services; (b) operate and administer the Services; (c) enforce these
Terms and applicable policies; and (d) comply with legal obligations. This license terminates
when you delete the applicable User Content or your account, except as required for backups,
compliance, or legal purposes.
6.3 User Representations. You represent and warrant that: (a) you own or have all necessary
rights to your User Content; (b) your User Content does not infringe any third party rights; (c)
your User Content complies with all applicable laws and these Terms; and (d) if your User
Content includes personal data, you have obtained all necessary consents in accordance with
applicable data protection laws.
6.4 Data Security. SymphonIQ implements commercially reasonable technical and
organizational measures designed to protect User Content against unauthorized access, alteration, disclosure, or destruction, aligned with industry standards including SOC 2 Type II
and ISO 27001 frameworks. However, no method of electronic transmission or storage is
completely secure, and SymphonIQ cannot guarantee absolute security.
6.5 AI Model Training Exclusion. SymphonIQ will not use User Content to train or improve
general-purpose artificial intelligence models that would be made available to other customers
or the public, unless you explicitly opt-in to such use in writing. User Content may be used to
personalize and improve the Services specifically for your organization's use (including within
your organization's memory fabric). You may manage your data usage preferences through
your account settings or by contacting privacy@symphoniq.ai.
7. AI-GENERATED OUTPUTS AND DISCLAIMERS
7.1 Nature of AI Outputs. The Services generate content, analysis, recommendations, and
other outputs using artificial intelligence and machine learning technologies ("Outputs"). You
acknowledge and agree that:
• Outputs are generated through probabilistic modeling and may contain errors,
inaccuracies, omissions, or hallucinations;
• Outputs do not constitute legal, financial, medical, engineering, accounting, tax, or other
professional advice;
• Outputs are provided for informational purposes and to support, not replace, human
decision-making;
• You are solely responsible for evaluating and validating any Outputs before relying upon
them;
• SymphonIQ does not guarantee the accuracy, completeness, reliability, or suitability of
any Outputs.
7.2 Professional Consultation Requirement. Outputs that relate to legal, financial, medical,
engineering, or other regulated fields should always be reviewed by appropriately licensed
professionals before any action is taken. The Services are not a substitute for professional
consultation. THIS IS NOT LEGAL ADVICE. THIS IS NOT FINANCIAL ADVICE. THIS IS NOT
MEDICAL ADVICE. CONSULT APPROPRIATE LICENSED PROFESSIONALS BEFORE
ACTING ON ANY OUTPUT.
7.3 Ownership of Outputs. As between you and SymphonIQ, and to the extent permitted by
applicable law, you (a) retain your ownership rights in your Input and (b) own the Outputs
generated through your authorized use of the Services. SymphonIQ hereby assigns to you all
of SymphonIQ's right, title, and interest, if any, in and to such Outputs. Notwithstanding
the foregoing: (i) SymphonIQ retains all rights in the underlying technology, models, algorithms,
and methodologies used to generate such Outputs; (ii) this assignment does not extend to
outputs received by other users; and (iii) you may not claim any exclusive rights in Outputs that would restrict SymphonIQ's ability to provide similar services to others.
7.4 Similarity of Outputs. Due to the nature of artificial intelligence and machine learning
systems, Outputs may not be unique. Other users may receive substantially similar or identical
Outputs from the Services in response to similar inputs or queries. SymphonIQ's assignment of
rights in Section 7.3 does not extend to other users' Outputs or to any outputs generated by
third-party services or models. You acknowledge that you have no claim to exclusivity over any
particular Output, pattern, format, or style of response generated by the Services.
7.5 Copyright Considerations. You acknowledge that under current law, purely AI-generated
content may not be eligible for copyright protection in certain jurisdictions absent sufficient
human creative contribution. To the extent you wish to claim copyright protection in Output, you
are responsible for ensuring adequate human authorship and creative input in the creation,
selection, arrangement, or modification of such Output.
8. PRIVACY AND DATA PROTECTION
8.1 Privacy Policy. Your use of the Services is subject to SymphonIQ's Privacy Policy, which
describes how we collect, use, disclose, and protect personal information. The Privacy Policy is
incorporated into these Terms by reference.
8.2 Data Processing. To the extent that SymphonIQ processes personal data on your behalf,
such processing shall be governed by a Data Processing Addendum ("DPA"), which shall be
made available upon request. The DPA shall address data protection obligations under
applicable laws, including the General Data Protection Regulation (GDPR), the California
Consumer Privacy Act (CCPA), and other applicable regulations.
8.3 Protected Health Information. If you intend to use the Services with Protected Health
Information ("PHI") as defined under HIPAA, you must execute a Business Associate
Agreement ("BAA") with SymphonIQ prior to any such use. Absent a valid BAA, you agree not
to process any PHI through the Services.
8.4 EU AI Act Compliance. For Users located in the European Economic Area (EEA),
Switzerland, or the United Kingdom, or Users whose use of the Services affects individuals in
such jurisdictions, the following additional terms apply:
• The Services are designed and operated in accordance with applicable requirements of
Regulation (EU) 2024/1689 (the "EU AI Act"), including transparency obligations for
general-purpose AI models and deployer requirements for AI systems;
• SymphonIQ maintains technical documentation describing the capabilities, limitations,
and intended uses of the AI components of the Services, which shall be made available
to regulatory authorities upon lawful request;
• You acknowledge your responsibilities as a "deployer" under the EU AI Act when using
the Services, including obligations related to human oversight, transparency to affected
individuals, monitoring, and record-keeping;
• You agree to implement appropriate human oversight measures when using the
Services for decisions that may significantly affect individuals' rights, health, safety, or
fundamental interests;
• You shall ensure that individuals subject to decisions made using the Services are
informed that AI systems have been used, to the extent required by applicable law;
• You agree not to use the Services for any purpose prohibited by the EU AI Act, including
social scoring, real-time remote biometric identification in publicly accessible spaces
(except as permitted by law), or exploitation of vulnerabilities of specific groups.
8.5 Incident Reporting. SymphonIQ maintains incident response procedures for security
breaches and AI-related incidents. In the event of a security incident affecting your User Content
or a serious incident involving the AI components of the Services (including incidents that may
trigger reporting obligations under the EU AI Act, GDPR, or other applicable regulations),
SymphonIQ shall: (a) notify you without undue delay upon becoming aware of the incident; (b) provide information regarding the nature, scope, and potential impact of the incident; (c)
describe the measures taken or proposed to address the incident; and (d) cooperate with your
reasonable requests for additional information necessary for your own compliance obligations.
8.6 AI Governance Standards. SymphonIQ's AI governance practices are designed to align
with recognized frameworks including ISO/IEC 42001 (AI Management Systems), the NIST AI
Risk Management Framework, and emerging industry standards for responsible AI development
and deployment. Information regarding SymphonIQ's AI governance certifications and
attestations is available upon request.
9. CONFIDENTIALITY
9.1 Confidential Information. "Confidential Information" means any non-public information
disclosed by either party that is designated as confidential or that reasonably should be
understood to be confidential. Confidential Information includes: (a) business plans, strategies,
and forecasts; (b) financial information and pricing; (c) customer lists and data; (d) proprietary
technology, algorithms, and methodologies; (e) trade secrets and know-how; and (f) information
relating to patent applications.
9.2 Obligations. The Receiving Party shall: (a) hold the Disclosing Party's Confidential
Information in strict confidence; (b) use the Confidential Information only for exercising its rights
or performing its obligations under these Terms; (c) not disclose the Confidential Information to
any third party except as expressly permitted; and (d) protect the Confidential Information using
at least the same degree of care it uses to protect its own confidential information, and in no
event less than reasonable care.
9.3 Exceptions. Confidential Information does not include information that: (a) is or becomes
publicly available through no fault of the Receiving Party; (b) was rightfully in the Receiving
Party's possession prior to disclosure; (c) is rightfully obtained from a third party without breach
of confidentiality; or (d) is independently developed without use of the Confidential Information.
9.4 Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential
Information, it shall: (a) provide the Disclosing Party with prompt written notice to the extent
legally permitted; (b) cooperate with reasonable efforts to obtain a protective order; and (c)
disclose only the minimum required by law.
10. DISCLAIMER OF WARRANTIES
10.1 THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS
WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR
OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SYMPHONIQ
EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:
• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE, AND NON-INFRINGEMENT;
• WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF
PERFORMANCE, OR USAGE OF TRADE;
• ANY WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR
EXPECTATIONS;
ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY,
SECURE, OR ERROR-FREE;
• ANY WARRANTY REGARDING THE ACCURACY, COMPLETENESS, OR
RELIABILITY OF ANY OUTPUTS OR OTHER RESULTS;
• ANY WARRANTY THAT DEFECTS IN THE SERVICES WILL BE CORRECTED.
10.2 SYMPHONIQ MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO
ANY THIRD-PARTY SERVICES, APPLICATIONS, INTEGRATIONS, OR PLATFORMS.
10.3 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN
WARRANTIES, SO SOME EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH
JURISDICTIONS, SYMPHONIQ'S LIABILITY SHALL BE LIMITED TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW.
11. LIMITATION OF LIABILITY
11.1 EXCLUSION OF CONSEQUENTIAL DAMAGES. TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SYMPHONIQ, ITS AFFILIATES,
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS
BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE,
EXEMPLARY, OR COVER DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE,
GOODWILL, DATA, BUSINESS OPPORTUNITIES, OR USE, INCURRED BY YOU OR ANY
THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING
NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF SYMPHONIQ HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.2 CAP ON LIABILITY. SYMPHONIQ'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS
ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT
EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT OF FEES PAID BY YOU TO
SYMPHONIQ DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE
EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED UNITED STATES DOLLARS
($100.00).
11.3 ESSENTIAL ELEMENT. THE LIMITATIONS SET FORTH IN THIS SECTION ARE AN
ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN THE PARTIES, WITHOUT WHICH
SYMPHONIQ WOULD NOT HAVE ENTERED INTO THESE TERMS.
11.4 EXCEPTIONS. NOTHING IN THESE TERMS SHALL LIMIT LIABILITY FOR: (A) DEATH
OR PERSONAL INJURY CAUSED BY NEGLIGENCE; (B) FRAUD OR FRAUDULENT
MISREPRESENTATION; (C) YOUR BREACH OF SECTION 4 (ACCEPTABLE USE) OR
SECTION 5 (INTELLECTUAL PROPERTY); (D) SYMPHONIQ'S OBLIGATIONS UNDER
SECTION 12.3; OR (E) ANY LIABILITY THAT CANNOT BE LIMITED BY APPLICABLE LAW.
12. INDEMNIFICATION
11.1 EXCLUSION OF CONSEQUENTIAL DAMAGES. TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SYMPHONIQ, ITS AFFILIATES,
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS
BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE,
EXEMPLARY, OR COVER DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE,
GOODWILL, DATA, BUSINESS OPPORTUNITIES, OR USE, INCURRED BY YOU OR ANY
THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING
NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF SYMPHONIQ HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.2 CAP ON LIABILITY. SYMPHONIQ'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS
ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT
EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT OF FEES PAID BY YOU TO
SYMPHONIQ DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE
EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED UNITED STATES DOLLARS
($100.00).
11.3 ESSENTIAL ELEMENT. THE LIMITATIONS SET FORTH IN THIS SECTION ARE AN
ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN THE PARTIES, WITHOUT WHICH
SYMPHONIQ WOULD NOT HAVE ENTERED INTO THESE TERMS.
11.4 EXCEPTIONS. NOTHING IN THESE TERMS SHALL LIMIT LIABILITY FOR: (A) DEATH
OR PERSONAL INJURY CAUSED BY NEGLIGENCE; (B) FRAUD OR FRAUDULENT
MISREPRESENTATION; (C) YOUR BREACH OF SECTION 4 (ACCEPTABLE USE) OR
SECTION 5 (INTELLECTUAL PROPERTY); (D) SYMPHONIQ'S OBLIGATIONS UNDER
SECTION 12.3; OR (E) ANY LIABILITY THAT CANNOT BE LIMITED BY APPLICABLE LAW.
12. INDEMNIFICATION
12.1 Your Indemnification Obligations. You agree to indemnify, defend, and hold harmless
SymphonIQ, its affiliates, and each of their respective officers, directors, employees, agents,
licensors, and service providers (collectively, the "SymphonIQ Parties") from and against any
and all claims, demands, actions, suits, proceedings, liabilities, damages, losses, costs, and
expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your access to
or use of the Services; (b) your User Content; (c) your violation of these Terms; (d) your violation of any applicable law or third-party right; (e) any dispute between you and any third
party; or (f) your willful misconduct or gross negligence.
12.2 Indemnification Procedures. SymphonIQ shall: (a) provide you with prompt written notice
of any claim for which indemnification is sought; (b) provide reasonable cooperation in the
defense at your expense; and (c) allow you to control the defense and settlement, provided that
you shall not settle any claim in a manner that adversely affects SymphonIQ without its prior
written consent.
12.3 SymphonIQ IP Indemnification. SymphonIQ will defend you from and against any third-
party claim, suit, or proceeding (a "Customer Claim") alleging that your authorized use of the
Services in accordance with these Terms infringes or misappropriates a valid patent, copyright,
trademark, or trade secret of a third party, and SymphonIQ will indemnify you for any damages,
costs, and expenses (including reasonable attorneys' fees) finally awarded against you by a
court of competent jurisdiction or agreed to in a SymphonIQ-approved settlement, arising out of
such Customer Claim.
12.4 IP Indemnification Exclusions. SymphonIQ's obligations under Section 12.3 shall not
apply to the extent a Customer Claim arises from: (a) your User Content or any content, data, or
materials provided by you; (b) your use of the Services in violation of these Terms or applicable
law; (c) modifications made by you or any third party to the Services or Outputs; (d) the
combination of the Services or Outputs with technology, content, data, or materials not provided
by SymphonIQ, where the infringement would not have occurred but for such combination; (e)
your continued use after being notified of the alleged infringement and provided with a non-
infringing alternative; (f) claims based on your specific instructions or customizations that
deviate from standard Service functionality; or (g) your willful misconduct or gross negligence.
12.5 IP Remedies. If SymphonIQ reasonably believes the Services may infringe a third party's
intellectual property rights, SymphonIQ may, at its sole option and expense: (a) procure the right
for you to continue using the Services; (b) modify the Services to make them non-infringing
without materially reducing their functionality; (c) replace the Services with a non-infringing,
functionally equivalent alternative; or (d) if the foregoing remedies are not commercially
practicable, terminate the affected Services and provide you with a pro-rated refund of prepaid
fees covering the period after termination.
12.6 Sole Remedy. THIS SECTION 12 STATES SYMPHONIQ'S ENTIRE LIABILITY AND
YOUR EXCLUSIVE REMEDY FOR ANY CLAIM OF INTELLECTUAL PROPERTY
INFRINGEMENT RELATING TO THE SERVICES.
13. TERM AND TERMINATION
13.1 Term. These Terms shall commence on the date you first access or use the Services and
shall continue until terminated in accordance with this Section.
13.2 Termination by You. You may terminate these Terms at any time by ceasing all use of the
Services and, if applicable, canceling your account.
13.3 Termination by SymphonIQ. SymphonIQ may suspend or terminate your access to the
Services, in whole or in part, immediately and without prior notice or liability, for any reason,
including: (a) your breach of these Terms; (b) your violation of applicable laws; (c) conduct that
SymphonIQ reasonably believes is harmful to other users, third parties, or SymphonIQ; (d)
security or fraud concerns; (e) extended periods of inactivity; or (f) discontinuation of the
Services.
13.4 Effect of Termination. Upon termination: (a) all licenses and rights granted to you under
these Terms shall immediately cease; (b) you must immediately cease all use of the Services;
(c) you must promptly delete or return any SymphonIQ Confidential Information; and (d)
SymphonIQ may delete your account, User Content, and related data, subject to applicable data
retention obligations.
13.5 Survival. The following Sections shall survive termination: Section 5 (Intellectual Property
Rights), Section 6.2 (License to User Content), Section 7 (AI-Generated Outputs), Section 9
(Confidentiality), Section 10 (Disclaimer of Warranties), Section 11 (Limitation of Liability),
Section 12 (Indemnification), Section 14 (Export Controls), Section 15 (Government Use),
Section 16 (Governing Law), and Section 17 (General Provisions).
14. EXPORT CONTROLS AND SANCTIONS
14.1 Export Compliance. The Services may be subject to export control and sanctions laws of
the United States and other jurisdictions, including the Export Administration Regulations (EAR)
and sanctions administered by OFAC. You represent and warrant that you: (a) are not located
in, under the control of, or a national or resident of any country subject to U.S. trade sanctions;
(b) are not identified on any U.S. government restricted party list; and (c) will comply with all
applicable export control and sanctions laws.
15. U.S. GOVERNMENT USERS
15.1 Government Rights. If you are a U.S. Government end user, the Services are deemed
"Commercial Computer Software" and "Commercial Computer Software Documentation"
pursuant to 48 C.F.R. § 12.212 and 48 C.F.R. § 227.7202. The U.S. Government's rights are
limited to those specifically granted in these Terms, in accordance with FAR 52.227-19 and
DFARS 252.227-7015.
16. GOVERNING LAW AND DISPUTE RESOLUTION
16.1 Governing Law. These Terms shall be governed by and construed in accordance with the
laws of the State of Delaware, United States of America, without regard to its conflicts of law
principles.
16.2 Mandatory Binding Arbitration. Any dispute, claim, or controversy arising out of or
relating to these Terms shall be determined by binding arbitration administered by JAMS
pursuant to its Comprehensive Arbitration Rules and Procedures. The arbitration shall be
conducted by a single arbitrator in Denver, Colorado. Judgment on the arbitration award may be
entered in any court having jurisdiction.
16.3 CLASS ACTION WAIVER. YOU AND SYMPHONIQ AGREE THAT EACH MAY BRING
CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT
AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE
PROCEEDING. UNLESS BOTH PARTIES AGREE OTHERWISE, THE ARBITRATOR MAY
NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS.
16.4 Exceptions. Either party may seek injunctive relief in any court of competent jurisdiction to
protect its intellectual property rights or Confidential Information. Small claims court disputes
may be brought in such court.
16.5 Time Limitation. Any cause of action must be commenced within one (1) year after the
cause of action accrues; otherwise, such cause of action is permanently barred.
17. GENERAL PROVISIONS
17.1 Entire Agreement. These Terms, together with the Privacy Policy and any applicable
Additional Terms, constitute the entire agreement between you and SymphonIQ regarding the
subject matter hereof.
17.2 Severability. If any provision is held invalid, illegal, or unenforceable, it shall be modified to
the minimum extent necessary or severed, and the remaining provisions shall continue in full
force.
17.3 Waiver. No waiver of any term shall be deemed a further or continuing waiver.
SymphonIQ's failure to assert any right shall not constitute a waiver.
17.4 Assignment. You may not assign these Terms without SymphonIQ's prior written consent.
SymphonIQ may freely assign these Terms. Any purported assignment in violation of this
Section shall be null and void.
17.5 Independent Contractors. The parties are independent contractors. Nothing in these
Terms creates any agency, partnership, joint venture, employment, or fiduciary relationship.
17.6 Third-Party Beneficiaries. These Terms do not confer any rights upon any person other
than the parties, except that SymphonIQ's affiliates, licensors, and service providers are
intended third-party beneficiaries of the applicable limitations and disclaimers.
17.7 Notices. All notices shall be in writing and delivered: (a) if to SymphonIQ, by email to
legal@symphoniq.ai or by mail to SymphonIQ, Inc., Attn: Legal Department, 3670 East White
Bay Drive, Highlands Ranch, Colorado 80126; and (b) if to you, to the email address associated
with your account.
17.8 Force Majeure. Neither party shall be liable for any delay or failure to perform (other than
payment obligations) due to causes beyond its reasonable control, including acts of God, war,
terrorism, civil unrest, government action, pandemic, natural disasters, labor disputes, utility
failures, internet failures, or third-party provider failures.
17.9 Headings. Section headings are for convenience only and shall not affect interpretation.
17.10 Language. These Terms are drafted in English. In the event of any conflict between the
English version and any translation, the English version shall control.
18. CONTACT INFORMATION
If you have any questions about these Terms, please contact us at:
SymphonIQ, Inc.
3670 East White Bay Drive
Highlands Ranch, Colorado 80126
United States of America
Email: legal@symphoniq.ai
Privacy: privacy@symphoniq.ai
Website: www.symphoniq.ai
BY ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE
READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU
ARE ACCEPTING THESE TERMS ON BEHALF OF AN ORGANIZATION, YOU REPRESENT
AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ORGANIZATION TO
THESE TERMS.
